EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Frank A. Bennack, Jr.
-------------------------
Frank A. Bennack, Jr.
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Michel C. Bergerac
------------------------
Michel C. Bergerac
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Randolph W. Bromery
------------------------
Randolph W. Bromery
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Charles W. Duncan, Jr.
--------------------------
Charles W. Duncan, Jr.
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Melvin R. Goodes
------------------------
Melvin R. Goodes
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ George V. Grune
------------------------
George V. Grune
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ William B. Harrison, Jr.
----------------------------
William B. Harrison, Jr.
Vice Chairman and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Harold S. Hook
------------------------
Harold S. Hook
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Helene L. Kaplan
------------------------
Helene L. Kaplan
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ J. Bruce Llewellyn
------------------------
J. Bruce Llewellyn
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ John P. Mascotte
------------------------
John P. Mascotte
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ John F. McGillicuddy
------------------------
John F. McGillicuddy
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Edward D. Miller
------------------------
Edward D. Miller
President and Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Joseph L. Sclafani
------------------------
Joseph L. Sclafani
Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Walter V. Shipley
------------------------
Walter V. Shipley
Chairman, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Andrew C. Sigler
------------------------
Andrew C. Sigler
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Michael I. Sovern
------------------------
Michael I. Sovern
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ John R. Stafford
------------------------
John R. Stafford
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in- fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ W. Bruce Thomas
------------------------
W. Bruce Thomas
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Peter J. Tobin
------------------------
Peter J. Tobin
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Marina v.N. Whitman
------------------------
Marina v.N. Whitman
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned in his or her
capacity as an officer or director of Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON
AND JOHN B. WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without the others
and with full power of substitution and resubstitution, for and on behalf of
him or her and in his or her name, place and stead, in any and all capacities,
to perform any and all acts and do all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under the Act of equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on August 27, 1995, authorizing the preparation
and filing of Registration Statements, on Form S-4 and/or such other Form or
Forms as shall be appropriate, for the registration under the Act of equity
securities of the Corporation issuable pursuant to the Agreement and Plan of
Merger, dated as of August 27, 1995, between the Corporation and The Chase
Manhattan Corporation, a Delaware Corporation, as the same may be amended,
including without limiting the generality of the foregoing, power and authority
to sign each or any such registration statement, including without limitation,
the prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto
(collectively, the "Registration Statement") to be filed with the Commission,
and to sign any and all instruments or documents to be filed as a part of or in
connection with said Registration Statement, whether such instruments or
documents are filed before or after the effective date of such Registration
Statement, to file such Registration Statement so signed, together with any and
all instruments or documents to be filed as a part of or in connection with
such Registration Statement, with the Commission, to appear before the
Commission in connection with any matter relating to such Registration
Statement; and to do any and all acts and all things and to execute any and all
instruments which said attorneys-in-fact and agents and each of them may deem
necessary or desirable to enable the Corporation to comply with the Act and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Commission thereunder, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of each undersigned director or officer in such capacity, to any application,
report, instrument, certificate, form or other documents, and any and all
supplements and amendments thereto, to be filed on behalf of said Corporation
with the Commission, hereby granting to such attorneys-in-fact and agents, and
each of them, full power to do and perform any and all acts and things
requisite and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 17th day of October 1995.
/s/ Richard D. Wood
------------------------
Richard D. Wood
Director