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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., 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 18, 1997, 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, (vi) convertible debt
obligations, (vii) depositary shares or (viii) 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
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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 February 27, 1997.
/s/ FRANK A. BENNACK, JR.
Frank A. Bennack, Jr.
Director
/s/ SUSAN V. BERRESFORD
Susan V. Berresford
Director
/s/ M. ANTHONY BURNS
M. Anthony Burns
Director
/s/ H. LAURANCE FULLER
H. Laurance Fuller
Director
/s/ MELVIN R. GOODES
Melvin R. Goodes
Director
/s/ WILLIAM H. GRAY, III
William H. Gray, III
Director
/s/ GEORGE V. GRUNE
George V. Grune
Director
/s/ WILLIAM B. HARRISON, JR.
William B. Harrison, Jr.
Vice Chairman of the Board
and Director
/s/ HAROLD S. HOOK
Harold S. Hook
Director
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Helene L. Kaplan
Director
/s/ THOMAS G. LABRECQUE
Thomas G. Labrecque
President, Chief Operating Officer
and Director
/s/ J. BRUCE LLEWELLYN
J. Bruce Llewellyn
Director
/s/ EDWARD D. MILLER
Edward D. Miller
Senior Vice Chairman of the Board
and Director
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/s/ EDMUND T. PRATT, JR.
Edmund T. Pratt, Jr.
Director
/s/ HENRY B. SCHACHT
Henry B. Schacht
Director
/s/ WALTER V. SHIPLEY
Walter V. Shipley
Chairman of the Board,
Chief Executive Officer and Director
/s/ ANDREW C. SIGLER
Andrew C. Sigler
Director
/s/ JOHN R. STAFFORD
John R. Stafford
Director
/s/ MARINA v.N. WHITMAN
Marina v.N. Whitman
Director
/s/ PETER J. TOBIN
Peter J. Tobin
Chief Financial Officer
(Principal Financial Officer)
/s/ JOSEPH L. SCLAFANI
Joseph L. Sclafani
Controller
(Principal Accounting Officer)