As Filed With The Securities And Exchange Commission On March 1, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE CHASE MANHATTAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-2624428
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
(212) 270-6000
(Address of Principal Executive Offices)
The Chase Manhattan Value Sharing Program
(Full Title of the Plan)
Anthony J. Horan, Corporate Secretary
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
(212) 270-6000
(Name and Address 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
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
---------------- ---------- ------------ -------- ----------------
<S> <C> <C> <C> <C>
Common Stock 20,000,000 shares $59.94 $1,198,800,000 $333,267
</TABLE>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for the purpose of calculating the
registration fee and are based upon the maximum price at which options may
be exercised.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
relating to this Registration Statement also relates to the 4,375,960 shares of
common stock remaining available for issuance as of January 31, 1999 under the
Registration Statement on Form S-8 (No. 333-22451) previously filed by the
Registrant and as to which a filing fee of $248,655.30 was paid. This
Registration Statement constitutes Post-Effective Amendment No. 1 to that
Registration Statement on Form S-8.
<PAGE>
Explanatory Note
This Registration Statement is solely for the registration of additional
shares of common stock of The Chase Manhattan Corporation for issuance under the
The Chase Manhattan Corporation -- Value Sharing Program (the "Plan").
Therefore, pursuant to General Instruction E to Form S-8, the contents of the
earlier registration statement relating to the Plan (No. 333-22451) are
incorporated by reference into this Registration Statement.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 4.1 to the Registration Statement on
Form S-8 (File No. 333-07941) of The Chase Manhattan Corporation).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of The
Chase Manhattan Corporation (incorporated by reference to Exhibit 3.2 to
the Registration on Form S-3 (File No. 333-56573) of The Chase Manhattan
Corporation).
4.3 Certificate of Designations of Fixed/Adjustable Rate Noncumulative
Preferred Stock of The Chase Manhattan Corporation (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.4 By-laws of The Chase Manhattan Corporation, as amended through March 17,
1998 (incorporated by reference to Exhibit 3.2 of the Annual Report on
Form 10-K for the year ended December 31, 1997 of The Chase Manhattan
Corporation (File No. 1-5805)).
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.
<PAGE>
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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 26th day of
February, 1999.
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.
Signature Capacity Date
--------- -------- ----
* Chairman of the Board, February 26, 1999
- ------------------------- Chief Executive Officer
Walter V. Shipley and Director
(Principal Executive Officer)
* President, Chief Operating February 26, 1999
- -------------------------
Thomas G. Labrecque Officer and Director
* Vice Chairman of the Board February 26, 1999
- ------------------------- and Director
William B. Harrison, Jr.
* Director February 26, 1999
- -------------------------
Hans W. Becherer
* Director February 26, 1999
- -------------------------
Frank A. Bennack, Jr.
* Director February 26, 1999
- -------------------------
Susan V. Berresford
* Director February 26, 1999
- -------------------------
M. Anthony Burns
<PAGE>
* Director February 26, 1999
- -------------------------
H. Laurance Fuller
*
- ------------------------- Director February 26, 1999
Melvin R. Goodes
* Director February 26, 1999
- -------------------------
William H. Gray III
* Director February 26, 1999
- -------------------------
George V. Grune
* Director February 26, 1999
- -------------------------
Harold S. Hook
* Director February 26, 1999
- -------------------------
Helene L. Kaplan
* Director February 26, 1999
- -------------------------
Henry B. Schacht
* Director February 26, 1999
- -------------------------
Andrew C. Sigler
* Director February 26, 1999
- -------------------------
John R. Stafford
* Director February 26, 1999
- -------------------------
Marina v.N. Whitman
* Vice Chairman Finance and February 26, 1999
- ------------------------- Risk Management
Marc J. Shapiro (Principal Financial Officer)
* Executive Vice President February 26, 1999
- ------------------------- and Controller
Joseph L. Sclafani (Principal Accounting Officer)
- ----------
* Anthony J. Horan hereby signs this Registration Statement on Form S-8 on
February 26, 1999 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
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 4.1 to the Registration Statement on
Form S-8 (File No. 333-07941) of The Chase Manhattan Corporation).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of The
Chase Manhattan Corporation (incorporated by reference to Exhibit 3.2 to
the Registration on Form S-3 (File No. 333-56573) of The Chase Manhattan
Corporation).
4.3 Certificate of Designations of Fixed/Adjustable Rate Noncumulative
Preferred Stock of The Chase Manhattan Corporation (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3 (File No.
333-56573) of The Chase Manhattan Corporation).
4.4 By-laws of The Chase Manhattan Corporation, as amended through March 17,
1998 (incorporated by reference to Exhibit 3.2 of the Annual Report on
Form 10-K for the year ended December 31, 1997 of The Chase Manhattan
Corporation (File No. 1-5805)).
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.
March 1, 1999
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
The Chase Manhattan Corporation
Value Sharing Program
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-8 (the "Registration Statement") being filed by the Company on the date
hereof with the Securities and Exchange Commission under the Securities Act of
1933 (the "Act") with respect to 20,000,000 shares of Common Stock, $1 par value
per share (the "Shares"), to be issued pursuant to The Chase Manhattan
Corporation Value Sharing Program (the "Program").
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 Program, 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.
I am admitted to practice only in the State of New York and, accordingly,
I do not express any opinion concerning any laws other than the laws of the
State of New York, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.
I know that I am referred to in Item 5 of Part II of the Registration
Statement and I hereby consent to the use of my name in such Item 5 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,
/s/ Neila B. Radin
------------------------------
Senior Vice President and
Associate General Counsel
February 26, 1999
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of The Chase Manhattan Corporation (the "Corporation") of
our report dated January 20, 1998 appearing on page 45 of the 1997 Annual Report
to Stockholders of the Corporation which is incorporated by reference in the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Hans W. Becherer
----------------------------
Hans W. Becherer
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Frank A. Bennack, Jr.
-----------------------------
Frank A. Bennack, Jr.
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Susan V. Berresford
-----------------------------
Susan V. Berresford
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ M. Anthony Burns
----------------------------
M. Anthony Burns
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ H. Laurance Fuller
----------------------------
H. Laurance Fuller
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Melvin R. Goodes
-----------------------------
Melvin R. Goodes
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ William H. Gray, III
-----------------------------
William H. Gray, III
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ George V. Grune
----------------------------
George V. Grune
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Harold S. Hook
----------------------------
Harold S. Hook
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Helene L. Kaplan
-----------------------------
Helene L. Kaplan
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Henry B. Schacht
----------------------------
Henry B. Schacht
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Andrew C. Sigler
----------------------------
Andrew C. Sigler
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ John R. Stafford
----------------------------
John R. Stafford
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Marina v.N. Whitman
-----------------------------
Marina v.N. Whitman
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ William B. Harrison Jr.
------------------------------
William B. Harrison Jr.
Vice Chairman of the Board
and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Thomas G. Labrecque
-----------------------------
Thomas G. Labrecque
President and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Walter V. Shipley
----------------------------
Walter V. Shipley
Chairman of the Board,
Chief Executive Officer and
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Marc J. Shapiro
-----------------------------
Marc J. Shapiro
(Principal Financial Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, WILLIAM B. HARRISON JR., MARC J.
SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, BRUCE A. SMITH and ANTHONY J. HORAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933 (the "Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of shares
of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation
pursuant to resolutions adopted by the Board of Directors of the Corporation on
January 20, 1998 and amended on January 19, 1999, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, 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 February 26, 1999.
/s/ Joseph L. Sclafani
----------------------------
Joseph L. Sclafani
Controller
(Principal Accounting Officer)
