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                                                                    EXHIBIT 10W
 
                           THE CHASE MANHATTAN ANNUAL
              INCENTIVE ARRANGEMENT FOR CERTAIN EXECUTIVE OFFICERS
 
1. PURPOSE OF THE ARRANGEMENT
 
     The purpose of The Chase Manhattan Annual Incentive Arrangement for Certain
Executive Officers (the "Arrangement") is to provide a means of rewarding
certain executive officers of The Chase Manhattan Corporation (the
"Corporation") who have contributed to the profitability of the Corporation in a
manner which permits such compensation to be deductible by the Corporation or
any of its subsidiaries for federal income tax purposes.
 
2. ADMINISTRATION OF THE ARRANGEMENT
 
     The administration of this Arrangement shall be vested in the Compensation
Committee of the Board of Directors of 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 (the "Code"), and the regulations thereunder as currently proposed or
as may from time to time be in effect (the "Regulations")). No member of the
Committee shall be entitled to participate in this Arrangement.
 
3. PARTICIPATION IN THE ARRANGEMENT
 
     All executive officers of the Corporation at or above the Executive Vice
President level shall be eligible to participate in the Arrangement. Within the
period specified in the Regulations within which performance goals are required
to be established to qualify as a pre-established performance goal (the
"Designation Period"), the Committee shall designate the executive officers of
the Corporation (each, a "Participant") who shall participate in the Arrangement
for the Performance Period (as that term is defined in Section 6 below). All
executive officers of the Corporation who are not designated by the Committee as
Participants for the applicable Performance Period and any person who becomes an
executive officer of the Corporation during the Performance Period shall be
eligible to participate in The Chase Manhattan Management Incentive Plan.
 
4. BONUS POOL
 
     Prior to the end of the Designation Period for the Performance Period, the
Committee shall designate in writing a percentage of the consolidated after-tax
net income of the Corporation and its subsidiaries for such Performance Period
that will be included in the bonus pool from which awards may be made for the
Performance Period (the "Bonus Pool"). There shall also be available for
inclusion in the Bonus Pool for any Performance Period the aggregate amount of
the Bonus Pools from all prior Performance Periods as to which bonus awards were
not made (the "Carryforward Amount"); provided, however, that no more than $3
million of the Carryforward Amount may be included in the Bonus Pool for any
Performance Period. The Committee shall certify in writing the Carryforward
Amount for the Performance Period prior to the end of the Designation Period.
The total amount of the Bonus Pool need not be paid as bonus awards under this
Arrangement.
 
5. ALLOCATION OF THE BONUS POOL
 
     Prior to the end of the Designation Period for the Performance Period, the
Committee shall allocate in writing, on behalf of each Participant, a portion of
the Bonus Pool to be paid for such Performance Period. Such allocation shall
consist of separate allocations of a portion of the Corporation's after-tax net
income which is included in the Bonus Pool and of the Carryforward Amount. The
total amount of the Bonus Pool allocated to all Participants (and of each
component thereof) shall not exceed 100% thereof (except to the extent permitted
by Section 162(m) of the Code and the Regulations). The annual maximum award
payable to any Participant shall equal the sum of (a) .40% of the consolidated
after-tax net income of the Corporation and its subsidiaries for such
Performance Period plus (b) 40% of the Carryforward Amount.
 

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6. PERFORMANCE PERIOD
 
     The Performance Period as to which awards may be made under this
Arrangement shall be the twelve-month period commencing January 1 of a calendar
year and ending on December 31 of such calendar year.
 
7. PAYMENT OF BONUS AWARDS UNDER THE ARRANGEMENT
 
     (a) No bonus awards may be made pursuant to this Arrangement for any
Performance Period unless the Committee is able to certify pursuant to Section
7(b) of this Arrangement that there was consolidated after-tax net income of the
Corporation and its subsidiaries for such Performance Period.
 
     (b) Following the completion of each Performance Period, the Committee
shall certify in writing (i) the amount, if any, of consolidated after-tax net
income of the Corporation and its subsidiaries for such Performance Period (ii)
the amount of the Bonus Pool and (iii) the bonus awards payable to the
Participants. The total of all individual bonus awards shall not exceed the
amount of the Bonus Pool. The Committee shall have the authority, in its sole
and absolute discretion, to reduce the amount of any bonus award below the
amount which would be payable based on the terms of this Arrangement or to not
grant bonus awards if, in its judgment, such action is warranted. Subject to the
limitations in the last sentence of Section 5 of this Arrangement, each bonus
award shall be paid first from the portion of the percentage of the consolidated
after-tax net income of the Corporation and its subsidiaries included in the
Bonus Pool and shall be paid from the Carryforward Amount only to the extent
necessary.
 
     (c) In the event the Committee determines, upon the advice of counsel to
the Corporation, that payment of an award may be made under this Arrangement
before the expiration of the Performance Period without materially adversely
affecting the ability of the Corporation or any of its subsidiaries to deduct
for federal income tax purposes the amounts payable under this Arrangement,
including, without limitation, by making a partial payment of an award based
upon the consolidated after-tax net income of the Corporation and its
subsidiaries for the first nine months or any other portion of the Performance
Period (which payment may be contingent upon the repayment to the Corporation of
any amount of any award in excess of the amount payable on account of the
consolidated after-tax net income of the Corporation and its subsidiaries for
the entire Performance Period), the Committee may elect during December of any
Performance Period to pay awards under this Arrangement prior to the expiration
of the Performance Period. In the event of any such election by the Committee,
the Committee shall certify in writing the portion of the Performance Period for
which awards are to be paid, and shall make the certifications in writing
required by Section 7(b) of this Arrangement with respect to such portion of the
Performance Period as if such portion of the Performance Period were the
Performance Period.
 
     (d) Except as provided in Section 7(e) or Section 8 of this Arrangement,
each Participant shall receive payment, subject to all required tax
withholdings, of his or her bonus award as soon as practicable following the
determination of the amount of such award.
 
     (e) Awards may be paid in cash, 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
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 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 such
value as shall be determined by such method as the Committee shall deem to
reflect fair market value as of such date. The value of any other non-cash
consideration shall be determined by the Committee at the time it is granted.
 
8. DEFERRAL OF PAYMENT OF AWARDS
 
     At the discretion of the Committee, any Participant, subject to such terms
and conditions as the Committee may determine, may elect to defer payment of all
or part of any award which such Participant might earn with respect to a
Performance Period (together with a return thereon from the date as of which the
 
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award would have been paid but for such Participant'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.
 
9. SEPARATION FROM THE CORPORATION AND ITS SUBSIDIARIES
 
     (a) Participants who cease to be employed by the Corporation or its
subsidiaries prior to the end of the Performance Period, other than due to
retirement under any retirement plan maintained by the Corporation or any of its
subsidiaries under which such Participant is covered, death or disability (as
defined in any disability plan of the Corporation or any of its subsidiaries
applicable to the Participant), shall not be eligible to receive a bonus award
for the Performance Period in which such termination of employment occurs;
provided, however, that the Committee may, in its sole discretion, when it finds
that a waiver may be in the best interest of the Corporation, waive in whole or
in part any or all of the provisions of this Section 9(a).
 
     (b) Any Participant may designate in writing the beneficiary of the unpaid
amount of a bonus award (including the amount of any bonus award which was
previously deferred) in case of death and if no designation has been made, or if
any such designation shall become ineffective, any such unpaid amount will be
paid to the Participant's estate. Such designation shall be effective upon
receipt thereof by the Corporation. Any such designation may be revoked in
writing by a Participant at any time without the consent of any such
beneficiary.
 
10. 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.
 
11. 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 pursuant to Section 7 of this Arrangement
regardless of the vesting date of such award, or amounts previously awarded to
such person but deferred in accordance with Section 8 of this Arrangement plus
any earnings thereon.
 
12. MISCELLANEOUS
 
     (a) Nothing contained in this Arrangement shall be construed as giving any
executive officer of the Corporation the right to continued employment or any
interest in any asset of the Corporation or any of its subsidiaries, nor to
prevent the Corporation or any of its subsidiaries or 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 or the amounts
payable hereunder.
 
     (b) 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.
 
     (c) A Participant may not sell, transfer or assign any right or interest in
the Arrangement except as provided in Section 9(b) hereof and any attempted
sale, transfer or assignment shall be null and void.
 
     (d) 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.
 
13. EFFECTIVE DATE
 
     This Arrangement shall be effective as of January 1, 1995, subject to the
subsequent approval hereof by the Corporation's stockholders at the 1995 Annual
Meeting and, if so approved, shall remain in effect until terminated in
accordance with Section 11 hereof.