As Filed With The Securities And Exchange Commission On December 7, 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 ----------
Incorporation or Organization) (IRS Employer
Identification Number)
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
(212) 270-6000
(Address of Principal Executive Offices)
The Chase Manhattan Corporation --
Hambrecht & Quist Group 1996 Equity Plan
The Chase Manhattan Corporation --
Hambrecht & Quist Group 1995 Stock Option Plan
Stock Option Agreement with Daniel H. Case III
(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 Proposed
Maximum Maximum
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE Amount of
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING REGISTRATION FEE
---------------- ---------- ------------ -------- ----------------
PRICE(1)
<S> <C> <C> <C> <C>
Common Stock 3,100,000 shares $61.39 $190,309,000 $50,242
</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 assuming for purposes of this calculations that such options
were issued on December 2, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are incorporated herein by reference the following documents of The
Chase Manhattan Corporation, a Delaware corporation (the "Corporation"),
heretofore filed by it with the Securities and Exchange Commission (the
"Commission"):
(a) Annual Report on Form 10-K for the year ended December 31, 1998;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
(c) Current Reports on Form 8-K dated January 19, 1999, March 16, 1999,
March 24, 1999, April 20, 1999, May 21, 1999, June 3, 1999, July 14,
1999, July 21, 1999, September 28, 1999, October 20, 1999 and
November 1, 1999; and
(d) The description of the Corporation's Common Stock set forth in the
Corporation's Registration Statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act") and any
amendment or report filed for the purpose of updating that
description.
All documents filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act subsequent to the date of this Registration Statement on Form S-8 and prior
to the filing of a post-effective amendment to this Registration Statement on
Form S-8 indicating that all securities offered hereunder have been sold or
which deregisters all securities remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement on Form S-8 and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement on Form S-8 to the extent that a statement contained in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement on Form S-8.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock, $1 par value, of the Corporation offered
pursuant to this Registration Statement on Form S-8 will be passed upon for the
Corporation by Neila B. Radin, Esq., Senior Vice President and Associate General
Counsel of The Chase Manhattan Bank. Ms. Radin owns or has the right to acquire
shares of common stock of the Corporation in an amount that does not exceed
.005% of the outstanding common stock of the Corporation.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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
<PAGE>
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.
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
<PAGE>
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 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 June 1,
1999.
<PAGE>
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.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this 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 the high end
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, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at THAT TIME SHALL BE DEEMED TO BE THE INITIAL BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
<PAGE>
(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 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.
<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 6th day of
December, 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
--------- -------- ----
/S/ Walter V. Shipley Chairman of the Board and 12/6/99
- ---------------------------- Director
Walter V. Shipley
/S/ William B. Harrison, Jr. President, Chief Executive 12/6/99
- ---------------------------- Director Director and Director
William B. Harrison, Jr. (Principal Executive Officer)
/S/ Hans W. Becherer Director 12/6/99
- ----------------------------
Hans W. Becherer
/S/ Frank A. Bennack, Jr. Director 12/6/99
- ----------------------------
Frank A. Bennack, Jr.
/S/ Susan V. Berresford Director 12/6/99
- ----------------------------
Susan V. Berresford
/S/ M. Anthony Burns Director 12/6/99
- ----------------------------
M. Anthony Burns
<PAGE>
/S/ H. Laurance Fuller Director 12/6/99
- ----------------------------
H. Laurance Fuller
/S/ Melvin R. Goodes Director 12/6/99
- ----------------------------
Melvin R. Goodes
/S/ William H. Gray III Director 12/6/99
- ----------------------------
William H. Gray III
/S/ Harold S. Hook Director 12/6/99
- ----------------------------
Harold S. Hook
/S/ Helene L. Kaplan Director 12/6/99
- ----------------------------
Helene L. Kaplan
/S/ Henry B. Schacht Director 12/6/99
- ----------------------------
Henry B. Schacht
/S/ Andrew C. Sigler Director 12/6/99
- ----------------------------
Andrew C. Sigler
/S/ John R. Stafford Director 12/6/99
- ----------------------------
John R. Stafford
/S/ Marina v.N. Whitman Director 12/6/99
- ----------------------------
Marina v.N. Whitman
/S/ Marc J. Shapiro Vice Chairman Finance and 12/6/99
- ---------------------------- Risk Management
Marc J. Shapiro (Principal Financial Officer)
/S/ Joseph L. Sclafani Executive Vice President 12/6/99
- ---------------------------- and Controller
Joseph L. Sclafani (Principal Accounting Officer)
- ----------
* Anthony J. Horan hereby signs this Registration Statement on Form S-8 on
December 6, 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 June 1,
1999.
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.
BY-LAWS
THE CHASE MANHATTAN CORPORATION
As Amended by the Board of Directors effective June 1, 1999
Office of the Secretary
270 Park Avenue, 35th floor
New York, New York 10017
<PAGE>
CONTENTS
SUBJECT
ARTICLE
- -------
I MEETINGS OF STOCKHOLDERS
Section 1.01 Annual Meeting
Section 1.02 Special Meetings
Section 1.03 Notice of Meetings
Section 1.04 Quorum
Section 1.05 Organization
Section 1.06 Voting
Section 1.07 List of Stockholders
Section 1.08 Inspectors of Election
Section 1.09 Notice of Stockholder Business and Director
Nominations.
II BOARD OF DIRECTORS
Section 2.01 Number
Section 2.02 Vacancies
Section 2.03 Annual Meeting
Section 2.04 Regular Meetings
Section 2.05 Special Meetings
Section 2.06 Quorum
Section 2.07 Rules and Regulations
Section 2.08 Compensation
III COMMITTEES
Section 3.01 Executive Committee
Section 3.02 Audit Committee
Section 3.03 Other Committees
IV OFFICERS AND AGENTS
Section 4.01 Officers
Section 4.02 Clerks and Agents
Section 4.03 Term of Office
Section 4.04 Chairman of the Board
Section 4.05 Chief Executive Officer
Section 4.06 President
Section 4.07 Vice Chairman of the Board
Section 4.08 Chief Financial Officer
Section 4.09 Controller
Section 4.10 Secretary
Section 4.11 Assistant Corporate Secretary
Section 4.12 General Auditor
Section 4.13 Powers and Duties of Other Officers
<PAGE>
V PROXIES RE STOCK OR OTHER SECURITIES OF OTHER CORPORATIONS
VI SHARES AND THEIR TRANSFER
Section 6.01 Certificates for Stock
Section 6.02 Transfers of Stock
Section 6.03 Regulations
Section 6.04 Lost, Stolen, Destroyed and Mutilated Certificates
Section 6.05 Fixing Date for Determination of Stockholders
of Record
VII CORPORATE SEAL
VIII FISCAL YEAR
IX INDEMNIFICATION
Section 9.01 Right to Indemnification
Section 9.02 Contracts and Funding
Section 9.03 Employee Benefit Plans
Section 9.04 Indemnification Not Exclusive Right
Section 9.05 Advancement of Expenses; Procedures
X BY-LAWS
Section 10.01 Inspection
Section 10.02 Amendments
Section 10.03 Construction
<PAGE>
BY-LAWS
OF
THE CHASE MANHATTAN CORPORATION
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The annual meeting of the stockholders of
The Chase Manhattan Corporation (the "Corporation") shall be held on the third
Tuesday in May in each year (or, if that day shall be a legal holiday then on
the next preceding business day) at such time and place within or without the
State of Delaware, as may be specified in the notice thereof, as shall be fixed
by the Board of Directors (the "Board"), for the purpose of electing directors
and for the transaction of such other business as may properly be brought before
such meeting. If any annual meeting shall not be held on the day designated or
the directors shall not have been elected thereat or at any adjournment thereof,
thereafter the Board shall cause a special meeting of the stockholders to be
held as soon as practicable for the election of directors. At such special
meeting the stockholders may elect directors and transact other business with
the same force and effect as at an annual meeting of the stockholders duly
called and held.
SECTION 1.02. SPECIAL MEETINGS. A special meeting of the stockholders may
be called at any time by the Board, the Chairman of the Board (herein called the
Chairman), the Chief Executive Officer, the President or a Vice Chairman of the
Board or otherwise as provided by the General Corporation Law of the State of
Delaware (herein called Delaware General Corporation Law). Such meetings shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the Board or in the respective notices or waivers
of notice thereof.
SECTION 1.03. NOTICE OF MEETINGS. Except as may otherwise expressly be
required by law, notice of the place, date and hour of holding each annual and
special meeting of the stockholders and the purpose or purposes thereof shall be
delivered personally or mailed in a postage prepaid envelope, not less than ten
(10) nor more than sixty (60) days before the date of such meeting, to each
person who appears on the stock books and records of the Corporation as a
stockholder entitled to vote at such meeting, and, if mailed, it shall be
directed to such stockholder at his address as it appears on such records unless
he shall have filed with the Secretary of the Corporation a written request that
notice intended for him be mailed to some other address, in which case it shall
be mailed to the address designated in such request. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such meeting, object to the transaction of any business because the meeting has
not been lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy. Unless the
Board shall fix a new record date for an adjourned meeting, notice of such
adjourned meeting need not be given if the time and place to which the meeting
shall be adjourned were announced at the meeting
-1-
<PAGE>
at which the adjournment was taken, provided that the adjournment is not for
more than thirty (30) days.
SECTION 1.04. QUORUM. At each meeting of the stockholders, stockholders
holding of record shares of common stock constituting a majority of the voting
power of stock of the Corporation having general voting power (shares having
such general voting power being hereinafter sometimes referred to as a "voting
interest of the stockholders") shall be present in person or by proxy to
constitute a quorum for the transaction of business. In the absence of a quorum
at any such meeting or any adjournment or adjournments thereof, a majority in
voting interest of the stockholders present in person or by proxy and entitled
to vote thereat, or in the absence therefrom of all the stockholders, any
officer entitled to preside at, or to act as secretary of, such meeting may
adjourn such meeting from time to time. At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might have been
transacted at the meeting as originally called. The absence from any meeting of
stockholders holding the number of shares of stock of the Corporation required
by the laws of the State of Delaware or by the Certificate of Incorporation of
the Corporation or by these By-laws for action upon any given matter shall not
prevent action at such meeting upon any other matter or matters which may
properly come before the meeting, if there shall be present thereat in person or
by proxy stockholders holding the number of shares of stock of the Corporation
required in respect of such other matter or matters.
SECTION 1.05. ORGANIZATION. At each meeting of the stockholders, the
Chairman, or, if he shall be absent therefrom, the Chief Executive Officer, the
President, or a Vice Chairman of the Board, or, if they also shall be absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by a majority in voting interest of the stockholders present in person or by
proxy and entitled to vote thereat, or, if all the officers of the Corporation
shall be absent therefrom, a stockholder holding of record shares of stock of
the Corporation so chosen, shall act as chairman of the meeting and preside
thereat; and the Secretary, or, if he shall be absent from such meeting or shall
be required pursuant to the provisions of this Section to act as chairman of
such meeting, the person (who shall be an Assistant Corporate Secretary, if an
Assistant Corporate Secretary shall be present thereat) whom the chairman of
such meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.
SECTION 1.06. VOTING. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the stock books and
records of the Corporation:
(a) on the date fixed pursuant to the provisions of Article VI of these
By-laws as the record date for the determination of stockholders who
shall be entitled to notice of and to vote at such meeting, or
(b) if no such record date shall have been so fixed, then at the close
of business on the day next preceding the day on which notice of the
meeting shall be given.
Persons holding in a fiduciary capacity stock of the Corporation shall be
entitled to vote such stock so held, and persons whose stock is pledged shall be
entitled to vote such stock, unless in the
-2-
<PAGE>
transfer by the pledgor on the books of the Corporation he shall have expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon. If shares of stock of the
Corporation shall stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons shall have the same
fiduciary relationship respecting the same shares of stock of the Corporation,
unless the Secretary shall have been given written notice to the contrary and
have been furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:
(a) if only one shall vote, his act shall bind all;
(b) if more than one shall vote, the act of the majority so voting shall
bind all; and
(c) if more than one shall vote, but the vote shall be evenly split on
any particular matter, then, except as otherwise required by the
Delaware General Corporation Law, each faction may vote the shares
in question proportionally.
If the instrument so filed shall show that any such tenancy is held in unequal
interests, the majority or even-split for the purpose of the next foregoing
sentence shall be a majority or even-split in interest. Any vote on stock of the
Corporation may be given at any meeting of the stockholders by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in writing
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the Secretary of the Corporation or to the secretary of the
meeting, or by the transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be
the holder of the proxy to receive such transmission, provided that any such
telegram, cablegram, or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder. Any copy, facsimile telecommunication or other reliable
reproduction of such writing or transmission may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that ANY SUCH
REPRODUCTION IS A COMPLETE REPRODUCTION OF THE ENTIRE ORIGINAL WRITING OR
TRANSMISSION. No proxy shall be voted or acted upon after three (3) years from
its date, unless said proxy shall provide for a longer period. At all meetings
of the stockholders all matters, except those otherwise specified in these
By-laws, and except also those the manner of deciding upon which is otherwise
expressly regulated by law or by the Certificate of Incorporation of the
Corporation, shall be decided by the vote of a majority in voting interest of
the stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Except in the case of votes for the election of directors,
unless demanded by a stockholder of the Corporation present in person or by
proxy at any meeting of the stockholders and entitled to vote thereat or so
directed by the chairman of the meeting, the vote thereat need not be by ballot.
Upon a demand of any such stockholder for a vote by ballot on any question or at
the direction of such chairman that a vote by ballot be taken on any question,
such vote shall be taken. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.
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SECTION 1.07. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of its stock books and
records, either directly or through another officer of the Corporation
designated by him or through a transfer agent appointed by the Board, to prepare
and make, at least ten (10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
said meeting, either at a place within the city where said meeting is to be
held, which place shall be specified in the notice of said meeting, or, if not
so specified, at the place where said meeting is to be held. The list shall also
be produced and kept at the time and place of said meeting during the whole time
thereof, and may be inspected by any stockholder who shall be present thereat.
Upon the willful neglect or refusal of the directors to produce such list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting. The stock books and records shall be the only
evidence as to who are the stockholders entitled to examine the stock books and
records of the Corporation, or such list, or to vote in person or by proxy at
any meeting of stockholders.
SECTION 1.08. INSPECTORS OF ELECTION. At each meeting of the stockholders,
the chairman of such meeting may appoint two or more Inspectors of Election to
act thereat. Each Inspector of Election so appointed shall first subscribe an
oath or affirmation faithfully to execute the duties of an Inspector of Election
at such meeting with strict impartiality and according to the best of his
ability. Such Inspectors of Election, if any, shall take charge of the ballots
at such meeting and after the balloting thereat on any question shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Election need not be a
stockholder of the Corporation, and any officer of the Corporation may be an
Inspector of Election on any question other than a vote for or against his
election to any position with the Corporation or on any other question in which
he may be directly interested.
SECTION 1.09. NOTICE OF STOCKHOLDER BUSINESS AND DIRECTOR NOMINATIONS.
(a) Business and Director Nominations to be Considered At Annual Meeting of
Stockholders.
(1) Nominations of persons for election to the Board and the proposal of
business to be considered by the stockholders may be made at an
annual meeting of stockholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board, or
(iii) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this By-law
who is entitled to vote at the meeting and complies with the notice
procedures set forth in this By-law.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this By-law Section 1.09, (i) the stockholder
must have given timely notice thereof in writing to the Secretary of
the Corporation and (ii) such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal offices
of the Corporation not later than the close of business on the 90th
day nor earlier than the 120th day prior to the first anniversary of
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the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than thirty (30)
days before or more than sixty (60) days after such anniversary
date, notice by the stockholder to be timely must be so delivered
not earlier than the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior
to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the
giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or re-election as a
director all information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
(ii) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to
be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business
of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (A) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owner, (B) the class and number of shares of the
Corporation which are owned beneficially and of record by such
stockholder and any such beneficial owner, and (C) whether the
proponent intends or is part of a group which intends to solicit
proxies from other stockholders in support of such proposal or
nomination.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2)
of this By-law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of
the increased Board of Directors at least ninety (90) days prior to
the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-law shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal offices of the Corporation not later than
the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.
(b) Business and Director Nominations to be Considered At Special Meetings of
Stockholders.
(1) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting.
(2) Nominations of persons for election to the Board may be made at a
special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's
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notice of meeting (i) by or at the direction of the Board; or (ii)
provided that the Board has determined that directors shall be
elected at such meeting, by any stockholder of the Corporation who
(A) is a stockholder of record at the time of giving of notice
provided for in this By-law, (B) shall be entitled to vote at the
meeting, and (C) complies with the notice procedures set forth in
this By-law. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more persons to the
Board, any such stockholder may nominate a person or persons (as the
case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice
required by paragraph (a)(2) of this By-law shall be delivered to
the Secretary at the principal offices of the Corporation not
earlier than the 90th day prior to such special meeting, and not
later than the close of business on the later of the 60th day and
prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special
meeting and the nominees proposed by the Board for election at such
meeting. In no event shall the public announcement of an adjournment
of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this By-law (or who are elected or appointed
to the Board pursuant to Article II, Section 2.02 of these By-laws)
shall be eligible to serve as directors of the Corporation and only
such business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance with the
procedures set forth in this By-law.
(2) Except as otherwise provided by law, the Restated Certificate of
Incorporation or these By-laws, the chairman of the meeting shall
have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set
forth in this By-law and if any nomination or business is not in
compliance with this By-law to declare that such defective proposal
or nomination shall be disregarded.
(3) For purposes of this By-law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in
a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
(4) Notwithstanding the foregoing provisions of this By-law, a
stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-law. Nothing in this
By-law shall be deemed to affect any rights (i) of stockholders to
request inclusion of proposals in the Corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of preferred stock to elect directors under specified
circumstances.
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ARTICLE II
BOARD OF DIRECTORS
SECTION 2.01. NUMBER. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, of such number as may
be fixed from time to time by resolution adopted by the Board or by the
stockholders, selected, organized and continued in accordance with the
provisions of the laws of the State of Delaware. Each director hereafter elected
shall hold office until the annual meeting of stockholders and until his
successor is elected and has qualified, or until his death or until he shall
resign or shall have been removed.
SECTION 2.02. VACANCIES. In case of any increase in the number of
directors, the additional director or directors, and in case of any vacancy in
the Board due to death, resignation, removal, disqualification or any other
cause, the successors to fill the vacancies shall be elected by a majority of
the directors then in office, for a term expiring at the next annual meeting of
stockholders.
SECTION 2.03. ANNUAL MEETING. An annual meeting of the directors shall be
held each year, without notice, immediately following the annual meeting of
stockholders. The time and place of such meeting shall be designated by the
Board. At such meeting, the directors shall, after qualifying, elect from their
own number a Chairman of the Board, a Chief Executive Officer, a President and
one or more Vice Chairmen of the Board, and shall elect or appoint such other
officers authorized by these By-laws as they may deem desirable, and appoint the
Committees specified in Article III hereof. The directors may also elect to
serve at the pleasure of the Board, one or more Honorary Directors, not members
of the Board. Honorary Directors of the Board shall be paid such compensation or
such fees for attendance at meetings of the Board, and meetings of other
committees of the Board, as the Board shall determine from time to time.
SECTION 2.04. REGULAR MEETINGS. The Board shall hold a regular meeting
without notice at the principal office of the Corporation on the third Tuesday
in each month, with such exceptions as shall be determined by the Board, at such
time as shall be determined by the Board, unless another time or place, within
or without the State of Delaware, shall be fixed by resolution of the Board.
Should the day appointed for a regular meeting fall on a legal holiday, the
meeting shall be held at the same time on the preceding day or on such other day
as the Board may order.
SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board shall be
held whenever called by the Chairman, the Chief Executive Officer, the
President, a Vice Chairman of the Board, the Secretary or a majority of the
directors at the time in office. A notice shall be given as hereinafter in this
Section provided of each such special meeting, in which shall be stated the time
and place of such meeting, but, except as otherwise expressly provided by law or
by these By-laws, the purposes thereof need not be stated in such notice. Except
as otherwise provided by law, notice of each such meeting shall be mailed to
each director, addressed to him at his residence or usual place of business, at
least two (2) days before the day on which such meeting is to be held, or shall
be sent addressed to him at such place by telegraph, cable, wireless or other
form of recorded communication or be delivered personally or by telephone not
later than noon of the calendar day before the day on which such meeting is to
be held. At any regular or special meeting of the Board,
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or any committee thereof, one or more Board or committee members may participate
in such meeting by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. This type of participation shall constitute presence in person
at the meeting. Notice of any meeting of the Board shall not, however, be
required to be given to any director who submits a signed waiver of notice
whether before or after the meeting, or if he shall be present at such meeting;
and any meeting of the Board shall be a legal meeting without any notice thereof
having been given if all the directors of the Corporation then in office shall
be present thereat.
SECTION 2.06. QUORUM. One-third of the members of the entire Board, or the
next highest integer in the event of a fraction, shall constitute a quorum, but
if less than a quorum be present, a majority of those present may adjourn any
meeting from time to time and the meeting may be held as adjourned without
further notice.
SECTION 2.07. RULES AND REGULATIONS. The Board may adopt such rules and
regulations for the conduct of its meetings and the management of the affairs of
the Corporation as it may deem proper, not inconsistent with the laws of the
State of Delaware or these By-laws.
SECTION 2.08. COMPENSATION. Directors shall be entitled to receive from
the Corporation such amount per annum and in addition, or in lieu thereof, such
fees for attendance at meetings of the Board or of any committee, or both, as
the Board from time to time shall determine. The Board may also likewise provide
that the Corporation shall reimburse each such director or member of such
committee for any expenses paid by him on account of his attendance at any such
meeting. Nothing in this Section contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE III
COMMITTEES
SECTION 3.01. EXECUTIVE COMMITTEE. The Board, by resolution adopted by a
majority of the entire Board, shall appoint an Executive Committee which, when
the Board is not in session, shall have and may exercise all the powers of the
Board that lawfully may be delegated, including without limitation the power and
authority to declare dividends. The Executive Committee shall consist of such
number of directors as the Board shall from time to time determine, but not less
than five and one of whom shall be designated by the Board as Chairman thereof,
as follows: (a) the Chairman of the Board, the Chief Executive Officer, the
President, the Vice Chairmen of the Board; and (b) such other directors, none of
whom shall be an officer of the Corporation, as shall be appointed to serve at
the pleasure of the Board. The Board, by resolution adopted by a majority of the
entire Board, may (a) designate one or more directors as alternate members of
the Executive Committee or (b) specify that the member or members of the
Executive Committee present and not disqualified from voting at a meeting of the
Executive Committee, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at such meeting in place
of any absent or disqualified member. The attendance of one-third of the members
of the Committee or their substitutes, or the next highest integer in the event
of a fraction, at any meeting shall constitute a quorum, and the act of a
majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Committee. All acts done and powers conferred by the
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Committee from time to time shall be deemed to be, and may be certified as being
done or conferred under authority of the Board. The Committee shall fix its own
rules and procedures, and the minutes of the meetings of the Committee shall be
submitted at the next regular meeting of the Board at which a quorum is present,
or if impracticable, at the next such subsequent meeting. The Committee shall
hold meetings "On Call" and such meetings may be called by the Chairman of the
Executive Committee, the Chairman of the Board, the Chief Executive Officer, the
President, a Vice Chairman of the Board, or the Secretary. Notice of each such
meeting of the Committee shall be given by mail, telegraph, cable, wireless or
other form of recorded communication or be delivered personally or by telephone
to each member of the Committee not later than the day before the day on which
such meeting is to be held. Notice of any such meeting need not be given to any
member of the Committee who submits a signed waiver of notice whether before or
after the meeting, or if he shall be present at such meeting; and any meeting of
the Committee shall be a legal meeting without any notice thereof having been
given, if all the members of the Committee shall be present thereat. In the case
of any meeting, in the absence of the Chairman of the Executive Committee, such
member as shall be designated by the Chairman of the Executive Committee or the
Executive Committee shall act as Chairman of the meeting.
SECTION 3.02. AUDIT COMMITTEE. The Board, by resolution adopted by a
majority of the entire Board, shall appoint an Audit Committee composed of not
less than three of its members, none of whom shall be an officer of the
Corporation, to hold office at its pleasure and one of whom shall be designated
by the Board as Chairman thereof. The Committee shall make such examination into
the affairs of the Corporation and make such reports in writing thereof as may
be directed by the Board. The attendance of one-third of the members of the
Committee, or the next highest integer in the event of a fraction, at any
meeting shall constitute a quorum, and the act of a majority of those present at
a meeting thereof at which a quorum is present shall be the act of the
Committee.
SECTION 3.03. OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may appoint, from time to time, such other
committees composed of not less than two of its members for such purposes and
with such duties and powers as the Board may determine. The attendance of
one-third of the members of such other committees, or the next highest integer
in the event of a fraction, at any meeting shall constitute a quorum, and the
act of a majority of those present at a meeting thereof at which a quorum is
present shall be the act of such other committees.
ARTICLE IV
OFFICERS AND AGENTS
SECTION 4.01. OFFICERS. The officers of the Corporation shall be (a) a
Chairman of the Board, a Chief Executive Officer, a President and one or more
Vice Chairmen of the Board, each of whom must be a director and shall be elected
by the Board; (b) a Chief Financial Officer, a Controller, a Secretary, and a
General Auditor, each of whom shall be elected by the Board; and (c) such other
officers as may from time to time be elected by the Board or under its
authority, or appointed by the Chairman, the Chief Executive Officer, the
President or a Vice Chairman of the Board.
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SECTION 4.02. CLERKS AND AGENTS. The Board may elect and dismiss, or the
Chairman, the Chief Executive Officer, the President or a Vice Chairman of the
Board may appoint and dismiss and delegate to any other officers authority to
appoint and dismiss, such clerks, agents and employees as may be deemed
advisable for the prompt and orderly transaction of the Corporation's business,
and may prescribe, or authorize the appointing officers to prescribe, their
respective duties, subject to the provisions of these By-laws.
SECTION 4.03. TERM OF OFFICE. The officers designated in Section 4.01(a)
shall be elected by the Board at its annual meeting, and any one person may be
elected to hold more than one such office. The officers designated in Section
4.01(b) may be elected at the annual or any other meeting of the Board. The
officers designated in Section 4.01(c) may be elected at the annual or any other
meeting of the Board or appointed at any time by the designated proper officers.
Any vacancy occurring in any office designated in Section 4.01(a) may be filled
at any regular or special meeting of the Board. The officers elected pursuant to
Section 4.01(a) shall each hold office for the term of one year and until their
successors are elected, unless sooner disqualified or removed by a vote of
two-thirds of the whole Board. All other officers, clerks, agents and employees
elected by the Board, or appointed by the Chairman, the Chief Executive Officer,
the President, or a Vice Chairman of the Board, or under their authority, shall
hold their respective offices at the pleasure of the Board or officers elected
pursuant to Sections 4.01(a).
SECTION 4.04. CHAIRMAN OF THE BOARD. The Chairman shall preside at all
meetings of the stockholders and at all meetings of the Board. The Chairman of
the Board shall have the same power to perform any act on behalf of the
Corporation and to sign for the Corporation as is prescribed in these By-laws
for the Chief Executive Officer. He shall perform such other duties as from time
to time may be prescribed by the Board.
SECTION 4.05. CHIEF EXECUTIVE OFFICER The Chief Executive Officer shall be
the chief executive officer of the Corporation and shall have, subject to the
control of the Board and the Chairman, general supervision and direction of the
business and affairs of the Corporation and of its several officers other than
the Chairman. In the absence of the Chairman, he shall preside at all meetings
of the stockholders and at all meetings of the Board. He shall have the power to
execute any document or perform any act on behalf of the Corporation, including
without limitation the power to sign checks, orders, contracts, leases, notes,
drafts and other documents and instruments in connection with the business of
the Corporation, and together with the Secretary or an Assistant Corporate
Secretary execute conveyances of real estate and other documents and instruments
to which the seal of the Corporation may be affixed. He shall perform such other
duties as from time to time may be prescribed by the Board.
SECTION 4.06. PRESIDENT. The President shall, subject to the direction and
control of the Board and the Chief Executive Officer, participate in the
supervision of the business and affairs of the Corporation. In general, the
President shall perform all duties incident to the office of President, and such
other duties as from time to time may be prescribed by the Board or the Chief
Executive Officer. In the absence of the Chairman and the Chief Executive
Officer, the President shall preside at meetings of stockholders and of the
Board. The President shall have the same power to perform any act on behalf of
the Corporation and to sign for the Corporation as is prescribed in these
By-laws for the Chief Executive Officer.
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SECTION 4.07. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board,
or if there be more than one, then each of them, shall, subject to the direction
and control of the Board and the Chief Executive Officer, participate in the
supervision of the business and affairs of the Corporation, and shall have such
other duties as may be prescribed from time to time by the Board or the Chief
Executive Officer. In the absence of the Chairman, the Chief Executive Officer
and the President, a Vice Chairman, as designated by the Chairman or the Board,
shall preside at meetings of the stockholders and of the Board. Each Vice
Chairman shall have the same power to perform any act on behalf of the
Corporation and to sign for the Corporation as is prescribed in these By-laws
for the Chief Executive Officer.
SECTION 4.08. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
have such powers and perform such duties as the Board, the Chairman, the Chief
Executive Officer, the President or a Vice Chairman of the Board may from time
to time prescribe which may include, without limitation, responsibility for
strategic planning, corporate finance, control, tax and auditing and shall
perform such other duties as may be prescribed by these By-laws.
SECTION 4.09. CONTROLLER. The Controller shall exercise general
supervision of the accounting departments of the Corporation. He shall be
responsible to the Chief Financial Officer and shall render reports from time to
time relating to the general financial condition of the Corporation. He shall
render such other reports and perform such other duties as from time to time may
be prescribed by the Chief Financial Officer, a Vice Chairman of the Board, the
President, the Chief Executive Officer, or the Chairman.
SECTION 4.10. SECRETARY. The Secretary shall:
(a) record all the proceedings of the meetings of the stockholders, the
Board and the Executive Committee in one or more books kept for that
purpose;
(b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law;
(c) be custodian of the seal of the Corporation; and he may see that
such seal or a facsimile thereof is affixed to any documents the
execution of which on behalf of the Corporation is duly authorized
and may attest such seal when so affixed; and
(d) in general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be prescribed by the
Board, the Chairman, the Chief Executive Officer, the President, or
a Vice Chairman of the Board.
SECTION 4.11. ASSISTANT CORPORATE SECRETARY. At the request of the
Secretary, or in case of his absence or inability to act, the Assistant
Corporate Secretary, or if there be more than one, any of the Assistant
Corporate Secretaries, shall perform the duties of the Secretary and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Secretary. Each Assistant Corporate Secretary shall perform such other
duties as from time to time may be prescribed by the Chairman, the Chief
Executive Officer, the President, a Vice Chairman of the Board, or the
Secretary.
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SECTION 4.12. GENERAL AUDITOR. The General Auditor shall continuously
examine the affairs of the Corporation. He shall have and may exercise such
powers and duties as from time to time may be prescribed by the Board, the
Chairman, the Chief Executive Officer, the President, a Vice Chairman of the
Board or the Chief Financial Officer.
SECTION 4.13. POWERS AND DUTIES OF OTHER OFFICERS. The powers and duties
of all other officers of the Corporation shall be those usually pertaining to
their respective offices, subject to the direction and control of the Board and
as otherwise provided in these By-laws.
ARTICLE V
Proxies re Stock or Other Securities of
Other Corporations
Unless otherwise provided by the Board, the Chairman, the Chief Executive
Officer, the President, a Vice Chairman of the Board, the Chief Financial
Officer or the Secretary may from time to time (a) appoint an attorney or
attorneys or an agent or agents of the Corporation to exercise in the name and
on behalf of the Corporation the powers and rights which the Corporation may
have as the holder of stock or other securities in any other corporation to vote
or consent in respect of such stock or other securities; (b) instruct the person
or persons so appointed as to the manner of exercising such powers and rights;
and (c) execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in order that the
Corporation may exercise its said powers and rights.
ARTICLE VI
Shares and Their Transfer
SECTION 6.01. CERTIFICATES FOR STOCK. The shares of all classes or series
of the capital stock of the Corporation may be uncertificated shares, except to
the extent otherwise required by applicable law and except to the extent shares
are represented by outstanding certificates that have not been surrendered to
the Corporation or its transfer agent. Notwithstanding the foregoing, every
owner of stock of the Corporation of any class (or, if stock of any class shall
be issuable in series, any series of such class) shall be entitled to have a
certificate, in such form as the Board shall prescribe, certifying the number of
shares of stock of the Corporation of such class, or such class and series,
owned by him. The certificates representing shares of stock of each class (or,
if there shall be more than one series of any class, each series of such class)
shall be numbered in the order in which they shall be issued and shall be signed
in the name of the Corporation by the Chairman, the Chief Executive Officer, the
President, or a Vice Chairman of the Board, and by the Secretary or an Assistant
Corporate Secretary; provided, however, that if any such certificate is
countersigned by a registrar and the Board shall by resolution so authorize, the
signatures of such Chairman, Chief Executive Officer, President, Vice Chairman
of the Board, Secretary or Assistant Corporate Secretary or any transfer agent
may be facsimiles. In case any officer or officers or transfer agent of the
Corporation who shall have signed, or whose facsimile signature or signatures
shall have been placed upon any such certificate shall cease to be such officer
or officers or transfer agent before such certificate shall have been issued,
such certificate may be issued by the Corporation
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with the same effect as though the person or persons who signed such
certificate, or whose facsimile signature or signatures shall have been placed
thereupon were such officer and officers or transfer agent at the date of issue.
A stock ledger shall be kept of the respective names of the persons, firms or
corporations owning stock represented by certificates for stock of the
Corporation, the number, class and series of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled and a
new certificate or certificates shall not be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled, except
in cases provided for in Section 6.04 or otherwise required by law.
SECTION 6.02. TRANSFERS OF STOCK. Transfers of shares of the stock of the
Corporation shall be made on the stock books and records of the Corporation only
by the registered holder thereof, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, or with a transfer
agent duly appointed, and upon surrender of the certificate or certificates for
such shares properly endorsed, if such shares are represented by a certificate,
and payment of all taxes thereon. The person in whose name shares of stock stand
on the stock books and records of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.
SECTION 6.03. REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of uncertificated shares or certificates for
stock of the Corporation. The Board may appoint, or authorize any officer or
officers to appoint, one or more transfer agents and one or more registrars, and
may require all certificates for stock to bear the signature or signatures of
any of them.
SECTION 6.04. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
owner of any stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of any certificate therefor, and
the Corporation may issue uncertificated shares or a new certificate for stock
in the place of any certificate theretofore issued by it and alleged to have
been lost, stolen or destroyed, and the Board may, in its discretion, require
the owner of the lost, stolen or destroyed certificate or his legal
representatives to give the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Board shall
in its uncontrolled discretion determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate, or the issuance of any such new
certificate. The Board may, however, in its discretion refuse to issue any such
new certificate except pursuant to legal proceedings under the laws of the State
of Delaware in such case made and provided.
SECTION 6.05. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
(a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board, and which record
date shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting. If no record is fixed by the Board,
the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of
business on the day next
-13-
<PAGE>
preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a
meeting, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record
date is adopted by the Board, and which date shall not be more than
ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board. If no record date has been
fixed by the Board, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Delaware
General Corporation Law, shall be the first date on which signed
written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in
which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record
date has been fixed by the Board and prior action by the Board is
required by Delaware General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the
day on which the Board adopts the resolution taking such prior
action.
(c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or
for the purpose of any other lawful action, the Board may fix a
record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record
date shall be not more than sixty (60) days prior to such action. If
no record date is fixed, the record date for determining
stockholders for any such purpose shall be the close of business on
the day on which the Board adopts the resolution relating thereto.
ARTICLE VII
Corporate Seal
The corporate seal of the Corporation shall be in the form of a circle and
shall bear the full name of the Corporation and the words and figures "Corporate
Seal 1968 Delaware".
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
-14-
<PAGE>
ARTICLE IX
Indemnification
SECTION 9.01. RIGHT TO INDEMNIFICATION. The Corporation shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness), or is threatened to be made so
involved, in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, administrative or investigative (including
without limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding") by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.
SECTION 9.02. CONTRACTS AND FUNDING. The Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation in
furtherance of the provisions of this Article IX and may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article IX.
SECTION 9.03. EMPLOYEE BENEFIT PLANS. For purposes of this Article IX,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee,
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interest of a corporation.
SECTION 9.04. INDEMNIFICATION NOT EXCLUSIVE RIGHT. The right of
indemnification and advancement of expenses provided in this Article IX shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. The provisions of this Article IX shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article IX and shall be applicable to Proceedings commenced or continuing after
the adoption of this Article IX, whether arising from acts or omissions
occurring before or after such adoption.
SECTION 9.05. ADVANCEMENT OF EXPENSES; PROCEDURES. In furtherance, but not
in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article IX:
-15-
<PAGE>
(a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of the Indemnitee in connection with any Proceeding shall be advanced to
the Indemnitee by the Corporation within twenty (20) days after the receipt by
the Corporation of a statement or statements from the indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if it should ultimately
be determined that the Indemnitee is not entitled to be indemnified against such
expenses.
(b) Written Request for Indemnification. To obtain indemnification under
this Article IX, an Indemnitee shall submit to the Secretary of the Corporation
a written request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation. The Secretary of the Corporation shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
the Indemnitee has requested indemnification.
(c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article IX shall be determined (i) by the Board by a
majority vote of a quorum (as defined in Article II of these By-laws) consisting
of directors who were not parties to such action, suit or proceeding, or (ii) if
such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders, but only if a majority of the disinterested
directors, if they constitute a quorum of the board, presents the issue of
entitlement to indemnification to the stockholders for their determination.
ARTICLE X
BY-LAWS
SECTION 10.01. INSPECTION. A copy of the By-laws shall at all times be
kept in a convenient place at the principal office of the Corporation, and shall
be open for inspection by stockholders during business hours.
SECTION 10.02. AMENDMENTS. Except as otherwise specifically provided by
statute, these By-laws may be added to, amended, altered or repealed at any
meeting of the Board by vote of a majority of the entire Board, provided that
written notice of any such proposed action shall be given to each director prior
to such meeting, or that notice of such addition, amendment, alteration or
repeal shall have been given at the preceding meeting of the Board.
SECTION 10.03. CONSTRUCTION. The masculine gender, where appearing in
these By-laws, shall be deemed to include the feminine gender.
[GRAPHIC OMITTED]
The Chase Manhattan Bank Neila B. Radin
Legal Department Senior Vice President and
270 Park Avenue Associate General Counsel
New York, New York 10017-2070
December 6, 1999
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
RE: REGISTRATION STATEMENT ON FORM S-8
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, as amended (the "Act"), with respect to 3,100,000 shares of Common Stock,
$1 par value per share, of the Company (the "Shares"), that may be issued in
connection with the Company's assumption of options granted under (i) the
Hambrecht & Quist Group 1996 Equity Plan, (ii) the Hambrecht & Quist Group 1995
Stock Option Plan and (iii) the Stock Option Agreement between Hambrecht & Quist
Group and Daniel H. Case III (collectively, the "Options").
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 Options, 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 hereby consent 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
-------------------------------
Neila B. Radin
Senior Vice President and
Associate General Counsel
PriceWatehouseCoopers [Graphic Omitted]
- --------------------------------------------------------------------------------
PricewaterhouseCooper LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone (212) 596-8000
Faxsimile (212) 596 8910
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 19, 1999, relating to the
financial statements, which appears in The Chase Manhattan Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
New York, NY
December 6, 1999
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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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 December 6, 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, 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 December 6, 1999.
/s/ William B. Harrison Jr.
-----------------------------
William B. Harrison Jr.
President, 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, 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 December 6, 1999.
/s/ Walter V. Shipley
-----------------------------
Walter V. Shipley
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 December 6, 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 December 6, 1999.
/s/ Joseph L. Sclafani
-----------------------------
Joseph L. Sclafani
Controller
(Principal Accounting Officer)
