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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 Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CoreStates Financial Corp
PO Box 7618
Philadelphia PA 19101-7618
215 973 3546
TERRENCE A. LARSEN [LOGO]
Chairman and CoreStates
Chief Executive Officer
April 19, 1996
Dear Shareholder:
CoreStates' Annual Meeting of Shareholders will be held on Tuesday, May
21, at 8:30 a.m. in the Ormandy Ballroom at the Doubletree Hotel located
at Broad and Locust Streets, Philadelphia, Pennsylvania. You are cordially
invited to attend.
As highlighted in the annual report we mailed last month, the past year
and a half has been an extraordinary time of accelerated change for
CoreStates. We passed yet another milestone with the completion of the
Meridian merger on April 9, and we welcome the new shareholders this has
brought to CoreStates.
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]
CORESTATES
FINANCIAL CORP
PO Box 7618
Philadelphia, PA 19101-7618
April 19, 1996
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 21, 1996
Notice is hereby given that the Annual Meeting of Shareholders of CoreStates
Financial Corp ("CoreStates") will be held in the Ormandy Ballroom at the
Doubletree Hotel, located at Broad and Locust Streets, Philadelphia,
Pennsylvania, at 8:30 A.M. Philadelphia time, on Tuesday, May 21, 1996 for the
following purposes:
1. To elect five directors;
2. To ratify the selection of Ernst & Young LLP as CoreStates'
independent auditors for the fiscal year ending December 31, 1996;
and
3. To transact such other business as may properly come before the
meeting.
Only those shareholders of record at the close of business on April 12, 1996
shall be entitled to vote at the meeting.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING ON MAY 21,
1996, 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/ William L. Gaunt
William L. Gaunt
Secretary
<PAGE>
[LOGO]
CORESTATES
FINANCIAL CORP
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 May 21, 1996 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 April
19, 1996, 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 April 12, 1996 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 April 12,
1996, there were issued and outstanding 222,022,118 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 has determined that the number of
directors of CoreStates shall be fifteen (15). 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. Five nominees, as set forth below, are to be elected at this Annual
Meeting to hold office until the 1999 Annual Meeting and until their
successors are elected and qualified. The remaining 10 directors will continue
to serve as set forth below. Each nominee is presently a director of
CoreStates.
Pursuant to the Agreement and Plan of Merger dated as of October 10, 1995 by
and between Meridian Bancorp, Inc. ("Meridian") and CoreStates, CoreStates
agreed to fix the size of the Board of Directors at 15 members, to
reconstitute the Board of Directors to consist of ten of the directors of
CoreStates prior to the effective time of the merger of Meridian with and into
CoreStates (the "Merger") and to cause five of the directors of Meridian to be
appointed as directors of CoreStates at, or as promptly as practicable, after
the
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effective time of the Merger. The Merger was effective on April 9, 1996 and
the CoreStates Board of Directors was reconstituted on that date. The ten
CoreStates directors are: Carlton E. Hughes, Ernest E. Jones, Terrence A.
Larsen, Herbert Lotman, George V. Lynett, Patricia A. McFate, Marlin E.
Miller, James M. Seabrook, Raymond W. Smith and Peter S. Strawbridge. The five
former Meridian directors appointed to the CoreStates Board of Directors were
Robert W. Cardy, Samuel A. McCullough, Lawrence R. Pugh, Judith M. von
Seldeneck and George Strawbridge, Jr. As part of the reconstitution of the
Board of Directors, George A. Butler, Nelson G. Harris, John A. Miller,
Stephanie W. Naidoff, Seymour S. Preston, III, J. Lawrence Shane and Harold A.
Sorgenti resigned as directors of CoreStates at the effective time of the
Merger. On April 16, 1996, Ernest E. Jones and Marlin E. Miller resigned as
CoreStates' directors with terms of service ending in 1998 and 1996,
respectively, so that they could be reappointed to terms of service expiring
in 1997. Shirley A. Jackson resigned in May 1995.
In the absence of instructions to the contrary, shares of CoreStates Common
Stock represented by properly executed proxies will be voted for the five
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 March 31, 1996, giving effect to the
conversion of Meridian common stock into CoreStates Common Stock which took
place at the effective time of the Merger. 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.
NOMINEE DIRECTORS--TERM EXPIRES 1999
Terrence A. Larsen, 49, Director since 1986. 842,722 Shares(/1/)
Chairman and Chief Executive Officer of CoreStates;
[PHOTO] Chairman of CoreStates Bank, N.A.; prior to August 1994,
Chairman, President, and Chief Executive Officer of
CoreStates, and CoreStates Bank, N.A.
Samuel A. McCullough, 57, Director since 1996. 424,905 Shares(/2/)
President and Chief Operating Officer of CoreStates from
April 16, 1996; Chairman, Chief Executive Officer and
[PHOTO] Director of Meridian until April 9, 1996; also, President
of Meridian from May 1, 1995; Chairman, and Director, of
Meridan Bank from April 1986 until April 9, 1996.
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Patricia A. McFate, 63, Director since 1976. 4,600 Shares
Senior Scientist and Program Director, Center for
[PHOTO] National Security Negotiations of Science Applications
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.
Raymond W. Smith, 58, Director since 1984. 4,608 Shares(/3/)
Chairman, Chief Executive Officer and Director of Bell
[PHOTO] Atlantic Corporation (telecommunications and services
corporation); and Director of USAir (commercial
aviation).
George Strawbridge, Jr., 58, Director since 1996.
5,436,237 Shares(/4/)
Private Investor, Adjunct Professor of Widener
[PHOTO] University; owner of Augustin Stables; Director of
Campbell Soup Company; Director of Meridian until April
9, 1996.
CONTINUING DIRECTORS--TERM EXPIRES 1998
Robert W. Cardy, 59, Director since 1996. 980 Shares
Chairman, President, Chief Executive Officer and
Director, Carpenter Technology Corp. (specialty steel and
[PHOTO] alloys manufacturer) since July 1, 1992; prior thereto,
President, Chief Operating Officer and Director,
Carpenter Technology Corp. from November 1, 1990;
Director of Meridian until April 9, 1996.
Carlton E. Hughes, 64, Director since 1978. 10,637 Shares(/5/)
Chairman and Director of Stewart-Amos Steel, Inc.
[PHOTO] (structural steel fabrication); former President,
Treasurer and Director of Stewart-Amos Equipment Co.;
Director of Irex Corporation and Arnold Industries, Inc.
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Herbert Lotman, 62, Director since 1990. 82,829 Shares(/6/)
Chairman and Chief Executive Officer of Keystone Foods
[PHOTO] Corporation (food manufacturing and distribution);
Director of Getty Petroleum Corporation and PCI Services,
Inc.
George V. Lynett, 52, Director since 1995. 32,338 Shares(/7/)
Publisher, The Scranton Times (newspaper company);
[PHOTO] Secretary/Treasurer, Shamrock Communications, Inc.;
President, Towanda Daily Review; and Vice President,
Wyoming County Press, Inc.
Lawrence R. Pugh, 63, Director since 1996. 2,225 Shares
Chairman and Director of VF Corp. (apparel manufacturer);
prior to January 1, 1996, Chairman, Chief Executive
[PHOTO] Officer and Director of VF Corp.; Director of Black &
Decker, Unum Corporation, Mercantile Stores Company, Inc.
and, until April 9, 1996, Meridian.
CONTINUING DIRECTORS--TERM EXPIRES 1997
Ernest E. Jones, 51, Director since 1992. 761 Shares
[PHOTO] Executive Director of Greater Philadelphia Urban Affairs
Coalition.
Marlin Miller, Jr., 62, Director since 1988. 18,449 Shares(/8/)
President, Chief Executive Officer, and Director of Arrow
[PHOTO] International, Inc. (a manufacturer of medical products);
Director of Carpenter Technology Corp.
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James M. Seabrook, 62, Director since 1994. 7,056 Shares(/9/)
Chairman and Chief Executive Officer of Seabrook Brothers
[PHOTO] & Sons, Inc. (frozen food processor); Director of Bell
Atlantic New Jersey, New Jersey Manufacturers Insurance
Company, and New Jersey Re-Insurance Company.
Peter S. Strawbridge, 57, Director since 1979. 2,172 Shares
President and Director of Strawbridge & Clothier
[PHOTO] (regional merchandising corporation).
Judith M. von Seldeneck, 55, Director since 1996.
1,927 Shares(/1//0/)
President and Chief Executive Officer of The Diversified
[PHOTO] Search Companies (an executive search firm); Director of
Keystone Corporation, Tasty Baking Company and, until
April 9, 1996, Meridian.
Notes to Nominee and Continuing Director Information
(1) This includes 732,232 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, 4,146 are registered in the
name of his son, 2,025 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. 67,025 of the
Shares registered as beneficially owned by Mr. Larsen are registered in
the joint names of Mr. Larsen and his wife. 5 Shares are held for Mr.
Larsen by CoreStates Bank, N.A. as trustee under the CoreStates Savings
Plan.
(2) This includes 246,960 Shares which Mr. McCullough has the right to acquire
immediately pursuant to presently exercisable stock options. Of the Shares
reported as beneficially owned by Mr. McCullough, 169 are registered in
Mr. McCullough's name as custodian for his daughter and 88 Shares are
registered in the name of his wife. 78,113 Shares are held for Mr.
McCullough by Meridian Trust Company, as trustee under the Meridian
Savings Plan. 131 Shares are held under the Meridian Employee Stock
Ownership Plan (ESOP).
(3) 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.
(4) This includes: (i) 5,145,379 Shares reported as beneficially owned by Mr.
G. Strawbridge which are held by a trust of which Mr. Strawbridge is co-
trustee and has the power to revoke, 6,125 Shares held by a trust
revocable by Mrs. Strawbridge of which Mr. Strawbridge is co-trustee and
123 Shares held jointly with one of his children; (ii) 18,731 Shares held
by a trust created by Mr. Strawbridge's adult children of which he is a
co-trustee with respect to 6,418 Shares. He disclaims beneficial ownership
of all such Shares and (iii) 265,879 Shares held by various trusts for the
benefit of members of his family of which he is the co-trustee. He
disclaims beneficial ownership of these Shares.
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(5) 725 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.
(6) 41,081 of the Shares reported as beneficially owned by Mr. Lotman are
owned by his wife. Mr. Lotman disclaims beneficial ownership of such
Shares.
(7) 192 of the Shares reported as beneficially owned by Mr. Lynett are owned
by his wife. 8,596 of the Shares reported as beneficially owned are
registered in the name of his children, as to which Mr. Lynett disclaims
beneficial ownership. Mr. Lynett also owned 7,825 shares of Meridian
common stock which were exchanged for 9,585 Shares at the effective time
of the Merger.
(8) 1,600 of the Shares reported as owned by Mr. Miller are owned by his wife.
Mr. Miller disclaims beneficial ownership of such Shares. Mr. Miller also
owned 1,000 shares of Meridian common stock which were exchanged for 1,225
Shares at the effective time of the Merger.
(9) 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.
(10) 1,604 of the Shares reported as beneficially owned by Ms. von Seldeneck
are registered in her name as custodian for Kevin Clay von Seldeneck.
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 March 31, 1996, giving effect to the conversion
of Meridian common stock into CoreStates Common Stock which took place at the
effective time of the Merger, the number of shares of CoreStates Common Stock
beneficially owned, including shares which may be purchased through
unexercised options, by the executive officers of CoreStates named in the
Summary Compensation Table on page 16 except in respect to Mr. Larsen whose
share ownership is reported above in the information concerning directors:
Charles L. Coltman, III 314,422 Shares
Charles P. Connolly, Jr. 157,594 Shares
Robert N. Gilmore 175,890 Shares
Rosemarie B. Greco 247,415 Shares
At March 31, 1996, giving effect to the conversion of Meridian common stock
into CoreStates Common Stock which took place at the effective time of the
Merger, the directors and executive officers of CoreStates as a group
beneficially owned 7,935,904 shares of CoreStates Common Stock which
represents approximately 3.58% of all outstanding shares. Mr. George
Strawbridge, Jr. owned 2.45% of the outstanding shares. No other director or
officer beneficially owned more than 1% of the outstanding shares.
Included in the share amounts shown are 3,710 shares held for Mr. Coltman, 5
shares held for each of Mr. Connolly, Mr. Gilmore and Ms. Greco and 84,673
shares held for the other executive officers (other than Mr. Larsen) as a
group by either CoreStates Bank, N.A., as trustee under the CoreStates Savings
Plan or Meridian Trust Company, as trustee under the Meridian Savings Plan, as
the case may be. Also included are options to acquire shares (exercisable
immediately or within 60 days after March 31, 1996) held by: Mr. Coltman--
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281,091; Mr. Connolly--141,329; Mr. Gilmore--161,805; Ms. Greco-- 230,507 and
the other executive officers (other than Mr. Larsen) of CoreStates as a
group--362,975. The named individuals have sole voting and investment powers
with respect to the shares owned.
As of April 12, 1996, to CoreStates' knowledge, there are no beneficial
owners of more than 5% of CoreStates Common Stock.
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, 1995 through December 31, 1995, all filing requirements applicable
to its officers and directors were complied with, except that two reports were
amended in October 1995 for Mr. Sorgenti and Mr. Smith for clerical errors in
reporting fractional shares as being owned that were actually sold.
DIRECTORS' MEETINGS, COMMITTEES AND COMPENSATION
In 1995, twelve meetings of the Board of Directors of CoreStates were held.
Each incumbent director who served as a director of CoreStates during 1995
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
Corporate Governance Committee, the membership and functions of each of which
are described below.
The Audit Committee in 1995 consisted of Dr. McFate and Messrs. Hughes, M.
Miller, Preston (Chairman) and Shane. During 1995, 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 and signing of such reports on
behalf of the Board of Directors; 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 of CoreStates.
The Human Resources Committee in 1995 consisted of Messrs. Lotman, M.
Miller, Preston, Smith (Chairman) and P. Strawbridge. During 1995, the Human
Resources Committee held two meetings. The Human Resources Committee's
function was 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 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 Corporate Governance Committee in 1995 consisted of Messrs. Hughes
(Chairman), Jones, J. Miller, M. Miller and Dr. McFate. During 1995 the
Corporate Governance Committee held six meetings. The Corporate Governance
Committee's function was 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
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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
Exchange Act (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 had, during 1995, the following additional
committees: Executive Committee, Banking Related Committee, Investment and
Funding Committee, Corporate Community Development Committee (formerly the
Urban Affairs Committee) and Trust Committee. On April 16, 1996, the
CoreStates' Board delegated matters handled by the Corporate Community
Development Committee, the Trust Committee and Banking Related Committee to
the CBNA Board of Directors with oversight by the CoreStates' Board.
On April 16, 1996, the membership of the Audit Committee, the Human
Resources Committee and the Corporate Governance Committee was changed as
follows: The Audit Committee members are Robert W. Cardy, Carlton E. Hughes,
Patricia A. McFate (Chairman) and Marlin Miller, Jr. The Human Resources
Committee members are Robert W. Cardy, Herbert Lotman, Marlin Miller, Jr.,
James M. Seabrook, Raymond W. Smith and Judith M. von Seldeneck (Chairman).
The Corporate Governance Committee members are Ernest E. Jones (Chairman),
Herbert Lotman, George V. Lynett, James M. Seabrook, George Strawbridge, Jr.
and Judith M. von Seldeneck.
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 1995 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 1995 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.
In April 1996 the fees for non-employee directors were changed to provide an
annual retainer of $32,500 in a fixed sum, in addition to the 200 shares of
Common Stock of CoreStates pursuant to the Stock Compensation Plan for Non-
Employee Directors. Meeting fees were reduced to $500 for each meeting of the
Board of Directors and each meeting of any Committee of the Board of
Directors. The Chairman of the Audit Committee will continue to receive an
annual fixed sum of $8,000 and the annual fixed sum paid to the Chairman of
each other Committee of the Board of Directors was changed to $5,000. The
$5,000 annual fixed sum paid to each member of the Audit Committee remains
unchanged.
Directors of CoreStates who are also directors of CoreStates Bank, N.A.
("CBNA"), received for services rendered to CBNA in 1995 an annual retainer of
$7,500 and a fee of $750 for attendance at each meeting of the Board of
Directors of CBNA and, as applicable, each meeting of all Committees of the
Board of Directors of CBNA. When there is a joint meeting of a CoreStates
committee and a CBNA committee, a single fee is
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applicable (which is the higher of the two fees), except for joint meetings of
the Audit Committees where both attendance fees are paid. In addition, the sum
of $2,000 was paid in 1995 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.
In April 1996 the fees for directors of CBNA were changed to provide an
annual retainer of $15,000. The fee for attendance at each meeting of the
Board of Directors of CBNA and, as applicable, each meeting of all Committees
of the Board of Directors of CBNA was reduced to $500. The fee paid to the
Chairman of the CBNA Audit Committee was increased to $5,000 and the fees paid
to the Chairman of each other Committee was increased to $2,500. Each member
of the Audit Committee will receive an annual payment of $2,500.
Directors of CoreStates who were also advisory directors of the CoreStates
Hamilton Bank region of CBNA ("Hamilton") received for services rendered to
Hamilton during the first six months of 1995 a fixed sum of $2,500 for that
six month period and a fee of $750 for attendance at each meeting of the
Advisory Board of Directors of Hamilton and, as applicable, each meeting of
all committees of the Hamilton Advisory Board. During the first six months of
1995, directors of CoreStates who were 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. As a result of CoreStates'
redesign process, the compensation paid to Advisory Board Directors was
changed. Effective July 1, 1995, Directors of CoreStates who were also
Advisory Directors of Hamilton Bank received an annual honorarium of $1,000 to
be paid annually in lieu of retainers and attendance fees.
One director of CoreStates, 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 1995 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 has been 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. During the first six months of 1995, directors of
CoreStates who also served as advisory directors of Hamilton were entitled to
defer fees paid for services rendered to Hamilton under the Directors'
Deferred Plan.
9
<PAGE>
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 1995 under the plan
in respect to Messrs. Hughes and Miller were, respectively, $12,582 and
$9,638.
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.
EXECUTIVE COMPENSATION
HUMAN RESOURCES COMMITTEE REPORT
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS FOR 1995
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 competitors' proxy statements.
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 report directly to him is based on corporate
performance. Eighty percent of the annual award for those who report
10
<PAGE>
to current direct reports of the Chief Executive Officer is based on corporate
performance measured the same way. For 1995 this component of the Plan was
paid at 144% 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.
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 1995 NIACC results exceeded 1995'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 1995 EPS results
also exceeded 1995's goal.
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 CoreStates' 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 an
employee survey of a randomly selected diverse employee group.
The corporate Incentive Compensation Plan payout was determined to be 144%.
INDIVIDUAL PERFORMANCE
Twenty percent of the annual award for employees who report to current
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.
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 1995 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
11
<PAGE>
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 1995 stock option
awards averaged 100% of target for all participants.
IMPACT OF IRS PAY CAP REGULATIONS
CoreStates policy is to make every attempt to comply with Section 162(m) of
the Internal Revenue Service Code. Section 162(m) of the Internal Revenue
Service Code permits CoreStates to deduct compensation paid to a named
executive in excess of $1 million only if such excess qualifies as
"performance based compensation."
SUMMARY
Inherent in CoreStates' effort to create shareholder value are attention to
financial performance and strength, and focused recognition of CoreStates'
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 1995
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
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 Board of Directors' 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.
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 ongoing 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. Although
it is CoreStates' practice to target at the median of the CEO's base salaries
reported in the comparative group, the Human Resources Committee has chosen to
focus on total compensation rather than solely base pay.
ANNUAL INCENTIVE AWARD
100% of the CEO's annual incentive award is based on corporate performance.
For 1995 this was paid at 144% 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 statement section with respect to other executive officers.
12
<PAGE>
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 1995". In February 1995 Mr.
Larsen was granted options based on 100% of the target for his position.
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.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
December 31, 1990 to December 31, 1995
AMONG CoreStates, S&P 500 INDEX AND KBW 50 INDEX
<CAPTION> S&P 500 KBW 50
Measurement period __________ _________ _________
(Fiscal year Covered) CoreStates Index Index
- - --------------------- ---------- --------- ---------
<S> <C> <C> <C>
FYE 1990 $ 100 $ 100 $ 100
FYE 1991 $ 158 $ 130 $ 158
FYE 1992 $ 196 $ 140 $ 202
FYE 1993 $ 187 $ 154 $ 213
FYE 1994 $ 194 $ 156 $ 202
FYE 1995 $ 294 $ 215 $ 324
</TABLE>
14
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
DECEMBER 31, 1990 TO DECEMBER 31, 1995
CFL V. S&P 500 INDEX V. KBW 50 INDEX
<TABLE>
<CAPTION>
DATE CFL S&P 500 KBW 50
- - ---- ---- ------- ------
<S> <C> <C> <C>
4Q90....................................................... 100 100 100
1Q91....................................................... 116 114 127
2Q91....................................................... 125 114 134
3Q91....................................................... 142 120 156
4Q91....................................................... 158 130 158
1Q92....................................................... 149 127 169
2Q92....................................................... 167 129 178
3Q92....................................................... 171 134 174
4Q92....................................................... 196 140 202
1Q93....................................................... 201 146 217
2Q93....................................................... 202 147 216
3Q93....................................................... 204 151 223
4Q93....................................................... 187 154 213
1Q94....................................................... 188 149 209
2Q94....................................................... 188 149 225
3Q94....................................................... 197 156 220
4Q94....................................................... 194 156 202
1Q95....................................................... 242 172 229
2Q95....................................................... 264 188 262
3Q95....................................................... 282 203 304
4Q95....................................................... 294 215 324
5 Year Qtr CGR............................................. 24.1% 16.5% 26.5%
4 Year Qtr CGR............................................. 16.8% 13.3% 19.6%
3 Year Qtr CGR............................................. 14.5% 15.3% 17.1%
2 Year Qtr CGR............................................. 25.6% 18.0% 23.3%
1995 Qtr CGR............................................... 51.4% 37.4% 60.2%
1994 Qtr CGR............................................... 4.2% 1.4% -5.1%
1993 Qtr CGR............................................... -4.9% 10.0% 5.5%
1992 Qtr CGR............................................... 24.2% 7.6% 27.4%
1991 Qtr CGR............................................... 58.0% 30.3% 58.3%
</TABLE>
15
<PAGE>
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ending December 31, 1993,
1994 and 1995, 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 four most highly compensated executive
officers of CoreStates (collectively, the "Named Executives").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
---------------------- ----------------
AWARDS PAYOUTS
NAME AND OTHER ANNUAL ------- -------- ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION OPTIONS LTIP COMPENSATION
POSITION YEAR ($)* ($) ($)** (#)*** ($)**** ($)*****
--------- ---- -------- -------- ------------ ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Terrence A.
Larsen, 1995 $687,981 $575,683 $3,396 148,750 $458,544 $33,750
Chairman and
Chief 1994 670,692 527,710 2,578 119,000 293,543 33,535
Executive
Officer 1993 647,000 483,068 3,373 101,800 287,100 32,350
Rosemarie B.
Greco, 1995 387,308 304,344 76,375 339,073 19,000
President
and Chief 1994 358,077 278,982 2,745 91,650 16,923
Executive
Officer, 1993 327,500 162,360 2,449 27,600 12,365
CoreStates
Bank, N.A.
Charles L.
Coltman, III 1995 387,308 304,344 76,375 127,152 19,000
President
and Chief 1994 297,692 278,982 91,650 66,969 14,885
Operating
Officer 1993 233,923 122,955 2,224 26,750 51,642 11,696
Charles P.
Connolly 1995 275,192 155,866 957 35,125 84,768 13,500
Senior Exec-
utive Vice 1994 238,269 142,877 2,852 45,150 50,203 11,913
President 1993 206,154 99,590 1,898 18,260 51,642 10,269
Robert N.
Gilmore 1995 265,000 118,037 29,625 127,152 13,000
Chief Tech-
nology and 1994 246,154 108,200 35,500 66,969 12,308
Processing
Services
Officer 1993 233,923 113,119 26,750 57,420 11,696
</TABLE>
- - --------
* Annual Salary is reported for the calendar year.
** Other Annual Compensation includes Financial Planning.
*** There was a stock split on October 15, 1993. These represent post split
values.
****Performance Units Awards under prior Long-Term Incentive Plan:
. half of award value net of taxes is paid in cash, the other half in stock
The gross value of Performance Units is a function of closing stock price
on December 29, 1995.
The number of shares granted in the half paid in stock is a function of
the closing stock price on February 20, 1996.
***** 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:
1995: Larsen--$7,500, Greco--$7,500, Coltman--$7,500, Connolly--$7,500,
Gilmore--$7,500.
1994: Larsen--$7,500, Greco--$6,519, Coltman--$7,500, Connolly--$7,500,
Gilmore--$7,500.
1993: Larsen--$11,792, Greco--$7,907, Coltman--$11,696, Connolly--
$10,269, Gilmore--$11,696.
. 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:
1995: Larsen--$26,250, Greco--$11,500, Coltman--$11,500, Connolly--
$6,000, Gilmore--$5,500.
1994: Larsen--$26,035, Greco--$10,404, Coltman--$7,385, Connolly--
$4,413, Gilmore--$4,808.
1993: Larsen--$20,558, Greco--$4,458.
16
<PAGE>
OPTION GRANT TABLE
The following table contains information concerning the grant of stock
options under CoreStates' 1992 Long-Term Incentive Plan to the Named
Executives as of December 31, 1995:
OPTION GRANTS IN 1995*
<TABLE>
<CAPTION>
INDIVIDUAL GRANT DATE
GRANTS VALUE
---------- ---------------
OPTIONS % OF TOTAL OPTIONS EXERCISE BLACK SCHOLES
GRANT GRANTED GRANTED TO EMPLOYEES OR BASE EXPIRATION GRANT DATE
NAME DATE (#) IN 1994 PRICE DATE PRESENT VALUE**
- - ---- ------ ------- -------------------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Terrence A. Larsen...... 2/7/95 148,750 8.476% $28.75 2/7/05 $693,188
Rosemarie B. Greco...... 2/7/95 76,375 4.352 28.75 2/7/05 355,914
Charles L. Coltman, III. 2/7/95 76,375 4.352 28.75 2/7/05 355,914
Charles P. Connolly..... 2/7/95 35,125 2.001 28.75 2/7/05 163,686
Robert N. Gilmore....... 2/7/95 29,625 1.688 28.75 2/7/05 138,055
</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.
** Results produced by the Black Scholes assumptions, below, are reduced by 10%
because the options are nontransferable and 3% for risk of forfeiture:
Expected volatility--15.39%
Risk-free rate of return--5.9%
Dividend yield--3.94%
Time to exercise--10 years
Market Price at Grant--$28.75
OPTION EXERCISES AND YEAR-END TABLE
The following table sets forth information with respect to the Named
Executives, concerning the exercise of options during 1995 and unexercised
options as of December 31, 1995:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT AT 12/29/95
ACQUIRED 12/29/95 (#) ($) ($37.875/SHARE)*
ON VALUE --------------- ---------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- - ---- -------- -------- --------------- ---------------------
<S> <C> <C> <C> <C>
Terrence A. Larsen...... 0 $ 0 583,482/148,750 $9,076,943/$1,357,344
Rosemarie B. Greco...... 14,190 307,746 154,132/76,375 1,905,425/696,922
Charles L. Coltman, III. 8,436 164,634 204,716/76,375 2,197,641/696,922
Charles P. Connolly..... 0 0 106,204/35,125 1,451,638/320,516
Robert N. Gilmore....... 548 10,421 132,180/29,625 1,931,621/270,328
</TABLE>
- - --------
* Values for Larsen, Greco, Coltman, Connolly and Gilmore respectively
represent the cumulative impact of stock options granted over 10, 5, 10, 9,
and 10 years respectively. 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.
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 1995 compensation and Social Security covered compensation of $25,920,
the amount for participants who attain Social Security retirement age during
1995. The plan formula utilizes the Social Security covered compensation as a
component to calculate the pension benefit. 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 $35,560 $47,410 $59,260 $65,510 $71,760
150,000 43,060 57,410 71,760 79,260 86,760
175,000 50,560 67,410 84,260 93,010 101,760
200,000 58,060 77,410 96,760 106,760 116,760
225,000 65,560 87,410 109,260 120,510 131,760
250,000 73,060 97,410 121,760 134,260 146,760
300,000 88,060 117,410 146,760 161,760 176,760
400,000 118,060 157,410 196,760 216,760 236,760
450,000 133,060 177,410 221,760 244,260 266,760
500,000 148,060 197,410 246,760 271,760 296,760
600,000 178,060 237,410 296,760 326,760 356,760
700,000 208,060 277,410 346,760 381,760 416,760
800,000 238,060 317,410 396,760 436,760 476,760
</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 16 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, 1995, the periods of credited service of the Named
Executives are as follows:
<TABLE>
<CAPTION>
PERIOD OF CREDITED
SERVICE
-------------------
<S> <C>
Terrence A. Larsen.......................................... 17 years, 5 months
Rosemarie B. Greco.......................................... 3 years, 9 months
Charles L. Coltman, III..................................... 25 years, 10 months
Charles P. Connolly......................................... 23 years, 8 months
Robert N. Gilmore........................................... 14 years, 6 months
</TABLE>
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
In February 1996, the Human Resources Committee of the Board of Directors
approved the terms of termination of employment contracts for the Named
Executives. Each Named Executive terminated (as defined in the contract) would
receive severance pay equal to two times the highest base salary and bonus
during the preceding two years. In addition, each Named Executive would be
provided with employee benefits equivalent to those benefits received
immediately prior to termination for a two year period following such
termination. Payments are limited by the provisions of Section 280G of the
Internal Revenue Code of 1986 and are offset by amounts which may be paid
under any other CoreStates severance policy. The contracts are for a three
year period from April 9, 1996. It is expected that the contracts will be
executed in the near future.
SELECTION OF INDEPENDENT AUDITORS
(ITEM 2)
On February 20, 1996, 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, 1995. 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, 1996 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, 1996.
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.
19
<PAGE>
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
$7,500 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 1997
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 14, 1996.
CORESTATES ANNUAL REPORT
CoreStates' Annual Report to Shareholders for the fiscal year ended December
31, 1995, including financial statements as certified by Ernst & Young LLP,
was mailed to shareholders of CoreStates on March 28, 1996.
A COPY OF CORESTATES' ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDING
DECEMBER 31, 1995 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/ William L. Gaunt
William L. Gaunt
Secretary
April 19, 1996
20
<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 MAY 21, 1996
P R O X Y
The undersigned holder of Common Stock of CoreStates Financial Corp
("CoreStates") hereby appoints Alexander Hoskins, 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 CoreStates
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, May 21,
1996 in the Ormandy Ballroom at the Doubletree Hotel, Broad and Locust Streets,
Philadelphia, Pennsylvania, and at any adjournments there-
of, with all the powers the under-
signed would possess if personally
present. Receipt of the Notice and (change of address)
Proxy Statement, dated April 19, 1996,
and the Annual Report to Shareholders ------------------------
for 1995 is hereby acknowledged.
------------------------
Election of Directors, Nomi-
nees: ------------------------
Terrence A. Larsen, Samuel
A. McCullough, Patricia A. ------------------------
McFate, Raymond W. Smith, (If you have written in
George Strawbridge, Jr. the above space, please mark
the corresponding box on
the reverse side of this card)
SEE REVERSE
SIDE
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
ANNUAL MEETING
OF
CORESTATES FINANCIAL CORP
TUESDAY, MAY 21, 1996
DOUBLETREE HOTEL
8:30 A.M.
ORMANDY BALLROOM
BROAD STREET AT LOCUST
PHILADELPHIA, PA 19107
.YOUR VOTE IS IMPORTANT TO US. PLEASE DETACH THE ABOVE PROXY, SIGN THE CARD AND
INSERT IT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE.
<PAGE>
[X] Please mark your
votes as in this
example.
2443
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 ITEM 2.
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ON THE REVERSE
HEREOF AND FOR ITEM 2.
- - --------------------------------------------------------------------------------
1. Election of Directors FOR WITHHELD
(see reverse) [_] [_]
For, except vote withheld from the following
nominee(s) only:
_________________________ [_] Change of Address
on Reverse Side
2. Ratify selection of Ernst & Young LLP as
CoreStates' Independent auditors FOR AGAINST ABSTAIN
for the fiscal year ending December 31, 1996. [_] [_] [_]
3. 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 adjournments 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.
[_]
NOTE: Your signature should appear as
your name appears hereon. When shares
are held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by the President or
other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Please sign, date and return the proxy
card promptly using the enclosed enve-
lope.
--------------------------------------
--------------------------------------
Signature(s) Date
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
IMPORTANT: PLEASE VOTE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
<PAGE>
CORESTATES SAVINGS PLAN
INSTRUCTIONS TO TRUSTEE
P R O X Y
The undersigned participant in the CoreStates Financial Corp ("CoreStates")
Common Stock account established pursuant to the above named plan hereby ac-
knowledges receipt of the notice and proxy statement dated April 19, 1996 and
of the 1995 annual report to shareholders and instructs CoreStates Bank N.A.,
as Trustee of such plan, to vote the shares of CoreStates Common Stock held by
it in such plan, to the extent held for the beneficial interest of the under-
signed at the annual meeting of the Shareholders of CoreStates to be held at
8:30 A.M., Philadelphia time, on Tuesday, May 21, 1996 in the Ormandy Ballroom
at the Doubletree Hotel, Broad and Locust Streets, Philadelphia, Pennsylvania,
and at any adjournments thereof.
Election of Directors, Nominees:
Terrence A. Larsen
Samuel A. McCullough
Patricia A. McFate
Raymond W. Smith
George Strawbridge, Jr.
PLEASE DATE, SIGN AND RETURN THIS INSTRUCTION IN THE ENCLOSED ENVELOPE (SEALED)
IF YOU WISH YOUR BENEFICIAL INTEREST (AS OF APRIL 12, 1996) IN THESE SHARES TO
BE VOTED.
SEE REVERSE
SIDE
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
ANNUAL MEETING
OF
CORESTATES FINANCIAL CORP
TUESDAY, MAY 21, 1996
DOUBLETREE HOTEL
8:30 A.M.
ORMANDY BALLROOM
BROAD STREET AT LOCUST
PHILADELPHIA, PA 19107
.YOUR VOTE IS IMPORTANT TO US. PLEASE DETACH THE ABOVE PROXY, SIGN THE CARD AND
INSERT IT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE.
<PAGE>
[X] Please mark your
votes as in this
example.
2331
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 ITEM 2.
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ON THE REVERSE
HEREOF AND FOR ITEM 2.
- - --------------------------------------------------------------------------------
1. Election of Directors FOR WITHHELD
(see reverse) [_] [_]
For, except vote withheld from
the following nominee(s) only:
_______________________________
2. Ratify selection of Ernst & Young
as CoreStates' Independent auditors
for the fiscal year ending FOR AGAINST ABSTAIN
December 31, 1996. [_] [_] [_]
3. The Trustee is authorized to vote
in its discretion upon the transaction
of such other business as may properly
come before the meeting and any
adjournments thereof.
NOTE: Your signature should
appear as your name appears
hereon. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
Please sign, date and return the
proxy card promptly using the
enclosed envelope.
--------------------------------
--------------------------------
Signature(s) Date
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
IMPORTANT: PLEASE VOTE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
<PAGE>
MERIDIAN EMPLOYEE STOCK OWNERSHIP PLAN
INSTRUCTIONS TO TRUSTEE
P R O X Y
The undersigned participant in the CoreStates Financial Corp ("CoreStates")
Common Stock account established pursuant to the above named plan hereby ac-
knowledges receipt of the notice and proxy statement dated April 19, 1996 and
of the 1995 annual report to shareholders and instructs Meridian Trust Company,
as Trustee of such plan, to vote the shares of CoreStates Common Stock held by
it in such plan, to the extent held for the beneficial interest of the under-
signed at the annual meeting of the Shareholders of CoreStates to be held at
8:30 A.M., Philadelphia time, on Tuesday, May 21, 1996 in the Ormandy Ballroom
at the Doubletree Hotel, Broad and Locust Streets, Philadelphia, Pennsylvania,
and at any adjournments thereof.
Election of Directors, Nominees:
Terrence A. Larsen
Samuel A. McCullough
Patricia A. McFate
Raymond W. Smith
George Strawbridge, Jr.
PLEASE DATE, SIGN AND RETURN THIS INSTRUCTION IN THE ENCLOSED ENVELOPE (SEALED)
IF YOU WISH YOUR BENEFICIAL INTEREST (AS OF APRIL 12, 1996) IN THESE SHARES TO
BE VOTED.
SEE REVERSE
SIDE
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
ANNUAL MEETING
OF
CORESTATES FINANCIAL CORP
TUESDAY, MAY 21, 1996
DOUBLETREE HOTEL
8:30 A.M.
ORMANDY BALLROOM
BROAD STREET AT LOCUST
PHILADELPHIA, PA 19107
.YOUR VOTE IS IMPORTANT TO US. PLEASE DETACH THE ABOVE PROXY, SIGN THE CARD AND
INSERT IT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE.
<PAGE>
[X] Please mark your
votes as in this
example.
7872
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 ITEM 2.
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ON THE REVERSE
HEREOF AND FOR ITEM 2.
- - --------------------------------------------------------------------------------
1. Election of Directors FOR WITHHELD
(see reverse) [_] [_]
For, except vote withheld
from the following nominee(s) only:
___________________________________
2. Ratify selection of Ernst & Young
as CoreStates' Independent auditors
for the fiscal year ending FOR AGAINST ABSTAIN
December 31, 1996. [_] [_] [_]
3. The Trustee is authorized to vote in
its discretion upon the transaction
of such other business as may
properly come before the meeting and
any adjournments thereof.
NOTE: Your signature should
appear as your name appears
hereon. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
Please sign, date and return the
proxy card promptly using the
enclosed envelope.
--------------------------------
--------------------------------
Signature(s) Date
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
IMPORTANT: PLEASE VOTE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
<PAGE>
MERIDIAN SAVINGS PLAN
INSTRUCTIONS TO TRUSTEE
P R O X Y
The undersigned participant in the CoreStates Financial Corp ("CoreStates")
Common Stock account established pursuant to the above named plan hereby ac-
knowledges receipt of the notice and proxy statement dated April 19, 1996 and
of the 1995 annual report to shareholders and instructs Meridian Trust Company,
as Trustee of such plan, to vote the shares of CoreStates Common Stock held by
it in such plan, to the extent held for the beneficial interest of the under-
signed at the annual meeting of the Shareholders of CoreStates to be held at
8:30 A.M., Philadelphia time, on Tuesday, May 21, 1996 in the Ormandy Ballroom
at the Doubletree Hotel, Broad and Locust Streets, Philadelphia, Pennsylvania,
and at any adjournments thereof.
Election of Directors, Nominees:
Terrence A. Larsen
Samuel A. McCullough
Patricia A. McFate
Raymond W. Smith
George Strawbridge, Jr.
PLEASE DATE, SIGN AND RETURN THIS INSTRUCTION IN THE ENCLOSED ENVELOPE (SEALED)
IF YOU WISH YOUR BENEFICIAL INTEREST (AS OF APRIL 12, 1996) IN THESE SHARES TO
BE VOTED.
SEE REVERSE
SIDE
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
ANNUAL MEETING
OF
CORESTATES FINANCIAL CORP
TUESDAY, MAY 21, 1996
DOUBLETREE HOTEL
8:30 A.M.
ORMANDY BALLROOM
BROAD STREET AT LOCUST
PHILADELPHIA, PA 19107
.YOUR VOTE IS IMPORTANT TO US. PLEASE DETACH THE ABOVE PROXY, SIGN THE CARD AND
INSERT IT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE.
<PAGE>
[X] Please mark your
votes as in this
example.
7875
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 ITEM 2.
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ON THE REVERSE
HEREOF AND FOR ITEM 2.
- - --------------------------------------------------------------------------------
1. Election of Directors FOR WITHHELD
(see reverse) [_] [_]
For, except vote withheld
from the following nominee(s)
only:
_____________________________
2. Ratify selection of Ernst & Young
as CoreStates' Independent auditors
for the fiscal year ending FOR AGAINST ABSTAIN
December 31, 1996. [_] [_] [_]
3. The Trustee is authorized to vote
in its discretion upon the
transaction of such other business
as may properly come before the
meeting and any adjournments thereof.
NOTE: Your signature should
appear as your name appears
hereon. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
Please sign, date and return the
proxy card promptly using the
enclosed envelope.
--------------------------------
--------------------------------
Signature(s) Date
- - --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +
IMPORTANT: PLEASE VOTE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
