EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 5, 1996
/s/ Robert G. Wilmers
---------------------
Robert G. Wilmers
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 5, 1996
/s/ Brent D. Baird
---------------------
Brent D. Baird
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
her true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for her and on her behalf and in her name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
she herself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set her hand as of the date specified.
Dated: November 6, 1996
/s/ C. Angela Bontempo
---------------------
C. Angela Bontempo
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 6, 1996
/s/ Patrick J. Callan
---------------------
Patrick J. Callan
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 5, 1996
/s/ Barber B. Conable, Jr.
---------------------
Barber B. Conable, Jr.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 6, 1996
/s/ Lambros J. Lambros
---------------------
Lambros J. Lambros
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 5, 1996
/s/ Raymond D. Stevens, Jr.
---------------------
Raymond D. Stevens, Jr.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 5, 1996
/s/ Herbert L. Washington
---------------------
Herbert L. Washington
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 6, 1996
/s/ John H. Benisch
---------------------
John H. Benisch
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 6, 1996
/s/ Robert T. Brady
---------------------
Robert T. Brady
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 7, 1996
/s/ James A. Carrigg
---------------------
James A. Carrigg
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 8, 1996
/s/ Richard E. Garman
---------------------
Richard E. Garman
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 7, 1996
/s/ James V. Glynn
---------------------
James V. Glynn
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 6, 1996
/s/ Roy M. Goodman
---------------------
Roy M. Goodman
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 11, 1996
/s/ Patrick W.E. Hodgson
---------------------
Patrick W.E. Hodgson
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 7, 1996
/s/ Samuel T. Hubbard
---------------------
Samuel T. Hubbard
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First Empire State Corporation, a corporation organized under the
laws of the State of New York, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Steven L. Kaplan and Paul D.
Freshour, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to
be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Corporation's common
stock authorized to be issued or sold pursuant to the Corporation's
Retirement Savings Plan and Trust, and of plan interests in such plan,
granting unto said attorneys, and each of them, full power and authority to
do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand as of the date specified.
Dated: November 8, 1996
/s/ Wilfred J. Larson
---------------------
Wilfred J. Larson