<PAGE>
                                                                    Exhibit 10.2

THE CHASE MANHATTAN CORPORATION

Post-Retirement Compensation Plan for Non-Employee Directors
(As amended and restated effective May 21, 1996.)

         SECTION 1. Plan. This plan is the Chase Manhattan Corporation
Post-Retirement Compensation Plan for Non-Employee Directors.

         SECTION 2. Definitions. For purposes of the Plan, the following terms
shall have the meanings specified below:

         "Administrator" shall mean the person appointed by the Chief Executive
Officer of the Corporation to administer the Plan.

         "Board" shall mean the Board of Directors of the Corporation.

         "Common Stock" shall mean the shares of common stock, par value $1 per
share, of the Corporation.

         "Corporation" shall mean The Chase Manhattan Corporation, a Delaware
corporation.

         "Director" shall mean a person serving as a director of the
Corporation.

         "Fair Market Value" shall mean the mean between the high and low
selling prices of Common Stock on the date as of which such value is being
determined.

         "Outside Director" shall mean any Director of the Corporation who has
never been an employee or officer of the Corporation or a Subsidiary.

         "Participant" shall have the meaning assigned to such term in Section
3.

         "Subsidiary" shall mean any corporation which at the time qualifies as
a subsidiary of the Corporation under the definition of "subsidiary corporation"
in Section 425(f) of the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         "Unit" shall mean a unit which is equal in value to the Fair Market
Value of a share of Common Stock.

         SECTION 3. Participants. Effective as of May 21, 1996, the term
"Participant" shall be limited to those Outside Directors who were participating
in the Plan and on such date, the Plan shall be frozen, and no further amounts
shall accrue in respect of any Participant, except as set forth in Section 4(b).


                                       1
<PAGE>

         SECTION 4. Compensation. (a) Commencing upon a Participant's
retirement, resignation or removal from service as a Director on the Board, or
any failure of a Participant to be reelected as a Director after accepting a
nomination for election, in each case (i) after attaining the age of 70 (or such
other age as may be established from time to time by the Board as the retirement
age), (ii) with the consent of the Board or (iii) because of disability or
health reasons, the Corporation shall pay on May 1 of each year (or on such
other date or dates as the Administrator shall so designate in his sole
discretion) during the Participant's lifetime to each Participant an amount
equal to the dollar value of the annual retainer fee (such dollar value to be
determined by the Administrator from time to time) payable to Directors of the
Corporation at the date the Participant retires, resigns, or is removed from
service as a Director or is not reelected as a Director after accepting a
nomination for election, which amount shall be not less than $25,000 for
Participants ceasing to serve the Corporation in the capacity of Director on or
after January 1, 1990; provided, however, such amount shall be reduced for each
Participant with fewer than ten years of service to the Board as an Outside
Director by ten percent for each year, or part thereof, less than ten years of
service. In calculating the number of years a Participant has served on the
Board, all years served prior to the effectiveness of this Plan and for
Participants who were Directors of Manufacturers Hanover Corporation or who were
Directors of The Chase Manhattan Corporation at the time of its merger with
Chemical Banking Corporation, all years such Participants had served as
directors of such corporation prior to becoming Directors of the Corporation.
shall be included in the calculation.

         (b) For purposes of determining the amount payable hereunder to any
Participant retiring, resigning or being removed on or after May 20, 1996, the
following rules shall apply:

                  (i) any Participant retiring, resigning or being removed on
May 20, 1996, shall be permitted to elect to (A) receive the compensation set
forth in Section 4(a), except that the age specified in Section 4(a) (i) shall
be 65 and such Participant shall be deemed to have performed ten years of
service to the Board as an Outside Director (regardless of his or her actual
years of service); or (B) be treated in the manner set forth in Section 4(b)
(ii) below;

                  (ii) any Participant retiring, resigning, being removed or
otherwise terminating service as an Outside Director after May 20, 1996 shall,
in lieu of the compensation payable under this Section 4(a), receive an amount
determined pursuant to Section 5; provided that in determining the amount to be
initially credited to the Participant's account under Section 5, each
Participant shall be considered to have performed ten years of service to the
Board as an Outside Director (regardless of his or her actual years of service).

         SECTION 5. Deferred Account. (a) The compensation otherwise payable
under Section 4(a) to Participants described in Section 4(b) (ii) or electing to
be so treated under the provisions of Section 4(b) (i) shall be converted to a
present value dollar amount, based on actuarial assumptions satisfactory to the
Administrator, and such dollar amount converted into a number of Units by
dividing such dollar amount by


                                       2
<PAGE>

the average of the Fair Market Value of the Common Stock during the period
commencing July 18, 1996 and ending August 5, 1996, inclusive.

      (b) The amount so determined pursuant to Section 5(a) shall be treated as
deferred in accordance with Appendix A hereto.

         SECTION 6. Nontransferability. No amount due to any Participant shall
be assignable or transferable by a Participant, except by will or the laws of
descent and distribution, and no right or interest of any Participant shall be
subject to any lien, obligation or liability. Any attempted assignment or
alienation of payments hereunder shall be void and of no force or effect.

         SECTION 7. Amendment. The Board may amend, suspend or terminate the
Plan or any portion hereof at any time; provided, however, no right under the
Plan of any Participant (including the right to receive future compensation in
specified amounts) immediately prior to any amendment of the Plan shall in any
way be amended, modified, suspended or terminated without such Participant's
prior written consent.

         SECTION 8. Withholding. The Corporation shall have the right to deduct
from any and all amounts paid to any Participant under this Plan any taxes
required by law to be withheld therefrom.

         SECTION 9. Administration. The Plan shall be administered by the
Administrator who shall have the authority to adopt rules and regulations for
carrying out the Plan, and who shall interpret, construe and implement the
provisions of the Plan.

         SECTION 10. Participant's Rights Unsecured. The right of any
Participant to receive future payments under the provisions of the Plan shall be
an unsecured claim against the general assets of the Corporation.

         SECTION 11. Effective Date. This Plan became effective on May 13, 1988.


                                       3
<PAGE>

                                                                     Appendix A

SECTION A1. Participants' Account Balances. The Corporation shall maintain an
individual book account under the Plan for each Participant having a deferred
account. Each Participant shall initially have credited to his or her account
the number of Units calculated in respect of such Participant pursuant to
Section 5 hereof. Such account shall continue to be expressed in Units until an
Outside Director has ceased to render services to the Corporation as an Outside
Director. Any dividends paid on Common Stock shall be credited to a
Participant's account in respect of each Unit and deemed to be reinvested in
additional Units based on the Fair Market Value of Common Stock on the dividend
payment date. In addition, the number of Units allocated to a Participant's
account shall be adjusted to reflect stock dividends, splits and
reclassifications, and similar transactions affecting the value of Common Stock.
At the time that the Participant's services as an Outside Director cease,
subject to Section 5 hereof, the account balance will, until such time as it is
paid to the Participant in accordance with the Participant's payment elections,
be allocated among the hypothetical investments permitted under the Plan for
Participants who have ceased to render service as an Outside Director, as such
allocation may be elected by the Participant.

 SECTION A2. Payment Elections. (a) General Provisions. In connection with the
commencement of participation in this Plan, each Participant shall make an
election (the "Payment Election") concerning the timing and form of distribution
of the amounts credited to his or her Plan account. Any payment from the Plan
shall commence following termination of the Participant's services to the
Corporation as an Outside Director, but in no event prior to one year after
receipt by the Corporation of the Outside Director's initial Payment Election.
The forms of benefit available under the Plan shall be a lump sum payment or
quarterly, semi-annual or annual installments over a period not to exceed 15
years from the earliest date the director may commence receiving payments
hereunder.

        (b) Special Rules. (i) Subsequent Payment Elections may be made by a
Participant, which shall supersede the initial Payment Election, but any such
subsequent Payment Election shall not be valid unless it is made prior to May of
the calendar year preceding the calendar year in which payments to the Director
hereunder are otherwise due to commence.

        (ii) If a Participant has elected to receive installment payments of the
amount in his or her account, the Participant may, at the Participant's option,
elect to allocate the account, on or after the date on which he or she ceases to
perform services as an Outside Director, among such forms of hypothetical
investment as may be made available hereunder by the Administrator with
reference to the hypothetical investments made available under the Deferred
Compensation Plan for Non-Employee Directors of The Chase Manhattan Corporation
(the "Deferred Compensation Plan"). Reallocations may be made among hypothetical
investments on the same basis as is permitted under the Deferred Compensation
Plan.


                                       4
<PAGE>

SECTION A3. Payments to a Deceased Participant's Estate. (a) In the event of a
Participant's death before the balance of his or her account is fully paid,
payment of the balance of the Participant's account shall then be made to his or
her estate in accordance with the manner selected by the Participant prior to
death, which manner shall provide that: (i) payment shall be made to the
Participant's estate in the same manner as provided with respect to the payments
to the Participant or (ii) the balance of the Participant's account shall be
determined as soon as practicable following his or her death and this amount
shall be paid in a single payment to the Participant's estate as soon as
reasonably practicable thereafter. In the event no election has been made,
payment shall be made in accordance with clause (ii) of the preceding sentence.

        (b) In the event of a Participant's death before the balance of his or
her account is fully paid to the estate in installments, the Administrator may,
upon consideration of the application of the duly appointed administrator or
executor of the Participant's estate, direct that the balance of the
Participant's account be paid to the estate in a single payment. The payment
shall be made at the time specified by the Administrator.


                                       5