<PAGE>

                                                                    Exhibit 99.3


INTERESTS OF CERTAIN PERSONS

  Certain members of CFC's management and of the CFC Board have interests in
the Merger in addition to any interests they may have as stockholders of CFC
generally. These material interests include provisions in the Merger Agreement
relating to indemnification, directors' and officers' liability insurance, the
election or appointment of six members of the CFC Board to the FUNC Board, the
election or appointment of certain members of the CFC Board as trustees of the
Charitable Foundation and certain severance and other employee benefits.

  In connection with the execution of the Merger Agreement, FUNC entered into
a five-year employment agreement with Terrence A. Larsen, Chairman and Chief
Executive Officer of CFC, which will become effective as of the Effective Date
(the "Employment Agreement"). The Employment Agreement provides, among other
things, for Mr. Larsen to receive an annual salary of not less than $1,000,000
and a combined annual salary and bonus of net less than $2,500,000. In addition,
Mr. Larsen would receive 100,000 shares of restricted FUNC Common Stock and
options to purchase 200,000 shares of FUNC Common Stock upon consummation of the
Merger and in the calendar year following the calendar year in which such
consummation occurs. Upon expiration of the five-year employment period, Mr.
Larsen (or his current spouse) would receive annual retirement income of
$1,000,000. In addition, FUNC would provide a split-dollar life insurance
policy with a total death benefit of $20,000,000, $15,000,000 of which would be
payable to Mr. Larsen's designated beneficiary, and the remaining $5,000,000 of
which would be payable to FUNC. The Employment Agreement also provides for
certain payments, notwithstanding termination of employment, and associated
gross-up payments for taxes. Mr. Larsen's Employment Agreement shall supersede
his termination of employment agreement with CFC upon consummation of the
Merger.

  FUNC has agreed that Mr. Larsen will be elected or appointed a director
and a Vice Chairman of FUNC following the Effective Date. Following the
Effective Date, the "Office of the Chairman" of FUNC, will consist of Edward E.
Crutchfield, Chairman and Chief Executive Officer of "FUNC", John R. Georgius,
President of FUNC, and Mr. Larsen, who will become a Vice Chairman of FUNC. In
addition to the election or appointment of Mr. Larsen as a director of FUNC,
following the Effective Date, five other directors of CFC will be elected or
appointed directors of FUNC. The members of the CFC Board who are not so
elected or appointed directors of FUNC will be appointed to a board of
directors which will advise FUNC management on certain matters in the
Pennsylvania, New Jersey, New York, Connecticut and Delaware geographic areas
of FUNC's operations. In addition, certain of such members of the CFC Board will
be appointed as trustees of the Charitable Foundation.

  In connection with the execution of the Merger Agreement, FUNC also agreed
to certain employment arrangements with respect to the 32 officers of CFC other
than Mr. Larsen (the "CFC Officers") who are covered by termination of
employment agreements (the "CFC Executive Agreements"), including Charles L.
Coltman III, Vice Chairman of CFC, Charles P. Connolly, Jr., Vice Chairman of
CoreStates Bank and P. Susan Perrotty, Executive Vice President of CFC
(collectively, including Mr. Larsen, the "Named Officers"). Pursuant to the
terms of the CFC Executive Agreements, eligible CFC Officers whose employment is
terminated (as defined in the applicable CFC Executive Agreement) would receive
severance pay equal to two times their highest base salary and bonus during the
preceding two calendar years. In addition, each CFC Officer would be provided
with certain employee benefits equivalent to those benefits received immediately
prior to termination for a two-year


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<PAGE>

period following such termination. Payments are limited by the provisions of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and
are offset by amounts which may be paid under any other CFC severance policy.

  With respect to the CFC Officers, FUNC agreed that if the employment of
such officer terminates on the Effective Date, FUNC will honor the officer's CFC
Executive Agreement in accordance with its terms. If such officer continues his
or her employment after the Effective Date such officer would be eligible to
receive, as applicable, under certain conditions, payments computed as if the
termination payments under the officer's CFC Executive Agreement had been
triggered on the Effective Date. Such payments would be made in six semi-annual
installments commencing as soon as practicable after the Effective Date. If such
officer's employment were to subsequently terminate, such officer would receive
any of such payments which had not been paid prior to such termination. Without
application of any applicable cap imposed by Section 280G of the Code, such
payments with respect to Mr. Coltman, Mr. Connolly and Ms. Perrotty are
currently estimated to amount to $1,380,000, $1,062,000, and $804,000,
respectively, and with respect to the other 29 CFC Oficers are currently
estimated to amount to $18,192,290, in the aggregate.

  With respect to Mr. Coltman, Ms. Connolly and Ms. Perrotty, if they were
to continue their employment with FUNC after the Effective Date, they would also
receive a minimum annual base salary of $420,000, $300,000 and $261,000,
respectively, and a minimum annual bonus of $580,000, $300,000, and $239,000,
respectively for a three-year period commencing on the Effective Date. In
addition, Mr. Coltman, Mr. Connolly and Ms. Perrotty would receive 10,000, 8,000
and 6,000 shares, respectively, of restricted FUNC Common Stock and options to
purchase 15,000, 10,000 and 10,000 shares, respectively, of FUNC Common Stock in
each of the three years following the Effective Date. Mr. Coltman would also
receive an annual retirement benefit of no less than $400,000 per year. Based
upon the last reported sale price per share of FUNC Common Stock on the NYSE
Tape on January 8, 1998 ($49.25), such restricted stock awards to Messrs.
Larsen, Coltman and Connolly and Ms. Perrotty would have values in the aggregate
of $9,850,000, $1,477,500, $1,182,000 and $886,500, respectively.

  The foregoing employment arrangements following the Effective Date are
subject to the CFC Officers and FUNC entering into such agreements with respect
to such arrangements as FUNC may deem necessary or appropriate.

  See "The Merger -- Interests of Certain Persons".


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<PAGE>

INTERESTS OF CERTAIN PERSONS

 General

  Certain members of CFC's management and of the CFC Board have interests in
the Merger that are in addition to any interests they may have as stockholders
of CFC generally. The material interests include provisions in the Merger
Agreement relating to indemnification of CFC directors and officers,
directors' and officers' liability insurance, the election or appointment of
six members of the CFC Board to the FUNC Board, the election or appointment of
certain members of the CFC Board as trustees of the Charitable Foundation and
certain severance and other employee benefits.

 Larsen Employment Agreement; FUNC Management Post-Merger

  In connection with the execution of the Merger Agreement, FUNC entered into
a five-year Employment Agreement with Terrence A. Larsen, Chairman and Chief
Executive Officer of CFC, which will become effective as of the Effective
Date. The Employment Agreement provides, among other things, for Mr. Larsen to
receive an annual salary of not less than $1,000,000 and a combined annual
salary and bonus of not less than $2,500,000. The Employment Agreement
provides for


                                       46

<PAGE>

an increase in Mr. Larsen's base salary over his current base salary with CFC
and may result in the amount of his annual bonus. The Employment Agreement
also provides that if Mr. Larsen's employment is terminated by FUNC before
expiration of the term of the Employment Agreement or if Mr. Larsen
voluntarily terminates his employment with FUNC at any time or if he dies,
becomes disabled or retires before expiration of the term of the Employment
Agreement, he (or his estate, if he were to die) will receive $2,500,000 per
year until the expiration of the term of the Employment Agreement. Upon
expiration of the term of the Employment Agreement, Mr. Larsen (or his current
spouse, if he is not then living) is guaranteed an annual retirement income of
$1,000,000 (which he may, under certain circumstances, elect to receive as a
lump sum), offset by certain retirement benefits under plans of predecessor
employers and social security benefits. Mr. Larsen will also receive 100,000
shares of restricted FUNC Common Stock and options to purchase 200,000 shares
of FUNC Common Stock upon consummation of the Merger and in the calendar year
following the calendar year in which such consummation occurs. In addition,
FUNC would provide a split-dollar life insurance policy with a total death
benefit of $20,000,000, $15,000,000 of which would be payable to Mr. Larsen's
designated beneficiary, and the remaining $5,000,000 of which would be payable
to FUNC. The Employment Agreement also provides for certain payments,
notwithstanding termination of employment, and associated gross-up payments
for taxes. Mr. Larsen's Employment Agreement shall supersede his termination
of employment agreement with CFC upon consummation of the Merger.

     FUNC has agreed that Mr. Larsen will be elected or appointed a director and
a Vice Chairman of FUNC following the Effective Date. Following the Effective
Date, the "Office of the Chairman" of FUNC will consist of Edward E.
Crutchfield, Chairman and Chief Executive Officer of FUNC, John R. Georgius,
President of FUNC, and Mr. Larsen, who will become a Vice Chairman of FUNC. In
addition to the election or appointment of Mr. Larsen as a director of FUNC,
following the Effective Date, five other directors of CFC will be elected or
appointed directors of FUNC. FUNC also agreed to cause two of the six CFC
directors who are to be elected FUNC directors, including Mr. Larsen, to be
elected or appointed as members of the Executive Committee of the FUNC Board.

 Indemnification; Directors' and Officers' Insurance

     The Merger Agreement provides that FUNC will indemnify the directors,
officers and employees of CFC against certain liabilities (and will advance
certain expenses) for six years following the Effective Date, to the fullest
extent that such persons would have been entitled to indemnification (or to
advancement of certain expenses) under the laws of the Commonwealth of
Pennsylvania, the CFC Articles or the CFC Bylaws, as in effect on the date of
the Merger Agreement. The Merger Agreement also provides that FUNC will maintain
CFC's existing directors' and officers' liability insurance policy, or a policy
(including FUNC's policy) providing comparable coverage, in an amount and on
terms no less favorable, covering persons covered by such policy on the date of
the Merger Agreement, for a period of three years after the Effective Date.

 Additional CFC Employment Agreements

     CFC has a termination of employment agreement with Mr. Larsen and also has
the CFC Executive Agreements with the CFC Officers. In connection with the
execution of the Merger Agreement, FUNC has agreed to honor each of the CFC
Executive Agreements; provided that the Employment Agreement between Mr. Larsen
and FUNC will supersede his termination of employment agreement with CFC upon
consummation of the Merger. Pursuant to the terms of the CFC Executive
Agreements, eligible CFC Officers terminated (as defined in the contract) would
receive severance pay equal to two times their highest base salary and bonus
during the preceding two calendar years. In addition, each eligible CFC Officer
would be provided with certain employee benefits equivalent to those benefits
received immediately prior to termination for a two-year period following such
termination. Payments are limited by the provisions of Section 280G of the Code
and are offset by amounts which may be paid under any CFC severance policy. With
respect to such CFC Officers, FUNC agreed that if the employment of such officer
terminates on the Effective Date, FUNC will honor the officer's CFC Executive
Agreement in accordance with its terms. If such officer continues his or her
employment after the Effective Date such officer would be eligible to receive,
as applicable, under certain conditions, payments computed as if the termination
payments under the officer's CFC Executive Agreement had been triggered on the
Effective Date. Such payments would be made in six semi-annual installments
commencing as soon as practicable after the Effective Date. If such officer's
employment were to subsequently terminate, such officer would receive any of
such payments which had not been paid prior to such termination. Without
application of any applicable cap imposed by Section 280G of the Code, such
payments with respect to Mr. Coltman, Mr. Connolly and Ms. Perrotty are
currently estimated to amount to $1,380,000, $1,062,000, and $804,000,
respectively, and with respect to the other 29 CFC Officers are currently
estimated to amount to $18,192,290, in the aggregate.

     With respect to Messrs. Coltman and Connolly and Ms. Perrotty, if they were
to continue their employment with FUNC after the Effective Date, they would also
receive a minimum base salary of $420,000, $300,000 and $261,000, respectively,

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<PAGE>

and a minimum bonus of $580,000, $300,000, and $239,000, respectively, for a
three-year period commencing on the Effective Date. In addition, Mr. Coltman,
Mr. Connolly and Ms. Perrotty would receive 10,000, 8,000 and 6,000 shares,
respectively, of restricted FUNC Common Stock and options to purchase 15,000,
10,000 and 10,000 shares, respectively, of FUNC Common Stock in each of the
three years following the Effective Date. Mr. Coltman would also receive an
annual retirement benefit of no less than $400,000 per year.

  Based upon the last reported sale price per share of FUNC Common Stock on
the NYSE Tape on January 8, 1998 ($49.25), such restricted stock awards to
Messrs. Larsen, Coltman and Connolly and Ms. Perrotty would have values in the
aggregate of $9,850,000, $1,477,500, $1,182,000 and $886,500, respectively.

  The foregoing employment arrangements following the Effective Date are
subject to the CFC Officers and FUNC entering into such agreements with
respect to such arrangements as FUNC may deem necessary or appropriate.

 Employee Stock Options

  The CFC stock option plan provides that all outstanding options and stock
appreciation rights shall become exercisable immediately prior to a change of
control. Currently, no stock appreciation rights are outstanding. Under the
terms of the stock option plan, a change of control includes, but is not
limited to, approval by the CFC stockholders of a merger (such as the Merger)
with respect to which all or substantially all of the individuals and entities
who were the respective beneficial owners of the CFC Common Stock immediately
prior to such merger do not, following such merger, beneficially own, directly
or indirectly, more than 50 percent of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of
the corporation resulting from such merger.

  The following table sets forth with respect to each of the Named Officers
and the CFC Officers as a group (excluding Messrs. Coltman and Connolly and
Ms. Perrotty), as of the Record Date, (i) the number of shares covered by
options held by such persons, (ii) the number of shares covered by such
options that are exercisable, (iii) the number of shares covered by such
options that will become exercisable upon approval of the Merger Agreement by
CFC stockholders at the CFC Meeting, (iv) the weighted average exercise price
for such exercisable options, and (v) the aggregate value of such exercisable
options based upon the per share value (i.e., stock price less option exercise
price) of CFC Common Stock on the Record Date ($81.25).

<TABLE>
<CAPTION>
                                                                  WEIGHTED
                                                                  AVERAGE
                                              OPTIONS EXERCISABLE EXERCISE  AGGREGATE
                                    OPTIONS      UPON APPROVAL     PRICE    VALUE OF
                          OPTIONS  CURRENTLY          OF            PER    EXERCISABLE
                           HELD   EXERCISABLE  MERGER AGREEMENT    SHARE     OPTIONS
                          ------- ----------- ------------------- -------- -----------
<S>                       <C>     <C>         <C>                 <C>      <C>
Terrence A. Larsen......  550,738   472,131             0          $33.84  $26,111,999
Charles L. Coltman III..  261,131   220,738             0           34.62   12,175,922
Charles P. Connolly,
 Jr. ...................  140,992   112,430             0           35.07    6,510,593
P. Susan Perrotty.......   34,051    19,950             0           40.40    1,390,863
CFC Officers............  951,691   721,695             0           36.00   43,062,753
</TABLE>

 Supplemental Retirement Benefits

  CFC maintains a supplemental retirement plan which provides benefits which
cannot be paid from CFC's qualified retirement plan because of Code
limitations. The CFC supplemental retirement plan provides that benefits may
become payable if the beneficiary has terminated employment with CFC. Such
benefits are not payable solely as a result of the Merger. CFC also maintains
an excess 401(k) plan which permits contributions in excess of those
permitted under ERISA. The plan provides that account balances will be
distributed to participants in a lump sum after a participant's termination of
employment. Such account balances are not payable solely as a result of the
Merger.

 Certain Other Matters Relating to CFC Employee Benefit Plans

  The Merger Agreement provides for FUNC to assume all outstanding employee
stock options to purchase shares of CFC Common Stock on the Effective Date in
accordance with the terms of the CFC stock option plan and the individual
stock option agreements, provided that such options shall thereafter be
exercisable for a number of shares of FUNC Common Stock reflecting the
Exchange Ratio.

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  The Merger Agreement also provides that after the Effective Date, employees
of CFC shall be generally entitled to participate in the employee benefit
plans of FUNC on substantially the same terms and conditions as employees of
FUNC. Until such time, employees of CRFC would continue to participate in the
employee benefit plans of CFC.

  CFC currently maintains a severance plan which is applicable to the general
employee population. Under the terms of the severance plan, terminated CFC
employees are entitled to severance benefits for periods ranging from a
minimum of 12 weeks to a maximum of 78 weeks, generally depending upon length
of service and job grade.

 Charitable Foundation; Regional Board

  The members of the CFC Board who are not elected or appointed directors of
the FUNC Board will be appointed to a board of directors which will advise
FUNC management on certain matters in the Pennsylvania, New Jersey, New York,
Connecticut and Delaware geographic areas of FUNC's operations, for which they
will receive annual fees of $32,000. In addition, certain of the members of
the CFC Board will be appointed as trustees of the Charitable Foundation, for
which they will receive annual fees of $32,000.


                                      49