<PAGE>
Page 1 of
Exhibit Index is on page 10
As filed with the Securities and Exchange Commission on November 21, 1996
Registration No 33-32934
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)
CORESTATES EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(formerly known as CORESTATES 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 Per Share(1) Offering
Price(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $51.75 $155,250,000 $47,045.41
par value $1.00 shares(2)
per share
================================================================================
</TABLE>
(1) 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. 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) The Registrant previously registered 2,005,831 shares (and an
indeterminate number of interests to be offered or sold pursuant to the
employee benefit plan) on January 17, 1990 and paid the registration fee
in connection with such registration. The shares registered hereunder
are in addition to such shares.
<PAGE>
Pursuant to General Instruction E (Registration of Additional Securities)
to Form S-8, the Registrant hereby incorporates by reference the contents of its
Registration Statement on Form S-8 (Registration No. 33-32934) relating to the
CoreStates Savings Plan (now known as the CoreStates Employee Stock Ownership
and Savings Plan), except for the Items set forth below.
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, 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.
-1-
<PAGE>
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.
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
-2-
<PAGE>
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 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
-3-
<PAGE>
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 8. Exhibits.
5 The Registrant has submitted or will submit the CoreStates
Employee Stock Ownership and 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.
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
-4-
<PAGE>
(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 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
-5-
<PAGE>
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.
-6-
<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 No. 33-32934 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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Terrence A. Larson Director, Chairman of November 21, 1996
- ------------------------- the Board and Chief
Terrence A. Larsen Executive Officer
/s/ Christoper J. Carey Chief Financial Officer November 21, 1996
- ------------------------- Principal Financial Officer
Christopher J. Carey 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
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
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
</TABLE>
* by /s/ Lucinda Gannon, Esq.
-------------------------
Attorney-In-Fact
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the CoreStates Employee Stock Ownership and Savings Plan
("Plan") has caused this registration statement to be signed on behalf of the
Plan by the undersigned, thereunder duly authorized, on November 21, 1996.
CORESTATES EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN
By: /s/ Maureen Pugh
------------------------------------
Title: Plan Administrator
-9-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Description Number Page
- ----------- ------ ----
<S> <C> <C>
Consent of Coopers & Lybrand 23.1 11-13
Consent of Ernst & Young LLP 23.2
Consent KPMG Peat Marwick LLP 23.3
Powers of Attorney 24 14-26
</TABLE>
-10-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 33-32934) 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, No. 33-32934) pertaining to the CoreStates Employee Stock Ownership and
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 (CoreStates Employee Stock Ownership and 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 as 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
CoreStates 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 CoreStates
Savings Plan as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
CoreStates 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 CoreStates
Savings Plan as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
CoreStates 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 CoreStates
Savings Plan as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates employee Stock Ownership and Savings 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
CoreStates 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 CoreStates
Savings Plan, as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
[CoreStates 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 CoreStates
Savings Plan, as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
[CoreStates 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 CoreStates
Savings Plan, as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
CoreStates 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 CoreStates
Savings Plan as currently in effect and as amended and restated effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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/Samuel A. McCullough
-------------------------------------
(Signature)
SAMUEL A. MCCULLOUGH
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
CoreStates 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 CoreStates
Savings Plan as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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/ Marlin Miller Jr.
-------------------------------------
(Signature)
MARLIN MILLER JR.
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
CoreStates 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 CoreStates
Savings Plan as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
CoreStates 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 CoreStates
Savings Plan as well as currently in effect and as amended and restated,
effective January 1, 1997, as the CoreStates Employee Stock Ownership and
Savings 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/ RW Smith
-------------------------------------
(Signature)
RW SMITH
-------------------------------------
(Print Name)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
CoreStates 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 CoreStates
Savings Plan, as currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
Corestates 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 Corestates
Savings Plan as, currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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
Corestates 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 Corestates
Savings Plan as, currently in effect and as amended and restated, effective
January 1, 1997, as the CoreStates Employee Stock Ownership and Savings 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/ Judith M. Vonseldeneck
-------------------------------------
(Signature)
JUDITH N. VONSELDENECK
-------------------------------------
(Print Name)
