1 Exhibit 4.20 CHEMICAL BANKING CORPORATION, THE CHASE MANHATTAN CORPORATION AND BANKERS TRUST COMPANY, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 29, 1996 to INDENTURE Dated as of August 1, 1974 2 FIRST SUPPLEMENTAL INDENTURE dated as of March 29, 1996, among CHEMICAL BANKING CORPORATION, a Delaware corporation ("Successor"), THE CHASE MANHATTAN CORPORATION, a Delaware corporation ("Chase"), and BANKERS TRUST COMPANY, a corporation duly organized and existing under the laws of the State of New York, as trustee (the "Trustee"). WHEREAS, Chase and the Trustee have heretofore executed and delivered a certain indenture dated as of August 1, 1974 (the "Indenture"), providing for the issuance of floating rate notes due 1999 of Chase ("Notes"); WHEREAS, Chase and Successor have entered into an Agreement and Plan of Merger dated as of August 27, 1995 (the "Merger Agreement"), which contemplates the execution and filing of a Certificate of Merger dated as of March 29, 1996 (the "Certificate of Merger") providing for the merger (effective March 31, 1996) of Chase with and into Successor (the "Merger"), with Successor continuing its corporate existence under Delaware law under the name "The Chase Manhattan Corporation"; WHEREAS, Section 801 of the Indenture provides, among other things, that Chase shall not merge into any other corporation unless the corporation into which Chase is merged shall expressly assume, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Notes and the performance of every covenant of the Indenture on the part of Chase to be performed or observed; WHEREAS, Section 901(1) of the Indenture provides, among other things, that, without the consent of the holders of any Notes (the "Holders"), Chase, when authorized by a Board Resolution of Chase, and the Trustee, at any time and from time to time, may enter into an indenture supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of evidencing the succession of Successor to Chase, and the assumption by Successor of the covenants of Chase contained in the Indenture and the Notes; WHEREAS, Successor and Chase desire and have requested that the Trustee join in the execution of this First Supplemental Indenture for the purpose of evidencing such succession and assumption and amending certain provisions of the Indenture as hereinafter set forth; WHEREAS, the execution and delivery of this First Supplemental Indenture has been authorized by Board Resolutions of the Boards of Directors of Chase and Successor; and 3 2 WHEREAS, all conditions precedent and requirements necessary to make this First Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of the Notes, as follows: ARTICLE ONE REPRESENTATIONS OF CHASE AND SUCCESSOR Each of Chase and Successor represents and warrants to the Trustee as follows: SECTION 1.1. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. SECTION 1.2. The execution, delivery and performance by it of this First Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it. SECTION 1.3. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Merger (the "Effective Time"), the Merger will be effective in accordance with the terms of the Merger Agreement and Delaware law. SECTION 1.4. Immediately after giving effect to the Merger, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing. 4 3 ARTICLE TWO ASSUMPTION AND AGREEMENTS SECTION 2.1. Successor hereby expressly assumes the due and punctual payment of the principal of and interest on all the Notes and the performance of every covenant of the Indenture to be performed or observed by Chase. SECTION 2.2. The Notes may bear a notation concerning the assumption of the Indenture and the Notes by Successor. SECTION 2.3. Successor shall succeed to and be substituted for Chase under the Indenture, with the same effect as if Successor had been named as the "Company" therein. ARTICLE THREE AMENDMENTS SECTION 3.1. The reference in the first paragraph of the Indenture to "THE CHASE MANHATTAN CORPORATION, a Delaware corporation (hereinafter called the "Company") having its principal office at 1 Chase Manhattan Plaza, New York, New York 10005" is hereby amended to read "THE CHASE MANHATTAN CORPORATION, formerly known as Chemical Banking Corporation, a Delaware corporation (hereinafter called the "Company") having its principal office at 270 Park Avenue, New York, New York 10017" and each other reference therein to "The Chase Manhattan Corporation" shall be amended to read "The Chase Manhattan Corporation, formerly known as Chemical Banking Corporation". SECTION 3.2. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE FOUR MISCELLANEOUS SECTION 4.1. The Trustee accepts the modification of the Indenture effected by this First Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of Chase 5 4 and Successor. The Trustee makes no representation and shall have no responsibility as to the validity and sufficiency of this First Supplemental Indenture. SECTION 4.2. If and to the extent that any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision included in this First Supplemental Indenture, or in the Indenture, which is required to be included in this First Supplemental Indenture or the Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended, such required provision shall control. SECTION 4.3. Nothing in this First Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this First Supplemental Indenture. SECTION 4.4. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Indenture. SECTION 4.5. This First Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York. SECTION 4.6. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 4.7. This First Supplemental Indenture shall become effective as of the Effective Time. 6 5 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested all as of the day and year first above written. THE CHASE MANHATTAN CORPORATION By /s/ Arjun K. Mathrani --------------------------- Name: Arjun K. Mathrani Title: Executive Vice President and Chief Financial Officer (Corporate Seal) Attest: /s/ Ronald C. Mayer - ---------------------------------- Secretary CHEMICAL BANKING CORPORATION By /s/ John B. Wynne --------------------------- Name: John B. Wynne Title: Secretary (Corporate Seal) Attest: /s/ Jean E. Rugani - ---------------------------------- Assistant Secretary BANKERS TRUST COMPANY, as Trustee By /s/ Terence Rawlins --------------------------- Name: Terence Rawlins Title: Assistant Treasurer (Corporate Seal) Attest: /s/ Sirojni Dindial - ---------------------------------- 7 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 22nd of March, 1996, before me, the undersigned officer, personally appeared Arjun K. Mathrani, who acknowledged himself to be the Executive Vice President and Chief Financial Officer of THE CHASE MANHATTAN CORPORATION, a corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Kevin L. Carey ------------------------------ Notary Public [SEAL] STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 22nd day of March, 1996, before me, the undersigned officer, personally appeared John B. Wynne, who acknowledged himself to be the Secretary of CHEMICAL BANKING CORPORATION, a corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Heather B. Lehne ------------------------------ Notary Public [SEAL] 8 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On this 13th day of March, 1996, before me, the undersigned officer, personally appeared Terence Rawlins, who acknowledged himself to be a Assistant Treasurer of BANKERS TRUST COMPANY, a corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Margaret Bereza ------------------------------ Notary Public [SEAL]