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EXHIBIT 24
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, EDWARD D. MILLER, WILLIAM B. HARRISON JR., PETER
J. TOBIN, DEBORAH L. DUNCAN 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, as amended (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 February 20, 1996, 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 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 January 14, 1997.
/s/ FRANK A. BENNACK, JR.
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Frank A. Bennack, Jr.
/s/ SUSAN V. BERRESFORD
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Susan V. Berresford
/s/ M. ANTHONY BURNS
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M. Anthony Burns
/s/ H. LAURANCE FULLER
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H. Laurance Fuller
/s/ MELVIN R. GOODES
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Melvin R. Goodes
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/s/ WILLIAM H. GRAY, III
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William H. Gray, III
/s/ GEORGE V. GRUNE
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George V. Grune
/s/ WILLIAM B. HARRISON, JR.
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William B. Harrison, Jr.
/s/ HAROLD S. HOOK
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Harold S. Hook
/s/ HELENE L. KAPLAN
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Helene L. Kaplan
/s/ THOMAS G. LABRECQUE
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Thomas G. Labrecque
/s/ J. BRUCE LLEWELLYN
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J. Bruce Llewellyn
/s/ EDWARD D. MILLER
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Edward D. Miller
/s/ EDMUND T. PRATT, JR.
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Edmund T. Pratt, Jr.
/s/ HENRY B. SCHACHT
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Henry B. Schacht
/s/ WALTER V. SHIPLEY
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Walter V. Shipley
/s/ ANDREW C. SIGLER
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Andrew C. Sigler
/s/ JOHN R. STAFFORD
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John R. Stafford
/s/ MARINA v.N. WHITMAN
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Marina v.N. Whitman
/s/ PETER J. TOBIN
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Peter J. Tobin
/s/ JOSEPH L. SCLAFANI
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Joseph L. Sclafani