As filed with the Securities and Exchange Commission on December 24, 1997

                                                   Registration No. 333-_______
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

       REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933

                              --------------------

                         FIRST EMPIRE STATE CORPORATION
             (Exact name of registrant as specified in its charter)

          NEW YORK                                             16-0968385
- ------------------------------                             ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

             ONE M&T PLAZA
           BUFFALO, NEW YORK                                       14240
- ---------------------------------------                          ----------
(Address of Principal Executive Offices)                         (Zip Code)

                         FIRST EMPIRE STATE CORPORATION
                               DEFERRED BONUS PLAN
                            (Full title of the Plan)

                            RICHARD A. LAMMERT, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                         FIRST EMPIRE STATE CORPORATION
                                  ONE M&T PLAZA
                             BUFFALO, NEW YORK 14240
                                 (716) 842-5390
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                               STEVEN KAPLAN, ESQ.
                                 ARNOLD & PORTER
                            555 TWELFTH STREET, N.W.
                             WASHINGTON, D.C. 20004
                                 (202) 942-5998
                              --------------------

                         Calculation Of Registration Fee
============================================================================================================ Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Aggregate Offering Registration Fee Per Share(2) Price - ------------------------------------------------------------------------------------------------------------ Common Stock, 15,000 Shares (1) $438.00 $6,570,000 $1939.00 Par value $5.00 - ------------------------------------------------------------------------------------------------------------ Deferred $3,700,000 N/A $3,700,000 $1092.00 Compensation Obligations (3) ============================================================================================================
(1) Includes Deferred Compensation Obligations of First Empire State Corporation with respect to such shares of Common Stock. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Securities Act Rule 457(h), and on the basis of the average of the high and low sale prices of the Registrant's Common Stock on the American Stock Exchange on December 19, 1997, which date is within 5 business days prior to the date of the filing of this Registration Statement. (3) Represents other unsecured Deferred Compensation Obligations of First Empire State Corporation to pay deferred compensation in the future in accordance with the terms of the First Empire State Corporation Deferred Bonus Plan that will not be settled in shares of Common Stock. INTRODUCTION First Empire State Corporation (the "Corporation" or the "Registrant") is filing this Registration Statement to register shares of First Empire Common Stock, $5.00 par value per share ("Common Stock"), that may be issued pursuant to the First Empire State Corporation Deferred Bonus Plan and also because of the uncertainty as to whether the Deferred Compensation Obligations would or should be considered "securities" or be subject to registration under the Securities Act of 1933, as amended ("Securities Act"). The filing of this Registration Statement is not an admission by the Registrant that the Deferred Compensation Obligations are securities or are subject to the registration requirements of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are hereby incorporated herein by reference: (i) Annual Report on Form 10-K for the year ended December 31, 1996; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997; and (iii) Current Reports on Form 8-K dated January 9, 1997, January 31, 1997, February 19, 1997, June 6, 1997, June 24, 1997 and October 28, 1997; and (iv) The description of the Corporation's Common Stock contained in the Corporation's Registration Statement, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and any amendment or report filed for the purpose of updating such description. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all of the securities offered hereby have been sold or which withdraws from registration such securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this II-1 Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. This Registration Statement relates to both the First Empire State Corporation Common Stock and the deferred compensation obligations ("Deferred Compensation Obligations") provided under the First Empire State Corporation Deferred Bonus Plan (the "Plan"). The Common Stock is described in the document incorporated by reference (see Item 3 (iv)). Set forth below is a summary of the $3,700,000 in Deferred Compensation Obligations created pursuant to the Plan as amended and restated, effective January 1, 1998, and registered under this Registration Statement. Certain employees of the Corporation and its subsidiaries (hereinafter, the "Employer") are permitted to defer certain annual incentive awards pursuant to the Plan. When an employee ("Participant") makes a deferral election under the Plan, the Employer retains the amount deferred and credits the value of such amount by book entry into a Participant's designated account maintained under the Plan for the employee by the Employer. Participants may choose from a variety of investment indices that credit earnings or losses to the Participant's deferral accounts based on the return of the investment funds available under the First Empire Corporation Retirement Savings Plan. The Employer then assumes the Deferred Compensation Obligations which are general, unsecured obligations to pay the employee in the future the deferred amount in cash or, as described in the following paragraph, in Common Stock, in either case in accordance with the terms of the Plan under which compensation or awards were deferred, as adjusted during the deferred period, and in accordance with applicable investment measures as selected by the Participant. The Plan provides that employees of the Corporation and its affiliates who elect to use the Corporation's Common Stock as a deferral investment measure for some or all of their deferral accounts under the Plan will be paid the deferral balances as to such deferred amounts using such measure in Common Stock rather than in cash. The number of shares to be paid will be that number that equals the deferred amount using the Common Stock as the deferral investment measure on the effective date of the deferral, divided by the closing price of the Common Stock on the American Stock Exchange on the effective date of the deferral, plus the number of shares that represents reinvested dividends on the number of shares allocated to the Participant's deferral account. II-2 The Plan is unfunded, and payment of the Deferred Compensation Obligations is made from the general assets of the Employer. Each Participant is a general unsecured creditor of the Employer with a claim against the Employer for the amount he or she has deferred, as adjusted during the deferral period in accordance with applicable investment measures as selected by the Participant. The Deferred Compensation Obligations are unsecured general obligations of the Employer and rank pari passu with other unsecured and unsubordinated indebtedness of the Employer from time to time outstanding. The Corporation in its sole discretion determines the investment measures available under the Plan. Each Participant may elect to allocate his or her account among the available measures and may change the allocation in accordance with the terms of the Plan. Account balances are adjusted as though actually invested in the investments used as measures, but no investment of funds outside the Corporation occurs. Participants may not assign or transfer the Deferred Compensation Obligations, other than by designating a beneficiary or beneficiaries to receive payment if a Participant dies before receiving full payment of the amount credited to his or her account, and the Deferred Compensation Obligations shall not be subject to alienation, encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary, except when, where and if compelled by applicable law. Payment of Deferred Compensation Obligations generally is made at the time and in the manner elected by Participants at the time of the deferral election as permitted by the Plan. Payment elections may not be changed. If a Participant terminates employment with the Employer other than by reason of death, disability or retirement, the value of such Participant's account ordinarily will be distributed to the Participant in accordance with the terms of the Plan. At the discretion of the Plan Administrator, under certain circumstances, all or a portion of the value of a Participant's account may be distributed earlier than originally elected. The Employee Benefit Plan Committee of Manufacturers and Traders Trust Company, a subsidiary of the corporation, has been designated the Plan Administrator by the Corporation's Board of Directors. The Plan Administrator has all such powers as may be necessary to discharge its duties relative to administration of this Plan, including full discretionary authority to interpret the Plan, to establish rules and regulations relating to the Plan, and to make all other determinations and take all other actions necessary or appropriate for the proper administration of the Plan. The Plan may be amended or terminated at any time and from time to time, except that no such amendment may adversely affect a Participant's rights with respect to outstanding Deferred Compensation Obligations credited to a Participant's account as of the date of such amendment or termination without prior consent by the Participant. II-3 Item 5. Interests of Named Experts and Counsel. The validity of the securities of the Corporation being registered hereby has been passed upon by Richard A. Lammert, Esq., General Counsel to the Company. As of the close of business on December 16, 1997, Mr. Lammert was the beneficial owner of 5,691 shares of Common Stock; he held unexercised options granted under the Corporation's 1983 Stock Option Plan to purchase 9,000 shares of Common Stock; and he was entitled to the payment of Deferred Compensation Obligations equal to 224 shares of Common Stock. The financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of First Empire State Corporation for the year ended December 31, 1996 have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. Documents incorporated herein by reference in the future will include financial statements, related schedules (if required) and independent auditors' reports, which financial statements and schedules will have been audited to the extent and for the periods set forth in such reports by the firm or firms rendering such reports, and, to the extent so audited and consent to incorporation by reference is given, will be incorporated herein by reference. Item 6. Indemnification of Directors and Officers. Sections 722-725 of the New York Business Corporation Law permit the indemnification of any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, other than an action brought by or in the right of the corporation, by reason of the fact that such person is or was a director or officer of the corporation or was serving in any capacity for another enterprise at the request of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys' fees) actually and reasonably incurred as a result of such action or proceeding, provided such person acted in good faith and for a purpose he or she reasonably believed to be in, or in the case of service for another enterprise, not opposed to, the best interests of the corporation. With respect to a proceeding by or in the right of the corporation, such person may be indemnified against amounts paid in settlement and reasonable expenses (including attorneys' fees) if he or she acted in good faith and for a purpose he or she reasonably believed to be in, or in the case of service for another enterprise, not opposed to, the best interests of the corporation. The statute provides, however, that no indemnification is allowed with respect to a threatened action, pending action which is settled or otherwise disposed of, or as to any person who is adjudged liable to the corporation, unless and only to the extent that the court, upon application, determines that such person is entitled to indemnification under the circumstances. II-4 The Bylaws of the Corporation provide that directors and officers shall be indemnified to the fullest extent permitted by the New York Business Corporation Law or any other applicable law provided, however, that a director or officer shall be indemnified with respect to any action or proceeding (or part thereof) initiated by any such director or officer only if such action or proceeding (or part thereof) was authorized by the board of directors. In addition, the Corporation's Restated Certificate of Incorporation provides that as to any act or omission occurring after May 7, 1997, a director of the Corporation shall, to the maximum extent permitted by the laws of the State of New York, have no personal liability to the Corporation or any of its stockholders for damages that may arise from any breach of duty as a director. The Corporation has purchased insurance insuring officers and directors of the Corporation against certain liabilities incurred in their capacities as such to insure the Corporation against payments which it is obligated to make to such persons under the foregoing indemnification provisions. Such liabilities could include liabilities arising under the Securities Act. The foregoing descriptions are general summaries only. Reference is made to the full text of the Corporation's Restated Certificate of Incorporation and Bylaws incorporated herein by reference. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The exhibits listed on the Index of Exhibits of this Registration Statement are filed herewith or are incorporated herein by reference to other filings. Item 9. Undertakings. The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"). II-5 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; 4. That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and 5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-6 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on December 24, 1997. FIRST EMPIRE STATE CORPORATION By: /s/ Michael P. Pinto ------------------------------- Michael P. Pinto Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on December 24, 1997. Signature Title - --------- ----- * - ---------------------------- Robert G. Wilmers Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) * - ----------------------------- Michael P. Pinto Executive Vice President and Chief Financial Officer (Principal Financial Officer) * - ------------------------------ Administrative Vice President, Michael R. Spychola Controller and Assistant Secretary (Principal Accounting Officer) * - ------------------------------ Brent D. Baird Director * - ------------------------------ John H. Benisch Director * - ------------------------------ C. Angela Bontempo Director * - ------------------------------ Robert T. Brady Director * - ------------------------------ Patrick J. Callan Director * - ------------------------------ Richard E. Garman Director * - ------------------------------ James V. Glynn Director * - ------------------------------ Roy M. Goodman Director * - ------------------------------ Patrick W.E. Hodgson Director * - ------------------------------ Samuel T. Hubbard, Jr. Director * - ------------------------------ Lambros J. Lambros Director * - ------------------------------ Wilfred J. Larson Director * - ------------------------------ Jorge G. Pereira Director * - ------------------------------ Raymond D. Stevens, Jr. Director * - ------------------------------ Herbert L. Washington Director * - ------------------------------ John L. Wehle, Jr. Director By: /s/ Richard A Lammert -------------------------- Richard A. Lammert (Attorney-in-Fact) Pursuant to the requirements of the Securities Act of 1933, the Employee Benefit Plan Committee which administers the First Empire State Corporation Deferred Bonus Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York on December 23,1997. /s/ Mark J. Czarnecki ---------------------------------- Mark J. Czarnecki /s/ James L. Hoffman ---------------------------------- James L. Hoffman /s/ Ray E. Logan ---------------------------------- Ray E. Logan /s/ Michael P. Pinto ---------------------------------- Michael P. Pinto /s/ Robert E. Sadler, Jr. ---------------------------------- Robert E. Sadler, Jr. INDEX OF EXHIBITS Exhibit 4.1 First Empire State Corporation Deferred Bonus Plan, effective January 1, 1998, filed herewith. Exhibit 5 Opinion of Richard A. Lammert with respect to the legality of the Common Stock and Deferred Compensation Obligations being registered, filed herewith. Exhibit 23.1 Consent of Price Waterhouse LLP, Independent Auditors and Accountants, filed herewith. Exhibit 23.2 Consent of Richard A. Lammert, contained in his opinion filed as Exhibit 5 hereto. Exhibit 24 Powers of Attorney of certain officers and directors of the Corporation, filed herewith.

                                                                     Exhibit 4.1



                         FIRST EMPIRE STATE CORPORATION
                               DEFERRED BONUS PLAN
                (Amended and Restated effective January 1, 1998)

                                    ARTICLE I

                                     INTENT

                  This First Empire State Corporation Deferred Bonus Plan was
           established, effective January 1, 1984, for the benefit of certain
           employees of certain affiliates of First Empire State Corporation.
           The Plan is intended to qualify as a plan described in Section 201(2)
           of the Employee Retirement Income Security Act of 1974, as amended
           ("ERISA"), and is maintained primarily for the purpose of providing
           deferred compensation for a select group of management or highly
           compensated employees.


                                   ARTICLE II

                                   DEFINITIONS

                  When used in this Plan, the following terms shall have the
           following meanings:

                  2.1 "Account" means the account maintained for a Participant
           pursuant to Article IV hereof.

                  2.2 "Beneficiary" means the person or persons designated by a
           Participant pursuant to Article VI hereof to receive any benefit
           payable pursuant to Section 5.1 hereof upon the Participant's death.

                  2.3 "Bank" means Manufacturers and Traders Trust Company and
           its successors by merger, sale of assets or otherwise.

                  2.4  "Board" means the board of directors of First
           Empire State Corporation.

                  2.5  "Bonus" means an Eligible Employee's award under
           an Incentive Plan.

                  2.6 "Deemed Earnings" means the income earned or loss incurred
           with respect to a Participant's Deemed Investment Portfolio. The
           Deemed Earnings with respect to each investment option in a Deemed
           Investment Portfolio shall be determined on the basis of the total
           actual return on such investment option in the First Empire State
           Corporation Retirement Savings Plan for the period in question or, in
           the





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           case of a First Empire Stock Deemed Investment Account, on the basis
           of the number of shares of First Empire Common Stock that would
           represent reinvested dividends on the shares credited to such First
           Empire Stock Deemed Investment Account
           for the period in question.

                  2.7 "Deemed Investment Portfolio" means the hypothetical
           portfolio designated by a Participant from among (a) the investment
           options offered under the First Empire State Corporation Retirement
           Savings Plan, excluding the First Empire State Corporation Stock Fund
           offered thereunder, and (b) shares of First Empire Common Stock.

                  2.8 "Deferred Bonus Election" means an election made pursuant
           to Section 3.1(a) hereof.

                  2.9 "Deferred Bonus" means that portion of a Bonus the payment
           of which is deferred by a Participant under this Plan.

                  2.10 "Deferred Bonus Agreement" means the written agreement
           entered into between a Participant and his Employer pursuant to which
           the Participant elects to defer payment of a specified portion of his
           Bonus in accordance with the terms of this Plan and such agreement.

                  2.11 "Eligible Employee" means an individual who is an
           employee of an Employer, who is eligible to participate in an
           Incentive Plan and who is designated by the Plan Administrator as
           eligible to participate in this Plan.

                  2.12 "Employer" means First Empire State Corporation and each
           of its affiliates, any of whose employees are eligible to participate
           in an Incentive Plan.

                  2.13  "Financial Hardship" means a financial hardship
           of a Participant.

                  2.14  "First Empire Common Stock" means the Common
           Stock, par value $5.00 per share, of First Empire State
           Corporation.

                  2.15 "First Empire Stock Deemed Investment Account" means that
           portion of an Account consisting of hypothetical shares of First
           Empire Common Stock.

                  2.16 "Incentive Plan" means the First Empire State Corporation
           Incentive Plan and such other incentive plans of First Empire State
           Corporation or its subsidiaries as the Plan Administrator may
           designate.





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                  2.17 "Participant" means an Eligible Employee who has deferred
           a portion of his Bonus pursuant to a Deferred Compensation Agreement
           and the terms of this Plan.

                  2.18 "Plan" means this First Empire State Corporation Deferred
           Bonus Plan, as set forth herein and amended from time to time.

                  2.19 "Plan Administrator" means such person or committee as
           may be designated by the Board to serve as such under this Plan.

                  2.20 "Retirement" means the earliest of a Participant's (a)
           normal retirement, early retirement or disability retirement under
           the First Empire State Corporation Retirement Plan, (b) death or (c)
           65th birthday.

                  2.21 "Revaluation Date" means the last day of each calendar
           quarter and such other dates as may be designated by the Plan
           Administrator.


                                   ARTICLE III

                                DEFERRAL OF BONUS

                  3.1  Deferred Bonus Elections.

                       (a) An Eligible Employee, by executing a Deferred Bonus
           Agreement, may elect to defer all or any portion of his Bonus.

                       (b) An Eligible Employee must make his Deferral Election
           for a Bonus payable with respect to a calendar year on or before
           October 31 of that calendar year.

                  3.2  Deferred Bonus Agreements.

                       (a) A Deferred Bonus Election pursuant to this Plan shall
           be made pursuant to a written Deferred Bonus Agreement between the
           Eligible Employee and his Employer.

                       (b) A Participant's Deferred Bonus Agreement shall
           specify whether the Deferred Bonus thereunder (and Deemed Earnings
           thereon) shall be paid in a single lump-sum payment or in annual
           installments payable over five, ten or 20 years.

                       (c) A Participant's Deferred Bonus Agreement shall
           specify whether the Deferred Bonus thereunder (and Deemed Earnings
           thereon) shall be paid (or shall commence to





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           be paid) at (i) Retirement or (ii) on a date selected by the
           Participant from among any one of the first 20 anniversaries of the
           date on which the Deferred Bonus would have been paid absent the
           Deferred Bonus Election.


                                   ARTICLE IV

                                    ACCOUNTS

                  4.1 Maintenance of Accounts. The Plan Administrator shall
           establish a bookkeeping account (an "Account") for each Participant.
           As of the first day of the month in which a Deferred Bonus would have
           been paid to the Participant absent a Deferred Bonus Election, the
           amount of such Deferred Bonus shall be credited to such Participant's
           Account.

                  4.2 Deemed Earnings. As of each Revaluation Date, a
           Participant's Account shall be adjusted for Deemed Earnings since the
           preceding Revaluation Date. Where a Deferred Bonus is credited to an
           Account other than on a Revaluation Date, Deemed Earnings on the
           amount of such Deferred Bonus for the period from the date of such
           credit until the next succeeding Revaluation Date shall be a pro rata
           portion of Deemed Earnings on an equivalent amount for the period
           between the Revaluation Dates immediately preceding and succeeding
           the date of such credit, calculated by reference to the number of
           days in each period, except that Deemed Earnings on a First Empire
           Stock Deemed Investment Account shall be based on the actual dates of
           dividend payments on First Empire Common Stock.

                  4.3 Deemed Investment Portfolio. In his Deferred Bonus
           Agreement, a Participant shall designate a Deemed Investment
           Portfolio, and shall allocate his Deferred Bonus among the investment
           options offered for inclusion in the Deemed Investment Portfolio in
           integral multiples of 5 percent. A Participant may change such
           allocation on a calendar quarterly basis by submitting a written form
           to the Plan Administrator prior to the first day of such calendar
           quarter; provided, however, that a Participant may not change a prior
           allocation to his First Empire Stock Deemed Investment Account other
           than to add to such Account.

                  4.4  Separate Accounting.  Within a Participant's
           Account, the Plan Administrator shall account separately for
           each of the Participant's Deferred Bonuses.

                  4.5  First Empire Stock Deemed Investment Account.  A
           Participant's First Empire Stock Deemed Investment Account
           shall be credited with the number of hypothetical shares of





                                       - 5 -


           First Empire Common Stock that equals the portion of the Deferred
           Bonus as to which the Participant elected a hypothetical investment
           in such shares, divided by the closing price of a share of First
           Empire Common Stock on the American Stock Exchange (or such other
           principal securities exchange on which the shares of Common Stock are
           traded if such shares are no longer traded on the American Stock
           Exchange) on the effective date of the deferral, which shall be the
           date on which the Deferred Bonus would have been paid had it not been
           deferred, plus Deemed Earnings thereon. In the event of any change in
           corporate capital capitalization, such as a stock split, or a
           corporate transaction, such as any merger, consolidation, separation,
           including a spin-off, or other distribution of stock or property of
           the Employer, any reorganization (whether or not such reorganization
           comes within the definition of such term in Internal Revenue Code
           Section 368) or any partial or complete liquidation of the Employer,
           such adjustment shall be made in the number and class of hypothetical
           shares of First Empire Common Stock held in a Participant's First
           Empire Stock Deemed Investment Account as may be determined to be
           appropriate and equitable by the Plan Administrator in its sole
           discretion.


                                    ARTICLE V

                               PAYMENT OF BENEFITS

                  5.1 General Rule. Except as provided in the following sentence
           or in Section 5.2 hereof, a Participant (or, in the event of the
           Participant's death, his Beneficiary) shall receive (or begin to
           receive) payment of the amount standing to the Participant's Account
           as of the Revaluation Date or Dates next following the time or times
           elected in the Participant's Deferred Bonus Agreement or Agreements
           and shall receive such payment or payments in the form or forms
           elected in such Agreement or Agreements. If, however, a Participant
           terminates his employment with the Employer for any reason other than
           Retirement, the Plan Administrator, in its discretion, may direct
           that, rather than payment pursuant to the preceding sentence, a
           single payment shall be made of the amount standing to the
           Participant's Account as of any earlier Revaluation Date.

                  5.2  Hardship Withdrawals.  In the event of Financial
           Hardship, a Participant may request a distribution of all or a
           portion of the amount standing to his Account.  The
           determination of whether a Participant has incurred a
           Financial Hardship shall be made by the Plan Administrator.
           The Participant shall determine against which Deferred Bonus





                                       - 6 -


           or Bonuses (and Deemed Earnings thereon) a withdrawal pursuant to
           this Section 5.2 shall be charged.

                  5.3 Payment. The payment to a Participant with respect to a
           Deferred Bonus (and Deemed Earnings thereon) shall be made in cash by
           the Participant's last Employer in the year with respect to which the
           Bonus deferred was payable; provided, however, that (a) if such
           Employer is owned directly or indirectly by a bank, the payment shall
           be made by such bank and (b) payment from a Participant's First
           Empire Stock Deemed Investment Account shall be made in First Empire
           Common Stock (except to the extent that payment in First Empire
           Common Stock would result in a fractional share, in which case the
           amount that would constitute a fractional share shall be paid in
           cash, based on the closing price of a share of First Empire Common
           Stock on the American Stock Exchange, or such other principal
           securities exchange on which the shares of Common Stock are traded if
           such shares are no longer traded on the American Stock Exchange, on
           the Revaluation Date immediately preceding the date of payment).
           Payments of a Participant Account which (x) is not being paid in a
           single payment and (y) contains a First Empire Stock Deemed
           Investment Account as well as other amounts in the Account, shall be
           made in both cash and First Empire Common Stock pro rata in
           accordance with the values of the Participant's First Empire Stock
           Deemed Investment Account and the balance of the Participant's
           Account.

                  5.4 Tax Withholding. The Plan Administrator may make such
           provisions and take such steps as it may deem necessary or
           appropriate for the withholding by the Employers of all Federal,
           state, local or other taxes required by law to be withheld with
           respect to deferrals and payments under this Plan, including, without
           limitation, in the discretion of the Plan Administrator, (a)
           requiring the Participant (or Beneficiary, as the case may be) to
           pay, or provide for payment of, the amount of any such taxes, (b)
           deducting any such taxes from any amount otherwise payable to the
           Participant or Beneficiary in cash, including amounts payable under
           this Plan, or (c) reducing the number of shares of First Empire
           Common Stock otherwise payable under this Plan by an amount (based on
           the closing price of such shares on the Revaluation Date immediately
           preceding the date the shares would otherwise have been paid) equal
           to the amount of any such taxes.





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                                   ARTICLE VI

                                  BENEFICIARIES

                  Each Participant may designate from time to time any person or
           persons, natural or otherwise, as his Beneficiary or Beneficiaries to
           whom benefits under Section 5.1 are to be paid in the event of his
           death. Each Beneficiary designation shall be made either in the
           Deferred Bonus Agreement or on a form provided by the Plan
           Administrator and shall be effective only when filed with the Plan
           Administrator during the Participant's lifetime. Each Beneficiary
           designation filed with the Plan Administrator shall revoke all
           Beneficiary designations previously made by the Participant. The
           revocation of a Beneficiary designation shall not require the consent
           of any designated Beneficiary. Payment to a Beneficiary shall be made
           in the form or forms elected in the Participant's Deferred Bonus
           Agreement or Agreements, provided that such payment shall be made in
           a single payment if a request for such a single payment is made by
           the Beneficiary and approved by the Plan Administrator.


                                   ARTICLE VII

                                 ADMINISTRATION

                  7.1 General. The Plan Administrator shall be charged with the
           administration of this Plan. The Plan Administrator shall have all
           such powers as may be necessary to discharge its duties relative to
           the administration of this Plan, including by way of illustration and
           not limitation, discretionary authority to interpret and construe
           this Plan, to decide any dispute arising hereunder, to determine the
           right of any individual with respect to participation herein, to
           determine the right of any Participant with respect to benefits
           payable under this Plan and to adopt, alter and repeal such
           administrative rules, regulations and practices governing the
           operation of this Plan as it, in its sole discretion, may from time
           to time deem advisable. The Plan Administrator shall not be liable to
           any person for any action taken or omitted in connection with the
           interpretation and administration of this Plan unless attributable to
           willful misconduct or lack of good faith. The Plan Administrator
           shall be entitled to rely conclusively upon all tables, valuations,
           certificates, opinions and reports furnished by any actuary,
           accountant, controller, counsel or other person employed or engaged
           by the Plan Administrator or an Employer with respect to this Plan.
           The Plan Administrator, if an individual, or the members thereof if
           the Plan Administrator





                                       - 8 -


           is a Committee, shall not participate in any action or determination
           regarding solely his or their own benefits payable hereunder. Except
           as provided in Section 7.3 hereof, decisions of the Plan
           Administrator made in good faith shall be final, conclusive and
           binding upon all parties.

                  7.2 Claims Procedure. Whenever the Plan Administrator denies,
           in whole or in part, a claim for benefits filed by any person
           (hereinafter referred to as a "Claimant"), the Plan Administrator
           shall transmit a written notice setting forth, in a manner calculated
           to be understood by the Claimant, a statement of the specific reasons
           for the denial of the claim, references to the specific provisions of
           this Plan on which the denial is based, a description of any
           additional needed material or information and why such material or
           information is necessary, and an explanation of the claims review
           procedure as set forth herein. In addition, the written notice shall
           contain the date on which the notice was sent and a statement
           advising the Claimant that, within 90 days of the date on which such
           notice is received, he may obtain review of the Plan Administrator's
           decision.

                  7.3 Review Procedure. Within 90 days of the date on which the
           notice of denial of claim is received by the Claimant, the Claimant
           or his authorized representative may request that the claim denial be
           reviewed by filing with the Plan Administrator a written request
           therefor, which request shall contain the following information:

                       (a)  the date on which the notice of denial of
           claim was received by the Claimant;

                       (b) the date on which the Claimant's request was filed
           with the Plan Administrator; provided, however, that the date on
           which the Claimant's request for review was in fact filed with the
           Plan Administrator shall control in the event that the date of the
           actual filing is later than the date stated by the Claimant pursuant
           to this clause (b);

                       (c)  the specific portions of the denial of his
           claim which the Claimant requests the Plan Administrator to
           review;

                       (d) a statement by the Claimant setting forth the basis
           upon which he believes the Plan Administrator should reverse its
           previous denial of his claim for benefits and accept his claim as
           made; and





                                       - 9 -


                       (e) any written material (included as exhibits) which the
           Claimant desires the Plan Administrator to examine in its
           consideration of his position as stated pursuant to clause (d).

                  Within 60 days of the date determined pursuant to clause (b)
           (or, if special circumstances require an extension of time, within
           120 days of such date), the Plan Administrator shall conduct a full
           and fair review of the decision denying the Claimant's claim for
           benefits and shall deliver, to the Claimant in writing, its decision.
           Such written decision shall set forth, in a manner calculated to be
           understood by the Claimant, a statement of the specific reasons for
           the decision, including references to the specific provisions of this
           Plan which were relied upon. The decision will be final and binding
           on all persons concerned.


                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

                  8.1 Power to Amend or Terminate. First Empire State
           Corporation expects to continue this Plan indefinitely, but reserves
           the right to amend or terminate this Plan at any time, if, in its
           sole judgment, such amendment or termination is necessary or
           desirable. Any such amendment or termination shall be made in writing
           by the Board or its designee, if applicable, and shall be effective
           as of the date specified in such document. No amendment or
           termination of this Plan shall directly or indirectly deprive any
           Participant or Beneficiary of all or any portion of the amounts
           previously credited to the Participant's Account. In the event of a
           termination of this Plan, First Empire State Corporation (or any
           transferee, purchaser or successor entity) may elect, in its
           discretion, either to have the Employers make a single payment, at
           the time of such termination, of the Account balances on such date to
           Participants and Beneficiaries or to have the Employers make payments
           to such individuals at such time or times as provided under the terms
           of this Plan.

                  8.2 Successor. This Plan shall not be automatically terminated
           by a transfer or sale of an Employer or by the merger or
           consolidation of an Employer into or with any other corporation or
           other entity, but it shall be continued with respect to such Employer
           or its successor after such sale, merger or consolidation only if and
           to the extent that the transferee, purchaser or successor entity
           agrees to continue this Plan. In the event this Plan is not continued
           with respect to such Employer or its successor by the transferee,
           purchaser or successor entity, then it shall terminate with





                                       - 10 -


           respect to such Employer or its successor subject to the
           provisions of Section 8.1 hereof.


                                   ARTICLE IX
                                  MISCELLANEOUS

                  9.1 No Effect on Employment Rights. Nothing contained herein
           will confer upon any Participant the right to be retained in the
           service of an Employer nor limit the right of an Employer to
           discharge or otherwise deal with Participants without regard to the
           existence of this Plan.

                  9.2 Plan Unfunded. Notwithstanding any provision herein to the
           contrary, the benefits offered hereunder shall constitute nothing
           more than unfunded, unsecured promises by each Employer to pay the
           amounts that such Employer is obligated to pay under this Plan. No
           provision shall at any time be made with respect to segregating any
           assets of any Employer for payment of any amounts hereunder. No
           Participant, Beneficiary or any other person shall have any interest
           in any particular assets of the Employers by reason of the right to
           receive a benefit under this Plan, and any such Participant,
           Beneficiary or other person shall have only the rights of a general
           unsecured creditor of the Employer obligated to make payments to the
           Participant under this Plan. Nothing contained in this Plan shall
           constitute a guaranty by the Employers or any other entity or person
           that the assets of any Employer will be sufficient to pay any amount
           hereunder. All expenses and fees incurred in the administration of
           this Plan shall be paid by the Employers.

                  9.3 Binding on Employers, Employees and Their Successors. This
           Plan shall be binding upon and inure to the benefit of the Employers,
           their successors and assigns and each Participant and his heirs,
           executors, administrators and legal representatives. In the event of
           the merger or consolidation of an Employer with or into any other
           corporation, or in the event substantially all of the assets of an
           Employer shall be transferred to another corporation, the successor
           corporation resulting from the merger or consolidation, or the
           transferee of such assets, as the case may be, shall, as a condition
           to the consummation of the merger, consolidation or sale, assume the
           obligations of such Employer hereunder as of the date of such merger,
           consolidation or transfer and shall be substituted for such Employer
           hereunder.

                  9.4  Spendthrift Provisions.  No amount payable under
           this Plan shall be subject in any manner to anticipation,
           alienation, sale, transfer, assignment, pledge, encumbrance or





                                       - 11 -


           charge prior to actual receipt thereof by the payee; and any attempt
           so to anticipate, alienate, sell, transfer, assign, pledge, encumber
           or charge prior to such receipt shall be void; and the Employers
           shall not be liable in any manner for or subject to the debts,
           contracts, liabilities, torts or engagements of any person entitled
           to any benefit under this Plan.

                  9.5 Disclosure. Each Participant shall receive a copy of this
           Plan, and the Plan Administrator will make available for inspection
           by any Participant a copy of the rules and regulations used by the
           Plan Administrator in administering this Plan.

                  9.6  State Law.  This Plan is established under and
           will be construed according to the laws of the State of New
           York to the extent that such laws are not preempted by ERISA.

                  9.7 Incapacity of Recipient. In the event a Participant or
           Beneficiary is declared incompetent and a guardian, conservator or
           other person legally charged with the care of his person or of his
           estate is appointed, any amounts to which such Participant or
           Beneficiary is entitled under this Plan shall be paid to such
           guardian, conservator or other person legally charged with the care
           of his person or his estate. Except as provided herein, when the Plan
           Administrator, in its sole discretion, determines that a Participant
           or Beneficiary is unable to manage his financial affairs, the Plan
           Administrator may direct the Employer, or Employers responsible for
           payment to make payments to any person for the benefit of such
           Participant or Beneficiary.

                  9.8 Unclaimed Benefit. Each Participant shall keep the Plan
           Administrator informed of his current address. The Plan Administrator
           shall not be obligated to search for the whereabouts of any person.
           If the location of a Participant is not made known to the Plan
           Administrator within three years after the date on which any payment
           of the Participant's benefit hereunder may be made, payment may be
           made as though the Participant had died at the end of the three-year
           period. If, within one additional year after such three-year period
           has elapsed, or, within three years after the actual death of a
           Participant, whichever occurs first, the Plan Administrator is unable
           to locate the Beneficiary of the Participant, the Participant and his
           Beneficiary shall forfeit all rights to any payments under this Plan.

                  9.9  Elections, Applications, Notices.  Every
           direction, revocation or notice authorized or required
           hereunder shall be deemed delivered to the Employers or the
           Plan Administrator as the case may be:  (a) on the date it is





                                       - 12 -


           personally delivered to the Plan Administrator (with a copy to the
           Bank's General Counsel) at the Bank's executive offices at Buffalo,
           New York or (b) three business days after it is sent by registered or
           certified mail, postage prepaid, addressed to the Plan Administrator
           (with a copy to the Bank's General Counsel) at the offices indicated
           above, and shall be deemed delivered to a Participant or Beneficiary:
           (a) on the date it is personally delivered to such individual, or (b)
           three business days after it is sent by registered or certified mail,
           postage prepaid, addressed to such individual at the last address
           shown for him on the records of the Employers. Any notice required
           hereunder may be waived by the person entitled thereto.

                  9.10 Severability. In the event any provision of this Plan
           shall be held illegal or invalid for any reason, such illegality or
           invalidity shall not affect the remaining provisions of this Plan.
           This Plan shall be construed and enforced as if such illegal or
           invalid provision had never been contained herein.

                  9.11 Headings. The headings of Sections of this Plan are for
           convenience of reference only and shall have no substantive effect on
           the provisions of this Plan.




                                                                      Exhibit 5
                                         December 23, 1997




First Empire State Corporation
One M&T Plaza
Buffalo, New York  14240

Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-8
("Registration Statement") of First Empire State Corporation (the "Corporation")
related to the registration of 15,000 shares of the Corporation's common stock,
par value $5.00 per share ("Common Stock"), and the Deferred Compensation
Obligations which are to be offered or sold pursuant to the First Empire State
Corporation Deferred Bonus Plan (the "Plan").

         I have been requested to furnish an opinion to be included as Exhibit 5
to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined such corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.

         Based upon such examination and investigation, and upon the assumption
that there will be no material changes in the documents examined and matters
investigated, I am of the opinion that:

         (i) the 15,000 shares of Common Stock referred to above have been duly
         authorized by the Corporation and that, when issued in accordance with
         the terms of the Plan, will be legally issued, fully paid and
         nonassessable; and

         (ii) the Deferred Compensation Obligations, when issued by the
         Corporation in the manner provided pursuant to the Plan, will be valid
         and binding obligations of the Corporation, enforceable against the
         Corporation in accordance with the terms of the Plan, subject, as to
         enforcement, (x) to bankruptcy, insolvency, reorganization,
         readjustment of debt, arrangement, moratorium, fraudulent conveyance
         and other laws of general applicability relating to or affecting
         creditor's rights generally, and (y) to general principles of equity,
         whether such enforcement is considered in a proceeding at equity or
         law.






         I consent to the filing of this opinion as Exhibit 5 to the
         Registration Statement.

                                         Very truly yours,


                                         /s/ Richard A. Lammert
                                        -----------------------------------
                                        Richard A. Lammert, Esq.
                                        Senior Vice President and
                                        General Counsel

                                                                    Exhibit 23.1




                          CONSENT OF INDEPENDENT ACCOUNTANTS
                          ----------------------------------


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 relating to the First Empire State Corporation's  Deferred
Bonus Plan of our report dated January 9, 1997 appearing on page 54 of the First
Empire State Corporation  Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the reference to us under the heading  "Experts" in
such Registration Statement.


/s/ PRICE WATERHOUSE LLP

Buffalo, New York
December 22, 1997


                                                                     Exhibit 24




                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997



                                             /s/ Robert G. Wilmers
                                             -------------------------------
                                             Robert G. Wilmers






                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997



                                              /s/ Brent D. Baird
                                             -------------------------------
                                             Brent D. Baird






                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997






                                             /s/ C. Angela Bontempo
                                             -------------------------------
                                             C. Angela Bontempo






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997





                                               /s/ Patrick J. Callan
                                              -------------------------------
                                              Patrick J. Callan






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997



                                             /s/ Michael R. Spychola
                                             -------------------------------
                                             Michael R. Spychola






                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997



                                             /s/ Lambros J. Lambros
                                             -------------------------------
                                             Lambros J. Lambros






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Raymond D. Stevens, Jr.
                                             -------------------------------
                                             Raymond D. Stevens, Jr.






                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Herbert L. Washington
                                             -------------------------------
                                             Herbert L. Washington






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ John H. Benisch
                                             -------------------------------
                                             John H. Benisch






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Robert T. Brady
                                             -------------------------------
                                             Robert T. Brady






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Richard E. Garman
                                             -------------------------------
                                             Richard E. Garman




                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ James V. Glynn
                                             -------------------------------
                                             James V. Glynn






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Roy M. Goodman
                                             -------------------------------
                                             Roy M. Goodman






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Patrick W.E. Hodgson
                                             -------------------------------
                                             Patrick W.E. Hodgson






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Samuel T. Hubbard, Jr.
                                             -------------------------------
                                             Samuel T. Hubbard, Jr.






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Wilfred J. Larson
                                             -------------------------------
                                             Wilfred J. Larson






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                             /s/ Jorge G. Pereira
                                             -------------------------------
                                             Jorge G. Pereira






                                POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  director and/or
officer of First Empire State  Corporation,  a corporation  organized  under the
laws of the State of New  York,  (the  "Corporation"),  hereby  constitutes  and
appoints  Richard A. Lammert,  Timothy G. McEvoy,  Catherine C. McCoy and Steven
Kaplan,  and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and  resubstitution,  for him or her and on his or her  behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any and all amendments (including  post-effective  amendments) thereto, with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,  relating to the  registration  under the  Securities  Act of 1933,  as
amended, of shares of the Corporation's  common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such  plan,  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in order to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do if  personally  present,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  undersigned  director  and/or  officer  has
hereunto set his or her hand as of the date specified.



Dated:   December 19, 1997




                                              /s/ John L. Wehle, Jr.
                                             -------------------------------
                                              John L. Wehle, Jr.