EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ Hans W. Becherer
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ Susan V. Berresford
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ M. Anthony Burns
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ H. Laurance Fuller
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ William H. Gray, III
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ William B. Harrison Jr.
Vice Chairman of the Board
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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ Thomas G. Labrecque
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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ Henry B. Schacht
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ Walter V. Shipley
Chairman of the Board, 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ 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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ Marc J. Shapiro
(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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J. SHAPIRO,
DEBORAH L. DUNCAN, WILLIAM H. MCDAVID and ANTHONY J. HORAN, and each of them
severally, his or her true and lawful attorneys-in-fact and agents, with full
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 (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
(the "SEC") thereunder in connection with the filing of the accompanying
registration statement under the Act for the registration of debt and equity
securities of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 20, 1998, authorizing the preparation
and filing of a shelf registration statement on Form S-3 pursuant to Rule 415
under the Act, for the offer and sale of debt and equity securities of the
Corporation, including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per share,
(iii) currency warrants and securities warrants, (iv) debt obligations, (v)
convertible debt obligations, (vi) depositary shares or (vii) other securities
of the Corporation, in any combination thereof (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to 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, and, if
appropriate a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, 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 in connection therewith as the undersigned
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 June 11, 1998.
/s/ Joseph L. Sclafani
Controller
(Principal Accounting Officer)