GUARANTEE AGREEMENT

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Exhibit 4.8(b)

GUARANTEE AGREEMENT

BETWEEN

THE CHASE MANHATTAN CORPORATION

(AS GUARANTOR)

AND

THE BANK OF NEW YORK

(AS TRUSTEE)

DATED AS OF

JANUARY 24, 1997

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CROSS-REFERENCE TABLE*

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Section of

Trust Indenture Act Section of

of 1939, as amended Guarantee Agreement

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310(a).................................................................4.1(a)

310(b).................................................................4.1(c), 2.8

310(c).................................................................Inapplicable

311(a).................................................................2.2(b)

311(b).................................................................2.2(b)

311(c).................................................................Inapplicable

312(a).................................................................2.2(a)

312(b).................................................................2.2(b)

313....................................................................2.3

314(a).................................................................2.4

314(b).................................................................Inapplicable

314(c).................................................................2.5

314(d).................................................................Inapplicable

314(e).................................................................1.1, 2.5, 3.2

314(f).................................................................2.1, 3.2

315(a).................................................................3.1(d)

315(b).................................................................2.7

315(c).................................................................3.1

315(d).................................................................3.1(d)

316(a).................................................................1.1, 2.6, 5.4

316(b).................................................................5.3

316(c).................................................................8.2

317(a).................................................................Inapplicable

317(b).................................................................Inapplicable

318(a).................................................................2.1(b)

318(b).................................................................2.1

318(c).................................................................2.1(a)

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* This Cross-Reference Table does not constitute part of the Guarantee

Agreement and shall not affect the interpretation of any of its terms

or provisions.

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TABLE OF CONTENTS

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Page

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ARTICLE I. DEFINITIONS .......................................................................... 1

Section 1.1. Definitions.................................................................. 1

ARTICLE II. TRUST INDENTURE ACT .................................................................. 3

Section 2.1. Trust Indenture Act; Application............................................. 3

Section 2.2. List of Holders.............................................................. 4

Section 2.3. Reports by the Guarantee Trustee............................................. 4

Section 2.4. Periodic Reports to the Guarantee Trustee.................................... 4

Section 2.5. Evidence of Compliance with Conditions Precedent............................. 4

Section 2.6. Events of Default; Waiver.................................................... 4

Section 2.7. Event of Default; Notice..................................................... 5

Section 2.8. Conflicting Interests........................................................ 5

ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE........................... 5

Section 3.1. Powers and Duties of the Guarantee Trustee................................... 5

Section 3.2. Certain Rights of Guarantee Trustee.......................................... 6

Section 3.3. Indemnity.................................................................... 8

ARTICLE IV. GUARANTEE TRUSTEE............................................................ 8

Section 4.1. Guarantee Trustee: Eligibility............................................... 8

Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee................ 9

ARTICLE V. GUARANTEE............................................................................. 9

Section 5.1. Guarantee.................................................................... 9

Section 5.2. Waiver of Notice and Demand.................................................. 9

Section 5.3. Obligations Not Affected..................................................... 10

Section 5.4. Rights of Holders............................................................ 10

Section 5.5. Guarantee of Payment......................................................... 11

Section 5.6. Subrogation.................................................................. 11

Section 5.7. Independent Obligations...................................................... 11

ARTICLE VI. COVENANTS AND SUBORDINATION.................................................. 11

Section 6.1. Subordination................................................................ 11

Section 6.2. Pari Passu Guarantees........................................................ 11

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Page

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ARTICLE VII. TERMINATION.................................................................. 12

Section 7.1. Termination.................................................................. 12

ARTICLE VIII. MISCELLANEOUS................................................................ 12

Section 8.1. Successors and Assigns....................................................... 12

Section 8.2. Amendments................................................................... 12

Section 8.3. Notices...................................................................... 12

Section 8.4. Benefit...................................................................... 13

Section 8.5. Interpretation............................................................... 13

Section 8.6. Governing Law................................................................ 14

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GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of January 24, 1997, is executed and

delivered by THE CHASE MANHATTAN CORPORATION, a Delaware corporation (the

"Guarantor") having its principal office at 270 Park Avenue, New York, New York

10017, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the

"Guarantee Trustee"), for the benefit of the Holders (as defined herein) from

time to time of the Capital Securities and Common Securities (each as defined

herein and together, the "Securities") of Chase Capital II, a Delaware statutory

business trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as

of January 24, 1997 (the "Trust Agreement"), among the Guarantor, as Depositor,

the Property Trustee and the Delaware Trustee named therein, the Administrative

Trustees named therein and the Holders from time to time of undivided beneficial

interests in the assets of the Issuer, the Issuer is issuing $500,000,000

aggregate Liquidation Amount (as defined in the Trust Agreement) of its Global

Floating Rate Capital Securities, Series B, Liquidation Amount $1,000 per

preferred security) (the "Capital Securities") representing preferred undivided

beneficial interests in the assets of the Issuer and having the terms set forth

in the Trust Agreement;

WHEREAS, the Capital Securities will be issued by the Issuer and the

proceeds thereof, together with the proceeds from the issuance of the Issuer's

Common Securities (as defined herein), will be used to purchase the Debentures

(as defined in the Trust Agreement) of the Guarantor which will be deposited

with The Bank of New York, as Property Trustee under the Trust Agreement, as

trust assets; and

WHEREAS, as incentive for the Holders to purchase Securities the

Guarantor desires irrevocably and unconditionally to agree, to the extent set

forth herein, to pay to the Holders of the Securities the Guarantee Payments (as

defined herein) and to make certain other payments on the terms and conditions

set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of

Securities, which purchase the Guarantor hereby agrees shall benefit the

Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the

benefit of the Holders from time to time of the Securities.

ARTICLE I. DEFINITIONS

SECTION 1.1. Definitions.

As used in this Guarantee Agreement, the terms set forth below shall,

unless the context otherwise requires, have the following meanings. Capitalized

or otherwise defined terms used but not otherwise defined herein shall have the

meanings assigned to such terms in the Trust Agreement as in effect on the date

hereof.

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2

"Affiliate" of any specified Person means any other Person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such specified Person; provided, however, that an Affiliate of the

Guarantor shall not be deemed to be an Affiliate of the Issuer. For the purposes

of this definition, "control" when used with respect to any specified Person

means the power to direct the management and policies of such Person, directly

or indirectly, whether through the ownership of voting securities, by contract

or otherwise; and the terms "controlling" and "controlled" have meanings

correlative to the foregoing.

"Board of Directors" means either the board of directors of the

Guarantor or any committee of that board duly authorized to act hereunder or any

directors or officers of the Guarantor to whom such board of directors or such

committee shall have duly delegated its authority.

"Common Securities" means the securities representing common undivided

beneficial interests in the assets of the Issuer.

"Event of Default" means a default by the Guarantor on any of its

payment or other obligations under this Guarantee Agreement; provided, however,

that, except with respect to a default in payment of any Guarantee Payments, the

Guarantor shall have received notice of default and shall not have cured such

default within 90 days after receipt of such notice.

"Guarantee Payments" means the following payments or distributions,

without duplication, with respect to the Securities, to the extent not paid or

made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions

(as defined in the Trust Agreement) required to be paid on the Securities, to

the extent the Issuer shall have funds on hand available therefor at such time,

(ii) the redemption price, including all accrued and unpaid Distributions to the

date of redemption (the"Redemption Price"), with respect to any Securities

called for redemption by the Issuer, to the extent the Issuer shall have funds

on hand available therefor at such time, and (iii) upon a voluntary or

involuntary termination, winding up or liquidation of the Issuer, unless

Debentures are distributed to the Holders, the lesser of (a) the aggregate of

the Liquidation Amount plus accrued and unpaid Distributions to the date of

payment and (b) the amount of assets of the Issuer remaining available for

distribution to Holders in liquidation of the Issuer after satisfaction of

liabilities to creditors of the Issuer as required by applicable law (in either

case, the "Liquidation Distribution").

"Guarantee Trustee" means The Bank of New York, until a Successor

Guarantee Trustee has been appointed and has accepted such appointment pursuant

to the terms of this Guarantee Agreement, and thereafter means each such

Successor Guarantee Trustee.

"Holder" means any holder, as registered on the books and records of

the Issuer, of any Securities; provided, however, that in determining whether

the holders of the requisite percentage of Securities have given any request,

notice, consent or waiver hereunder, "Holder" shall not include the Guarantor,

the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee

Trustee.

"Indenture" means the Junior Subordinated Indenture dated as of

December 1, 1996, as supplemented and amended between the Guarantor and The Bank

of New York, as trustee.

"List of Holders" has the meaning specified in Section 2.2(a).

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3

"Majority in aggregate Liquidation Amount of the Securities" means,

except as provided by the Trust Indenture Act, a vote by the Holder(s), voting

separately as a class, of more than 50% of the aggregate Liquidation Amount of

all then outstanding Securities issued by the Issuer.

"Officers' Certificate" means, with respect to any Person, a

certificate signed by the Chairman or a Vice Chairman of the Board of Directors

of such Person or the President or a Vice President of such Person, and by the

Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of

such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate

delivered with respect to compliance with a condition or covenant provided for

in this Guarantee Agreement shall include:

(a) a statement that each officer signing the Officers' Certificate has

read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or

investigation undertaken by each officer in rendering the Officers' Certificate;

(c) a statement that each officer has made such examination or

investigation as, in such officer's opinion, is necessary to enable such officer

to express an informed opinion as to whether or not such covenant or condition

has been complied with; and

(d) a statement as to whether, in the opinion of each officer, such

condition or covenant has been complied with.

"Person" means a legal person, including any individual, corporation,

estate, partnership, joint venture, association, joint stock company, limited

liability company, trust, unincorporated association, or government or any

agency or political subdivision thereof, or any other entity of whatever nature.

"Responsible Officer" when used with respect to the Guarantee Trustee

means any officer of the Guarantee Trustee assigned by the Guarantee Trustee

from time to time to administer its corporate trust matters.

"Successor Guarantee Trustee" means a successor Guarantee Trustee

possessing the qualifications to act as Guarantee Trustee under Section 4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as

amended.

ARTICLE II. TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of the Trust

Indenture Act that are required to be part of this Guarantee Agreement and

shall, to the extent applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Guarantee Agreement

limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,

inclusive, of the Trust Indenture Act, such imposed duties shall control.

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4

SECTION 2.2. List of Holders.

(a) The Guarantor will furnish or cause to be furnished to the

Guarantee Trustee:

(i) semi-annually, not more than 15 days after January 15 and

July 15 in each year, a list, in such form as the Guarantee Trustee may

reasonably require, of the names and addresses of the Holders as of

such January 1 and July 1, and

(ii) at such other times as the Guarantee Trustee may request

in writing, within 30 days after the receipt by the Guarantor of any

such request, a list of similar form and content as of a date not more

than 15 days prior to the time such list is furnished,

excluding from any such list names and addresses received by the

Guarantee Trustee in its capacity as Securities Registrar.

(b) The Guarantee Trustee shall comply with its obligations under

Section 311(a), Section 311(b) and Section 312(b) of the Trust

Indenture Act.

SECTION 2.3. Reports by the Guarantee Trustee.

The Guarantee Trustee shall transmit to Holders such reports concerning

the Guarantee Trustee and its actions under this Guarantee Agreement as may be

required pursuant to the Trust Indenture Act at the times and in the manner

provided pursuant thereto. If required by Section 313(a) of the Trust Indenture

Act, the Guarantee Trustee shall, within sixty days after each May 15 following

the date of this Guarantee Agreement deliver to Holders a brief report, dated as

of such May 15, which complies with the provisions of such Section 313(a).

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee, the Securities

and Exchange Commission and the Holders such documents, reports and information,

if any, as required by Section 314 of the Trust Indenture Act and the compliance

certificate required by Section 314 of the Trust Indenture Act, in the form, in

the manner and at the times required by Section 314 of the Trust Indenture Act.

Delivery of such reports, information and documents to the Guarantee Trustee is

for informational purposes only and the Guarantee Trustee's receipt of such

shall not constitute constructive notice of any information contained therein,

including the Guarantor's compliance with any of its covenants hereunder (as to

which the Guarantee Trustee is entitled to rely exclusively on Officers'

Certificates).

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of

compliance with such conditions precedent, if any, provided for in this

Guarantee Agreement that relate to any of the matters set forth in Section

314(c) of the Trust Indenture Act. Any certificate or opinion required to be