As Filed With The Securities And Exchange Commission On December 14, 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 (IRS Employer
of Incorporation or Organization) 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
Restricted Stock Program for Certain Designated Employees
Employment 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 2,770,000 shares $78.50 $217,445,000 $57,406
</TABLE>
- ----------
(1) Pursuant to Rule 457 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 average of the high and low prices
for the common stock on December 8, 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
<PAGE>
limitation, an employee benefit plan) against any liability asserted against him
or incurred by him in any such capacity arising out of his status as such
including, without limitation, expenses, judgments, fines (including any excise
taxes assessed on a person with respect to any employee benefit plan) and
amounts paid in settlement) to the fullest extent permitted under the DGCL as
from time to time in effect, whether or not the Corporation would have the power
or be required to indemnify any such individual under the terms of any agreement
or by-law or the DGCL.
In addition, the Corporation's By-laws require indemnification to the
fullest extent permitted under applicable law, as from time to time in effect.
The By-laws provide an unconditional right to indemnification for expenses (
including attorneys' fees ), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative ( including, to the
extent permitted by law, any derivative action ) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Corporation or, at the request of the Corporation, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The By-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the
By-laws, entitle the persons to be indemnified to be reimbursed for the expenses
of prosecuting any such claim against the Corporation and entitle them to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Corporation. Such provisions, however, are intended to be in furtherance
and not in limitation of the general right to indemnification provided in the
By-laws, which right of indemnification and of advancement of expenses is not
exclusive.
The Corporation's By-laws also provide that the Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
ITEM 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).
<PAGE>
4.4 By-laws of The Chase Manhattan Corporation, as amended through June 1,
1999 (incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form S-8 (File No. 333-92217) of The Chase Manhattan
Corporation).
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.
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 14th 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 12/14/99
- ---------------------------- Director
Walter V. Shipley
/s/ William B. Harrison, Jr. President, Chief Executive 12/14/99
- ---------------------------- Director Director and Director
William B. Harrison, Jr. (Principal Executive Officer)
/s/ Hans W. Becherer Director 12/14/99
- ----------------------------
Hans W. Becherer
/s/ Frank A. Bennack, Jr. Director 12/14/99
- ----------------------------
Frank A. Bennack, Jr.
/s/ Susan V. Berresford Director 12/14/99
- ----------------------------
Susan V. Berresford
/s/ M. Anthony Burns Director 12/14/99
- ----------------------------
M. Anthony Burns
<PAGE>
/s/ H. Laurance Fuller Director 12/14/99
- ----------------------------
H. Laurance Fuller
/s/ Melvin R. Goodes Director 12/14/99
- ----------------------------
Melvin R. Goodes
/s/ William H. Gray III Director 12/14/99
- ----------------------------
William H. Gray III
/s/ Harold S. Hook Director 12/14/99
- ----------------------------
Harold S. Hook
/s/ Helene L. Kaplan Director 12/14/99
- ----------------------------
Helene L. Kaplan
/s/ Henry B. Schacht Director 12/14/99
- ----------------------------
Henry B. Schacht
/s/ Andrew C. Sigler Director 12/14/99
- ----------------------------
Andrew C. Sigler
/s/ John R. Stafford Director 12/14/99
- ----------------------------
John R. Stafford
/s/ Marina v.N. Whitman Director 12/14/99
- ----------------------------
Marina v.N. Whitman
/s/ Marc J. Shapiro Vice Chairman Finance and 12/14/99
- ---------------------------- Risk Management
Marc J. Shapiro (Principal Financial Officer)
/s/ Joseph L. Sclafani Executive Vice President 12/14/99
- ---------------------------- and Controller
Joseph L. Sclafani (Principal Accounting Officer)
- ----------
* Anthony J. Horan hereby signs this Registration Statement on Form S-8 on
December 14, 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 (incorporated by reference to Exhibit 4.4 to Registration Statement
on Form S-3 (File No. 333-92217) of The Chase Manhattan Corporation).
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.
[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 14, 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 2,770,000 shares of Common Stock,
$1 par value per share, of the Company (the "Shares") that may be issued
pursuant to (i) The Chase Manhattan Corporation Restricted Stock Program for
Certain Designated Employees (the "Plan") and (ii) the employment agreement,
dated as of September 27, 1999, between Chase Securities Inc. and Daniel H. Case
III (the "Agreement").
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 Plan or the Agreement, as the case
may be, the Shares will be duly authorized, validly issued and fully paid and
non-assessable shares of the Company's Common Stock, $1 par value per share.
<PAGE>
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
PRICEWATERHOUSECOOPERS [Graphic Omitted]
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone (212) 596 8000
Facsimile (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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 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 14, 1999.
/s/ Joseph L. Sclafani
-----------------------------
Joseph L. Sclafani
Controller
(Principal Accounting Officer)
