Exhibit 24.1
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Robert G. Wilmers
---------------------------------
Robert G. Wilmers
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Brent D. Baird
---------------------------------
Brent D. Baird
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ C. Angela Bontempo
---------------------------------
C. Angela Bontempo
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Patrick J. Callan
---------------------------------
Patrick J. Callan
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Michael R. Spychola
---------------------------------
Michael R. Spychola
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Lambros J. Lambros
---------------------------------
Lambros J. Lambros
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Raymond D. Stevens, Jr.
---------------------------------
Raymond D. Stevens, Jr.
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Herbert L. Washington
---------------------------------
Herbert L. Washington
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ John H. Benisch
---------------------------------
John H. Benisch
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Robert T. Brady
---------------------------------
Robert T. Brady
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Richard E. Garman
---------------------------------
Richard E. Garman
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ James V. Glynn
---------------------------------
James V. Glynn
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Roy M. Goodman
---------------------------------
Roy M. Goodman
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Patrick W.E. Hodgson
---------------------------------
Patrick W.E. Hodgson
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Samuel T. Hubbard, Jr.
---------------------------------
Samuel T. Hubbard, Jr.
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Wilfred J. Larson
---------------------------------
Wilfred J. Larson
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ Jorge G. Pereira
---------------------------------
Jorge G. Pereira
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, Catherine C. McCoy and Steven
Kaplan, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or 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 Deferred Bonus Plan, 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 or 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 his or her hand as of the date specified.
Dated: December 19, 1997
/s/ John L. Wehle, Jr.
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John L. Wehle, Jr.