<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CHEMICAL BANKING CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-2624428
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
</TABLE>
270 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
---------------------------
THE THRIFT-INCENTIVE PLAN OF THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Full Title of the Plans)
---------------------------
William H. McDavid, Esq.
Chemical Banking Corporation
270 Park Avenue, New York, New York 10017
(Name and address of agent for service)
(212) 270-6000
(Telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
Peter J. Tobin Jeremiah Thomas, Esq.
Chemical Banking Corporation Simpson Thacher & Bartlett
270 Park Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
</TABLE>
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share(1)(2)......... 520,000 $71.25(3) $37,050,000(3) $12,775.86
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes Junior participating Preferred Stock purchase rights. Purchase
rights for units of Junior Participating Preferred Stock will not be
evidenced separately from the Common Stock.
(2) Represents Common stock issuable under The Thrift-Incentive Plan of The
Chase Manhattan Bank (National Association).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to The Thrift-Incentive Plan of The Chase
Manhattan Bank (National Association).
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share and the proposed maximum aggregate offering
price are based upon the average of the high and low prices of the Common
Stock on the New York Stock Exchange Composite Transactions Tape on March
25, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
by Chemical Banking Corporation (the "Company") or The Thrift-Incentive Plan of
The Chase Manhattan Bank (National Association) (the "TIP Plan") are
incorporated by reference into this Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) The Company's Current Reports on Form 8-K dated January 12, 1996,
January 18, 1996, January 19, 1996, February 5, 1996 and March 25, 1996;
(iii) The TIP Plan's Annual Report on Form 11-K for the year ended
December 31, 1994; and
(iv) The description of the Common Stock, par value $1.00 per share
("Common Stock"), of the Company and the purchase rights for units of
Junior Participating Preferred Stock set forth in the Company's
Registration Statements filed pursuant to Section 12 of the Exchange Act
and any amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Company and the TIP Plan pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a posteffective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement
1
<PAGE> 3
actually and reasonably incurred in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity for another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
as described above.
The Restated Certificate of Incorporation of the Company provides that, to
the fullest extent that the DGCL as from time to time in effect permits the
limitation or elimination of the liability of directors, no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
The Company's Restated Certificate of Incorporation empowers the Company to
indemnify any director, officer, employee or agent of the Company or any other
person who is serving at the Company's request in any such capacity with another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) to the fullest extent permitted
under the DGCL as from time to time in effect, and any such indemnification may
continue as to any person who has ceased to be a director, officer, employee or
agent and may inure to the benefit of the heirs, executors and administrators of
such a person.
The Company's Restated Certificate of Incorporation also empowers the
Company by action of its Board of Directors, notwithstanding any interest of the
directors in the action, to purchase and maintain insurance in such amounts as
the Board of Directors deems appropriate to protect any director, officer,
employee or agent of the Company or any other person who is serving at the
Company's request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or incurred by
him in any such capacity arising out of his status as such (including, without
limitation, expenses, judgments, fines (including any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement) to the fullest extent permitted under the DGCL as from time to time
in effect, whether or not the Company would have the power or be required to
indemnify any such individual under the terms of any agreement or by-law or the
DGCL.
In addition, the Company's By-laws require indemnification to the fullest
extent permitted under applicable law, as from time to time in effect. The
By-laws provide a clear and unconditional right to indemnification for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Company or, at the request of the Company, of another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan). The By-laws specify that the right to indemnification so
provided is a contract right, set forth certain procedural and evidentiary
standards applicable to the enforcement of a claim under the By-laws, entitle
the persons to be indemnified to be reimbursed for the expenses of prosecuting
any such claim against the Company and entitle them to have all expenses
incurred in advance of the final disposition of a proceeding paid by the
Company. Such provisions, however, are intended to be in furtherance and not in
limitation of the general right to indemnification provided in the By-laws,
which right of indemnification and of advancement of expenses is not exclusive.
2
<PAGE> 4
The Company's By-laws also provide that the Company may enter into
contracts with any director, officer, employee or agent of the Company in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<S> <C>
4.1 Restated Certificate of Incorporation of Chemical Banking Corporation
(incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K
dated December 31, 1993 of Chemical Banking Corporation)
4.2 Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock,
Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit
2 of the Registration Statement on Form 8-A of Chemical Banking Corporation
dated June 6, 1994)
4.3 By-Laws of Chemical Banking Corporation, as amended (incorporated by reference
to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31, 1993 of
Chemical Banking Corporation)
4.4 Rights Agreement, dated as of April 13, 1989, between Chemical Banking
Corporation and Chemical Bank (as successor rights agent to Harris Trust Company
of New York) (incorporated by reference to Exhibit 4 to the Registration
Statement on Form 8-A of Chemical Banking Corporation dated April 13, 1989)
4.5 Form of Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 5 of the Registration Statement on Form
8-A dated March 13, 1996 of Chemical Banking Corporation (with respect to common
stock subscription warrants))
5 Opinion of Simpson Thacher & Bartlett regarding the legality of securities being
issued
23.1 Consent of Price Waterhouse as to the financial statements of Chemical Banking
Corporation
23.2 Consent of KPMG Peat Marwick LLP as to the financial statements of The
Thrift-Incentive Plan of The Chase Manhattan Bank (National Association)
23.3 Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
24 Powers of Attorney
</TABLE>
The TIP Plan has been submitted to the Internal Revenue Service and the
Registrant undertakes that after the date hereof any amendment to the TIP Plan
will be filed with the Internal Revenue Service in a timely manner and that the
Registrant will make any changes required by the Internal Revenue Service in
order to qualify the TIP Plan.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
3
<PAGE> 5
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
4
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York City, State of New York, on March 29, 1996.
CHEMICAL BANKING CORPORATION
By /s/ John B. Wynne
---------------------------
(John B. Wynne, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Chairman, Chief Executive Officer and March 29, 1996
Walter V. Shipley Director
(Principal Executive Officer)
* President and Director March 29, 1996
Edward D. Miller
* Director March 29, 1996
Frank A. Bennack, Jr.
* Director March 29, 1996
Michel C. Bergerac
* Director March 29, 1996
Randolph W. Bromery
* Director March 29, 1996
Charles W. Duncan, Jr.
* Director March 29, 1996
Melvin R. Goodes
* Director March 29, 1996
George V. Grune
* Director March 29, 1996
William B. Harrison, Jr.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director March 29, 1996
Harold S. Hook
* Director March 29, 1996
Helene L. Kaplan
* Director March 29, 1996
J. Bruce Llewellyn
* Director March 29, 1996
John P. Mascotte
* Director March 29, 1996
John F. McGillicuddy
* Director March 29, 1996
Andrew C. Sigler
* Director March 29, 1996
Michael I. Sovern
* Director March 29, 1996
John R. Stafford
* Director March 29, 1996
W. Bruce Thomas
* Director March 29, 1996
Marina v.N. Whitman
* Director March 29, 1996
Richard D. Wood
* Executive Vice President March 29, 1996
Peter J. Tobin and Chief Financial Officer
(Principal Financial Officer)
* Controller March 29, 1996
Joseph L. Sclafani (Principal Accounting Officer)
</TABLE>
- ---------------
* John B. Wynne hereby signs this Registration Statement on March 29, 1996, on
behalf of each of the above-named Directors and Officers of the Registrant
above whose typed names asterisks appear, pursuant to powers of attorney
6
<PAGE> 8
duly executed by such Directors and Officers and filed with the Securities
and Exchange Commission as exhibits to this Registration Statement.
/s/ John B. Wynne
------------------------------
John B. Wynne
Attorney-in-fact
The TIP Plan. Pursuant to the requirements of the Securities Act of 1933, the
Trustees (or other persons who administer the TIP Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on March 29, 1996.
THE THRIFT-INCENTIVE PLAN OF THE
CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
By: /s/ John J. Farrell
------------------------------------
Name: John J. Farrell
Title: Plan Administrator
7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description No.
- ------ ------------------------------------------------------------------------ -------
<C> <S> <C>
4.1 Restated Certificate of Incorporation of Chemical Banking Corporation
(incorporated by reference to Exhibit 3.1 of the Annual Report on Form
10-K dated December 31, 1993 of Chemical Banking Corporation)
4.2 Certificate of Designations of the Adjustable Rate Cumulative Preferred
Stock, Series L, of Chemical Banking Corporation (incorporated by
reference to Exhibit 2 of the Registration Statement on Form 8-A of
Chemical Banking Corporation dated June 6, 1994)
4.3 By-Laws of Chemical Banking Corporation, as amended (incorporated by
reference to Exhibit 3.2 of the Annual Report on Form 10-K dated
December 31, 1993 of Chemical Banking Corporation)
4.4 Rights Agreement, dated as of April 13, 1989, between Chemical Banking
Corporation and Chemical Bank (as successor rights agent to Harris Trust
Company of New York) (incorporated by reference to Exhibit 4 to the
Registration Statement on Form 8-A of Chemical Banking Corporation dated
April 13, 1989)
4.5 Form of Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 5 of the Registration
Statement on Form 8-A dated March 13, 1996 of Chemical Banking
Corporation (with respect to common stock subscription warrants))
5 Opinion of Simpson Thacher & Bartlett regarding the legality of
securities being issued
23.1 Consent of Price Waterhouse as to financial statements of Chemical
Banking Corporation
23.2 Consent of KPMG Peat Marwick LLP as to the financial statements of The
Thrift-Incentive Plan of The Chase Manhattan Bank (National Association)
23.3 Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
24 Powers of Attorney
</TABLE>
<PAGE> 1
Exhibit 5
March 29, 1996
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel to Chemical Banking Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 of the Company (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to 520,000 shares (the "Shares") of Common Stock, par value $1.00 per
share, of the Company, to be acquired from time to time by The Thrift-Incentive
Plan of The Chase Manhattan Bank (National Association) (the "Plan").
We have examined the Plan. In addition, we have examined, and have relied
as to matters of fact upon, originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
other and further investigations, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that interests in the TIP Plan, when issued
in accordance with the terms of the TIP Plan, will be duly authorized and
validly issued.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the law of the State of New
York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion of counsel as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
<PAGE> 1
Exhibit 23.1
[LETTERHEAD OF PRICE WATERHOUSE LLP]
[LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Chemical Banking Corporation (Registration No.
33-63833) of our report dated January 16, 1996 appearing on page 42 of the
Annual Report on Form 10-K of Chemical Banking Corporation for the year ended
December 31, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
March 29, 1996
<PAGE> 1
Exhibit 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Chemical Banking Corporation of our report dated June 7, 1995,
relating to the statement of net assets available for plan benefits of The
Thrift-Incentive Plan of The Chase Manhattan Bank, N.A. as of December 31, 1994
and 1993, and the related statements of changes in net assets available for plan
benefits for the years then ended, which report appears in the December 31, 1994
Annual Report on Form 11-K of The Thrift-Incentive Plan of The Chase Manhattan
Bank, N.A.
/s/ KPMG Peat Marwick LLP
New York, New York
March 29, 1996
<PAGE> 1
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 Chemical Banking Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WALTER V.
SHIPLEY, EDWARD D. MILLER, WILLIAM B. HARRISON, JR., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements 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.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Walter V. Shipley
Walter V. Shipley
<PAGE> 3
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 4
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Edward D. Miller
Edward D. Miller
<PAGE> 5
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 6
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Frank A. Bennack, Jr.
Frank A. Bennack, Jr.
<PAGE> 7
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 8
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Michel C. Bergerac
--------------------------------------------------------------------
Michel C. Bergerac
<PAGE> 9
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 10
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Randolph W. Bromery
--------------------------------------------------------------------
Randolph W. Bromery
<PAGE> 11
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 12
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Charles W. Duncan, Jr.
Charles W. Duncan, Jr.
<PAGE> 13
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 14
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Melvin R. Goodes
Melvin R. Goodes
<PAGE> 15
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 16
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ George V. Grune
George V. Grune
<PAGE> 17
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements 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.
<PAGE> 18
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ William B. Harrison, Jr.
William B. Harrison, Jr.
<PAGE> 19
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements 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.
<PAGE> 20
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Harold S. Hook
Harold S. Hook
<PAGE> 21
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements 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.
<PAGE> 22
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Helene L. Kaplan
Helene L. Kaplan
<PAGE> 23
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including post-effective amendments, supplements 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.
<PAGE> 24
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ J. Bruce Llewellyn
J. Bruce Llewellyn
<PAGE> 25
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 26
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ John P. Mascotte
-------------------------------------------------------------------------
John P. Mascotte
<PAGE> 27
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 28
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ John F. McGillicuddy
John F. McGillicuddy
<PAGE> 29
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 30
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Andrew C. Sigler
Andrew C. Sigler
<PAGE> 31
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 32
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Michael I. Sovern
Michael I. Sovern
<PAGE> 33
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 34
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ John R. Stafford
John R. Stafford
<PAGE> 35
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation--THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 36
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ W. Bruce Thomas
W. Bruce Thomas
<PAGE> 37
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., (and in
addition, on the effective date of the merger with The Chase Manhattan
Corporation--THOMAS G. LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN
B. WYNNE and ANTHONY J. HORAN, 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 shares of Common Stock, par value $1.00 per
share ("Common Stock"), 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 (i) a registration statement on
Form S-3 or such other form as is then appropriate for the registration of
Common Stock issuable upon exercise of common stock subscription warrants
of The Chase Manhattan Corporation ("Chase") to be assumed by the
Corporation pursuant to the Agreement and Plan of Merger, dated as of
August 27, 1995 (the "Merger Agreement"), between the Corporation and Chase
and (ii) one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock
issuable upon exercise of or pursuant to stock options, units and/or
similar securities to be assumed by the Corporation pursuant to the Merger
Agreement, including without limiting the generality of the foregoing,
power and authority to sign each such registration statement, and any and
all amendments, including posteffective amendments, supplements 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.
<PAGE> 38
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Marina v.N Whitman
Marina v.N Whitman
<PAGE> 39
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., (and in
addition, on the effective date of the merger with The Chase Manhattan
Corporation -- THOMAS G. LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN,
JOHN B. WYNNE and ANTHONY J. HORAN, 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 shares of Common Stock, par value $1.00 per
share ("Common Stock"), 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 (i) a registration statement on
Form S-3 or such other form as is then appropriate for the registration of
Common Stock issuable upon exercise of common stock subscription warrants
of The Chase Manhattan Corporation ("Chase") to be assumed by the
Corporation pursuant to the Agreement and Plan of Merger, dated as of
August 27, 1995 (the "Merger Agreement"), between the Corporation and Chase
and (ii) one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock
issuable upon exercise of or pursuant to stock options, units and/or
similar securities to be assumed by the Corporation pursuant to the Merger
Agreement, including without limiting the generality of the foregoing,
power and authority to sign each such registration statement, and any and
all amendments, including posteffective amendments, supplements 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.
<PAGE> 40
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Richard D. Wood
--------------------------------------------------------------------
Richard D. Wood
<PAGE> 41
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., (and in
addition, on the effective date of the merger with The Chase Manhattan
Corporation -- THOMAS G. LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN,
JOHN B. WYNNE and ANTHONY J. HORAN, 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 shares of Common Stock, par value $1.00 per
share ("Common Stock"), 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 (i) a registration statement on
Form S-3 or such other form as is then appropriate for the registration of
Common Stock issuable upon exercise of common stock subscription warrants
of The Chase Manhattan Corporation ("Chase") to be assumed by the
Corporation pursuant to the Agreement and Plan of Merger, dated as of
August 27, 1995 (the "Merger Agreement"), between the Corporation and Chase
and (ii) one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock
issuable upon exercise of or pursuant to stock options, units and/or
similar securities to be assumed by the Corporation pursuant to the Merger
Agreement, including without limiting the generality of the foregoing,
power and authority to sign each such registration statement, and any and
all amendments, including posteffective amendments, supplements 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.
<PAGE> 42
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Peter J. Tobin
--------------------------------------------------------------------
Peter J. Tobin
<PAGE> 43
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., (and in addition, on the
effective date of the merger with The Chase Manhattan Corporation -- THOMAS G.
LABREQUE and E. MICHEL KRUSE), PETER J. TOBIN, JOHN B. WYNNE and ANTHONY J.
HORAN, 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 shares of Common Stock, par value $1.00 per share
("Common Stock"), 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 (i) a registration statement on Form S-3 or such other
form as is then appropriate for the registration of Common Stock issuable upon
exercise of common stock subscription warrants of The Chase Manhattan
Corporation ("Chase") to be assumed by the Corporation pursuant to the Agreement
and Plan of Merger, dated as of August 27, 1995 (the "Merger Agreement"),
between the Corporation and Chase and (ii) one or more registration statements
on Form S-8 or such other Form or Forms as are then appropriate for the
registration of Common Stock issuable upon exercise of or pursuant to stock
options, units and/or similar securities to be assumed by the Corporation
pursuant to the Merger Agreement, including without limiting the generality of
the foregoing, power and authority to sign each such registration statement, and
any and all amendments, including posteffective amendments, supplements 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.
<PAGE> 44
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of February, 1996.
/s/ Joseph L. Sclafani
--------------------------------------------------------------------
Joseph L. Sclafani
