<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CORESTATES FINANCIAL CORP
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
CoreStates Financial Corp
PO Box 7618
Philadelphia PA 19101-7618
215 973 3546
TERRENCE A. LARSEN
Chairman and
Chief Executive Officer
[LOGO OF CORESTATES APPEARS HERE]
March 15, 1995
Dear Shareholder:
CoreStates' Annual Meeting of Shareholders will be held on Tuesday, April
18, at 8:30 a.m. in the Grand Ballroom at the Hotel Atop the Bellevue,
1415 Chancellor Court, Broad and Walnut Streets, Philadelphia. You are
invited to attend.
We are pleased to report another year of very strong operating earnings.
We are also engaged in a far-reaching project to strengthen our ability to
compete in the future, and will be giving you a progress report during the
spring.
It is important that your shares be represented at the Annual Meeting
whether or not you are able to attend personally. I urge you to sign and
date the enclosed proxy card and return it in the enclosed envelope as
soon as possible.
Thank you very much for your continued interest and support.
Sincerely,
/s/ TERRENCE A. LARSEN
<PAGE>
[LOGO OF CORESTATES FINANCIAL CORP APPEARS HERE]
PO Box 7618
Philadelphia, PA 19101-7618
March 15, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 18, 1995
Notice is hereby given that the Annual Meeting of Shareholders of CoreStates
Financial Corp ("CoreStates") will be held in the Grand Ballroom at the Hotel
Atop the Bellevue, 1415 Chancellor Court, Broad and Walnut Streets,
Philadelphia, Pennsylvania, at 8:30 A.M. Philadelphia time, on Tuesday,
April 18, 1995 for the following purposes:
1. To elect six directors;
2. To approve an Incentive Compensation Plan for Designated Executives;
3. To ratify the selection of Ernst & Young LLP as CoreStates'
independent auditors for the fiscal year ending December 31, 1995;
and
4. To transact such other business as may properly come before the
meeting.
Only those shareholders of record at the close of business on March 7, 1995
shall be entitled to vote at the meeting.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING ON APRIL 18,
1995, PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE. THIS WILL NOT LIMIT YOUR RIGHT TO VOTE IN PERSON IF YOU WISH
TO DO SO AT THE MEETING.
By order of the Board of Directors
/s/ Migdalia R. O'Leary
Migdalia R. O'Leary
Secretary
<PAGE>
[LOGO OF CORESTATES FINANCIAL CORP APPEARS HERE]
PO Box 7618
Philadelphia, PA 19101-7618
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CoreStates Financial Corp ("CoreStates")
for use at the Annual Meeting of Shareholders to be held on April 18, 1995 and
at any adjournments thereof. A form of proxy for holders of common stock of
CoreStates ("CoreStates Common Stock") is being furnished for use at the
meeting. The proxy statement and the form of proxy are being mailed on March
15, 1995, or as soon thereafter as possible, to all shareholders entitled to
vote at the meeting. Execution of the accompanying proxy will not affect a
shareholder's right to attend the meeting and vote in person. Any shareholder
executing a proxy has the right to revoke it by delivering notice of revocation
or a duly executed proxy bearing a later date to the Secretary of CoreStates at
any time before the proxy is voted. Where a proxy is duly executed and returned
but without direction as to the vote on one or more particular matters, the
proxy will be voted in favor of the matters as recommended by the Board of
Directors. If a shareholder either records the fact of abstention or fails to
vote in person or by proxy, such action is not considered a "vote cast" under
the Pennsylvania Business Corporation Law.
Pursuant to the Bylaws of CoreStates, the Board of Directors has fixed the
close of business on March 7, 1995 as the time for determining shareholders of
record entitled to notice of, and to vote at, the Annual Meeting. Each share of
CoreStates Common Stock will entitle the holder thereof to one vote on all
matters which may properly come before the meeting. As of March 7, 1995, there
were issued and outstanding 144,442,476 shares of CoreStates Common Stock.
If a shareholder is a participant in the CoreStates' Dividend Reinvestment
and Share Purchase Plan, the proxy card sent to such shareholder will represent
both the number of shares registered in the shareholder's name and the number
of shares credited to the shareholder's Dividend Reinvestment and Share
Purchase Plan account, and all such shares will be voted in accordance with the
instructions on the proxy card.
ELECTION OF DIRECTORS
(ITEM 1)
The Board of Directors of CoreStates, pursuant to the Articles of
Incorporation, has determined that effective April 18, 1995 the number of
directors of CoreStates shall be eighteen (18). The Articles of Incorporation
of CoreStates provide that the directors of CoreStates shall be divided into
three classes, as nearly equal in number as possible, with such classes of
directors serving staggered three-year terms of office. Accordingly, at each
annual meeting of shareholders, a class consisting of approximately one-third
of CoreStates' directors will be elected to hold office for a term expiring at
the annual meeting of shareholders held in the third year following the year of
their election and until their successors have been duly elected and qualified.
Six nominees, as set forth below, are to be elected at this Annual Meeting to
hold office until the 1998 Annual Meeting and until their successors are
elected and qualified. The remaining 12 directors will continue to serve as set
forth below. Each nominee is presently a director of CoreStates.
Robert H. Campbell resigned as a director of CoreStates during 1994. George
V. Lynett, Esq. became a director in 1994 in connection with the merger of
Independence Bancorp, Inc., where he had been a director since 1987.
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In the absence of instructions to the contrary, shares of CoreStates Common
Stock represented by properly executed proxies will be voted for the six
nominees listed below, all of whom have consented to be named and to serve if
elected. CoreStates does not presently know of anything that would preclude
any nominee from serving. Should any nominee for any reason become unable or
unwilling to serve as director, the number of nominees to be elected will be
reduced accordingly. The nominees are to be elected by at least a majority of
the votes cast at the annual meeting.
Set forth below opposite their pictures are the names and ages of the
nominees and continuing directors, their principal occupations and the year
each individual began continuous service as a director of CoreStates or one of
its predecessors. Each nominee and continuing director has held the position
or former position shown or other executive positions with the same or an
affiliated or predecessor entity for at least the past five years, except as
otherwise indicated. Also shown with respect to each nominee and continuing
director are directorships held in companies (other than CoreStates) which are
required to file reports with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") or which are registered
under the Investment Company Act of 1940 and certain other business or
insurance companies. In addition, set forth opposite the name of each nominee
and continuing director is the number of shares of CoreStates Common Stock
("Shares") beneficially owned as of January 31, 1995. Except as otherwise
indicated in the Notes to Nominee and Continuing Director Information, the
persons named possess sole voting and investment power with respect to the
Shares shown opposite their names. No nominee or continuing director owns 1%
or more of the outstanding Shares.
NOMINEES FOR DIRECTORS--TERM EXPIRES 1998
George A. Butler, 66, Director since 1990. 11,152 Shares
[PHOTO OF Retired; formerly President of CoreStates and CoreStates
GEORGE A. BUTLER Bank, N.A.; prior to March 1990, Chairman and Chief
APPEARS HERE] Executive Officer of First Pennsylvania Corporation and
First Pennsylvania Bank; Director of Betz Laboratories,
Inc., General Accident Insurance Company, Peirce Phelps,
Inc., and Thomas Jefferson University.
Carlton E. Hughes, 63, Director since 1978. 10,012 Shares/(1)/
[PHOTO OF Chairman and Director of Stewart-Amos Steel, Inc.
CARLTON E. HUGHES (structural steel fabrication); former President,
APPEARS HERE] Treasurer and Director of Stewart-Amos Equipment Co.;
Director of Irex Corporation and Arnold Industries, Inc.
Ernest E. Jones, 50, Director since 1992. 533 Shares
[PHOTO OF Executive Director of Greater Philadelphia Urban Affairs
ERNEST E. JONES Coalition.
APPEARS HERE]
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Herbert Lotman, 61, Director since 1990. 79,301 Shares/(2)/
[PHOTO OF Chairman and Chief Executive Officer of Keystone Foods
HERBERT LOTMAN Corporation (food manufacturing and distribution);
APPEARS HERE] Director of Getty Petroleum Corporation and PCI Services,
Inc.
George V. Lynett, 51, Nominee for Director for the first
time. 21,153 Shares/(3)/
[PHOTO OF Publisher, The Scranton Times (newspaper company);
GOERGE V. LYNETT Secretary/Treasurer, Shamrock Communications, Inc.;
APPEARS HERE] President, Towanda Daily Review; and Vice President,
Wyoming County Press, Inc.
Seymour S. Preston, III, 61, Director since 1978. 16,400 Shares
[PHOTO OF Chairman and Chief Executive Officer of AAC Engineered
SEYMOUR S. PRESTON Systems, Inc. (manufacturer of equipment to deburr and
APPEARS HERE] finish metal parts); Retired President and Chief
Executive Officer of Elf Atochem North America, Inc.
(manufacturer of industrial, intermediate and specialty
chemicals, and commodity and engineering plastics);
Director of Scott Specialty Gases, Inc. (manufacturer and
marketer of specialty gases); Director of ADCO
Technologies, Inc. (manufacturer of adhesives and
sealants for the automotive and construction industries).
CONTINUING DIRECTORS--TERM EXPIRES 1996
Shirley A. Jackson, 48, Director since 1993. 674 Shares
[PHOTO OF Professor, Department of Physics and Astronomy at Rutgers
SHIRLEY A. JACKSON University and Theoretical Physicist (Semiconductor
APPEARS HERE] Theory) at AT&T Bell Laboratories. Prior to September
1991, Theoretical Physicist, Solid State and Quantum
Physics Research, AT&T Bell Laboratories; Director of
Public Service Enterprise Group, Sealed Air Corporation
and New Jersey Resources Corporation.
Terrence A. Larsen, 48, Director since 1986. 686,460
Shares(/4/)
[PHOTO OF Chairman and Chief Executive Officer of CoreStates;
TERRENCE A. LARSEN Chairman of CoreStates Bank, N.A.; prior to August 1994,
APPEARS HERE] Chairman, President, and Chief Executive Officer of
CoreStates, and CoreStates Bank, N.A.
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Patricia A. McFate, 62, Director since 1976. 4,400 Shares
[PHOTO OF Senior Scientist and Program Director, Center for
PATRICIA A. MCFATE National Security Negotiations of Science Applications
APPEARS HERE] International Corporation (a systems engineering
company); Senior Scientist of System Planning Corporation
from October 1988 to July 1989; prior to October 1988,
President and Trustee of The American-Scandinavian
Foundation.
Marlin Miller, Jr., 62, Director since 1988. 17,024
Shares(/5/)
President, Chief Executive Officer, and Director of Arrow
[PHOTO OF International, Inc. (a manufacturer of medical products);
MARLIN MILLER Director of Carpenter Technology Corp.
APPEARS HERE]
Raymond W. Smith, 57, Director since 1984. 3,992 Shares/(6)/
[PHOTO OF Chairman, Chief Executive Officer and Director of Bell
RAYMOND W. SMITH Atlantic Corporation (telecommunications and services
APPEARS HERE] corporation); and Director of USAir (commercial
aviation).
Harold A. Sorgenti, 60, Director since 1981. 8,263 Shares/(7)/
[PHOTO OF Chairman of Freedom Chemical Company (manufacturer of
HAROLD A. SORGENTI specialty chemicals); Partner, The Freedom Group
APPEARS HERE] Partnership (chemical industry mergers and acquisitions);
prior to 1991, Vice Chairman and Director of ARCO
Chemical Company; Director of Provident Mutual Life
Insurance Company of Philadelphia and Crown Cork and
Seal, Inc.
CONTINUING DIRECTORS--TERM EXPIRES 1997
Nelson G. Harris, 68, Director since 1990. 9,696 Shares
[PHOTO OF Retired Chairman of Tasty Banking Company; Chairman of
NELSON G. HARRIS the Executive Committee and Director of Tasty Baking
APPEARS HERE] Company (principally a manufacturer of bakery products);
Director of American Water Works, Inc., PECO Energy
Company, Peirce Phelps, Inc., Penn Fishing Tackle Mfg.
Co., and PrimeSource Corporation.
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John A. Miller, 67, Director since 1977. 7,868 Shares
[PHOTO OF Retired Chairman of Provident Mutual Life Insurance
JOHN A. MILLER Company of Philadelphia; Chairman of the Executive
APPEARS HERE] Committee and Director of Provident Mutual Life Insurance
Company of Philadelphia; Director of Betz Laboratories,
Inc.; Chairman of the Board of Guaranty Reassurance
Corp., Jacksonville, FL.
Stephanie W. Naidoff, 53, Director since 1994. 1,932 Shares
[PHOTO OF Of Counsel, Morgan, Lewis & Bockius (law firm); formerly
STEPHANIE W. Vice President and General Counsel of Thomas Jefferson
NAIDOFF APPEARS University (Philadelphia).
HERE]
James M. Seabrook, 61, Director since 1994. 6,856 Shares/(8)/
[PHOTO OF Chairman and Chief Executive Officer of Seabrook Brothers
JAMES M. SEABROOK & Sons, Inc. (frozen food processor); Director of Bell
APPEARS HERE] Atlantic New Jersey, New Jersey Manufacturers Insurance
Company, and New Jersey Re-Insurance Company.
J. Lawrence Shane, 60, Director since 1978. 5,202 Shares
[PHOTO OF Retired; Formerly Vice Chairman and Director of Scott
J. LAWRENCE SHANE Paper Company (manufacturer of consumer and industrial
APPEARS HERE] paper products); Director of 1838 Bond-Debenture Trading
Fund.
Peter S. Strawbridge, 56, Director since 1979. 1,743 Shares
[PHOTO OF President and Director of Strawbridge & Clothier
PETER S. STRAWBRIDGE (regional merchandising corporation).
APPEARS HERE]
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Notes to Nominee and Continuing Director Information
(1) 696 of the Shares reported as beneficially owned by Mr. Hughes are held in
an irrevocable trust, of which his wife is trustee, for the benefit of
their grandchildren. Mr. Hughes disclaims beneficial ownership of such
Shares.
(2) 39,429 of the Shares reported as beneficially owned by Mr. Lotman are
owned by his wife. Mr. Lotman disclaims beneficial ownership of such
Shares.
(3) 187 of the Shares reported as beneficially owned by Mr. Lynett are owned by
his wife. 7,702 of the Shares reported as beneficially owned are registered
in the name of his children, as to which Mr. Lynett disclaims beneficial
ownership. 1,876 of the Shares reported as beneficially owned are in the
name of the Estate of Elizabeth R. Lynett, Deceased.
(4) This includes 583,482 Shares which Mr. Larsen has the right to acquire
immediately pursuant to presently exercisable stock options. Of the Shares
reported as beneficially owned by Mr. Larsen, 3,646 are registered in the
name of his son, 1,525 are registered in the name of his daughter, 2,180
are registered in Mr. Larsen's name as custodian for his daughter; as to
all such Shares, Mr. Larsen disclaims beneficial ownership. 65,318 of the
Shares registered as beneficially owned by Mr. Larsen are registered in the
joint names of Mr. Larsen and his wife.
(5) 1,600 of the Shares reported as owned by Mr. M. Miller are owned by his
wife. Mr. Miller disclaims beneficial ownership of such Shares.
(6) 800 of the Shares reported as beneficially owned by Mr. Smith are held in
a charitable trust, of which Mr. Smith and his wife are co-trustees.
(7) 1,615 of the Shares reported as beneficially owned by Mr. Sorgenti are
owned by his wife.
(8) 2,000 of the Shares reported as beneficially owned by Mr. Seabrook are
registered in the name of his daughter. Mr. Seabrook disclaims beneficial
ownership of such Shares.
The Board of Directors recommends a vote FOR the election of all nominees.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Information concerning the beneficial ownership of CoreStates Common Stock by
directors is set forth above opposite the name of each director and in the
Notes to Nominee and Continuing Director Information.
The following table shows at January 31, 1995 the number of shares of
CoreStates Common Stock beneficially owned, including shares which may be
purchased through unexercised options, by the executive officers of the
CoreStates named in the Summary Compensation Table on Page 15 except in respect
to Mr. Larsen whose share ownership is reported above in the information
concerning directors:
Rosemarie B. Greco 174,322 Shares
Charles L. Coltman, III 238,795 Shares
David C. Carney 171,106 Shares
Charles P. Connolly, Jr. 121,259 Shares
Robert N. Gilmore 144,595 Shares
Frank E. Reed 174,583 Shares
At January 31, 1995, the directors and officers of the CoreStates as a group
beneficially owned 3,392,813 shares of CoreStates Common Stock which represents
approximately 2.3% of all outstanding shares. No director or officer
beneficially owned more than 1% of the outstanding shares.
Included in the share amounts shown are 3,509 shares held for Mr. Coltman,
7,031 shares held for Mr. Reed and 81,001 shares held for the officers as a
group by CoreStates Bank, N.A., as trustee under the CoreStates Savings Plan.
Also included are options to acquire shares (exercisable immediately or within
60 days after January 31, 1995) held by: Ms. Greco--120,072; Mr. Coltman--
151,127; Mr. Carney--166,106;
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Mr. Connolly--93,679; Mr. Gilmore--120,878; Mr. Reed--120,776 and the officers
of CoreStates as a group--2,008,484. The named individuals have sole voting and
investment powers with respect to the shares owned except that 2,352 of the
shares reported as beneficially owned by Mr. Reed are owned by his wife. Mr.
Reed disclaims beneficial ownership of such shares.
The following table sets forth information as of February 15, 1995 regarding
the only persons which to CoreStates' knowledge are the beneficial owners of
more than 5% of CoreStates Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP COMMON STOCK
------------------- ----------------- ------------
<S> <C> <C>
Wellington Management Company.................. 7,829,840 Shares(1) 5.56%
75 State Street
Boston, MA 02109
</TABLE>
- - --------
(1) Wellington Management Company has reported that it is deemed the owner of
the above Shares in its capacity as investment advisor to a variety of
investment advisory clients.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires CoreStates' officers and
directors, and persons who own more than ten percent of a registered class of
CoreStates' equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish CoreStates with copies of all Section 16(a) forms they
file. There are no ten percent shareholders of CoreStates' equity securities.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, CoreStates believes that, during the period January
1, 1994 through December 31, 1994, all filing requirements applicable to its
officers and directors were complied with, except that one report covering one
transaction was filed late on behalf of Mr. Lotman due to a clerical error.
DIRECTORS' MEETINGS, COMMITTEES AND COMPENSATION
In 1994, nine meetings of the Board of Directors of CoreStates were held.
Each incumbent director who served as a director of CoreStates during 1994
attended more than 75% of the aggregate number of meetings of the Board of
Directors of CoreStates and of the Committees of the Board on which each such
director served. The Board of Directors of CoreStates has certain standing
committees including an Audit Committee, a Human Resources Committee and a
Nominating Committee, the membership and functions of each of which are
described below.
The Audit Committee presently consists of Drs. Jackson and McFate and Messrs.
Hughes, M. Miller, Preston (Chairman) and Shane. During 1994, the Audit
Committee held four meetings. The functions of the Audit Committee include:
review and examination of detailed reports of the internal auditors for
CoreStates including reports on the fiduciary activities of banking
subsidiaries; periodic meetings with the internal auditors and credit review
personnel; review of reports of regulatory agencies having jurisdiction over
CoreStates and certain banking and other subsidiaries; evaluation of internal
accounting controls for CoreStates and for the management of the fiduciary
activities of banking subsidiaries; recommending engagement and continuation of
engagement of independent auditors; and meetings with, and receiving and
considering recommendations of, independent auditors for CoreStates.
The Human Resources Committee presently consists of Messrs. Lotman, M.
Miller, Preston, Smith (Chairman) and Strawbridge. During 1994, the Human
Resources Committee held six meetings. The functions of the Human Resources
Committee are to: evaluate the performance of the Chief Executive Officer of
CoreStates and report its assessment to the full Board of Directors; review,
approve and recommend to
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the full Board changes in base compensation for senior officers of CoreStates
and its banking subsidiaries; review, approve and recommend to the full Board
material changes in CoreStates' benefit plans which significantly affect
CoreStates' liabilities or the benefits provided to participants; administer
the Incentive Compensation Plan for CoreStates Financial Corp and Participating
Subsidiaries and the Long-Term Incentive Plan; review annually the salary
budget with respect to CoreStates and its banking subsidiaries; review
CoreStates' management development plans; and review other compensation and
benefit plans of CoreStates and its subsidiaries.
The Nominating Committee presently consists of Messrs. Hughes (Chairman),
Jones, J. Miller, M. Miller and Dr. McFate. During 1994 the Nominating
Committee held three meetings. The functions of the Nominating Committee are to
make recommendations to the full Board of Directors with respect to: nominees
for election as director at the annual meeting of shareholders; nominees to
fill Board vacancies between annual shareholders' meetings; and the composition
of membership of the various standing committees of the Board of Directors of
CoreStates. The By-laws of CoreStates provide that a shareholder may nominate a
director at the annual meeting only if written notice of such shareholder's
intent is given by the shareholder and received by the Secretary of CoreStates
not less than forty-five days prior to the date fixed for the annual meeting.
The notice shall contain and be accompanied by (a) the name and residence of
such shareholder; (b) a representation that the shareholder is a holder of
CoreStates' voting stock and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) such
information regarding each nominee as would have been required to be included
in a proxy statement filed pursuant to Regulation 14A of the rules and
regulations established by the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (or pursuant to any successor act or
regulation) had proxies been solicited with respect to such nominee by the
management or Board of Directors of CoreStates; (d) a description of all
arrangements or understandings among the shareholder and each nominee and any
other person or persons (naming such persons or persons) pursuant to which such
nomination(s) are to be made by the shareholder; and (e) the consent of each
nominee to serve as director of CoreStates if so elected.
CoreStates' Board also has the following additional committees: Executive
Committee, Investment and Funding Committee, Urban Affairs Committee and Trust
Committee.
Directors' Compensation
Directors who are also officers of CoreStates or its subsidiaries do not
receive any fees for Board or Committee meetings. For service in 1994 as a
member of the Board of Directors of CoreStates, each director receiving fees
was paid $15,000 in a fixed sum, 200 shares of Common Stock of CoreStates
pursuant to the Stock Compensation Plan for Non-Employee Directors, and a fee
of $1,000 for attendance at each meeting of the Board of Directors of
CoreStates and, as applicable, each meeting of all committees of the Board of
Directors and certain meetings attended at the request of CoreStates. In
addition, a fixed sum of $8,000 was paid in 1994 to the Chairman of the Audit
Committee, and $1,000 to the Chairman of each other Committee of the Board of
Directors. Each member of the Audit Committee was paid an annual retainer of
$5,000 in addition to attendance fees.
Directors of CoreStates who are also directors of CoreStates Bank, N.A.
("CBNA"), received for services rendered to CBNA in 1994 an annual retainer of
$7,500 and a fee of $750 for attendance at each meeting of the Board of
Directors and, as applicable, each meeting of all Committees of the Board of
Directors. When there is a joint meeting of a CoreStates committee and a CBNA
committee, a single fee is applicable, (which is the higher of the two fees)
except for joint meetings of the Audit Committees. In addition, the sum of
$2,000 was paid in 1994 to the Chairman of the CBNA Audit Committee and $1,000
to the Chairman of each other Committee of the CBNA Board of Directors. These
fees were in addition to those fees described above paid for services to
CoreStates.
Directors of CoreStates who were also advisory directors of the CoreStates
Hamilton Bank region of CBNA ("Hamilton") received for services rendered to
Hamilton in 1994 a fixed sum of $5,000 for the year and a fee of $750 for
attendance at each meeting of the Advisory Board of Directors of Hamilton and,
as
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applicable, each meeting of all committees of the Advisory Board of Directors.
Directors of CoreStates who are also advisory directors of Hamilton also
received a fee of $125 for attendance at each meeting of the Hamilton Regional
Advisory Committees. These fees were in addition to those fees described above
paid for services to CoreStates.
The new Director of CoreStates, Mr. Lynett, who was also a member of the
Executive Advisory Boards of the former Independence Bancorp, Inc.
("Independence"), and the former Third National Bank and Trust Company of
Scranton ("Third of Scranton") received an annual retainer of $12,000 for
services rendered to Independence and an annual retainer of $13,500 for
services rendered to Third of Scranton. These fees were in addition to those
fees described above paid for services to CoreStates.
Directors of CoreStates who are also directors of New Jersey National
Corporation ("NJNC") and New Jersey National Bank ("NJNB") received for
services rendered to such entities in 1994 a fixed sum of $5,000 and a fee of
$750 for attendance at each concurrent meeting of the Boards of Directors of
NJNC and NJNB and, as applicable, each meeting or concurrent meeting of all
committees of the Boards of Directors. These fees were in addition to those
fees described above paid for services to CoreStates.
Under the Deferred Compensation Plan for Directors of CoreStates and CBNA
(the "Directors' Deferred Plan"), directors of CoreStates and CBNA may elect
prior to commencement of each term of service to defer payment of all or part
of their directors' compensation. Amounts deferred are payable, as elected by
the director, at the termination of the respective director's service to
CoreStates or CBNA, the reaching of age 65, death, or a specified date, such
payment to be made in a lump sum, in up to 10 annual installments or other
method. Amounts deferred are credited to an unfunded directors' deferred
compensation account. Amounts deferred after April 1, 1988 were credited with
interest at an annual rate equal to 60% of the prime rate of CBNA (the "CBNA
Prime Rate"). Beginning January 1, 1989, interest is credited on deferrals at a
rate determined by multiplying the CBNA Prime Rate by a decimal amount equal to
1 minus 118% of the highest marginal corporate tax rate for Federal income tax
purposes. Amounts deferred on or before April 1, 1988 receive earnings based on
one or more of three hypothetical investments as selected quarterly by each
affected participant. These provide yields equal to the return on, and
appreciate or depreciate to the same extent as, funds invested in the
CoreStates Bond Fund, the CoreStates Liquidity Fund and the CoreStates Equity
Fund, each of which is a collective investment fund managed by CoreStates
Investment Advisers, Inc. The right to receive future payments under the
Directors' Deferred Plan is an unsecured claim against the general assets of
CoreStates or CBNA, as applicable. Payments of deferred compensation may be
made only in cash. Directors of CoreStates who also serve as advisory directors
of Hamilton are entitled to defer fees paid for services rendered to Hamilton
under the Directors' Deferred Plan.
Additionally, in 1980, Hamilton established a directors' deferred
compensation plan whereby participating directors of Hamilton could elect to
forego certain directors' fees or other compensation for a five-year period,
from January 1, 1980 through December 31, 1984, in return for the undertaking
of Hamilton to pay each participating director a specified amount in 120 equal
payments beginning at age 65 or 70, or at death, if earlier. Hamilton has
obtained life insurance, of which Hamilton is the beneficiary, on each
participating director in an amount which will cover Hamilton's obligation to
pay each such director. The directors participating in this plan are Carlton E.
Hughes and Marlin Miller, Jr. Total payments to be made over the 10 year
distribution period or at death, if earlier, to Messrs. Hughes and Miller are
$233,400 and $178,800, respectively. Amounts expensed for 1994 under the plan
in respect to Messrs. Hughes and Miller were, respectively, $11,234 and $8,606.
INDEBTEDNESS OF DIRECTORS AND MANAGEMENT
CoreStates' subsidiaries have from time to time made loans to some officers
and directors of CoreStates and to companies with which they are associated.
Such loans were made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with others, and did not involve more than
normal risk of collectibility or present any other unfavorable features.
9
<PAGE>
EXECUTIVE COMPENSATION
HUMAN RESOURCES COMMITTEE REPORT
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS FOR 1994
Compensation policies for executive officers are intended to further the
earnings of CoreStates and facilitate securing, retaining and motivating
management employees of high caliber and potential. The persons eligible to
receive awards under these policies are officers and other employees of
CoreStates and its subsidiaries who are in positions in which their decisions,
actions and counsel significantly impact upon the short and long-term goals and
strategies of CoreStates.
There are three components to executive compensation: base salary, annual
incentive awards, and long-term incentive awards.
BASE SALARIES
Base salaries for executives are competitive with incumbent salaries for peer
positions in CoreStates' comparator group. The comparator group consists of 25
to 30 companies within the super-regional banking industry that have market,
geographic and size similarities to CoreStates. All of these banks are
contained within the Keefe, Bruyette, & Woods 50 Index, presented in the
Comparative 5 Year Cumulative Total Return graph on page 14 of this proxy
statement. CoreStates generally targets base salaries to the median or average
rate paid for each job within the group. Published compensation surveys are
utilized to monitor competitive pay levels, in addition to compensation
information reported in our competitors' proxy statements. Such studies
indicate CoreStates' base salaries for the executives named in this proxy,
including the Chief Executive Officer ("CEO"), averaged within plus or minus 5%
of the market median for 1994.
ANNUAL INCENTIVE AWARDS
Executive officers participate in an annual cash award program, the Incentive
Compensation Plan for CoreStates Financial Corp and Participating Subsidiaries.
The Human Resources Committee of the Board of Directors determines the awards
granted under the Plan. Award opportunity is based on the individual
executive's grade level and a mix of predetermined corporate and individual
performance goals.
CORPORATE PERFORMANCE:
One-hundred percent of the annual award for the Chief Executive Officer
and for employees who currently and formerly reported directly to him is
based on corporate performance. For 1994 this component of the Plan was
paid at 132% of the payout target. Three measures are used as indices of
corporate performance: net income after capital charge (NIACC), earnings
per share, and progress toward achieving cultural change objectives. Eighty
percent of the annual award for those who report to current and former
direct reports of the Chief Executive Officer is based on corporate
performance, measured the same way.
NIACC measures both the quantity and the quality of corporate earnings.
If CoreStates earns more than its required return (and therefore has a
positive NIACC) shareholder value is created. The calculation of NIACC
requires three pieces of data: net income, the amount of capital employed,
and the required return on that capital. The corporate required return of
13% is a risk-adjusted rate of return related to investors' alternatives in
the marketplace. Because CoreStates has an unusually high equity to asset
ratio, NIACC is normalized for a 5% equity to asset ratio. Five percent is
the typical ratio used by the peer comparator group. The NIACC results
exceed 1994's goal.
Growth in earnings per share ("EPS") is a key measure of financial
strength considered by the external financial community. The use of this
measure facilitates external comparison and is easily understood. The EPS
results also exceed 1994's goal.
10
<PAGE>
Cultural change improvement is measured based on progress in advancing
the corporate culture with reference to: 1) CoreValues--People,
Performance, Integrity, Teamwork, Diversity, and Communication, 2) customer
focus, and 3) commitment to quality. A combination of quantitative and
qualitative measures is used to track results against these objectives.
Quantitative measures include several routinely tracked statistics, such as
the diversity of our workforce at all levels in our organization, upward
and lateral mobility of our people, employee retention, training and
development participation, utilization of vendors and services owned by
women and people of color, and other pertinent statistics. Qualitative
progress on attaining improved implementation of corporate cultural change
is measured through feedback gathered from employee meetings led by an
outside consultant. Because progress toward cultural change continues to
meet expectations, the corporate Incentive Compensation Plan payout was
determined to be 132%, the average of the payout percentages calculated for
the NIACC and EPS measures.
INDIVIDUAL PERFORMANCE:
Twenty percent of the annual award for employees who report to current
and former direct reports of the Chief Executive Officer is based on
individual performance. Individual performance goals are designed to
reflect a balance between attainable and "stretch" objectives and are
specific to each plan participant. Individual performance objectives are
established at the beginning of the year based on the functions and
responsibilities of each executive's position (for example, sales targets,
income goals, cost reduction objectives, etc.). Also included in the
measure of individual performance are objectives that champion CoreValues
and reflect or measure managerial performance. These people-focused
objectives count for at least one-third of individual performance.
Target awards are based on a percentage of the midpoint of the salary grade
of each individual. Corporate and individual executive performance are
evaluated, and payout levels are determined independently at zero or 50 to 150%
of the payout targets. The Human Resources Committee may use discretion to
assess the impact of extraordinary events when evaluating and rewarding
corporate and individual performance.
LONG-TERM INCENTIVE PLAN
This plan is designed to support the long-term strategic goals of CoreStates
by providing equity opportunities for individual executives based on their
level of responsibility. Ownership aligns the interests of participating
officers and executives with the interests of CoreStates' shareholders and ties
a significant portion of senior officer compensation to shareholder returns.
Under Ownership Guidelines developed in 1993 for achievement by 1998 and
approved by the Human Resources Committee, the suggested number of shares to be
owned varies according to the executive's salary grade, and ranges from one
times salary range midpoint for Executive Vice Presidents up to 2.5 times
salary range midpoint for the CEO. Stock held through the CoreStates Savings
Plan is counted toward the guidelines, but unexercised stock options are not.
The primary award vehicles for 1994 were incentive stock options (ISOs) and
non-qualified stock options (NQSOs). The first $100,000 of each stock option
award was granted in the form of ISOs, with the remaining portion granted in
NQSOs. Stock option grants provide the grantees the opportunity to acquire
common stock at a fixed price (the fair market value on the date of the grant)
for a specified period of time (ten years).
The practice of CoreStates is to keep long-term awards relatively constant
from year-to-year. Stock option plans provide upside earnings potential through
increases in stock value over the long term. Target awards for stock option
grants are expressed as a percentage of the salary range midpoint for each
participant. Actual awards may range from 75% up to 125% of the target award
based on a present assessment of the long-term value of the participant's
ongoing performance contribution to CoreStates. In determining these grants,
the Human Resources Committee did not specifically consider the amount and
value of stock currently held by individuals. For 1994, stock option awards
averaged 101% of target for all participants.
11
<PAGE>
IMPACT OF IRS PAY CAP REGULATIONS
CoreStates has reviewed the effect of Section 162(m) of the Internal Revenue
Code as it applies to the deductibility of compensation paid to CoreStates'
proxy-named executives. In particular, section 162(m) permits CoreStates to
deduct compensation paid to a named executive in excess of $1 million only if
such excess qualifies as "performance based compensation."
The Human Resources Committee recognizes that compensation paid during 1994
under CoreStates' Incentive Compensation Plan does not meet the IRS' criteria
for performance-based compensation and intends for no tax deductions to be lost
in the future as a result of section 162(m). Consequently, the Human Resources
Committee recommends approval of a separate plan covering senior executives of
the company and participating subsidiaries who are expected to be subject to
the cap for a particular year. This separate plan, called the Incentive
Compensation Plan for Designated Executives of CoreStates Financial Corp and
Participating Subsidiaries, is designed to preserve key incentive elements of
the company's existing incentive plan while limiting the company's exposure for
lost tax deductions under section 162(m). This plan is described in Item 2,
which begins on page 19 of this proxy statement. A complete copy of the
proposed plan is in the Appendix to this proxy statement.
SUMMARY
Inherent in our effort to create shareholder value are attention to financial
performance and strength, and focused recognition of our people as the
cornerstone of the long-range competitive edge. Performance measures support
the efforts to further corporate earnings and achieve a positive corporate
culture. The ideal culture values all members of the workforce, maintains
customer focus, and achieves excellence through commitment to quality.
HUMAN RESOURCES COMMITTEE'S BASES FOR DETERMINING
THE COMPENSATION OF THE CEO FOR 1994
The CEO's (Chief Executive Officer) base salary, and annual and long-term
incentive award components are consistent with the spirit and objectives of
CoreStates' executive compensation program as follows:
BASE SALARY
To increase consistency in the measurement of the CEO's performance, goals
for base salary increase determination and annual incentive award calculation
were tied more closely together in 1994. The CEO's base salary is a function of
CoreStates' financial performance against goals. The initial rating is then
modified as appropriate by the overall culture/people evaluation, as well as a
relative assessment of CoreStates' performance versus its peer group. Finally,
the preceding evaluation is further modified by the Human Resources Committee's
assessment of the CEO's performance in such areas as leadership, strategic
planning, culture/people initiatives, external relations, communication, and
other important factors.
The Human Resources Committee prepared a formal evaluation of actual results
against these annual goals. The evaluation was supported by documents citing
specific reasons for the rating and included an assessment of response to
unplanned events or circumstances that required a significant commitment of
time and resources.
ANNUAL INCENTIVE AWARD
100% of the CEO's annual incentive award is based on corporate performance.
For 1994 this was paid at 132% of target, based on NIACC, earnings per share,
and corporate culture/people objectives as described in the preceding Annual
Incentive Awards--Corporate Performance section on pages 10 and 11 of this
proxy
12
<PAGE>
statement section with respect to other executive officers. This represents a
departure from the 1993 program in which 60% of the CEO's award was determined
by achievement of corporate performance goals.
An evaluation of corporate progress against the goals was reviewed and
discussed by the Human Resources Committee, who determined the final payout
levels for the Chairman and the rest of the executive officers.
LONG-TERM INCENTIVE PLAN
The CEO participates in the Long-term Incentive Plan described above under
"Compensation Policies for Executive Officers for 1994". In February 1994 Mr.
Larsen was granted options based on 100% of the target for his position.
SUMMARY
In the Human Resources Committee's evaluation of the CEO's performance, it
was specifically noted that his individual actions and leadership have had a
significant effect on Corestates' overall financial and cultural change/people
value results, enhancing on-going value to shareholders through stock
appreciation and growth in earnings available for dividends. The Committee's
overall rating of the CEO's performance for the year was outstanding.
HUMAN RESOURCES COMMITTEE
Raymond W. Smith, Chairman
Herbert Lotman Marlin Miller, Jr.
Seymour S. Preston, III Peter S. Strawbridge
13
<PAGE>
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The following line graph compares five-year cumulative total shareholder
return with the Standard & Poor's 500 Composite Index (S&P 500) and the Keefe,
Bruyette & Woods 50 Index (KBW 50) a published peer-industry index. The KBW 50
is made up of fifty of the nation's significant banking companies, including
money-center and most major regional banks, and is considered representative of
the price performance of the nation's largest banks. Both the S&P 500 and the
KBW 50 are market-capitalization-weighted indices. The graph assumes an initial
investment of $100 and reinvestment of quarterly dividends.
Comparative Five Year Cumulative Total
December 31, 1989 to December 31, 1994
CoreStates v. S&P 500 v. KBW 50
[GRAPH CHART APPEARS HERE]
Comparative Five Year Cumulative Total Return
December 31, 1989 to December 31, 1994
CoreStates v. S&P 500 v. KBW 50
<TABLE>
<CAPTION>
CoreStates S&P 500 KBW 50
<S> <C> <C> <C>
- - --------------------------------------------------
1989 100 100 100
- - --------------------------------------------------
1990 79 97 72
- - --------------------------------------------------
1991 125 126 114
- - --------------------------------------------------
1992 155 136 145
- - --------------------------------------------------
1993 147 150 153
- - --------------------------------------------------
1994 153 152 145
- - --------------------------------------------------
</TABLE>
14
<PAGE>
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ending December 31, 1992,
1993 and 1994, the cash compensation paid by CoreStates and its subsidiaries,
as well as certain other compensation paid or accrued for those years, to the
chief executive officer and the other five most highly compensated executive
officers of CoreStates and one additional officer who acted in the capacity of
an executive officer until August 2, 1994 (collectively, the "Named
Executives").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------------------ ----------------
AWARDS PAYOUTS
OTHER ANNUAL ------- -------- ALL OTHER
SALARY BONUS COMPENSATION OPTIONS LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)* ($) ($)** (#)+ ($)*** ($)****
- - --------------------------- ---- -------- -------- ------------ ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Terrence A. Larsen, 1994 $670,692 $527,710 $2,578 119,000 $293,543 $33,535
Chairman and Chief 1993 647,000 483,068 3,373 101,800 287,100 32,350
Executive Officer 1992 639,768 472,237 1,553 79,600 324,072 73,625
Rosemarie B. Greco, 1994 358,077 278,982 2,745 91,650 16,923
President and Chief 1993 327,500 162,360 2,449 27,600 12,365
Executive Officer, 1992 325,000 153,714 3,919 21,600 6,779
CoreStates Bank, N.A.
Charles L. Coltman, III 1994 297,692 278,982 91,650 66,969 14,885
President and Chief 1993 233,923 122,955 2,224 26,750 51,642 11,696
Operating Officer 1992 226,519 114,610 1,917 16,800 60,987 11,443
David C. Carney, 1994 347,692 166,003 6,100 43,400 17,385
Chief Financial Officer 1993 335,000 163,488 1,597 28,160 13,655
1992 335,000 158,704 9,418 27,600 7,018
Charles P. Connolly 1994 238,269 142,877 2,852 45,150 50,203 11,913
Senior Executive Vice 1993 206,154 99,590 1,898 18,260 51,642 10,269
President 1992 187,408 59,314 2,893 14,300 40,673 11,443
Robert N. Gilmore 1994 246,154 108,200 35,550 66,969 12,308
Chief Technology and 1993 233,923 113,119 26,750 57,420 11,696
Processing Services
Officer 1992 226,519 119,385 16,800 47,429 11,443
Frank E. Reed, 1994 347,692 166,003 43,400 84,572
Retiring President 1993 335,000 188,640 3,919 28,160 79,435
Philadelphia National 1992 335,000 163,587 4,595 27,600 84,781
Bank Division,
CoreStates
Bank, N.A., as of
8/2/94
</TABLE>
- - --------
+ There was a stock split on October 15, 1993. These represent post split
values.
* Annual Salary is reported for the calendar year. Salary increases for
executive officers, when granted, are typically effective in March, but
Ms. Greco & Messrs. Coltman, Connolly and Gilmore received increases
effective September 1, 1994 in recognition of their new roles associated
with the executive restructuring, in which the Office of the Chairman
changed to a five member group.
** Other Annual Compensation includes:
. Financial Planning
No longer stated are Stock Appreciation Rights (SAR) surrender
compensation paid in 1992: Larsen--$64,377, Reed--$5,326
*** Performance Units Awards under prior Long-Term Incentive Plan
. 1/2 of award value net of taxes is paid in cash, the other 1/2 in stock
The gross value of Performance Units is a function of closing stock
price on December 31, 1994.
The number of shares granted in the half paid in stock is a function of
the closing stock price on February 7, 1995.
**** All Other Compensation consists of compensation from savings and retirement
plans as follows:
. The CoreStates Savings Plan provides investment choices and company
matches to individual contributions. Corporation contributions were as
follows:
15
<PAGE>
1994: Larsen--$7,500, Greco--$6,519, Coltman--$7,500, Reed--$7,500,
Carney--$7,500, Connolly--$7,500, Gilmore--$7,500.
1993: Larsen--$11,792, Greco--$7,907, Coltman--$11,696, Reed--$9,916,
Carney--$8,893, Connolly--$10,269, Gilmore--$11,696.
1992: Larsen--$11,443, Greco--$5,722, Coltman--$11,443, Reed--$9,127,
Carney--$5,238, Connolly--$11,443, Gilmore--$11,443.
. The 401 Excess Plan was adopted in 1992. It mirrors the CoreStates
Savings Plan in that it provides investment choices and company matches
for employees whose salaries are above the ERISA limits for the savings
plan. Corporation contributions were:
1994: Larsen--$26,035, Greco--$10,404, Coltman--$7,385, Reed--$9,885,
Carney--$9,885, Connolly--$4,413, Gilmore--$4,808.
1993: Larsen--$20,558, Greco--$4,458, Reed--$6,582, Carney--$4,762.
1992: Larsen--$62,182, Greco--$1,057, Reed--$12,719, Carney--$1,780.
. Mr. Reed is covered by the First Pennsylvania Retirement Benefit Plan
which was adopted by CoreStates at the time of the merger with First
Pennsylvania Bank. Retirement plan premiums paid for Reed under this
plan were: 1994--$67,187, 1993--$62,935, 1992--$62,935. The other named
executives are in the CoreStates Financial Corp Supplemental Retirement
Plan, which is unfunded.
OPTION GRANT TABLE
The following table contains information concerning the grant of stock
options under CoreStates' 1994 Long-Term Incentive Plan to the Named Executives
as of December 31, 1994:
OPTION GRANTS IN 1994*
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
- - ------------------------------------------------------------------------ ----------
% OF TOTAL BLACK
OPTIONS SCHOLES
OPTIONS GRANTED TO EXERCISE GRANT DATE
GRANT GRANTED EMPLOYEES OR BASE EXPIRATION PRESENT
NAME DATE (#) IN 1994 PRICE DATE VALUE**
- - ---- ------- ------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Terrence A. Larsen...... 2/15/94 119,000 6.273% $26.375 2/15/04 $523,600
Rosemarie B. Greco...... 2/15/94 43,400 2.288 26.375 2/15/04 190,960
8/22/94 48,250 2.544 28.000 8/22/04 264,059
Charles L. Coltman, III. 2/15/94 29,625 1.562 26.375 2/15/04 130,350
8/22/94 62,025 3.270 28.000 8/22/04 339,446
David C. Carney......... 2/15/94 43,400 2.288 26.375 2/15/04 190,960
Charles P. Connolly..... 2/15/94 29,625 1.562 26.375 2/15/04 130,350
8/22/94 12,525 0.660 28.000 8/22/04 68,546
Robert N. Gilmore....... 2/15/94 23,700 1.249 26.375 2/15/04 104,280
8/22/94 11,850 0.625 28.000 8/22/04 64,852
Frank E. Reed........... 2/15/94 43,400 2.288 26.375 2/15/04 190,960
</TABLE>
- - --------
* Options reported in the table above are a combination of incentive and non-
qualified stock options. All grants become exercisable one year from the
date of grant and they must be exercised during employment except in the
case of death, disability, retirement or involuntary termination. The term
of each option is ten years.
16
<PAGE>
** Results produced by the Black Scholes assumptions, below, are reduced by 10%
because the options are nontransferable:
February Grant August Grant
Expected volatility--.197 Expected volatility--.197
Risk-free rate of return--6.15% Risk-free rate of return--7.56%
Dividend yield--4.6% Dividend yield--4.6%
Time to exercise--10 years Time to exercise--10 years
Market Price at Grant--$26.375 Market Price at Grant--$27.875
OPTION EXERCISES AND YEAR-END TABLE
The following table sets forth information with respect to the Named
Executives, concerning the exercise of options during 1994 and unexercised
options as of December 31, 1994:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT 12/30/94 ($)
12/30/94 (#) ($26.00/SHARE)*
--------------- ---------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE**
- - ---- --------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Terrence A. Larsen...... 0 $ 0 464,482/119,000 $2,345,417/$0
Rosemarie B. Greco...... 0 0 76,672/91,650 386,259/0
Charles L. Coltman, III. 0 0 121,502/91,650 649,456/0
David C. Carney......... 0 0 122,706/43,400 845,815/0
Charles P. Connolly..... 0 0 64,054/42,150 254,014/0
Robert N. Gilmore....... 0 0 97,178/35,550 456,825/0
Frank E. Reed........... 20,298 204,249 77,376/43,400 277,667/0
</TABLE>
- - --------
* Values for Larsen, Greco, Coltman, Reed, Carney, Connolly and Gilmore
respectively represent 9, 4, 10, 5, 4, 8 & 10 years cumulative impact of
stock option grants and exercises. One stock option grant was awarded per
named executive in each year an award was made to that executive, with the
exception of 1994, in which R. Greco, C. Coltman, C. Connolly and R. Gilmore
each received a second grant, on 8/22/94.
** Unexercisable shares granted on 2/15/94 carry an exercise price of $26.375;
those granted 8/22/94 are priced at $28.000.
17
<PAGE>
PENSION BENEFITS
The following table shows for various periods of credited service the
estimated annual benefits currently payable upon normal retirement at age
sixty-five to a participating employee, assuming final average compensation
equaled 1994 compensation and Social Security covered compensation of $24,312,
the amount for participants who attain Social Security retirement age during
1994. The table reflects a straight life benefit.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL
AVERAGE
COMPENSATION 15 20 25 30 35
- - ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $ 35,680 $ 47,570 $ 59,460 $ 65,710 $ 71,960
150,000 43,180 57,570 71,960 79,460 86,960
175,000 50,680 67,570 84,460 93,210 101,960
200,000 58,180 77,570 96,960 106,960 116,960
225,000 65,680 87,570 109,460 120,710 131,960
250,000 73,180 97,570 121,960 134,460 146,960
300,000 88,180 117,570 146,960 161,960 176,960
400,000 118,180 157,570 196,960 216,960 236,960
450,000 133,180 177,570 221,960 244,460 266,960
500,000 148,180 197,570 246,960 271,960 296,960
600,000 178,180 237,570 296,960 326,960 356,960
700,000 208,180 277,570 346,960 381,960 416,960
800,000 238,180 317,570 396,960 436,960 476,960
</TABLE>
The Final Average Compensation used in calculating the qualified retirement
plan benefit is the average of the highest 60 consecutive months of base pay
(excluding all incentive and other non-salary cash payments) during the last
ten years of employment, multiplied by 12 to derive an annual salary
equivalent. The Final Average Compensation figure corresponds to the elements
summarized in the Annual (Salary) Compensation shown in the Summary
Compensation Table on page 15 of this proxy statement.
The CoreStates Financial Corp Supplemental Retirement Plan (the "CoreStates
Supplemental Plan") covers the excess over the limitations placed on the
qualified plan by Federal law. If an employee defers salary, the CoreStates
Supplemental Plan also pays the difference between what the employee would have
gotten in the qualified plan had he or she not deferred salary and the
qualified plan benefit excluding the deferred salary.
The First Pennsylvania Retirement Benefit Supplement Plan (The "FP
Supplemental Plan") provides selected key executive officers with retirement
benefits in addition to those provided to all eligible employees under the
Retirement Plan. The FP Supplemental Plan covers two types of retirement
benefits. Benefit A is equal to the excess of the amount that would be payable
under the Retirement Plan if it did not contain the limitation on the annual
amount of pension benefit payments or the amount of recognizable compensation
imposed by the Internal Revenue Code over the amount actually payable under the
Retirement Plan in accordance with such limitations. Benefit C is equal to 65%
of the participant's average annual base salary for the five consecutive years
immediately preceding the participant's retirement or other termination of
benefit. Benefit C is then reduced by the aggregate of the following amounts:
the benefit under Benefit A, the Social Security benefit, the benefit under the
Retirement Plan, and the benefit under any retirement plan provided by a former
employer, excluding any portion of such benefit attributable to the
participant's own contributions to such plan.
The CoreStates Retirement Plan is not reduced by Social Security or other
offset measures.
18
<PAGE>
As of December 31, 1994, the periods of credited service of the CoreStates'
executive officers named in the Summary Compensation Table above are as
follows:
<TABLE>
<CAPTION>
PERIOD OF CREDITED
SERVICE
-------------------
<S> <C>
Terrence A. Larsen.......................................... 16 years, 5 months
Rosemarie B. Greco.......................................... 2 years, 9 months
Charles L. Coltman, III..................................... 24 years, 10 months
David C. Carney............................................. 2 years, 9 months
Charles P. Connolly......................................... 22 years, 8 months
Robert N. Gilmore........................................... 13 years, 6 months
Frank E. Reed*.............................................. 10 years, 7 months
</TABLE>
- - --------
* Participant in the First Pennsylvania Retirement Benefit Supplement Plan
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Named Executives are covered by an executive severance program. In the
event of termination of employment (other than for cause), each would receive
severance pay based on the base salary paid at the time of termination. Each
executive terminated would receive 3 weeks of pay for each year of service,
with a minimum total payment of 12 months and a maximum of 18 months.
Any executive displaced directly as a result of a process redesign project
currently underway will be entitled to receive one additional week of severance
pay for each year of service and an additional week per year of service for
each year over 10 years.
In October 1992, the Human Resources Committee of the Board of Directors
approved a special severance program to take effect upon a change in control of
CoreStates which would involve a 20% change in share ownership and a majority
change in Board membership. In the event of termination of employment due to a
change in control, the Named Executives would receive 24 months' severance pay,
based upon base salary at the time of termination. If after 24 months the
executive is still unable to find gainful employment, contingency pay equal to
12 months' pay or 2 weeks' pay for each year of service (whichever is longer)
may be awarded. The Named Executives would also receive immediate vesting of
long-term incentives and a pro-rata payment of performance units (if any)
awarded under the CoreStates' current or prior Long-Term Incentive Plans. In
addition, if not yet vested in the CoreStates Retirement Plan, the Named
Executives would receive a retirement benefit based upon actual years of
service plus the severance pay period. This benefit would be calculated in
accordance with the retirement benefit formula(s) in effect at the time in the
qualified plan and any supplemental retirement plans that may apply.
APPROVAL OF INCENTIVE COMPENSATION PLAN FOR DESIGNATED EXECUTIVES
(ITEM 2)
On February 21, 1995, management recommended and the Board of Directors
approved the Incentive Compensation Plan for Designated Executives of
CoreStates Financial Corp and Participating Subsidiaries (the "Designated
Executives Plan"), subject to shareholder approval. The purpose of the
Designated Executives Plan is to support the business goals and earnings of
CoreStates and its participating subsidiaries by providing additional, variable
and contingent incentive compensation to attract, retain and motivate key
members of executive management whose performance has and can continue to have
a substantial impact on the earnings performance and growth of CoreStates, and
specifically to preserve key incentive elements of CoreStates' existing
incentive plan while limiting its exposure for lost tax deductions under
Section 162(m) of the Internal Revenue Code (the "Code") as it applies to the
deductibility of compensation paid to designated CoreStates' executives.
19
<PAGE>
Under Section 162(m) of the Code CoreStates may deduct compensation in excess
of $1 million paid to a designated executive only if such excess qualifies as
"performance based compensation". Because the qualitative factors, including
advancing corporate culture, are considered to be so important in determining
the compensation for designated executives of CoreStates, a separate plan has
been designed to preserve such qualitative incentive elements while limiting
CoreStates' exposure for lost deductions under Section 162(m) of the Code.
The summary which follows is qualified in its entirety by reference to the
Designated Executives Plan, a copy of which is attached as Exhibit A to this
proxy statement.
The Designated Executives Plan will be administered by the Human Resources
Committee, membership of which shall meet the requirements of Section 162(m) of
the Code. The Board of Directors may amend, suspend or terminate the Designated
Executives Plan at any time, but may not reduce amounts previously awarded and
to which award recipients are entitled and may not change the performance
objectives set by the Human Resources Committee.
Designation; and Determination of Awards
Those designated for the proposed Plan will be the Chief Executive Officer
and any executive officer of CoreStates determined by the Human Resources
Committee to be "Eligible Participants" under the Plan, defined as any
executive officer whose cash compensation opportunity places her or him in the
group of highly compensated officers subject to Section 162(m) of the Code. A
recipient of an award under the Incentive Compensation Plan of CoreStates
Financial Corp and Participating Subsidiaries is ineligible to receive an award
under the Designated Executives Plan.
The Human Resources Committee shall determine the quantitative and
qualitative performance objectives each year as well as the amount of the
awards and shall certify that performance objectives have been met prior to
payment of awards. The maximum annual award to the CEO is limited to 150% of
salary (and no more than $1,500,000). The maximum annual award for any other
participant is 100% of salary (and no more than $700,000).
Two-thirds of award opportunities will be based on quantitative, pre-
established performance goals that the Human Resources Committee will set not
later than 90 days after the commencement of an incentive year. This portion of
the award is intended to qualify as performance-based compensation under
Section 162(m) of the Code. For 1995, if the Designated Executives Plan is
approved by shareholders, the Human Resources Committee has set equally-
weighted measures based on earnings per share and net income after capital
charge. Other measures that may be used in the future under the Designated
Executives Plan include return on equity, return on assets, return on
investment and total shareholder return. The remaining one-third of the award
opportunity will be based on qualitative factors that will be subject to Human
Resources Committee discretion and, therefore, will not qualify for exemption
from Section 162(m) of the Code as performance-based compensation. During 1994
qualitative factors were based on progress in advancing the corporate culture.
The Human Resources Committee expects that, with two-thirds of the Designated
Executives Plan's award opportunity qualifying for the performance-based
compensation exemption and based on current pay levels, all payments under the
Designated Executives Plan will be tax deductible.
Benefits to the Extent Determinable
Awards under the Designated Executives Plan for 1995 are not determinable at
this time. The following table sets forth the awards granted for performance in
1994 pursuant to the Incentive Compensation Plan for CoreStates Financial Corp
and Participating Subsidiaries to the Named Executives, other than Mr. Reed,
and to executive officers as a group whom are assumed, for the purposes of this
table, to be eligible for the Designated Executives Plan in 1995. The awards
shown below approximate the awards which would have been granted under the
Designated Executives Plan had it been in effect during 1994 and had the award
criteria been as described above. These amounts are also shown on the Summary
Compensation Table on page 15 of this proxy statement in the "Bonus" column.
20
<PAGE>
PLAN BENEFITS
Designated Executives Plan*
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION 1994 BONUS
--------------------------- ----------
<S> <C>
Terrence A. Larsen.............................................. $527,710
Chairman and Chief Executive Officer
Rosemarie B. Greco.............................................. 278,982
President and Chief Executive Officer,
CoreStates Bank, N.A.
Charles L. Coltman, III......................................... 278,982
President and Chief Operating Officer
David C. Carney................................................. 166,003
Chief Financial Officer
Charles P. Connolly............................................. 142,877
Senior Executive Vice President
Robert N. Gilmore............................................... 108,200
Chief Technology and Processing Services Officer
Executive Group**............................................... $1,981,425
</TABLE>
- - --------
* Non-executive directors and non-executive officer employees are not eligible
to participate in the Designated Executives Plan.
** Includes all executive officers of CoreStates. Designation of eligible
executive officers for 1995 had not been made as of the date of this proxy
statement, and such information is therefore unavailable at such date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF APPROVAL OF THE
INCENTIVE COMPENSATION PLAN FOR DESIGNATED EXECUTIVES OF CORESTATES FINANCIAL
CORP AND PARTICIPATING SUBSIDIARIES.
21
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
(ITEM 3)
On February 21, 1995, the Board of Directors of CoreStates selected the firm
of Ernst & Young LLP as independent auditors to audit the books, records and
accounts of CoreStates for the current fiscal year, subject to ratification by
vote of a majority of the shares of CoreStates Common Stock represented at the
annual meeting. That firm also served as CoreStates' independent auditors for
the prior fiscal year ended December 31, 1994. At the annual meeting the
following resolution will be offered:
RESOLVED, that the selection of Ernst & Young LLP as the independent
auditors of CoreStates for the fiscal year ending December 31, 1995 is
hereby ratified.
If the shareholders do not ratify the selection of Ernst & Young LLP, the
selection of independent auditors will be reconsidered and made by the Board of
Directors.
It is understood that even if the selection is ratified, the Board of
Directors, in its discretion, may direct the appointment of a new independent
auditing firm at any time during the year if the Board determines that such a
change would be in the best interests of CoreStates and its shareholders.
A representative of Ernst & Young LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if desired AND IS EXPECTED TO
BE AVAILABLE TO RESPOND TO APPROPRIATE QUESTIONS.
The Board of Directors recommends a vote FOR the ratification of the
appointment of Ernst & Young as independent auditors for the fiscal year ending
December 31, 1995.
MISCELLANEOUS
The Board of Directors is presently not aware of any other business which
will be brought before the Annual Meeting. The execution and return of the
proxy card will confer upon the appointed proxies the discretionary authority
to vote upon such other business as may properly come before the Meeting.
The cost of preparing, assembling and mailing the proxy materials will be
paid by CoreStates. Corporate Investor Communications, Inc. ("CIC"), 111
Commerce Road, Carlstadt, New Jersey 07072 has been engaged by CoreStates to
solicit proxies for use at the Annual Meeting. The anticipated fees of CIC are
$8,000 plus expenses. To the extent necessary in order to insure sufficient
representation of shareholders at the Annual Meeting, the named solicitor and
officers and employees of CoreStates and its subsidiaries may personally, by
telephone or by other means, contact shareholders to request the return of
proxies. Banks, brokerage houses and other institutions, nominees or
fiduciaries will be requested to forward the proxy materials to beneficial
owners in order to solicit authorizations for the execution of proxies.
CoreStates will, upon request, reimburse such banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding such
materials.
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the 1996
Annual Meeting of Shareholders and desires that such proposal be included in
the proxy statement and proxy for such Meeting must furnish the proposal in
writing to the Secretary of CoreStates not later than November 16, 1995.
CORESTATES ANNUAL REPORT
CoreStates' Annual Report to Shareholders for the fiscal year ended December
31, 1994, including financial statements as certified by Ernst & Young LLP, is
enclosed.
22
<PAGE>
A COPY OF CORESTATES' ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDING DECEMBER
31, 1994 WILL BE SUPPLIED WITHOUT CHARGE UPON WRITTEN REQUEST DIRECTED TO
CORPORATE COMMUNICATIONS, CORESTATES FINANCIAL CORP, P.O. BOX 7618,
PHILADELPHIA, PENNSYLVANIA 19101-7618 OR CALL (215) 973-6006.
By order of the Board of Directors
/s/ Migdalia R. O'Leary
Migdalia R. O'Leary
Secretary
March 15, 1995
23
<PAGE>
EXHIBIT A
INCENTIVE COMPENSATION PLAN FOR DESIGNATED EXECUTIVES
OF CORESTATES FINANCIAL CORP AND PARTICIPATING SUBSIDIARIES
EFFECTIVE AS OF JANUARY 1, 1995
1. PURPOSE
The purpose of the Incentive Compensation Plan for Designated Executives (the
"Plan") is to support the business goals and earnings of CoreStates Financial
Corp ("CoreStates") and its participating subsidiaries by providing additional,
variable and contingent incentive compensation to attract, retain and motivate
key members of executive management whose performance has and will continue to
have a substantial impact on the earnings performance and growth of the
Corporation.
2. DEFINITIONS
(a) "AWARD RECIPIENT" shall mean an Eligible Participant who has
continued in the full time employ of the Corporation during the respective
Incentive Year, who remains so employed at the time of the granting of
awards under the Plan and who is selected for an award pursuant to the
Plan; provided that an Eligible Participant who retires under, and begins
receiving an immediate pension benefit from, the CoreStates Retirement Plan
shall be eligible to receive a pro-rated award under the Plan for the year
of retirement (including early retirement). Any Eligible Participant who
ceases to be a full time Employee of the Corporation during an Incentive
Year or who is not so employed at the time of the granting of awards under
the Plan for any reason other than retirement as stated above shall not be
eligible for an award for such Incentive Year.
(b) "BOARD OF DIRECTORS" shall mean the Board of Directors of CoreStates.
(c) "CHIEF EXECUTIVE OFFICER" shall mean the Chief Executive Officer of
CoreStates.
(d) "CORPORATION" shall mean CoreStates Financial Corp and its
Participating Subsidiaries.
(e) "ELIGIBLE PARTICIPANT" shall mean the Chief Executive Officer and any
executive officer employed by the Corporation whose cash compensation
opportunity, as determined by the Human Resources Committee, places her or
him in the group of highly compensated officers subject to section 162(m)
of the Internal Revenue Code, as it applies to the tax deductibility of
compensation paid to executives. An Award Recipient under the Incentive
Compensation Plan for CoreStates Financial Corp and Participating
Subsidiaries is ineligible to receive an award under this Plan.
(f) "HUMAN RESOURCES COMMITTEE" shall mean a committee appointed by, and
serving at the pleasure of, the Board of Directors, composed of not less
than three members of such Board, none of whom shall be eligible for an
award under the Plan.
(g) "INCENTIVE YEAR" shall mean any respective fiscal year of CoreStates
beginning on or after January 1, 1995, during which the Plan shall be in
effect.
(h) "MAXIMUM AWARD" shall mean: 1) For the Chief Executive Officer: an
amount not greater than 150% of salary and no more than $1,500,000 per
year; 2) For any other designated executive: an amount not greater than
100% of salary and no more than $700,000 per year.
(i) "PARTICIPATING SUBSIDIARY" shall mean CoreStates Bank, N.A., and any
other Subsidiary which has been admitted to participation in the Plan with
the approval of the boards of directors of CoreStates and the respective
Subsidiary.
(j) "SALARY" shall mean regular fixed compensation in the currency of the
United States which is paid by the Corporation to any Eligible Participant
during any year for services rendered to the Corporation but such term
shall not include any payment for overtime, bonus, incentive award, profit
sharing distribution, stock options, stock awards, stock appreciation
rights, supplemental compensation, retirement benefits or similar type
payment.
A-1
<PAGE>
(k) "SALARY GRADE MIDPOINT" shall mean the respective midpoint of the
salary grades or equivalent thereof of the Corporation as of January 1 of
the respective Incentive Year.
(l) "SUBSIDIARY" shall mean any corporation at least 50% of the
outstanding voting stock of which is owned directly or indirectly by
CoreStates.
(m) "TARGET AWARD" shall mean such amount expressed as a percent of
Salary Grade Midpoint of an Eligible Participant projected for award to
such Eligible Participant as of the commencement of and for such Incentive
Year on the assumption that the performance objectives of the Corporation
for the Incentive Year as determined by the Human Resources Committee will
in each case be fully achieved.
3. ADMINISTRATION AND GENERAL CONDITIONS
(a) The Plan shall be administered by the Human Resources Committee.
(b) As soon as practicable after the commencement of each Incentive Year,
the Human Resources Committee shall consult with the Chief Executive
Officer of CoreStates and shall determine the Eligible Participants and the
Target Award for each Eligible Participant. The Human Resources Committee
may during any Incentive Year revise the Target Award for an Eligible
Participant based on changes in such person's salary grade,
responsibilities or other factors, but in no case shall the revised Target
Award result in an award opportunity in excess of the Maximum Award
allowable under the Plan.
(c) The Human Resources Committee shall adopt such rules and procedures
and shall make such determinations and interpretations of the Plan
thereunder as it shall deem desirable. All such rules, procedures and
determinations shall be conclusive and binding upon all parties.
(d) Classification as an Eligible Participant or determination of a
Target Award shall not in themselves be deemed to create any rights or
interests under the Plan, and the interest of an Award Recipient in the
Plan shall not be assignable either by voluntary or involuntary assignment
or by operation of the law.
(e) An award under the Plan shall not confer any right on the Award
Recipient to continue in the employ of the Corporation or limit in any way
the right of the Corporation to terminate employment at any time.
(f) The Plan shall be effective as of January 1, 1995, subject to
approval by CoreStates' shareholders, and shall continue from year to year
until terminated by the Board of Directors.
(g) The Board of Directors may amend, suspend or terminate the Plan at
any time, but may in no way reduce amounts previously awarded under the
Plan and to which Award Recipients are entitled.
4. DETERMINATION OF AWARDS
The selection among Eligible Participants for awards and the amount of the
award to each such Eligible Participant shall be determined by the Human
Resources Committee after consultation with the Chief Executive Officer. The
Human Resources Committee shall determine the amount of the award to the Chief
Executive Officer. The actual award paid to an Eligible Participant shall not
exceed either 150% of her or his Target Award, or the Maximum Award allowable
under the Plan.
With respect to the determination of the amount of any awards for any
Incentive Year, the Human Resources Committee may take into account the
profitability of the operation of the Corporation in comparison with a prior
year or years and/or in comparison with other corporations and/or generally
prevailing economic conditions, the presence or absence of nonrecurring or
extraordinary items of income, gain, expense or loss (including security gains
and losses) and any and all other factors which, in its sole discretion, it may
deem relevant. Such factors may result in the Human Resources Committee
adjusting the amount of any awards paid downward, but in no case will upward
adjustments be made.
A-2
<PAGE>
5. PERFORMANCE OBJECTIVES
The Human Resources Committee no later than 90 days after the commencement of
the Incentive Year shall determine the performance objectives for the Incentive
Year.
The Human Resources Committee shall determine the quantitative objectives
(i.e. earnings per share, net income after capital charge, return on equity,
return on assets, return on investment, total shareholder return), and the
qualitative objectives, if any, for the Incentive Year. The weighting of the
selected objectives shall also be determined by the Human Resources Committee.
6. PAYMENT OF AWARDS
Awards shall be payable in cash as soon as practicable after the consolidated
financial results and the assessment of achievement of qualitative objectives,
if any, for the Corporation have been determined and certified.
At the discretion of the Human Resources Committee, an Award Recipient may
request that any amount shall be deferred in such manner and subject to such
conditions as the Human Resources Committee shall determine. Such request shall
be made in writing in accordance with guidelines adopted by the Human Resources
Committee to conform with applicable tax law. Any such deferred awards shall be
retained as part of the general assets of the Corporation. Interest shall be
credited annually on any deferred amounts at a reasonable rate established from
time to time by the Human Resources Committee. Interest credits shall be
payable in the same manner as amounts elected to be deferred by the Award
Recipient.
7. APPLICABLE TAXES
Payment of all awards hereunder shall be subject to withholding of all
Federal, state or local taxes which, by law, must be withheld in respect to
such payment.
A-3
<PAGE>
CORESTATES FINANCIAL CORP--PROXY FOR COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 18, 1995
The undersigned holder of Common Stock of CoreStates Financial Corp
("CoreStates") hereby appoints Buntzie Ellis Churchill, Park B. Dilks, Jr. and
G. Willing Pepper and each of them, jointly and severally, proxies with power
of substitution, to vote, as designated on the reverse, all shares of Common
Stock held by the undersigned at the annual meeting of the shareholders of
CoreStates to be held at 8:30 A.M., Philadelphia time, on Tuesday, April 18,
1995 in the Grand Ballroom at the Hotel Atop the Bellevue, 1415 Chancellor
Court, Broad and Walnut Streets, Philadelphia, Pennsylvania, and at any
adjournments thereof, with all the powers the undersigned would possess if
personally present. Receipt of the Notice and Proxy Statement, dated March 15,
1995, and the Annual Report to Shareholders for 1994 is hereby acknowledged.
Election of Directors, Nominees:
George A.Butler, Carlton E. Hughes
Ernest E. Jones, Herbert Lotman
George V. Lynett, Seymour S. Preston, III
------------------
SEE REVERSE SIDE
------------------
<PAGE>
PLEASE MARK YOUR ++++ +
[X] VOTES AS IN THIS + +
EXAMPLE. + ++++++
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED ON THE REVERSE HEREOF AND FOR ITEMS 2 AND 3.
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ON THE REVERSE
HEREOF AND FOR ITEMS 2 AND 3.
- - --------------------------------------------------------------------------------
1. Election of Directors.(see reverse)
FOR WITHHELD
all nominees for all
(except as marked below) nominees
[_] [_]
For, except vote withheld from the following nominee(s) only:
- - -------------------------------------------------------------
2. Approve the Incentive Compensation Plan for Designated Executives.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Ratify selection of Ernst & Young LLP as the Corporation's independent
auditors for the fiscal year ending December 31, 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. The proxies are authorized to vote in their discretion upon the transaction
of such other business as may properly come before the meeting and any
adjourn-ments thereof.
If you receive more than one Annual Report at the address set forth on this
proxy card and have no need for the extra copy(ies), please check the box at
the right. This will not affect the distribution of dividends or proxy
statements. [_]
SIGNATURE(S)_____________ DATE________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
