<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-
-----------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
BENEFICIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0003820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801
(Address of principal executive offices)
BENEFICIAL CORPORATION
BENSHARES EQUITY
PARTICIPATION PLAN
(Full title of the plan)
------------------
Scott A. Siebels Esq.
Vice President, Corporate Secretary and Associate Counsel
Beneficial Corporation
One Christina Centre, 301 North Walnut Street
Wilmington, Delaware 19801
(302) 425-2500
(Name, address and telephone number, including area code, of agent for service)
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================
Title of Maximum Proposed
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered (1) Registered Share (2) Price (2) Fee (2)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value.. 3,500,000 $ 79.875 $279,562,500 $84,715.91
==================================================================================
</TABLE>
(1) There are also being registered hereunder an equal number of Preferred
Share Purchase Rights which will be attached to and transferable only with
shares of Common Stock registered hereby.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) on the basis of the average of the high
and low sale prices of the Registrant's Common Stock as reported on the New York
Stock Exchange on October 3, 1997, which date is within 5 business days prior to
the date of the filing of this Registration Statement, as reported by The Wall
--------
Street Journal (Eastern Edition).
- --------------
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Beneficial Corporation (the "Corporation"
or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated herein by reference:
(i) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(ii) The Corporation's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1997 and June 30, 1997, and the Current
Reports on Form 8-K dated January 28, 1997, April 24, 1997, July 24,
1997, July 25, 1997 and July 31, 1997;
(iii) The description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form S-3 (File No. 33-39486)
pursuant to Section 12 of the Exchange Act, and any amendment or
report filed for the purpose of updating such description.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
of the Corporation's Common Stock offered hereby has been sold or which
withdraws from registration such Common Stock then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Scott A. Siebels, Vice President, Corporate Secretary and Associate Counsel
of the Corporation, has delivered his legal opinion that the shares of the
Corporation's Common Stock offered pursuant to the Beneficial Corporation
BenShares Equity Participation Plan ("the Plan") have been duly authorized by
the Corporation and that, when issued in accordance with the terms of the Plan,
the shares will be legally issued, fully paid and nonassessable. Mr. Siebels is
an officer of the Corporation and is not eligible to participate in the Plan. As
of October 3, 1997, he held unexercised stock options with respect to 10,150
shares, 275 of which are currently exercisable, of the Corporation's Common
Stock under the Beneficial Corporation 1990 Non-Qualified Stock Option Plan
552.975 shares of the Corporation's Common Stock under the Employee's Stock
Purchase Plan, as amended (the "ESPP"), and 332.240 unvested share units under
the ESPP. In addition, as of that date Mr. Siebels held 1,608.08 unvested shares
of the Corporation's Common Stock under the Corporation's Key Employee Stock
Bonus Plan and 112 shares of Common Stock registered in his name.
Item 6. Indemnification of Directors and Officers.
Article IX of the By-Laws of the Corporation provides for indemnification
of directors, officers and employees of the Corporation for expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to threatened, pending or completed actions, suits or proceedings to which such
person may be a party, to the full extent permitted under the laws of the State
of Delaware. Under such laws, indemnification of such a person may be made if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. With respect to suits by or in the right of the Corporation, such
person may not be indemnified if he has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation.
II-2
<PAGE>
In addition, Article X to the Corporation's Restated Certificate of
Incorporation limits the right of stockholders of the Corporation, and the right
of the Corporation itself, to sue and recover from the directors monetary
damages for acts of negligence, including gross negligence, for breach of the
duty of care. The directors will not be liable for gross negligence in
connection with, among other things, decisions made on a proposal for
acquisition of the Corporation or its assets. Article X does not eliminate or
limit a director's liability for: (i) breaches of the duty of loyalty to the
Corporation or to its stockholders; (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law; (iii) willfully
or negligently paying or making unlawful dividends or unlawful stock repurchases
or redemptions; or (iv) engaging in transactions in which he receives any
improper personal benefit. Article X does not eliminate liability for a director
acting in his capacity as an officer, preclude recovery against the directors in
actions brought by third parties or affect a director's liability under the
Federal securities laws. In addition, the Corporation and its stockholders
retain the right to pursue equitable remedies against the directors, such as an
injunction or rescission of a contract.
The Corporation has in effect a policy insuring itself, its subsidiaries
and their respective directors and officers, to the extent they may be required
or permitted to indemnify such officers or directors, against certain
liabilities arising from acts or omissions in the discharge of their duties that
they shall become legally obligated to pay. The policy is for a period ending
July 1, 1998, and provides a maximum coverage of $30,000,000 for a period of one
year and (subject to certain enumerated exclusions) covers 100% of all losses
above the deductible amount of $1,000,000.
The Corporation also has in effect indemnification agreements with each of
its directors, which provide that such directors will be indemnified against
expenses, judgments, penalties, fines and amounts paid in settlement of
threatened, pending or completed actions, suits or proceedings to which any such
person is, or is threatened to be made, a party, to the fullest extent permitted
by applicable law as in effect from time to time. Such agreements also require
the Corporation to advance all reasonable expenses incurred by a director in any
such proceeding provided that he undertakes to repay the amount advanced if it
is ultimately determined that he is not entitled to indemnification for such
expenses. The agreements provide that upon the occurrence of a "change in
control" (as defined therein) of the Corporation, the Corporation has the burden
of proof to establish that a director who has requested indemnification is not
entitled to it.
II-3
<PAGE>
As permitted by the Employee Retirement Income Security Act of 1974, the
Corporation has obtained a Corporate Fiduciary's Liability Insurance Policy
covering all employees entrusted with fiduciary responsibilities under certain
of the Company's employee welfare or benefit plans. The maximum coverage
provided by this policy is an aggregate of $5,000,000 per year.
The foregoing descriptions are general summaries only. Reference is made to
the full text of the Corporation's Certificate of Incorporation and Bylaws
incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Index of Exhibits of this Registration Statement
are filed herewith or are incorporated herein by reference to other filings.
II-4
<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act").
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement;
II-5
<PAGE>
2. That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof;
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering;
4. That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
5. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
Indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware on October 6, 1997.
BENEFICIAL CORPORATION
By /s/ James H. Gilliam, Jr.
-------------------------
James H. Gilliam, Jr.
Executive Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 6, 1997.
Signatures Titles Date
---------- ------ ----
* Chairman of the Board October 6, 1997.
- ------------------------ of Directors, Chief Executive
Finn M.W. Caspersen Officer and Director
(Principal Executive Officer)
* Member of the Office of the October 6, 1997.
- ------------------------ President, First Vice President,
Andrew C. Halvorsen Chief Financial Officer and Director
(Principal Financial Officer)
* Senior Vice President and October 6, 1997.
- ------------------------ Controller (Principal
Jonathan Macey Accounting Officer)
* Director October 6, 1997.
- ------------------------
Robert J. Callander
* Director October 6, 1997.
- ------------------------
Robert C. Clark
* Director October 6, 1997.
- ------------------------
Leonard S. Coleman, Jr.
* Director October 6, 1997.
- ------------------------
David J. Farris
II-7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James H. Gilliam, Jr. Director October 6, 1997
- -------------------------
James H. Gilliam, Jr.
* Director October 6, 1997
- -------------------------
Roland A. Hernandez
* Director October 6, 1997
- -------------------------
J. Robert Hillier
* Director October 6, 1997
- -------------------------
Gerald L. Holm
* Director October 6, 1997
- -------------------------
Thomas H. Kean
* Director October 6, 1997
- -------------------------
Steven Muller
* Director October 6, 1997
- -------------------------
Susan Julia Ross
* Director October 6, 1997
- -------------------------
Robert A. Tucker
* Director October 6, 1997
- -------------------------
Susan M. Wachter
* Director October 6, 1997
- -------------------------
Charles H. Watts, II
</TABLE>
* James H. Gilliam, Jr., pursuant to Powers of Attorney (executed by each
of the officers and directors indicated above) and filed as Exhibit 24 hereto,
by signing his name hereto does hereby sign and execute this Registration
Statement on behalf of each such officers and directors.
/s/ James H. Gilliam, Jr.
-------------------------
James H. Gilliam, Jr.
October 6, 1997
II-8
<PAGE>
INDEX OF EXHIBITS
Exhibit 4.1 Registrant's Restated Certificate of Incorporation, incorporated
herein by reference to Exhibit 3.1 of Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994.
Exhibit 4.2 Registrant's Restated Bylaws, incorporated herein by reference to
Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990.
Exhibit 4.3 Beneficial Corporation BenShares Equity Participation Plan filed
herewith.
Exhibit 5 Opinion of Scott A. Siebels with respect to the validity of the
Common Stock being registered hereby in connection with the
Beneficial Corporation Benshares Equity Participation Plan filed
herewith.
Exhibit 23.1 Consent of Deloitte & Touche LLP, independent accountants to the
Corporation, filed herewith.
Exhibit 23.2 Consent of Scott A. Siebels, contained in this opinion filed as
Exhibit 5 hereto.
Exhibit 24 Powers of Attorney of certain and directors of the Corporation,
filed herewith.
II-9
<PAGE>
EXHIBIT 4.3
BENEFICIAL CORPORATION
BENSHARES EQUITY PARTICIPATION PLAN
1. Purpose of Plan. The purpose of the Beneficial Corporation BenShares
---------------
Equity Participation Plan ("Plan") is to attract and retain able and experienced
employees and to provide an incentive to those persons to improve operations and
increase profits by affording them an opportunity to acquire stock ownership in
Beneficial Corporation ("Corporation"). The options granted under the Plan are
not intended to comply with Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Administration of Plan. This Plan shall be administered by the
----------------------
Compensation Committee ("Committee") of the Board of Directors of the
Corporation ("Board") which shall consist of not less than three members of the
Board, none of whom shall be eligible to participate in this Plan. The
determinations of the Committee shall be made in accordance with their judgments
as to the best interests of the Corporation and its stockholders and in
accordance with the purposes of the Plan. A majority of members of the
Committees shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee if in
writing signed by all of the Committee members. No member of the Committee or
the Board shall be liable for any action taken or determination made in good
faith with respect to this Plan or any option granted hereunder.
The Committee shall have full authority and discretion to adopt rules and
regulations and prescribe or approve any forms or documents to carry out the
purposes and provisions of this Plan. The Committee's interpretation and
construction of any provisions of this Plan shall be binding and conclusive,
except as such may be otherwise modified, amended or changed by the Board.
3. Grant of Options. On the 31st day of the month of January (the "Record
----------------
Date") of each year, commencing with January 31, 1997, and prior to the
termination of this Plan, each eligible full-time employee of the Corporation or
and of its subsidiaries shall automatically be issued an option pursuant to this
Plan to purchase 100 shares, and each eligible permanent part-time employee of
the Corporation or any of its subsidiaries shall automatically be issued an
option to purchase 50 shares, of the Common Stock of the Corporation, provided,
however, that such number of shares shall be automatically proportionately
adjusted upon the occurrence of any event described in Section 11 hereof, in a
manner consistent with any adjustment affected pursuant to that Section. In the
event that January 31 shall in any year fall on a day on which the New York
Stock Exchange is not open for trading, options shall instead be issued pursuant
to this Section on the next preceding trading day, which shall be the Record
Date for that year.
4. Eligibility. The employees who shall receive options on a Record Date
-----------
shall consist of those headquarters full-time and permanent part-time employees
holding a title or grade below that of Assistant Vice President, or the
equivalent of that position in function and responsibility in the case of
subsidiaries of the Corporation, and those full-time and permanent part-time
employees in the Corporation's field operations holding a title or grade below
that of Director, who are employed on the Record Date, and who are classified as
employees on the payroll of the Corporation or its subsidiary. It is the intent
of the Plan that there be no overlap in eligibility between this Plan and the
Beneficial Corporation 1990 Non-
<PAGE>
Qualified Stock Option Plan (the "Non-Qualified Plan") at any particular time.
Employees of the Corporation and its subsidiaries eligible to receive options
pursuant to the Non-Qualified Plan shall not be eligible under this Plan. The
granting of an option under this Plan shall not affect any outstanding stock
option previously granted to an optionee under this Plan, or the Non-Qualified
Plan.
Notwithstanding any language of this Section to the contrary, no individual
shall be eligible to receive an option under this Plan if earlier in the same
calendar year he or she was eligible to receive options pursuant to the
Non-Qualified Plan.
For purposes of this Plan, the term "subsidiary" shall mean any domestic or
foreign corporation of which the Corporation owns, directly or indirectly, in
excess of 50% of the total combined voting power of all classes of stock of such
corporation. For purposes of this Plan, the term "full-time employee" shall mean
any person who is employed other than on a seasonal or other temporary basis and
receives a regular salary or wage from the Corporation or one of its
subsidiaries, provided that such person customarily works not less than the
standard full-time work week for the business unit to which he or she is
assigned. The term "permanent part-time employee" shall mean any person who is
employed other than on a seasonal or other temporary basis and receives a
regular salary or wage from the Corporation or one of its subsidiaries, but
shall exclude full-time employees and any person whose customary employment is
less than 20 hours a week. Any person, otherwise eligible to participate as a
full-time or a permanent part-time employee, who is on the Record Date eligible
for and in receipt of benefits under the Long-Term Disability Benefits Plan
maintained by the Corporation, or any comparable arrangement maintained by any
non-U.S. subsidiaries, shall not be eligible to receive options on such Record
Date.
In the case of those employees who are eligible under this Plan and who are
subject to the personal income tax laws of foreign countries, including Canada,
the United Kingdom, Ireland, and the German Federal Republic, the Committee
shall have the discretion, but shall not be required, to include as a part of
the terms of option agreements entered into with such employees provisions and
conditions, consistent with the Plan, intended to comply with the applicable
requirements of the internal revenue laws of such foreign countries.
5. Shares Subject to Plan. Shares to be issued pursuant to options
----------------------
granted under this Plan shall be shares of the Common Stock, par value $1.00 per
share, which may be treasury shares reacquired by the Corporation or authorized
and unissued shares or a combination of both.
6. Option Price. The option price per share under each option granted
------------
pursuant to this Plan shall be 120% of the fair market value per share on the
record date for such grant, but in no event less than the par value thereof. The
fair market value shall be the average between the highest and lowest quoted
selling price per share on the New York Stock Exchange Composite Transactions
Tape ("Composite Tape") on the date the option is granted (subject to adjustment
under Section 11 hereof). If there should be no sale of the shares reported on
such date, then the option price per share shall be the average between the
highest and lowest quoted selling price per share reported on the Composite Tape
on the next preceding day on which there shall have been a sale.
7. Exercise of Option.
------------------
(a) Each Option granted under the Plan shall be exercisable on the dates
and for the number of shares as shall be provided in a stock option agreement
between the Corporation
<PAGE>
and optionee evidencing the option and the terms thereof. Shares shall be issued
to the optionee upon payment in full in one or a combination of the following
methods: (i) in cash, (ii) by an exchange of shares of Common Stock of the
Corporation previously owned by the optionee for at least six months prior to
the date of exercise, or (iii) by simultaneous sale through a broker of shares
of Common Stock acquired on exercise, as provided under Regulation T of the
Board of Governors of the Federal Reserve System, in an amount equal to the
aggregate purchase price for the shares subject to the option or portion thereof
being exercised. The value of the previously owned shares of Common Stock
exchanged in full or partial payment for the shares purchased upon the exercise
of an option shall be equal to the aggregate fair market value, as defined in
Section 6, of such shares on the date of the exercise of such options.
(b) The Corporation shall be entitled to withhold the amount of any tax
attributable to any amounts payable or shares deliverable under the Plan after
giving the person entitled to receive the payment or delivery (or the person
liable for the tax, if different) notice as far in advance as practicable, and
the Corporation may defer making payment or delivery of any benefits under the
Plan if any tax is payable until indemnified to its satisfaction. The Committee
may, in its discretion and subject to rules which it may adopt, permit an
optionee to pay all or a portion of all taxes arising in connection with the
exercise of an option by electing to (i) have the Corporation withhold shares of
Common Stock, or (ii) deliver other shares of Common Stock previously owned by
the optionee for at least six months having a fair market value (as defined in
Section 6) equal to the amount to be withheld provided, however, that the amount
to be withheld shall not exceed the optionee's estimated total Federal, State
and local tax obligations associated with the transaction. The fair market value
of fractional shares remaining after payment of the withholding taxes shall be
paid to the optionee in cash.
8. Term of Option. Options granted under the Plan shall be fully
--------------
exercisable when granted, and shall remain exercisable for a period of ten years
after the date of grant (the "Exercise Period"), unless earlier forfeited. The
Committee may, consistent with Section 12 hereof, authorize existing option
agreements to be amended to provide for different option terms, in whole or in
part. Options which are not exercised prior to the end of the Exercise Period
shall expire.
9. Transferability of Options.
--------------------------
Options granted under this Plan shall not be transferable except by
will or the laws of descent and distribution. Options granted under the Plan
shall be exercisable during the optionee's lifetime only by the optionee (or the
legal representative of the optionee under Section 10(c)).
10. Termination of Employment and Death of Optionee.
-----------------------------------------------
(a) If during the term of an unexercised option the optionee terminates
employment with the Corporation or any of its subsidiaries for any reason (other
than those specified at (b) through (d) of this Section) the option shall expire
and cease to be exercisable immediately upon such termination.
(b) If during the term of an unexercised option employment with the
Corporation or any of its subsidiaries is terminated by reason of the death of
such optionee, the option may be exercised within a three month period following
the date of death, but in no event later than the Exercise Period specified in
the Option Agreement by which such option was granted.
<PAGE>
The option shall be exercisable during such period by the optionee's estate or
by any person who acquires the right to exercise the option by reason of the
optionee's death.
(c) If during the term of an unexercised option employment with the
Corporation or any of its subsidiaries is terminated by reason of the "long-term
disability" of the optionee, as such term is defined for purposes of the
Long-Term Disability Benefits Plan maintained by the Corporation, or any
comparable arrangement maintained by any non-U.S. subsidiaries, the option may
be exercised within a three-month period following the date of termination but
in no event later than the Exercise Period specified in the Option Agreement by
which such option was granted. For these purposes, the date of termination shall
be the earlier to occur of (i) actual termination of employment or (ii) the date
one year after that on which the optionee's disability leave of absence
commenced. The optionee's legal representative, if appointed, shall be entitled
to exercise the option.
(d) If during the term of an unexercised option employment with the
Corporation or any of its subsidiaries is terminated by reason of retirement at
any time following the date the optionee is eligible to retire early pursuant to
Section 4 of the Beneficial Corporation Pension Plan dated October 1, 1983, as
amended, or the comparable arrangement, if any, covering employees of non-U.S.
subsidiaries ("Pension Plan") the option may be exercised at any time during the
three-month period following his or her retirement date, but in no event later
than the Exercise Period specified in the Option Agreement by which such option
was granted.
(e) The portion of any option subject to this Section 10 which is not
exercised within the periods permitted by paragraphs (b) through (d) above shall
lapse.
11. Adjustment Provisions. In the event of any change in the Common Stock of
---------------------
the Corporation, $1.00 par value, by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, extraordinary dividend, or of any similar change
affecting such Common Stock, then in any such event the number and kind of
shares subject to options granted pursuant to the Plan and their purchase price
per share shall be appropriately adjusted consistent with such change in such
manner as the Committee may deem equitable to prevent substantial dilution or
enlargement of the rights granted pursuant to any Option Agreement issued
hereunder. Any adjustments so made shall be final and binding upon all parties.
12. Duration, Amendment and Termination. This Plan is intended to be
-----------------------------------
perpetual and shall have no stated termination date; provided however, that the
Board of Directors, acting in accordance with the procedures prescribed for
actions of such nature under the Corporation's By-Laws and the applicable
provisions of the laws of the State of Delaware, may amend the Plan from time to
time or terminate the Plan at any time. No action or amendment authorized by
this Section or Section 8 shall reduce the amount of any existing benefits or
change the terms and conditions thereof without the optionee's consent.
By mutual agreement between the Corporation and an optionee hereunder or
under any other stock option plan of the Corporation, options or rights may be
granted to the optionee in substitution and exchange for, and in cancellation
of, any benefits previously granted to the optionee under this Plan or any other
stock option plan of the Corporation.
13. Compliance/Governing Law. This Plan, all options issued hereunder, and
------------------------
the obligation of the Corporation to sell and deliver shares of Common Stock
hereunder, shall be governed by and construed in accordance with the laws of the
State of Delaware, and
<PAGE>
be subject to all applicable Federal and State laws, rules and regulations and
to such approvals by any governmental or regulatory agency as may be required.
14. No Rights as Stockholder. Individuals granted options pursuant to the
------------------------
Plan and transferees shall have no rights as stockholders with respect to any
shares of Common Stock subject to such options prior to the date of issuance to
them of certificates for such shares. Other than pursuant to Section 11 hereof
no adjustment shall be made for dividends or distributions or other rights with
respect to such shares for which the record date is prior to the date on which
they shall become the holder of record thereof.
15. No Rights to Continued Employment. Nothing contained herein or in any
---------------------------------
stock option agreement between the Corporation and any optionee shall be deemed
or construed to confer on any such optionee any right to continuance of
employment by the Corporation or its subsidiaries, nor shall it interfere in any
way with the right of the Corporation or its subsidiary to terminate the
optionee's employment at any time.
<PAGE>
EXHIBIT 5
BENEFICIAL CORPORATION
One Christina Centre
301 North Walnut Street
Wilmington, DE 19801
October 6, 1997
Beneficial Corporation
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") of Beneficial Corporation (the "Corporation") related to the
registration of 3,500,000 shares of the Corporation's common stock, par value
$1.00 per share ("Common Stock"), which are to be offered pursuant to awards
granted or to be granted under the Beneficial Corporation Benshares Equity
Participation Plan (the "Plan").
I have been requested to furnish an opinion to be included as Exhibit 5 to
the Registration Statement. In conjunction with the furnishing of this opinion,
I have examined such corporate documents and have made such investigation of
matters of fact and law as I have deemed necessary to render this opinion.
Based upon such examination and investigation, and upon the assumption that
there will be no material changes in the documents examined and matters
investigated, I am of the opinion that the 3,500,000 shares of Common Stock
referred to above have been duly authorized by the Corporation and that, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Scott A. Siebels
------------------------
Scott A. Siebels
Vice President,
Corporate Secretary
and Associate Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Beneficial Corporation on Form S-8 of our report dated January 28, 1997,
appearing in the Annual Report on Form 10-K of Beneficial Corporation for the
year ended December 31, 1996.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
October 6, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT J. CALLANDER, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Robert J. Callander
-------------------------------
ROBERT J. CALLANDER
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: THAT I, FINN M. W. CASPERSEN,
Chairman of the Board of Directors, Chief Executive Officer and a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1993, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation Benshares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of
July, 1997.
/s/ Finn M. W. Caspersen
-------------------------------
FINN M. W. CASPERSEN
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT C. CLARK, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Robert C. Clark
----------------------------
ROBERT C. CLARK
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, LEONARD S. COLEMAN, JR., a Director
of Beneficial Corporation, a corporation organized under the laws of the State
of Delaware (the "Corporation"), hereby constitute and appoint ANDREW C.
HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with
full power of each of them to act alone), my true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for me and on my
behalf and in my name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on Form S-8 (or
any other appropriate form), and any and all amendments (including post-
effective amendments) thereto, with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of 3,500,000 shares of the Corporation's
Common Stock authorized to be issued or sold pursuant to the Beneficial
Corporation BenShares Equity Participation Plan, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as I might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of May, 1997.
/s/ Leonard S.Coleman, Jr.
-----------------------------------
LEONARD S. COLEMAN, JR.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, DAVID J. FARRIS, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of May, 1997.
/s/ David J. Farris
-----------------------
DAVID J. FARRIS
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, ANDREW C. HALVORSEN, a Member
of the Office of the President, Chief Financial Officer and a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint JAMES H. GILLIAM,
JR. and RONALD E. BOMBOLIS, and either of them (with full power of each of them
to act alone), my true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-8 (or any other appropriate
form), and any and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration under the Securities Act of 1933, as
amended, of 3,500,000 shares of the Corporation's Common Stock authorized to be
issued or sold pursuant to the Beneficial Corporation BenShares Equity
Participation Plan, granting unto said attorneys-in-fact, and either of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of May,
1997.
/s/ Andrew C. Halvorsen
-----------------------
ANDREW C. HALVORSEN
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROLAND A. HERNANDEZ, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Roland A. Hernandez
-----------------------
ROLAND A. HERNANDEZ
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, J. ROBERT HILLIER, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ J. Robert Hillier
-----------------------
J. ROBERT HILLIER
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, GERALD L. HOLM, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Gerald L. Holm
-----------------------
GERALD L. HOLM
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, THOMAS H. KEAN, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Thomas H. Kean
-----------------------
THOMAS H. KEAN
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, JONATHAN MACEY, Senior Vice
President and Controller of Beneficial Corporation, a corporation organized
under the laws of the State of Delaware (the "Corporation"), hereby constitute
and appoint ANDREW C. HALVORSEN and JAMES H. GILLIAM, JR. and either of them
(with full power of each of them to act alone), my true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for me and on my behalf and in my name, place and stead, in any and all
capacities, to sign, execute and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority), a Registration
Statement on Form S-8 (or any other appropriate form), and any and all
amendments (including post-effective amendments) thereto, with all exhibits and
any and all documents required to be filed with respect thereto, relating to the
registration under the Securities Act of 1933, as amended, of 3,500,000 shares
of the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation BenShares Equity Participation Plan, granting unto
said attorneys-in-fact, and either of them, full power and authority to do and
to perform each and every act and thing requisite and necessary to be done in
order to effectuate the same as fully to all intents and purposes as I might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of October,
1997.
/s/ Jonathan Macey
--------------------
JONATHAN MACEY
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, STEVEN MULLER, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Steven Muller
--------------------
STEVEN MULLER
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN JULIA ROSS, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Susan Julia Ross
----------------------
SUSAN JULIA ROSS
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT A. TUCKER, JR., a Director
of Beneficial Corporation, a corporation organized under the laws of the State
of Delaware (the "Corporation"), hereby constitute and appoint ANDREW C.
HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with
full power of each of them to act alone), my true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for me and on my
behalf and in my name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on Form S-8 (or
any other appropriate form), and any and all amendments (including post-
effective amendments) thereto, with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of 3,500,000 shares of the Corporation's
Common Stock authorized to be issued or sold pursuant to the Beneficial
Corporation BenShares Equity Participation Program, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and to
perform each and every act and thing requisite and necessary to be done in order
to effectuate the same as fully to all intents and purposes as I might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Robert A. Tucker
----------------------
ROBERT A. TUCKER
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN M. WACHTER, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and RONALD E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully to
all intents and purposes as I might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/Susan M. Wachter
---------------------
SUSAN M. WACHTER
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, CHARLES H. WATTS, II, a Director of
Beneficial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby constitute and appoint ANDREW C. HALVORSEN,
JAMES H. GILLIAM, JR. and Ronald E. BOMBOLIS, and each of them (with full power
of each of them to act alone), my true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for me and on my behalf and
in my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement of Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required to be
filed with respect thereto, relating to the registration under the Securities
Act of 1933, as amended, of 3,500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation BenShares
Equity Participation Plan, as amended, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of May, 1997.
/s/ Charles H. Watts, II
-----------------------------------
CHARLES H. WATTS, II
