<PAGE>
Page 1 of
Exhibit Index is on page 11
As filed with the Securities and Exchange Commission on November 21, 1996
Registration No 33-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CORESTATES FINANCIAL CORP
-------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1899716
------------ ----------
(State of incorporation) (IRS Employer
Identification No.)
Philadelphia National Bank Building
Broad and Chestnut Streets 19107
Philadelphia, PA -----
- ----------------------------------- (Zip Code)
(Address of Principal Executive
Offices)
QUESTPOINT SAVINGS PLAN
-----------------------
(Full title of the plan)
---------------------------
David T. Walker, Esq.
CoreStates Financial Corp
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, PA 19101
(215) 973-5680
(Name, address and telephone number of agent for service)
--------------------
Copy to:
Vernon Stanton, Jr.
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
11th Floor
1345 Chestnut Street
Philadelphia, PA 19107-3496
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee(1)
Registered(1) Per Share(2) Offering
Price(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $51.75 $51,750,000 $15,681.80
par value $1.00 shares
per share
================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan.
(2) Calculated pursuant to Rule 457(c). Computed based upon $51.75 per share,
the average of the high and low prices of a share of Common Stock of the
Registrant reported in the New York Stock Exchange consolidated reporting
system on November 18, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
(Not required to be filed as part of this
registration statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Corestates Financial Corp (the "Registrant") hereby incorporates the
following documents into this registration statement by reference:
(a) The Registrant's latest Annual Report filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 or the latest Prospectus
filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933 and the
Plan's latest Annual Report filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, which contains, either directly or by
incorporation by reference, certified financial statements for the Registrant's
latest fiscal year for which such statements have been filed; and
(b) The Registrant's Current Reports on Form 8-K dated
January 8, 1996, January 17, 1996, April 3, 1996, April 9, 1996, April 17, 1996,
June 13, 1996, June 28, 1996, July 17, 1996 and October 16, 1996;
(c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year covered
by the Annual Reports or the Prospectus referred to in (a) above; and
(d) The description of the Registrant's Capital Stock which is
contained in the Prospectus included in the Registration Statement of CoreStates
Financial Corp on Form S-4 (No. 33-300067), under "Description of Capital
Stock."
All reports subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this
-1-
<PAGE>
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Pennsylvania Business Corporation Law ("PBCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) by reason of the fact
that the person is or was a representative of the corporation (or is or was
serving at the request of the corporation as a representative of another
corporation) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The PBCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
threatened, pending or completed derivative action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to such corporation
unless the court of common pleas of the judicial district embracing the county
in which the registered office of the corporation is located or the court in
which such action was bought determines upon application that such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
The PBCL provides that the indemnification described above shall not
be deemed exclusive of other indemnification that may be granted by a
corporation pursuant to its By-Laws,
-2-
<PAGE>
disinterested directors' vote, shareholders' vote, agreement or otherwise;
provided that the indemnification shall not be made in any case where the act or
- --------
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
The PBCL also empowers corporations to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.
The Articles of Incorporation of CoreStates Financial Corp (the
"Registrant") provide that no director or officer of the Registrant, as such,
shall be personally liable to the Registrant or its shareholders for monetary
damages for any action taken, or any failure to take any action, except where
the director or officer (a) has breached or failed to perform the duties of his
or her office under the Registrant's Articles of Incorporation, By-laws or
applicable provisions of law and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness, (b) is responsible or liable
pursuant to a criminal statute or (c) is responsible or liable for the payment
of taxes pursuant to local, state or federal law.
Pursuant to the Registrant's By-laws, the Registrant is obligated to
indemnify an Indemnified representative (as defined below) against any Liability
(as defined below) incurred in connection with any Proceeding (as defined below)
in which the Indemnified representative may be involved as a party or otherwise,
by reason of the fact that such person is or was serving in an Indemnified
capacity (as defined below), including, without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act giving
rise to strict or products Liability, except:
(i) where such indemnification is expressly prohibited by
applicable law, or
(ii) where the conduct of the Indemnified representative has been
determined to constitute willful misconduct or recklessness within the meaning
of 42 Pa.C.S. ((S)) 8365(b) (now a reference to PBCL ((S)) 1746(b)) or any
superseding provision of law, sufficient in the circumstances to bar
indemnification against Liabilities arising from the conduct.
-3-
<PAGE>
For purposes of the foregoing,
"Indemnified capacity" means any and all past, present and future
service by an indemnified representative in one or more capacities as a
director, officer, employee or agent of the Registrant, or, at the request of
the Registrant, as a director, officer, employee, agent, fiduciary or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise;
"Indemnified representative" means any and all directors and officers
of the Registrant and any other person designated as an indemnified
representative by the Board of Directors of the Registrant (which may, but need
not, include any person serving at the request of the Registrant, as a director,
officer, employee, agent, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise);
"Liability" means any damage, judgment, amount paid in settlement,
fine, penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or other cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and
"Proceeding" means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Registrant, a class of its security holders or
otherwise.
The Registrant's By-laws provide that to further effect, satisfy or
secure indemnification obligations, the Registrant may maintain insurance,
obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow,
cash collateral or other fund or account, enter into indemnification agreements,
pledge or grant security interests in any assets or properties of the
Registrant, or enter into any other arrangement as the Board of Directors of the
Registrant deems appropriate.
The By-laws also specify that the right to indemnification provided
thereby is a contract right and entitle the persons to be indemnified to be
reimbursed for the expense of prosecuting any such claim against the Registrant
and to have all expenses incurred in advance of the final disposition of a
proceeding paid by the Registrant upon the receipt of an undertaking by or on
behalf of such persons to repay such amounts if it ultimately is determined in
an arbitration proceeding conducted pursuant to the Registrant's By-laws that
such persons are not entitled to be indemnified by the Registrant. The rights
to indemnification and advancement of expenses granted pursuant to the By-laws
continue as to a person who has ceased to be an
-4-
<PAGE>
Indemnified representative in respect of matters prior to such time and inure to
the benefit of representatives of such a person.
Any dispute related to the right to indemnification or advancement of
expenses as indemnification for liabilities arising under the Securities Act of
1933 which the Registrant has undertaken to submit to a court for adjudication
shall be decided only by arbitration in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association. Any
award entered by the arbitrators shall be final, binding and nonappealable and
judgement may be entered thereon by any party in accordance with applicable law
in any court of competent jurisdiction.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 The Registrant has submitted or will submit the QuestPoint
Savings Plan and any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify such Plan.
23 Consents of Independent Auditors
24 Powers of Attorney
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 (the "Securities Act");
(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.
-5-
<PAGE>
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 value 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; and
(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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for purposes of determining 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 the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned Registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(a) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the
-6-
<PAGE>
foregoing provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
-7-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, 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, hereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on
November 21, 1996.
CORESTATES FINANCIAL CORP
By: /s/ Terrence A. Larsen
------------------------------
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Terrence A. Larsen Director, Chairman of November 21, 1996
- ------------------------- the Board and Chief
Terrence A. Larsen Executive Officer
/s/ Christopher J. Carey Chief Financial November 21, 1996
- ------------------------- Officer (Principal Financial
Christopher J. Carey Officer and Principal
Accounting Officer)
Director November 21, 1996
- -------------------------
Robert W. Cardy
Director November 21, 1996
- -------------------------
Carlton E. Hughes
*
Director November 21, 1996
- -------------------------
Ernest E. Jones
-8-
<PAGE>
Director November 21, 1996
- -----------------------------
Herbert Lotman
*
Director November 21, 1996
- -----------------------------
George V. Lynett
*
Director November 21, 1996
- -----------------------------
Marlin Miller, Jr.
*
Director November 21, 1996
- -----------------------------
Samuel A. McCullough
*
Director November 21, 1996
- -----------------------------
Patricia A. McFate
- ----------------------------- Director November 21, 1996
Lawrence R. Pugh
*
- ----------------------------- Director November 21, 1996
James M. Seabrook, Sr.
*
- ----------------------------- Director November 21, 1996
Raymond W. Smith
*
- ----------------------------- Director November 21, 1996
George Strawbridge, Jr.
*
- ----------------------------- Director November 21, 1996
Peter S. Strawbridge
*
- ----------------------------- Director November 21, 1996
Judith M. von Seldeneck
* by /s/ Lucinda Gannon, Esq.
------------------------
Attorney-In-Fact
-9-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the QuestPoint Savings Plan ("Plan") has duly caused this
registration statement to be signed on behalf of the Plan by the undersigned,
thereunder duly authorized, on November 21, 1996.
QUESTPOINT SAVINGS PLAN
By: /s/ Maureen Pugh
---------------------------------
Title: Plan Administrator
-10-
<PAGE>
EXHIBIT INDEX
-------------
Description Number Page
- ----------- ------ ----
Consent of Coopers & Lybrand 23.1 12-14
Consent of Ernst and Young LLP 23.2
Consent of KPMG Peat Marwick LLP 23.3
Powers of Attorney 24 15-27
-11-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of CoreStates Financial Corp of our report, which includes an
explanatory paragraph related to a change in the method of accounting for
investments in 1993, dated January 19, 1994, on our audit of the consolidated
financial statements of Independence Bancorp, Inc. as of and for the year ended
December 31, 1993, incorporated by reference in CoreStates Annual Report on Form
10-K for the year ended December 31, 1995.
/s/ Coopers & Lybrand LLP
Philadelphia, Pennsylvania
November 20, 1996
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Questpoint Savings Plan of CoreStates Financial
Corp of our report dated January 17, 1996, except for Note 2, as to which the
date is April 9, 1996, with respect to the consolidated financial statements of
CoreStates Financial Corp included in its Current Report on Form 8-K dated June
13, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
November 15, 1996
<PAGE>
Exhibit 23.3
Consent of Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (Questpoint Savings Plan) of CoreStates Financial Corp of the following
reports:
Our report dated January 17, 1996, except as to note 2, which is as of February
23, 1996, with respect to the consolidated balance sheets of Meridian Bancorp,
Inc. and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income changes in shareholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1995. The
report of KPMG Peat Marwick LLP covering the aforementioned financial statements
contains an explanatory paragraph which discusses that Meridian Bancorp, Inc.
adopted the provisions of the Financial Accounting Standards Board's Statements
of Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities, and No. 112, Employers' Accounting for
Postemployment Benefits, in 1994, and No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, and No. 109, Accounting for Income
Taxes, in 1993.
Our report dated January 16, 1996, except for note 20, which is as of February
23, 1996, with respect to the consolidated balance sheets of United Counties
Bancorporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, changes in stockholders' equity and
cashflows, for each of the years in the three-year period ended December 31,
1995. The report of KPMG Peat Marwick LLP covering the aforementioned financial
statements contains an explanatory paragraph which discusses that United
Counties Bancorporation adopted the provisions of the Financial Accounting
Standards Board's Statements of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities, in 1994, and
No. 109, Accounting for Income Taxes, in 1993.
Our report dated March 16, 1994, except as to the third paragraph of Note 1 and
the last paragraph of Note 16 which are as of July 19, 1994, relating to the
consolidated statements of operations, changes in shareholders' equity and cash
flows of Constellation Bancorp and subsidiaries for the year ended December 31,
1993, which report appears in the 1995 Annual Report on Form 10-K of Corestates
Financial Corp. Our report refers to a restatement of the 1993 financial
statements to remove merger-related charges, and to a change in accounting for
postretirement benefits other than pensions, income taxes and certain
investments in debt and equity securities in 1993.
/s/ KPMG Peat Marwick LLP
November 20, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of October, 1996.
/s/ Robert W. Cardy
-------------------------------------
(Signature)
ROBERT W. CARDY
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of October, 1996.
/s/ Chris Carey
-------------------------------------
(Signature)
CHRIS CAREY
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
----
of October, 1996.
/s/ Ernest E. Jones
-------------------------------------
(Signature)
ERNEST E. JONES
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of October, 1996. ----
/s/ Terrence A. Larsen
-------------------------------------
(Signature)
TERRENCE A. LARSEN
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of October, 1996. ----
/s/ George V. Lynett
-------------------------------------
(Signature)
GEORGE V. LYNETT
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of October, 1996.
/s/ Patricia A. McFate
-------------------------------------
(Signature)
PATRICIA A. MCFATE
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary
or advisable to enable CoreStates Financial Corp (the "Corporation") to comply
with the Securities Act of 1933, and the rules, regulations and requirements
of the Securities and Exchange Commission in connection with the registration
under said Act of Common Stock of the Company to be offered pursuant to the
QuestPoint Savings Plan as well as interests in the Plan, including but not
limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the under-
signed would be appropriate, a registration statement on Form S-8 and any and
all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done
as fully and effectually in all respects as the undersigned could do if
personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
----
of October, 1996.
/s/ Samuel A. McCullough
-------------------------------------
(Signature)
SAMUEL A. MCCULLOUGH
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen
and Lucinda Gannon, Esquire, and each of them, his attorney to do any all
acts, including the execution of documents, which said attorney may deem
necessary or advisable to enable CoreStates Financial Corp (the "Corporation")
to comply with the Securities Act of 1933, and the rules, regulations and
requirements of the Securities and Exchange Commission in connection with
the registration under said Act of Common Stock of the Company to be offered
pursuant to the QuestPoint Savings Plan as well as interests in the Plan,
including but not limited to the power and authority to sign in the name and
on behalf of the undersigned, in any and all capacities in which the signature
of the undersigned would be appropriate, a registration statement on Form S-8
and any and all post-effective amendments thereto for filing with the Securi-
ties and Exchange Commission under the Securities Act of 1933 with respect to
such securities, and generally to do and perform all things necessary to be
done as fully and effectually in all respects as the undersigned could do if
personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
----
of October, 1996.
/s/ Marlin Miller Jr.
-------------------------------------
(Signature)
MARLIN MILLER JR.
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
----
of October, 1996.
/s/ James M. Seabrook
-------------------------------------
(Signature)
JAMES M. SEABROOK
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
----
of October, 1996.
/s/ Raymond Smith
-------------------------------------
(Signature)
RW SMITH
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
----
of October, 1996.
/s/ George Strawbridge
-------------------------------------
(Signature)
GEORGE STRAWBRIDGE
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of October, 1996. ----
/s/ Peter S. Strawbridge
-------------------------------------
(Signature)
PETER S. STRAWBRIDGE
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
QuestPoint Savings Plan
The undersigned does hereby constitute and appoint Terrence A. Larsen and
Lucinda Gannon, Esquire, and each of them, his attorney to do any all acts,
including the execution of documents, which said attorney may deem necessary or
advisable to enable CoreStates Financial Corp (the "Corporation") to comply with
the Securities Act of 1933, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration under
said Act of Common Stock of the Company to be offered pursuant to the QuestPoint
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of October, 1996. ----
/s/ Judith M. VonSeldeneck
-------------------------------------
(Signature)
JUDITH M. VON SELDENECK
-------------------------------------
(Print Name)
