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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHASE MANHATTAN CORPORATION
(EXACT NAME OF REGISTRANT, AS SPECIFIED IN CHARTER)
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<S> <C>
DELAWARE 13-2624428
(STATE OR OTHER JURISDICTION OF INCORPORATION (IRS EMPLOYER IDENTIFICATION NUMBER)
OR ORGANIZATION)
</TABLE>
------------------------
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ANTHONY J. HORAN
CORPORATE SECRETARY
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
NEILA B. RADIN, ESQ.
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NY 10017
(212) 270-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock............... 750,000 shares (1) (1) $0(1)
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</TABLE>
(1) Pursuant to Rule 429(b), fees previously paid in connection with the
registration of 515,000 shares registered on the Corporation's Registration
Statement on Form S-8 (File No. 333-07941), 225,000 shares registered on the
Corporation's Post Effective Amendment No. 1 on Form S-8 to its Registration
Statement on Form S-4 (File No. 33-63833) and 10,000 shares registered on
the Corporation's Registration Statement on Form S-8 (File No. 33-54547), in
each case remaining unsold thereunder and withdrawn from registration
thereunder, are transferred to this Registration Statement in payment of the
applicable filing fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 19, 1997
THE CHASE MANHATTAN CORPORATION
750,000 SHARES
COMMON STOCK
PAR VALUE $1 PER SHARE
The shares (the "Shares") of Common Stock, $1 par value per share (the
"Common Stock"), of The Chase Manhattan Corporation (including its predecessors,
the "Corporation") offered hereby are those shares purchased pursuant to the
exercise of options issued by the Corporation to employees of the Corporation or
its subsidiaries who are participants (the "Participants") in The Chase
Manhattan Corporation 1996 Long-Term Incentive Plan (the "Current Plan"), the
Chemical Banking Corporation Long-Term Stock Incentive Plan, The Chase Manhattan
1994 Long-Term Incentive Plan, The Chase Manhattan 1987 Long-Term Incentive
Plan, the Chemical Banking Corporation -- 1993 Long Term Incentive Plan of
Margaretten Financial Corporation or the Chemical Banking Corporation -- 1992
Stock Option Plan of Margaretten Financial Corporation (the foregoing plans,
collectively, the "Plans") and transferred by those Participants in accordance
with the terms and conditions of the applicable Plans. See "Plan of
Distribution."
On December 17, 1997, the last reported sale price of the Common Stock on
the New York Stock Exchange (the "NYSE") was $112 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL CREATE, UNDER ANY CIRCUMSTANCES, ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH STATE.
The date of this Prospectus is .
<PAGE> 3
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511 and at Suite
1300, 7 World Trade Center, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 upon payment of the fees prescribed
by the Commission. The Commission maintains a Web site (http://www.sec.gov) that
contains reports, proxy statements and other information regarding registrants
such as the Corporation that file electronically with the Commission. Such
reports and other information also can be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Corporation has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Shares offered hereby. This Prospectus, which forms a part
of such Registration Statement, does not contain all the information set forth
in such Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. Statements made in
this Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete and in each instance are qualified in
all respects by reference to the copy of such documents filed as an exhibit to
the Registration Statement. Any interested parties may inspect the Registration
Statement, without charge, at the public reference facilities maintained by the
Commission at the addresses set forth above, at the Commission's Web site and at
the offices of the New York Stock Exchange, Inc. at the address set forth above
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission are
hereby incorporated by reference in this Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The Corporation's Current Reports on Form 8-K filed on January 24,
1997, March 18, 1997, March 21, 1997, April 18, 1997, July 17, 1997,
October 24, 1997, November 14, 1997 and December 4, 1997.
(d) The description of the Common Stock contained in the Corporation's
Registration Statements filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating such
description.
All documents and reports filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference into this Prospectus and to be a part of
this Prospectus from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
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statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such documents should be
directed to The Chase Manhattan Corporation, 270 Park Avenue, New York, New York
10017, Attention: Office of the Secretary, telephone number (212) 270-4040.
THE CORPORATION
The Corporation is a bank holding company organized under the laws of
Delaware in 1968 and registered under the Bank Holding Company Act of 1956, as
amended. On March 31, 1996, The Chase Manhattan Corporation merged with and into
Chemical Banking Corporation, and Chemical Banking Corporation changed its name
to "The Chase Manhattan Corporation."
The Corporation is a Delaware corporation with its principal office at 270
Park Avenue, New York, New York 10017. Its telephone number is (212) 270-6000.
USE OF PROCEEDS
The amount of the proceeds to be received upon exercise of the transferable
options to which this Prospectus relates will depend upon the exercise prices of
such options and the extent to which they are exercised. Expenses of the
offering will be paid by the Corporation. The proceeds to be received by the
Corporation upon the exercise of the transferable options will be used for
general corporate purposes.
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<PAGE> 5
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus are being offered by the Corporation
to transferees (the "Option Transferees") of transferable options granted to
Participants in the Plans. Certain provisions of the Plans relating to the
transferable options are described below. Such description is qualified in its
entirety by the actual terms of the applicable Plans and the Award Agreements
(as defined below) entered into thereunder, the terms of which will be provided
to any Option Transferee upon written request to the Corporation. The Plans are
filed as exhibits to the Registration Statement.
GENERAL
The Current Plan was adopted on March 19, 1996 by the Board of Directors of
the Corporation (the "Board") and became effective on May 21, 1996 upon approval
of the Current Plan by the Corporation's stockholders. The purposes of the
Current Plan are to encourage selected key employees of the Corporation and its
subsidiaries to acquire a proprietary and vested interest in the growth and
performance of the Corporation, to generate an increased incentive to contribute
to the Corporation's future success and prosperity and to attract talented
individuals. The Current Plan permits the granting of nonqualified stock
options, incentive stock options, stock appreciation rights and other awards of
Common Stock and awards that are valued in whole or in part by reference to or
otherwise based on the value of the Common Stock. The Plans other than the
Current Plan have been terminated with respect to future grants but remain in
effect with respect to awards previously granted thereunder and remaining
unexercised and unexpired.
Currently, the only awards that are transferable under the Plans are
nonqualified stock options ("Nonqualified Options") (which are transferable only
to the extent set forth under "Transferability" below). This Prospectus relates
to up to 750,000 shares of Common Stock which may be offered and sold to Option
Transferees (or to their beneficiaries or the executors, administrators or
beneficiaries of their estates) pursuant to Nonqualified Options transferred to
such Option Transferees as described under "Transferability" below. This
Prospectus also relates to the offer and sale of Common Stock pursuant to such
transferred Nonqualified Options to the beneficiaries of Option Transferees, or
the executors, administrators or beneficiaries of their estates, or other
persons duly authorized by law to administer the estate or assets of such Option
Transferees. Accordingly, the description of the terms of the Plans set forth
below is limited to the terms of the Plans relating to such Nonqualified
Options.
The Plans are not subject to any provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA") and are not qualified under Section 401(a)
of the Internal Revenue Code of 1986 (the "Code").
ADMINISTRATION
The Plans are administered by the Compensation and Benefits Committee of
the Board (including any successor committee, the "Committee"). The Committee is
comprised entirely of disinterested directors who are not employees of the
Corporation or its subsidiaries and are not eligible for the grant of any awards
under the Plans. The members of the Committee are selected and may be removed at
any time by the Board.
The Committee is authorized to interpret the Plans, to establish, amend and
rescind any rules and regulations relating to the Plans, to determine the terms
and provisions of any agreements entered into under the Plans and to make all
other determinations necessary or advisable for the administration of the Plans.
The determinations of the Committee in the administration of the Plans shall be
final and conclusive. For more information about the Plans and their
administrators, individuals may contact Executive Compensation and Benefits, 140
East 45th Street, New York, New York 10017, Attention: Carol S. Glichenhouse
(212) 622-8193.
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The Board or the Committee may amend, suspend or terminate the Plans or any
portion of the Plans at any time without the approval of the Corporation's
stockholders unless otherwise required by law or certain other limitations set
forth in the applicable Plan.
TERMS OF AWARD OF NONQUALIFIED OPTIONS
Each Nonqualified Option granted under a Plan is evidenced by an agreement
(together with any amendments or other documents modifying any such agreement,
an "Award Agreement") setting forth the terms and conditions of such
Nonqualified Option, as determined by the Committee. Each Nonqualified Option is
subject to the terms and conditions of the applicable Plan, the applicable Award
Agreement and such other terms and conditions as the Committee may determine
consistent with the terms of the applicable Plan.
The exercise price of each Nonqualified Option is established at the time
of grant and is not less than 100% of the Fair Market Value of the Common Stock
on the date of grant. The term "Fair Market Value" of the Common Stock means the
average of the high and low sales prices of the Common Stock as reported on the
NYSE composite tape on the applicable date, or, if there are no such sale prices
of Common Stock reported on the NYSE composite tape on such date, the average
price of the Common Stock on the last previous day on which high and low sale
prices were reported on the NYSE composite tape.
The Committee, in its sole discretion, determines the terms and conditions
included in any Award Agreement relating to a Nonqualified Option. These terms
and conditions may include performance targets (including targets based on stock
price, earnings per share or other financial performance measures) which must be
reached before the Nonqualified Option subject to such targets becomes
exercisable. In addition, the applicable Award Agreement may contain provisions
restricting or terminating the right to exercise a Nonqualified Option following
termination of employment of the Participant or other forfeiture provisions.
Upon transfer to an Option Transferee, a Nonqualified Option continues to be
governed by, and subject to the terms and conditions of, the applicable Award
Agreement. See "Transferability" and "Effect of Termination of Employment"
below.
TRANSFERABILITY
Except as set forth in the following paragraph, awards granted under the
Plans (including Nonqualified Options) are not transferable by Participants
except by will or the laws of descent and distribution.
Effective , 1997, each Award Agreement with respect to
each Nonqualified Option granted under each Plan was amended to provide that a
Participant awarded Nonqualified Options may, with the prior specific consent of
the Corporation, transfer for no payment or other consideration any such
unexpired, unexercised Nonqualified Option to an Option Transferee that is an
Immediate Family Member or a trust for the benefit of Immediate Family Members.
The Corporation may subject its prior consent to the Participant providing an
agreement by the Participant and the Option Transferee containing such terms and
conditions as the Corporation deems appropriate in its sole and absolute
discretion. For purposes hereof, "Immediate Family Member" means a child of the
Participant (including any adopted child), a grandchild, a sibling or a parent
or parent-in-law of the Participant or a trust exclusively for the benefit of
one or more of the foregoing. The spouse of a Participant will be an "Immediate
Family Member" with respect to any Nonqualified Option only if such Nonqualified
Option is transferred to a trust for the benefit of such spouse that includes
other Immediate Family Members as beneficiaries.
This Prospectus relates to up to 750,000 shares of Common Stock which may
be offered and sold to Option Transferees pursuant to Nonqualified Options
transferred by Participants to such Option Transferees as described in the
immediately preceding paragraph. This Prospectus also relates to the offer and
sale of Common Stock pursuant to such transferred Nonqualified Options to
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the beneficiaries of Option Transferees, or the executors, administrators or
beneficiaries of their estates, or other persons duly authorized by law to
administer the estate or assets of such Option Transferees.
UPON TRANSFER TO AN OPTION TRANSFEREE, A NONQUALIFIED OPTION CONTINUES TO
BE GOVERNED BY AND SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE PLAN
AND THE RELEVANT AWARD AGREEMENT, AND THE OPTION TRANSFEREE IS ENTITLED TO THE
SAME RIGHTS, AND IS SUBJECT TO THE SAME LIMITATIONS THEREOF, AS THE PARTICIPANT
THEREUNDER, AS IF NO TRANSFER HAD TAKEN PLACE. These terms and conditions
include, without limitation, provisions in the Plan and the related Award
Agreement concerning the right to consent to adverse amendments to the
Nonqualified Option as well as provisions relating to the expiration,
exercisability, exercise price and forfeiture of the Nonqualified Option. For
information regarding the terms of a particular Nonqualified Option and the
related Plan and Award Agreement, Option Transferees may contact Executive
Compensation and Benefits, 140 East 45th Street, New York, New York 10017,
Attention: Carol S. Glichenhouse (212) 622-8193.
No Participant or Option Transferee has any right to receive dividends or
any other rights as a stockholder of the Corporation with respect to shares
issuable pursuant to any Nonqualified Option until such Nonqualified Option is
exercised by such Participant or Option Transferee, as the case may be.
EXERCISE; PAYMENT; WITHHOLDING TAXES
Nonqualified Options may not be exercised by the Option Transferee later
than ten years after their date of grant to the Participant or such earlier date
as is set forth in the relevant Award Agreement. The exercise price of each
share as to which a Nonqualified Option is exercised by an Option Transferee
must be paid by the Option Transferee in full at the time of such exercise. Such
payment must be made, at the sole discretion of the Committee, (i) in cash (e.g.
by certified or official bank check), (ii) by tender of shares of Common Stock
already owned by the Option Transferee valued at a Fair Market Value equal to
the exercise price as of the date of exercise or (iii) by any other payment
methods then available to Participants and Option Transferees under the terms of
the applicable Plan and Award Agreement and applicable law and regulation or
(iv) by any combination of the foregoing.
The foregoing payment methods may be authorized and implemented in
accordance with guidelines established by the Committee. These authorizations
and guidelines may be changed by the Committee at any time.
The Committee has determined that when the exercise price of a Nonqualified
Option is paid by the tender of previously-acquired shares of Common Stock,
surrender and cancellation of the tendered share certificates is not necessary.
In the event of such an exercise, the Corporation will furnish the Option
Transferee with a certificate for a number of Shares equal to the difference
between the number of Shares issued upon exercise of the Nonqualified Option and
the number of previously-acquired shares of Common Stock tendered in full or
partial payment of the exercise price. The Option Transferee will retain the
original share certificate tendered in payment.
Upon exercise by an Option Transferee of a Nonqualified Option, any
federal, state or local withholding taxes arising from the exercise are the
obligation of the Participant. The Shares issuable to the Option Transferee upon
such exercise will not be delivered (and, accordingly, the Option Transferee may
not sell any such Shares) until the Participant's withholding obligations with
respect to such exercise, where applicable, have been satisfied. ACCORDINGLY,
THE TIMING OF RECEIPT OF SHARES UPON EXERCISE OF A NONQUALIFIED OPTION BY AN
OPTION TRANSFEREE IS NOT ENTIRELY WITHIN HIS OR HER CONTROL.
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EFFECT OF TERMINATION OF EMPLOYMENT
Because Nonqualified Options transferred to Option Transferees continue to
be governed by the terms of the applicable Plan and the relevant Award
Agreement, their exercisability continues to be affected by the Participant's
status as an employee of the Corporation or one of its subsidiaries. The
applicable Plans and Award Agreements set forth certain termination or
forfeiture provisions which may be triggered by the termination of employment of
the Participant to which such Nonqualified Option was originally granted or, in
certain cases, acceleration provisions which may be triggered under certain
circumstances following a change of control of the Corporation. IT IS THE
RESPONSIBILITY OF THE OPTION TRANSFEREE TO CONTACT EXECUTIVE COMPENSATION AND
BENEFITS FOR INFORMATION REGARDING THE TERMS OF THE PARTICULAR PLANS AND AWARD
AGREEMENTS GOVERNING THE NONQUALIFIED OPTIONS TRANSFERRED TO THEM AS WELL AS THE
EMPLOYMENT STATUS OF THE PARTICIPANT.
CHANGE IN CAPITAL STRUCTURE
The Plans contain provisions requiring, or providing the Committee with the
discretion to effect, certain adjustments to the Nonqualified Options granted
thereunder upon the occurrence of certain events affecting the Common Stock,
including upon the occurrence of a stock dividend or split, or a
recapitalization, merger or consolidation of the Corporation. Option Transferees
are urged to read the applicable Plans and Award Agreements for information
regarding the particular impact of any such event on the Nonqualified Options
transferred to them.
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
This section is not intended to be a complete statement of the Federal
income tax aspects of the Plans and does not describe the possible effects of
state and other income taxes or of gift, estate and inheritance taxes.
PARTICIPANTS AND OPTION TRANSFEREES ARE ADVISED TO CONSULT A QUALIFIED TAX
ADVISER BEFORE TAKING ANY ACTION PERMITTED WITH RESPECT TO NONQUALIFIED OPTIONS
TRANSFERRED TO THEM.
TRANSFERRED OPTIONS
Neither the Participant nor the Option Transferee will realize taxable
income at the time a Participant transfers a Nonqualified Option without
consideration to an Option Transferee. (However, there may be gift tax
consequences, as to which Participants and Option Transferees are advised to
consult a qualified tax adviser.) Upon the subsequent exercise of the
Nonqualified Option by the Option Transferee, the Participant (not the Option
Transferee) will realize ordinary income in an amount measured by the difference
between the fair market value of the Shares on the date of exercise and the
exercise price, and the Corporation will generally be entitled to a
corresponding deduction. Upon a subsequent disposition of the Shares by the
Option Transferee, the Option Transferee will generally realize short-term or
long-term capital gain or loss, depending on the length of time the Shares have
been held, with the basis for computing such gain or loss equal to the fair
market value of the stock at the time of exercise.
If an Option Transferee delivers previously-acquired shares, however
acquired, in payment of all or any part of the exercise price of a Nonqualified
Option, the Option Transferee will not, as a result of such delivery, be
required to recognize as taxable income or loss any appreciation or depreciation
in the value of the previously-acquired shares after their acquisition date. The
Option Transferee's tax basis in, and holding period for, the
previously-acquired shares surrendered carries over to an equal number of the
Shares received on a share-for-share basis. The tax basis of the remaining
shares is equal to their fair market value on the date of exercise, and the
holding period of such shares commences on such date.
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WITHHOLDING TAXES
As noted above (see "Plan of Distribution -- Exercise; Payment;
Withholding" above), withholding taxes, if any, arising from the exercise of a
Nonqualified Option by an Option Transferee continue to be the obligation of the
applicable Participant, and Shares issuable upon such exercise will not be
delivered to the Option Transferee until such obligations have been satisfied by
the Participant.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Corporation by Neila B. Radin, Esq., counsel for the Corporation and Senior Vice
President and Associate General Counsel of The Chase Manhattan Bank. As of
December 19, 1997, Ms. Radin owned shares of Common Stock and held options to
purchase shares of Common Stock aggregating less than 0.5% of the outstanding
Common Stock of the Corporation.
EXPERTS
The consolidated financial statements and schedules of the Corporation and
its subsidiaries appearing in the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996 have been audited by Price Waterhouse LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
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Registration fee.................................................. $ 0
Legal fees and expenses (including Blue Sky fees and expenses).... 8,000
Miscellaneous..................................................... 2,000
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Total................................................... $10,000
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</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Delaware General Corporation Law (the "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 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 Corporation
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 Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
The Corporation's Restated Certificate of Incorporation empowers the
Corporation to indemnify any director, officer, employee or agent of the
Corporation or any other person who is serving at the Corporation'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.
II-1
<PAGE> 11
The Corporation's Restated Certificate of Incorporation also empowers the
Corporation by action of the Board, notwithstanding any interest of the
directors in the action, to purchase and maintain insurance in such amounts as
the Board deems appropriate to protect any director, officer, employee or agent
of the Corporation or any other person who is serving at the Corporation'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 Corporation 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 Corporation's By-laws require indemnification to the
fullest extent permitted under applicable law, as from time to time in effect.
The By-laws provide an 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
Corporation or, at the request of the Corporation, 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 Corporation and entitle them to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Corporation. 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.
The Corporation's By-laws also provide that the Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation 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 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
<C> <S>
4.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 4.1 to the Corporation's Registration
Statement on Form S-8, dated July 11, 1996, File No. 333-07941).
4.2 By-laws of The Chase Manhattan Corporation, as amended through March 18, 1997
(incorporated by reference to Exhibit 4.2 to the Corporation's Registration
Statement on Form S-3, File No. 333-37567).
4.3 The Chase Manhattan Corporation 1996 Long-Term Incentive Plan (incorporated by
reference to Schedule 14A of the the Corporation filed on April 17, 1996, File No.
1-5805).
4.4 Chemical Banking Corporation Long-Term Stock Incentive Plan, as amended and
restated as of May 19, 1992 (incorporated by reference to Exhibit 10.7 to the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992, File
No. 1-5805).
4.5 The Chase Manhattan 1994 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10o to the The Chase Manhattan Corporation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, File No. 1-5945).
</TABLE>
II-2
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
<C> <S>
4.6 Amendment to The Chase Manhattan 1994 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10S to the The Chase Manhattan Corporation's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995, File No. 1-5945).
4.7 The Chase Manhattan 1987 Long-Term Incentive Plan, as amended (incorporated by
reference to Exhibit 10A to the The Chase Manhattan Corporation's Annual Report on
Form 10-K for the year ended December 31, 1990, File No. 1-5945).
4.8 Amendment to The Chase Manhattan 1987/82 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10T to the The Chase Manhattan Corporation's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995, File No. 1-5945).
4.9 Chemical Banking Corporation -- 1993 Long Term Incentive Plan of Margaretten
Financial Corporation (incorporated by reference to Exhibit 10(bb) to the Annual
Report on Form 10-K of Margaretten Financial Corporation for the year ended
December 31, 1993, File No. 1-10988).
4.10 Chemical Banking Corporation -- 1992 Stock Option Plan of Margaretten Financial
Corporation (incorporated by reference to Exhibit 10(v) to the Registration
Statement on Form S-3 of Margaretten Financial Corporation, File No. 33-44201).
5 Opinion of counsel as to validity of the Shares of Common Stock to be issued.
23.1 Consent of auditors.
23.2 Consent of counsel (included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
ITEM 17. 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, individually or in the
aggregate, represents a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" Table in the effective 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 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-3
<PAGE> 13
(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 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.
II-4
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has 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 the 19th day of
December, 1997.
THE CHASE MANHATTAN CORPORATION
By: /s/ ANTHONY J. HORAN
------------------------------------
Anthony J. Horan
Corporate 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 CAPACITY DATE
- ------------------------------------- ------------------------------ ------------------
<C> <S> <C>
* Chairman of the Board, Chief December 19, 1997
- ------------------------------------- Executive Officer and Director
Walter V. Shipley (Principal Executive Officer)
* President, Chief Operating December 19, 1997
- ------------------------------------- Officer and Director
Thomas G. Labrecque
* Vice Chairman of the Board and December 19, 1997
- ------------------------------------- Director
William B. Harrison, Jr.
* Director December 19, 1997
- -------------------------------------
Frank A. Bennack, Jr.
* Director December 19, 1997
- -------------------------------------
Susan V. Berresford
* Director December 19, 1997
- -------------------------------------
M. Anthony Burns
Director December 19, 1997
- -------------------------------------
H. Laurance Fuller
* Director December 19, 1997
- -------------------------------------
Melvin R. Goodes
* Director December 19, 1997
- -------------------------------------
William H. Gray III
* Director December 19, 1997
- -------------------------------------
George V. Grune
</TABLE>
II-5
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------- ------------------------------ ------------------
<C> <S> <C>
* Director December 19, 1997
- -------------------------------------
Harold S. Hook
Director December 19, 1997
- -------------------------------------
Helene L. Kaplan
* Director December 19, 1997
- -------------------------------------
Henry B. Schacht
Director December 19, 1997
- -------------------------------------
Andrew C. Sigler
* Director December 19, 1997
- -------------------------------------
John R. Stafford
* Director December 19, 1997
- -------------------------------------
Marina v.N. Whitman
* Chief Financial Officer December 19, 1997
- ------------------------------------- (Principal Financial Officer)
Peter J. Tobin
* Controller (Principal December 19, 1997
- ------------------------------------- Accounting Officer)
Joseph L. Sclafani
</TABLE>
- ---------------
* Anthony J. Horan hereby signs this Registration Statement on Form S-3 on
December 19, 1997 on behalf of each of the indicated persons for whom he is
attorney-in-fact pursuant to a power of attorney filed herein.
By: /s/ ANTHONY J. HORAN
------------------------------------
Anthony J. Horan
Corporate Secretary
II-6
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<C> <S>
4.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 4.1 to the Corporation's Registration Statement
on Form S-8, dated July 11, 1996, File No. 333-07941).
4.2 By-laws of The Chase Manhattan Corporation, as amended through March 18, 1997
(incorporated by reference to Exhibit 4.2 to the Corporation's Registration Statement
on Form S-3, File No. 333-37567).
4.3 The Chase Manhattan Corporation 1996 Long-Term Incentive Plan (incorporated by refer-
ence to Schedule 14A of the Corporation, filed on April 17, 1996, File No. 1-5805).
4.4 Chemical Banking Corporation Long-Term Stock Incentive Plan, as amended and restated
as of May 19, 1992 (incorporated by reference to Exhibit 10.7 to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1992, File No. 1-5805).
4.5 The Chase Manhattan 1994 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10o to The Chase Manhattan Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, File No. 1-5945).
4.6 Amendment to The Chase Manhattan 1994 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10S to The Chase Manhattan Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, File No. 1-5945).
4.7 The Chase Manhattan 1987 Long-Term Incentive Plan, as amended (incorporated by
reference to Exhibit 10A to The Chase Manhattan Corporation's Annual Report on Form
10-K for the year ended December 31, 1990, File No. 1-5945).
4.8 Amendment to The Chase Manhattan 1987/82 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10T to The Chase Manhattan Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, File No. 1-5945).
4.9 Chemical Banking Corporation -- 1993 Long Term Incentive Plan of Margaretten
Financial Corporation (incorporated by reference to Exhibit 10(bb) to the Annual
Report on Form 10-K of Margaretten Financial Corporation for the year ended December
31, 1993, File No. 1-10988).
4.10 Chemical Banking Corporation -- 1992 Stock Option Plan of Margaretten Financial
Corporation (incorporated by reference to Exhibit 10(v) to the Registration Statement
on Form S-3 of Margaretten Financial Corporation, File No. 33-44201).
5 Opinion of counsel as to validity of the Shares of Common Stock to be issued.
23.1 Consent of auditors.
23.2 Consent of counsel (included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 5
The Chase Manhattan Bank Neila B. Radin
Legal Department Senior Vice President and
270 Park Avenue Associate General Counsel
New York, New York, 10017
December 19, 1997
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
Re: Registration Statement on Form S-3
----------------------------------
Dear Sirs:
I have acted as counsel to The Chase Manhattan Corporation, a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-3 (the "Registration Statement") being filed by the Company on the date
hereof with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), with respect to 750,000 shares of Common Stock,
$1 par value per share, of the Company (the "Shares"), to be issued to
transferees of options issued pursuant to The Chase Manhattan Corporation 1996
Long-Term Incentive Plan, the Chemical Banking Corporation Long-Term Stock
Incentive Plan, The Chase Manhattan 1994 Long-Term Incentive Plan, The Chase
Manhattan 1987 Long-Term Incentive Plan, the Chemical Banking Corporation--1993
Long Term Incentive Plan of Margaretten Financial Corporation and the Chemical
Banking Corporation--1992 Stock Option Plan of Margaretten Financial
Corporation (collectively, the "Plans") and transferred in accordance with the
terms of the Plans.
In so acting I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for the purposes of this
opinion. Based upon the foregoing, I am of the opinion that when the
Registration Statement has become effective under the Act and the Shares are
issued in accordance with the terms of the applicable Plan and the award
agreement (including any amendment or other document modifying such award
agreement) with respect to the options pursuant to which such Shares are
issuable, the Shares will be duly authorized, validly issued and fully paid and
non-assessable shares of the Company's Common Stock, $1 par value per share.
<PAGE> 2
I know that I am referred to under the caption "Legal Matters" in the
prospectus contained in the Registration Statement, and I hereby consent to the
use of my name in such prospectus and to the use of this opinion for filing
with the Registration Statement as Exhibit 5 thereto. In giving such consent, I
do not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
By: /s/ Neila B. Radin
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus,
constituting part of the Registration Statement on Form S-3 of The Chase
Manhattan Corporation (the "Corporation") of our report dated January 21, 1997
appearing on page 62 of the 1996 Annual Report to Stockholders of the
Corporation set forth on Form 10-K of the Corporation. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
December 19, 1997
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Frank A. Bennack Jr.
-----------------------------------
Frank A. Bennack Jr.
Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Susan V. Berresford
----------------------------------
Susan V. Berresford
Director
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ M. Anthony Burns
-----------------------------------
M. Anthony Burns
Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Melvin R. Goodes
-----------------------------------
Melvin R. Goodes
Director
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ William H. Gray III
-----------------------------------
William H. Gray III
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ George V. Grune
-----------------------------------
George V. Grune
Director
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ William B. Harrison Jr.
---------------------------------------
William B. Harrison Jr.
Vice Chairman of the Board and Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Harold S. Hook
-----------------------------------
Harold S. Hook
Director
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Thomas G. Labrecque
-----------------------------------------------
Thomas G. Labrecque
President, Chief Operating Officer and Director
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Henry B. Schacht
-----------------------------------
Henry B. Schacht
Director
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Walter V. Shipley
------------------------------------
Walter V. Shipley
Chairman of the Board,
Chief Executive Officer and Director
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ John R. Stafford
-----------------------------------
John R. Stafford
Director
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Marina v.N. Whitman
-----------------------------------
Marina v.N. Whitman
Director
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Joseph L. Sclafani
------------------------------------
Joseph L. Sclafani
Controller
(Principal Accounting Officer)
<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 The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints WALTER
V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., PETER J. TOBIN,
DEBORAH L. DUNCAN and ANTHONY J. HORAN, and each of them severally, his or her
true and lawful attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, for
and on behalf of him or her and in his or her name, place and stead, in any and
all capacities, to perform any and all acts and do all things and to execute any
and all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement under the
Act for the registration of debt and equity securities of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
February 18, 1997, authorizing the preparation and filing of a shelf
registration statement on Form S-3 pursuant to Rule 415 under the Act, for the
offer and sale of debt and equity securities of the Corporation, including
without limitation, (i) shares of Common Stock, par value $1.00 per share, (ii)
shares of Preferred Stock, par value $1.00 per share, (iii) currency warrants
and securities warrants, (iv) debt obligations, (v) convertible debt
obligations, (vi) depositary shares or (vii) other securities of the
Corporation, in any combination thereof (the "Securities"), including without
limiting the generality of the foregoing, power and authority to sign the name
of the undersigned director or officer or both in such capacity or capacities,
to such registration statement including without limitation, the prospectuses
and prospectus supplements contained therein, and any and all amendments,
including post-effective amendments, and exhibits thereto, and, if appropriate a
second registration statement that will become effective upon filing pursuant to
Rule 462(b) under the Act (the "Registration Statements") to be filed with the
SEC with respect to such Securities, and to any and all instruments or documents
to be filed as a part of or in connection with said Registration Statements or
any and all amendments thereto, whether such instruments or documents are filed
before or after the effective date of such Registration Statements, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of December 19, 1997.
/s/ Peter J. Tobin
-----------------------------------
Peter J. Tobin
Chief Financial Officer
(Principal Financial Officer)
