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                                                                   EXHIBIT-10.1

                         THE CHASE MANHATTAN CORPORATION
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                     (As amended and restated December 1996)

1. Definitions - The following are defined terms wherever they appear in the
Plan.

1.1 "Administrator" shall mean the Secretary, or such other person or committee
appointed by the Chief Executive Officer of the Corporation, responsible for
those functions assigned to the Administrator under the Plan.

1.2 "Bank" shall mean The Chase Manhattan Bank.

1.3 "Board of Directors" shall mean the Board of Directors of the Corporation
or the Bank.

1.4 "Corporation" shall mean The Chase Manhattan Corporation.

1.5 "Deferred Compensation Account" or "Account" shall mean the separate account
established under the Plan for each Participant as described in Section 3.1.

1.6 "Director" shall mean a member of the Board of Directors of the Corporation
or the Board of Directors of the Bank who is not also an employee (or former
employee) of the Corporation or the Bank.

1.7 "Participant" shall mean each Director who participates in the Plan in
accordance with the terms and conditions of the Plan.

1.8 "Plan" shall mean the Deferred Compensation Plan for Non-Employee Directors
of The Chase Manhattan Corporation and The Chase Manhattan Bank, as amended from
time to time.

1.9 "Stock" shall mean the Common Stock of the Corporation, $1.00 par value per
share.

1.10 "Valuation Date" shall mean the close of business on the last business day
of each calendar quarter.

1.11 "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, as amended from time to time.

2 2. Participation.

2.1 Eligibility. Each Director is eligible to participate in the Plan.
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2.2 Participation in the Plan; Termination of Participation. (a) An individual
may elect to participate by delivering a properly executed election form to the
Administrator. The election form shall specify: (1) the amount, by percentage or
by dollar amount, of cash compensation and/or the amount (but not less than all)
of Stock compensation to be deferred; (2) the allocation of deferred cash
compensation among the forms of hypothetical investment of such deferred
compensation; (3) the manner in which deferred compensation is to be paid; (4)
the date or dates for payment of deferred compensation; and (5) the manner of
payment of deferred compensation to a Participant's estate in the event of death
before complete distribution of deferred compensation. (b) The effective date
for participation in the Plan by an individual who is a Director shall be the
first day of the calendar year next beginning after the date that the
Administrator receives the individual's election to participate in the Plan. The
effective date of participation in the Plan for an individual who is not a
Director shall be the date that he becomes a Director if the Administrator has
received an election to participate in the Plan prior to that date. (c) A
Participant may elect to terminate participation in the Plan by delivering
written notice to the Administrator. The effective date for termination shall be
the date specified by the Participant in the notice of termination (but not
earlier than the date of such notice). (d) The deferral of a Participant's
compensation shall begin or end, as appropriate, as of the effective date of the
Participant's election to participate or of the Participant's notice to
terminate participation, as appropriate, described in paragraphs (b) and (c)
above.

2.3 Term of Election of Deferral; Modification or Termination of Election of
Deferral. (a) An election to defer compensation, or to modify a prior election
to defer compensation, must be made by the Participant prior to the commencement
of the period during which the compensation is earned or to which the
compensation relates and shall continue in effect until modified or terminated
by the Participant or until the Participant ceases to be eligible to participate
in the Plan. A Participant may at any time modify 2 3 or terminate an election
to defer compensation, but in each case only once in any 12-month period. (b) A
termination of an election to defer compensation shall apply prospectively only
and shall not affect previously deferred compensation. A Participant who
terminates an election to defer compensation is not eligible to participate in
the Plan again until 12 months after the date that the Participant's election to
terminate becomes effective under Section 2.2.

3. Compensation Deferred.

3.1 Deferred Compensation Account. (a) A Deferred Compensation Account shall be
established for each Participant. The Account shall consist of two parts: (1)
cash compensation deferred by a Participant under the Plan, along with
hypothetical income (or losses) on this compensation (the "Cash Account") and
(2) compensation in the form of Stock plus Stock credited to Participant as a
result of the hypothetical reinvestment of hypothetical dividends on such Stock
compensation (the "Stock Account"). The amount of cash deferred (plus income or
less losses) shall be credited to the Participant's Cash Account. The number of
shares of Stock deferred, plus Stock resulting from the hypothetical
reinvestment of hypothetical dividends on deferred Stock compensation, shall be
credited to the Participant's Stock Account. (b) Deferred cash compensation
shall
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be credited to the Participant's Cash Account as of the last day of the month
during which such cash compensation was otherwise payable to the Participant.
For purposes of hypothetical investment of cash compensation under Section 3.3,
however, deferred cash compensation shall not be considered to be hypothetically
invested until the first day of the calendar quarter next following the date
that such compensation is credited to the Participant's Cash Account and shall
not begin to earn income until the first day of such quarter. (c) Deferred Stock
compensation shall be credited annually to the Participant's Stock Account as of
December 1 or such other date as may be specified by the Board of Directors for
the payment of Stock compensation.

3.2 Amount of Deferral. A Participant may elect to defer receipt of all or a
specified portion, by percentage or by dollar amount, of compensation otherwise
payable in cash and/or all (but not a portion of) compensation payable in Stock
to the Participant for services as a Director or as a member of a committee of
the Board of Directors of the Corporation or the Bank or as a member of any
advisory board of the Corporation, the Bank or any subsidiary of the Corporation
or the Bank. For these purposes, compensation shall include, but shall not be
limited to, Directors' fees (whether in cash or Stock), retainers, meeting fees,
fees for committees or other similar forms of remuneration, but shall not
include direct reimbursement of expenses.

3.3 Hypothetical Investment of Cash. Deferred cash compensation is assumed to be
invested, without charge, in one or more of the investment equivalents made
available from time to time hereunder. Descriptions of investment equivalents
available under the Plan shall be provided to each Participant on or prior to
the Participant making an allocation or reallocation of investment equivalents
into which any deferred cash payments are to be allocated or reallocated.

3.4 Time of Hypothetical Investment of Cash. The amount of cash in the
Participant's Cash Account on each Valuation Date which has not been previously
invested shall be deemed invested in a hypothetical investment on that Valuation
Date based on the value of the hypothetical investment on that date.

3.5 Allocation of Hypothetical Investments of Cash; Reallocation of Hypothetical
Investments of Cash. (a) A Participant may allocate the balance of the
Participant's Cash Account to one or more hypothetical investments. The
allocation shall be selected by the Participant. (b) A Participant may at any
time prospectively change the allocation of the hypothetical investment of
future deferred cash compensation. The reallocation of such future deferred
compensation may be made only once in a 12-month period and shall be effective
as of, and shall be based upon values in effect on, the Valuation Date which is
coincident with or next following the date that the Administrator receives the
Participant's written notification of the reallocation. (c) A Participant may at
any time also reallocate among the hypothetical investments any cash
compensation previously deferred by the Participant and then credited to the
Participant's Cash Account. This reallocation is in addition to the reallocation
described in paragraph (b) above and may be made only once in a 12-month period.
The reallocation shall be effective as of, and based upon values in effect on,
the Valuation Date which is coincident with or next following
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the date that the Administrator receives the Participant's written notification
of the reallocation.

3.6 Hypothetical Dividends on Deferred Stock. Dividends shall be deemed to have
been paid on Stock allocated to a Participant's Stock Account as if such
allocated Stock were actual shares of Stock issued and outstanding on the record
date for dividends on Stock. Such hypothetical dividends shall be converted into
deferred shares of Stock and shall be credited to a Participant's Stock Account
quarterly on each payment date in the amount of such hypothetical dividends
divided by the average of the high and low selling price of one share of Stock
as reported in the New York Stock Exchange Composite Transactions on such
payment date. Fractional shares shall be credited to a Participant's Stock
Account cumulatively, but the balance of shares of Stock in a Participant's
Stock Account shall be rounded to the next highest whole share in the event of
any issuance and distribution of Stock to such Participant pursuant to Section
4.1. The number of shares of Stock in a Participant's Stock Account shall be
adjusted to reflect stock dividends, splits and reclassifications.

3.7 Balance of Deferred Compensation Account. The balance of each Participant's
Deferred Compensation Account shall include: (1) cash compensation deferred by
the Participant and income (or losses) from the hypothetical investment of this
compensation credited to the Participant's Cash Account and (2) Stock
compensation deferred by the Participant and credited to the Participant's Stock
Account and any additional Stock credited to the Participant's Stock Account
from the investment of dividends deemed paid on such Stock compensation. The
balance of each Participant's Deferred Compensation Account, and the income or
losses attributable to the Account since the last Valuation Date, shall be
determined as of each Valuation Date.

3.8 Statement of Account. A statement shall be sent to each Participant as to
the balance of the Participant's Deferred Compensation Account at least once a
calendar year.

4. Payment of Deferred Compensation.

4.1 Payment of Deferred Compensation. Upon termination of services as a
Director, the balance of the Participant's Deferred Compensation Account shall
(subject to Section 4.2) be paid to the Participant in the manner and at the
time selected by the Participant prior to the date of such termination. For
purposes of payment, the balance of the Participant's Account shall be valued as
of the Valuation Date coincident with or immediately preceding the date that the
balance, or the particular installment thereof, is to be paid, but the balance
of the Participant's Account shall include all compensation deferred by the
Participant since the last Valuation Date.

4.2 Elections Pertaining to Payments. The Participant may elect the manner of
payment of the balance of the Participant's Deferred Compensation Account,
whether in the Cash or Stock Account, including the dates of periodic payments
over a specified period of years or the date of a lump sum distribution,
provided that: (a) If the payment provides for installments, the payments shall
be made at least annually and not more frequently
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than quarterly and shall be payable for a period not to exceed 15 years; (b)
Except as provided in paragraph (d) below, no payments may be made prior to the
first day of the calendar year following the calendar year during which the
Participant terminates services as a Director unless the payment is made
pursuant to Section 4.4 or Section 4.5; (c) No payments from any Participant's
Stock Account shall be payable otherwise than in shares of Stock; and (d) No
payments from any Participant's Cash Account shall be payable otherwise than in
cash.

4.3 Modifications of Elections Pertaining to Payments. A Participant may at any
time prior to the date that the Participant's service as a Director is
terminated modify previous elections pertaining to: (1) the date or dates and
the manner in which the balance of the Participant's Deferred Compensation
Account is to be paid and (2) the manner of payment of the balance of the
Participant's Deferred Compensation Account in the event of the Participant's
death.

4.4 Payments to a Deceased Participant's Estate or Beneficiaries. (a) A
Participant may elect by notice to the Administrator that in the event of the
Participant's death, any balance in the Participant's Deferred Compensation
Account shall be paid (i) to beneficiaries, named by the Participant, provided
that if no such election is made, payment shall be to the Participant's estate;
and (ii) in the same manner as provided with respect to the Participant,
provided that if no such election is made the balance of the Participant's
Deferred Compensation Account shall be determined as of the Valuation Date
coincident with or immediately following the Participant's death and this amount
shall be paid in a single payment to the Participant's estate as soon as
reasonably practicable thereafter. (b) In the event of a Participant's election
to have Deferred Compensation payments made in installments following the death
of such Participant, the Administrator may, upon consideration of the
application of the duly appointed administrator or executor of the Participant's
estate, or such beneficiaries as have been named by the Participant, direct that
the balance of the Participant's Deferred Compensation Account be paid in a
single payment. The payment shall be made at the time specified by the
Administrator.

4.5 Unforeseeable Emergency. A Participant may request the Administrator to make
payment in the care of an unforeseeable emergency. For purposes of this Plan, an
unforeseeable emergency is severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined by relevant provisions of law) of the Participant,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The circumstances that will constitute an
unforeseeable emergency will depend upon the facts of each case, but, in any
case, payment may not be made to the extent that such hardship is or may be
relieved (i) through reimbursement or compensation by insurance or otherwise,
(ii) by liquidation of the Participant's assets, to the extent the liquidation
of such assets would not itself cause severe financial hardship, or (iii) by
cessation of deferrals under the Plan. Examples of what are not considered to be
unforeseeable emergencies include the need to send a Participant's child to
college or the desire to purchase a home. Withdrawals of
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amounts because of an unforeseeable emergency must only be permitted to the
extent reasonably needed to satisfy the emergency need.

5. General Provisions.

5.1 Participant's Rights Unsecured. The right of any Participant to receive
future payments of cash or Stock under the provisions of the Plan shall be an
unsecured claim against the general assets of the Corporation or the Bank, as
appropriate.

5.2 Assignability. No right to receive payments or distributions under the Plan
shall be transferable or assignable by a Participant, except by will, by the
laws of descent and distribution or by a court of competent jurisdiction. Any
other attempted assignment or alienation of payments under the Plan shall be
void and of no force or effect.

5.3 Administration. Except as otherwise provided herein, 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.

5.4 Amendment. The Plan may at any time or from time to time be amended,
modified or terminated by the Corporation and/or the Bank, provided that no 7 8
amendment, modification or termination (a) shall, without the consent of the
Participant and the approval of the Board of Directors, adversely affect the
balance of a Participant's Deferred Compensation Account at that time or (b)
permit payment of the balance of a Participant's Deferred Compensation Account
prior to the date of payment specified in Section 4.2 (except for payments
provided in Section 4.4 or Section 4.5).

5.5 Legal Opinions. The Administrator may consult with legal counsel, who may be
counsel for the Corporation or other counsel, with respect to the
Administrator's obligations or duties hereunder, or with respect to any action,
proceeding or any question of law, and shall not be liable with respect to any
action taken or omitted to be taken, by the Administrator in good faith pursuant
to the advice of such counsel.

5.6 Liability. Any decision made or action taken by the Board of Directors, the
Administrator, or any employee of the Corporation or any of its subsidiaries
arising out of or in connection with the construction, administration,
interpretation or effect of the Plan shall be within their or its absolute
discretion and shall be conclusive and binding on all parties. Neither the
Administrator nor any member of the Board of Directors, and no employee of the
Corporation or of any of its subsidiaries, shall be liable for any act or action
hereunder, whether of omission or commission, except in circumstances involving
bad faith, or for any act of any other member or employee or of any agent to
whom duties in connection with the administration of the Plan have been
delegated.

5.7 Construction. The singular shall include the plural, where appropriate.