<PAGE> 1
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ WILLIAM B. HARRISON, JR.
-----------------------------------------------------
William B. Harrison, Jr.
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
<PAGE> 2
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ HANS W. BECHERER
-----------------------------------------------------
Hans W. Becherer
Director
<PAGE> 3
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ FRANK A. BENNACK, JR.
-----------------------------------------------------
Frank A. Bennack, Jr.
Director
<PAGE> 4
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ SUSAN V. BERRESFORD
-----------------------------------------------------
Susan V. Berresford
Director
<PAGE> 5
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ M. ANTHONY BURNS
-----------------------------------------------------
M. Anthony Burns
Director
<PAGE> 6
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ H. LAURANCE FULLER
-----------------------------------------------------
H. Laurance Fuller
Director
<PAGE> 7
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ MELVIN R. GOODES
-----------------------------------------------------
Melvin R. Goodes
Director
<PAGE> 8
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ WILLIAM H. GRAY III
-----------------------------------------------------
William H. Gray III
Director
<PAGE> 9
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ HAROLD S. HOOK
-----------------------------------------------------
Harold S. Hook
Director
<PAGE> 10
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ HELENE L. KAPLAN
-----------------------------------------------------
Helene L. Kaplan
Director
<PAGE> 11
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ HENRY B. SCHACHT
-----------------------------------------------------
Henry B. Schacht
Director
<PAGE> 12
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ ANDREW C. SIGLER
-----------------------------------------------------
Andrew C. Sigler
Director
<PAGE> 13
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ JOHN R. STAFFORD
-----------------------------------------------------
John R. Stafford
Director
<PAGE> 14
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ MARINA V. N. WHITMAN
-----------------------------------------------------
Marina v. N. Whitman
Director
<PAGE> 15
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ MARC J. SHAPIRO
-----------------------------------------------------
Marc J. Shapiro
Vice Chairman Finance and Risk Management
(Principal Financial Officer)
<PAGE> 16
Exhibit 24.1
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
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT, 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 debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 18,
2000, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of
them, full power to do and perform any and all acts and things requisite and
necessary to be done in connection therewith as the undersigned might or could
do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 28th day of December, 2000.
/S/ JOSEPH L. SCLAFANI
-----------------------------------------------------
Joseph L. Sclafani
Executive Vice President and Controller
(Principal Accounting Officer)
