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                                                                          EX-10R


                         THE CHASE MANHATTAN CORPORATION

                             SPECIAL SEVERANCE PLAN

                             INSTRUMENT OF AMENDMENT

         WHEREAS, The Chase Manhattan Corporation has reserved the right to
amend The Chase Manhattan Corporation Special Severance Plan (the "Plan") and
desires to amend the Plan as set forth in this Instrument of Amendment;

         NOW, THEREFORE, the Plan is hereby amended as follows:

1. Approved Change in Control. Section 2 of the Plan is amended by adding the
following new definitions thereto:
 
                           (s) "Approved Change in Control" means any Change in
         Control occurring by reason of or upon the occurrence of the
         transactions and events contemplated by the Merger Agreement.

                           (t) "Merger Agreement" means any agreement or plan of
         merger or consolidation between CMC and Chemical Banking Corporation
         that is approved by the Board of Directors of CMC and Chemical Banking
         Corporation on or before September 30, 1995, as modified from time to
         time.

2. Good Reason. In the event of any Approved Change in Control, the definition
of "Good Reason" in Section 2(k) of the Plan, for purposes only of such Approved
Change in Control (and any related Potential Change in Control), shall be as
follows:

                           (k) "Good Reason" for termination by the Participant
         of the Participant's employment shall mean the occurrence (without the
         Participant's express written consent) of any one of the following
         acts, or failure to act, unless, in the case of any act or failure to
         act described in clause (2), (3), (4) or (5) below, such act or failure
         to act is corrected prior to the Date of Termination specified in the
         Notice of Termination given in respect thereof:

                           (1) a reduction in the Participant's Annual Base
         Salary as in effect on the date the Participant first became a
         Participant in the Plan or as the same may be increased from time to
         time;

                           (2) the failure by the Participant's primary employer
         to pay to the Participant any portion of the Participant's current
         compensation, or the failure by CMC or any Subsidiary to pay to the
         Participant any portion of an installment of deferred compensation 
         under any deferred

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         compensation program within seven days of the date such compensation 
         is due;

                           (3) the failure by CMC or a Subsidiary to pay to the
         Participant by February 15 following any calendar year an annual cash
         bonus for such calendar year that, in the reasonable, good faith
         judgment of the Compensation Committee of the Board of Directors of CMC
         or the Corporate Human Resources Executive of CMC, fairly reflects the
         performance of the Participant, any unit or units (or portions thereof)
         for which the Participant was responsible and CMC as a whole during
         such calendar year; provided, however, that the Participant may not
         claim that a bonus equal to or greater than the highest annual bonus
         paid to the Participant for any of the three calendar years immediately
         preceding the Change in Control does not fairly and in good faith
         reflect such performance;

                           (4) the failure by CMC or a Subsidiary to include the
         Participant in any other employee benefit or compensation plan or
         arrangement on a basis reasonably comparable to that of other
         participants in the Plan having responsibilities of equal importance to
         those of the Participant; provided, however, that failure to include
         the Participant in a plan or arrangement designed for a general
         category of positions that does not include the Participant's position,
         as determined in good faith by the Compensation Committee of the Board
         of Directors of CMC or the Corporate Human Resources Executive of CMC,
         shall not be considered Good Reason; or

                           (5) any purported termination of the Participant's
         employment which is not effected pursuant to a Notice of Termination
         and, for purposes of the Plan, no such purported termination shall be
         effective.

         A Participant's right to terminate employment for Good Reason shall not
         be affected by the Participant's incapacity due to physical or mental
         illness. The Participant's continued employment shall not constitute
         consent to, or a waiver of rights with respect to, any act or failure
         to act constituting Good Reason hereunder.

3. Severance Payments after an Approved Change in Control. In the event of an
Approved Change in Control, Section 5 of the Plan shall be amended as follows
only for purposes of any such Approved Change in Control (and any related
Potential Change in Control):

         (a) The first sentence of Section 5(b) shall be amended by inserting
the following phrase after the word "occurred" in the first sentence thereof:


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                  (or at any time within the period commencing on the date of
                  the Merger Agreement and ending 24 months after the month in
                  which the closing of the transactions contemplated by the
                  Merger Agreement occur),


         (b) The third sentence of Section 5(b) shall be deleted and replaced
with a new third sentence to read as follows:

                  A Participant's employment shall not be deemed terminated
                  without Cause solely because of a redesignation of the
                  Participant's employer among CMC and its subsidiaries.

         (c) Section 5(c)(1) shall be amended by deleting the words "but in no
event shall the amount of such Lump Sum Severance Payment exceed an amount which
is equal to a Week of Annual Base Salary multiplied by the number of week's
(including fractions) between the Participant's Date of Termination and the
Participant's sixty-fifth birthday." therefrom.

         (d) For purposes only of any such Approved Change in Control (and any
related Potential Change in Control), Section 5(c)(1) of the Plan shall be
deleted and replaced by the Section 5(c)(1) attached as Exhibit A to, and made a
part of, this Instrument of Amendment.

4. Extension of Term with Respect to Payment of Bonuses. In the event there
shall have occurred an Approved Change in Control, the Plan is amended to
provide that, with respect to any calendar year more than six months of which
fall within the 24 month term of the Plan commencing on the date of the last
such Approved Change in Control, the term of the Plan shall be further extended
to March 1 of the following calendar year solely with respect to any Notice of
Termination given by a Participant regarding any bonus the payment or
non-payment of which constitutes "Good Reason" under clause (3) of the
definition of "Good Reason" set forth in Section 2 of this Amendment.

5. Limited Effect of Amendment. The definition of "Good Reason" set forth in
Section 2 of this Instrument of Amendment shall apply only in the event of and
with respect to an Approved Change in Control (and any related Potential Change
in Control) and such definition of "Good Reason" shall not apply to any other
Change in Control, whether such other Change in Control occurs before or after
any Approved Change in Control. In the event any such other Change in Control
shall occur, the provisions of Sections 2, 3, and 4 of this Instrument of
Amendment shall have no effect.

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6. Waiver of Notice Not to Extend. The Chase Manhattan Corporation hereby waives
its right under Section 3 of the Plan to serve notice not to extend the Plan
with respect to the calendar year commencing January 1, 1996 and agrees that the
Plan, as amended by this Instrument of Amendment, shall automatically renew for
an additional one year term commencing January 1, 1996.

7. Miscellaneous. Capitalized terms used but not defined in this Instrument of
Amendment have the meanings assigned to them in the Plan. This Instrument of
Amendment shall be effective as of August 25, 1995.

         The Chase Manhattan Corporation has executed and adopted this
Instrument of Amendment as of the date set forth above.

                                                 THE CHASE MANHATTAN CORPORATION

                                                 By:  /s/  JOHN J. FARRELL
                                                    ----------------------------
                                                    John J. Farrell
                                                    Executive Vice President
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                                                                       EXHIBIT A

                         The Chase Manhattan Corporation
                             Special Severance Plan

                  (c)  Amount of Severance Benefits.

                       (1) Lump Sum Severance Payment. A Participant's Lump Sum

         Severance Payment shall be an amount equal to the sum of (i) the

         Participant's Annual Base Salary, and (ii) the number of Weeks of

         Annual Base Salary determined by reference to the schedule set forth

         below based on the Participant's length of full-time service with The

         Chase Manhattan Corporation and its subsidiaries:



                       Lump Sum Severance Payment Schedule

                                                     Weeks of
                   Length of Service            Annual Base Salary
                          
                   2 years or less                    Eight

                   More than 2 years        3 weeks for each complete
                                                  year of service



         Notwithstanding the foregoing, the Lump-Sum Severance Payment

         determined under this subsection (1) may not exceed 104 Weeks of Annual

         Base Salary.

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