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                                                                 EXHIBIT 10 - X
 
                        THREE-YEAR INCENTIVE ARRANGEMENT
                         FOR CERTAIN EXECUTIVE OFFICERS
 
PURPOSE
 
     This Three-Year Incentive Arrangement for certain Executive Officers of The
Chase Manhattan Corporation is intended to provide competitive compensation
opportunities for sustained improved corporate performance in a manner which
permits such compensation to be deductible for federal income tax purposes.
 
ADMINISTRATION
 
     The administration of this arrangement shall be vested in the Compensation
Committee of the Board of Directors of The Chase Manhattan Corporation (the
"Corporation"), or such other committee of such Board of Directors which shall
succeed to the functions and responsibilities, in whole or in part, of said
Compensation Committee (the "Committee") which shall make all determinations
necessary under this arrangement. All members of the Committee shall qualify as
"outside directors" (as that term is defined in Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"), and the
regulations thereunder as currently proposed or as may from time to time be in
effect (the "Regulations")), and no member of the Committee shall be entitled to
participate in this arrangement.
 
ELIGIBILITY
 
     Any Executive Officer of the Corporation at the Executive Vice President
level or above on December 31, 1996 or such later date as a performance target
is achieved may be eligible to receive an award. Awards may be paid under this
arrangement only to the Executive Officers who are "covered employees" (as that
term is defined in Section 162(m) of the Code or the Regulations. Awards under
other compensation arrangements to all Executive Officers who are not "covered
employees" shall be subject to the provisions below under "Limitations on Other
Awards".
 
PERFORMANCE TARGETS
 
     Performance targets relate to the price of Common Stock as defined below.
The "Sixty Dollar Target" shall be deemed to have been reached on any date if on
such date the average over the 10 consecutive trading days ending on such date
of the mean between the highest and the lowest quoted selling prices for shares
of Common Stock on the New York Stock Exchange, Inc. is at least $60. Each of
such 10 days must fall within the period commencing on January 1, 1994, and
ending on March 31, 1997. The "Fifty Two Dollar Target" shall be deemed to have
been reached on any date if on such date the average over the 10 consecutive
trading days ending on such date of the mean between the highest and the lowest
quoted selling prices for shares of Common Stock on the New York Stock Exchange,
Inc. is at least $52. Each of such 10 days must fall within the period
commencing on January 1, 1994, and ending on March 31, 1997. A trading day is
any day on which the New York Stock Exchange, Inc. is open for trading of shares
of Common Stock.
 
     As used herein, "Common Stock" means the common stock, par value $2.00 per
share, of the Corporation. In the event of a change in the designation thereof
to "Capital Stock" or other similar designation, or a change in the par value
thereof, or from par value to no par value, without increase or decrease in the
number of shares outstanding, the shares resulting from any such change shall be
deemed to be Common Stock within the meaning of this arrangement.
 
     The Sixty Dollar Target and the Fifty Two Dollar Target shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or other capital adjustments, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by the Corporation or any of its subsidiaries or affiliates.
 

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AGGREGATE AWARDS
 
     The maximum amount payable under this arrangement, subject to adjustment as
described below, if the Sixty Dollar Target is reached is $9 million. The
maximum amount payable under this arrangement, subject to adjustment as
described below, if the Fifty Two Dollar Target is reached is $4.5 million. If
either Target has been reached by December 31, 1996 then the maximum amount
payable will be adjusted by multiplying such amount by a fraction (X) the
numerator of which is the average over the 10 consecutive trading days ending on
December 31, 1996 of the mean between the highest and lowest quoted selling
price for shares of Common Stock on the New York Stock Exchange, Inc. and (Y)
the denominator of which is the Target reached. The maximum amount payable under
this arrangement if the Sixty Dollar Target is reached shall be reduced by any
amounts paid under this arrangement upon having reached the Fifty Two Dollar
Target.
 
ALLOCATION OF AGGREGATE AWARDS
 
<TABLE>
<CAPTION>
                                                                    MAXIMUM AMOUNT EXPRESSED
                           POSITION HELD BY                          AS A PERCENTAGE OF THE
                       PARTICIPATING EXECUTIVE                          AGGREGATE AWARD
    --------------------------------------------------------------  ------------------------
    <S>                                                             <C>
    Chairman......................................................          33 1/3%
    President.....................................................          33 1/3%
    Vice Chairman and other Covered Employees (each)..............          11 1/9%
</TABLE>
 
LIMITATION ON OTHER AWARDS
 
     Because participation in this arrangement is designed to enable the
Corporation and its subsidiaries to receive federal income tax deductions for
awards paid to participants, awards are payable under this arrangement only to
those Executive Officers who are "covered employees". Eligible Executive
Officers who are not within the group of such "covered employees" may receive
awards under other compensation arrangements, but not in an amount in excess of
the amount that could be paid to such Executive Officers under this arrangement
if they were "covered employees", if such awards were paid on the basis of
similar performance criteria.
 
     In the event awards are paid under this arrangement on the basis of
achieving a performance Target in 1997 and awards are paid under other
compensation arrangements on the basis of similar performance criteria, so long
as the limitations in the preceding paragraph are complied with, any such awards
to the Executive Officers who are "covered employees" with respect to 1997 shall
be paid under this arrangement and such awards to all other Executive Officers
shall be paid under such other compensation arrangements.
 
PAYMENT OF AWARDS
 
     Awards under this arrangement may be paid in cash, Common Stock (which may
have such restrictions as to transferability or vesting as the Committee shall
determine), any other form of consideration determined by the Committee or any
combination thereof. Any Common Stock so granted may be awarded as restricted
stock units pursuant to The Chase Manhattan 1994 Long-Term Incentive Plan, as it
may be amended from time to time, if the Committee so determines. The value of
any share of Common Stock so granted shall be the mean between the highest and
lowest quoted selling prices for such shares as reported on the composite tape
on the date of grant (or, if such date shall not be a business day, then the
next preceding day which shall be a business day); or if no sale takes place,
then the mean between the bid and asked prices on such date; and if no bid and
asked prices are quoted for such date, then the value as shall be determined by
such method as the Committee shall deem to reflect the fair market value as of
such date. The value of any other non-cash consideration shall be determined by
the Committee at time it is granted.
 
     The awards may be payable immediately or on a deferred basis at the
discretion of the Committee. The Committee will determine the amount and form of
payment to a participant. The Committee shall have the authority to reduce or
eliminate any award which would be payable under this arrangement. The Committee
may not, however, increase the amount of any such award above the maximum amount
provided under this arrangement.
 
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     Unless deferred by the Committee, payments based on achieving performance
Targets on or before December 31, 1996 will be paid on or as soon as possible
after December 31, 1996. Unless deferred by the Committee, payments based on
achieving performance Targets after December 31, 1996 but on or before March 31,
1997 will be paid on or as soon as possible after the date the performance
Targets are met. All payments may be subject to the satisfaction of all required
tax withholding obligations.
 
     No payments may be made under this arrangement unless the material terms of
this arrangement are approved by the stockholders of the Corporation in
accordance with the requirements of Section 162(m) and the Regulations.
 
DEFERRAL OF PAYMENT OF AWARDS
 
     At the discretion of the Committee, any "covered employee", subject to such
terms and conditions as the Committee may determine, may elect to defer payment
of all or part of any award under this arrangement (together with a return
thereon from the date as of which the award would have been paid but for such
"covered employee's" election to defer payment at the rate, if any, fixed by the
Committee) by complying with such procedures as the Committee may from time to
time prescribe.
 
     Any "covered employee" may designate in writing the beneficiary of the
unpaid amount of any award which was deferred in case of death and if no
designation has been made, or if such designation shall become ineffective, any
such unpaid amount will be paid to such "covered employee's" estate. Such
designation shall be effective upon receipt thereof by the Corporation. Any such
designation may be revoked in writing by a "covered employee" at any time
without the consent of any such beneficiary.
 
CHANGE IN CONTROL
 
     Notwithstanding the provisions under "Payment of Awards", in the event of a
Change in Control (as that term is defined in The Chase Manhattan Stock Option
Program for Employees) the Executive Officers who are "covered employees" shall
be paid the maximum amount payable under this arrangement for each performance
Target which is reached upon the latter of the Change in Control or the
achievement of a performance Target. This payment obligation shall be binding
upon the Corporation and its successors and assigns.
 
     In the event a Change in Control occurs after one or both performance
Targets are reached but before December 31, 1996, the maximum aggregate amount
payable upon achievement of such higher performance Target shall be adjusted in
the manner provided in the last sentence under "Aggregate Awards" as if the date
on which such Change in Control occurred was December 31, 1996.
 
AMENDMENTS
 
     The Committee may amend this arrangement at any time, provided, that such
changes may be made consistent with the provisions of Section 162(m) of the Code
and the Regulations without adversely affecting the ability of the Corporation
or any of its subsidiaries to deduct the compensation which may be paid pursuant
to this arrangement for federal income tax purposes and, provided, further, that
no amendment that requires stockholder approval under Section 162(m) of the Code
or the Regulations may be made without such approval.
 
TERMINATION
 
     The Board of Directors of the Corporation may terminate this arrangement at
any time. No termination of this arrangement shall adversely affect the right of
any person to receive any award paid under this arrangement regardless of the
vesting date of such award, or amounts previously awarded to such person but
deferred in accordance with the terms of this arrangement plus any earnings
thereon.
 
MISCELLANEOUS
 
     Nothing contained in this arrangement shall be construed as giving any
Executive Officer the right to continued employment or any interest in any
asset, nor to prevent the Corporation or any of its subsidiaries or
 
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affiliates from taking any action which it deems to be appropriate or in its
best interests, whether or not such action would have an adverse effect on this
arrangement.
 
     This arrangement shall be unfunded and the Corporation shall not be
required to establish any segregation of assets to assure payment of any awards
made hereunder.
 
     An Executive Officer may not sell, transfer or assign any right or interest
in this arrangement except as provided under "Deferral of Payment of Awards" and
any attempted sale, transfer or assignment shall be null and void.
 
     This arrangement shall be governed by and construed in accordance with the
laws of the State of New York and the applicable provisions of the Code and the
Regulations.