<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

(MARK ONE)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                      OR

[_] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         Commission File Number 0-6879

                           CORESTATES FINANCIAL CORP
     ---------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Pennsylvania                                23-1899716
     --------------------------------                 -----------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

     Philadelphia National Bank Building
     Broad & Chestnut Streets
     P.O. Box 7618
     Philadelphia, Pennsylvania 19101-7618               19101
-------------------------------------------------    -------------
(Address of Principal Executive Offices)               (Zip Code)
Registrant's telephone number, including area code:  215-786-1364

Securities registered pursuant to Section 12(b) of the Act:

                                           Name of Each Exchange
     Title of Class                        Upon Which Registered
     --------------                        ---------------------
  Common Stock, $1.00 par value            New York Stock Exchange
  Common Stock, $1.00 par value            The Philadelphia Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

     Yes     X         No
         --------         -------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]

The aggregate market value of voting stock held by non-affiliates of registrant
based on the closing sale price on February 28, 1997 was approximately
$11,042,988,376.50.  For this purpose only, all directors and executive officers
of the registrant were assumed to be affiliates. The number of shares of Common
Stock outstanding at February 28, 1997 was 214,617,361.
<PAGE>
 
                      DOCUMENTS INCORPORATED BY REFERENCE

1.  Annual Report to Shareholders for the fiscal year ended December 31, 1996,
    portions of which are incorporated by reference in Parts I, II and IV of
    this Report.

2.  CoreStates Financial Corp 1997 Proxy Statement, portions of which are
    incorporated by reference in Part III of this Annual Report. The
    incorporation by reference herein of portions of the Proxy Statement shall
    not be deemed to specifically incorporate by reference the information
    referred to in Item 402(a)(8) of Regulation S-K.
<PAGE>
 
                                     INDEX
                                     -----

PART I                                                                      PAGE
                                                                            ----
Item 1  Business                                                              2
Item 2  Properties                                                           23
Item 3  Legal Proceedings                                                    24
Item 4  Submission of Matters to a Vote of Security Holders                  24

PART II

Item 5  Market for Registrant's Common Equity and Related
        Stockholder Matters                                                  24
Item 6  Selected Financial Data                                              25
Item 7  Management's Discussion and Analysis of Financial                   
        Condition and Results of Operations                                  25
Item 8  Financial Statements and Supplementary Data                          25
Item 9  Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure                                  *

PART III

Item 10  Directors and Executive Officers of the Registrant                  26
Item 11  Executive Compensation                                              26
Item 12  Security Ownership of Certain Beneficial Owners and            
         Management                                                          26
Item 13  Certain Relationships and Related Transactions                      26

PART IV

Item 14  Exhibits, Financial Statement Schedules and Reports
         on Form 8-K                                                       27-28

SIGNATURES                                                                 41-42

EXHIBIT INDEX                                                                43

*Not Applicable



                                       i
<PAGE>
 
                                     PART I

Item 1 - Business

     CoreStates Financial Corp ("CoreStates") is a bank holding company
registered under the Federal Bank Holding Company Act of 1956, as amended (the
"Act") and incorporated under the laws of Pennsylvania. At December 31, 1996,
CoreStates had total consolidated assets of approximately $45.5 billion and
shareholders' equity of approximately $3.7 billion. Based on December 31, 1996
rankings of bank holding companies by total consolidated assets, CoreStates was
believed to be the 21st largest bank holding company in the United States at
such date.

     Effective April 9, 1996, Meridian Bancorp, Inc. ("Meridian"), a regional
bank holding company headquartered in Reading, Pennsylvania, was merged with and
into CoreStates.  Approximately 81.1 million shares of CoreStates' common stock
were issued in connection with the merger, which was accounted for as a pooling
of interests.  Accordingly, all financial information has been restated as if
the entities were combined for all periods presented.  On February 23, 1996,
United Counties Bancorporation ("United Counties"), a $1.6 billion asset New
Jersey bank holding company, was merged with and into Meridian in a transaction
also accounted for as a pooling of interests.

     The in-market acquisition of Meridian has combined two solidly performing
banking organizations, and has strengthened CoreStates' market positions in
consumer, small business and middle market banking in eastern Pennsylvania,
northern Delaware, and central and southern New Jersey.  Operating efficiencies
achieved in 1996 as a result of the merger were approximately $47 million on a
pre-tax basis.

Banking Subsidiaries

     The lead banking subsidiary of CoreStates is CoreStates Bank, N.A.
("CoreStates Bank"), a national banking association with executive offices
located in Philadelphia, Pennsylvania.  In its continuing effort to streamline
and eliminate duplicate services, and to further the goal of effectively
consolidating all acquisitions under the CoreStates name, CoreStates proceeded
throughout 1996 on a course of merger activity related to the

                                       2
<PAGE>
 
acquired entities. Accordingly, on February 23, 1996, United Counties Trust
Company merged with and into Meridian Bank, New Jersey. On June 14, l996,
Meridian Bank, New Jersey, merged with and into New Jersey National Bank
("NJNB"), a national bank with executive offices located in Ewing Township, New
Jersey. On June 27, 1996, Meridian Bank merged with and into CoreStates Bank.
Finally, on December 6, 1996, NJNB merged with and into CoreStates Bank.
Related to this merger process, the former Meridian Pennsylvania and Delaware
banking branches were consolidated into CoreStates' branch system in the third
quarter of 1996 and the former Meridian and United Counties New Jersey branches
were consolidated into CoreStates' system in the fourth quarter of 1996.

     CoreStates Bank of Delaware, N.A. ("CBD"), a national banking association
with its executive office located in New Castle County, Delaware, remains as a
principal banking subsidiary of CoreStates. CoreStates Bank and CBD are
sometimes referred to herein as the "Banking Subsidiaries".  Through CoreStates
Bank and CBD, CoreStates engages in the business of providing wholesale banking
services, consumer financial services which includes retail banking, and trust &
investment management services.

     As of December 31, 1996, the Banking Subsidiaries operated from 571 full
service offices located in eastern and central Pennsylvania and New Jersey and
one office located in Delaware. CoreStates Delaware, N.A. operated from one
office located in Delaware. CoreStates Bank also operates from 5 foreign branch
offices and 23 foreign representative offices.

Other Significant Subsidiaries and Affiliated Companies

     Congress Financial Corporation ("Congress"), a majority-owned subsidiary of
     ------------------------------                                             
CoreStates, and its subsidiaries are engaged in commercial financing and
factoring with headquarters in New York City and offices in Atlanta, Boston,
Chicago, Columbia, Dallas, Los Angeles, Miami, Milwaukee, Portland, Toronto and
San Juan.  As of December 31, 1996, factored receivables of Congress and its
subsidiaries totaled $411 million while outstanding commercial finance
obligations and other receivables totaled $2,270 million.

     CoreStates Capital Corp ("Capital") is CoreStates' designated financing
     -----------------------                                                
entity to obtain both short-term and long-term financing

                                       3
<PAGE>
 
for CoreStates and its  subsidiaries.  At December 31, 1996, Capital had
outstanding commercial paper in the aggregate principal amount of $625 million
and debt securities in the aggregate outstanding principal amount of $2,329
million, with  maturities ranging from 1 month to 10 years.

     CoreStates Delaware, N.A. ("CS Delaware") is a national bank subsidiary of
     -------------------------                                                 
CoreStates which in 1995 opened a specialized consumer credit and education
financing business at one location in Delaware under the registered trade name
of The LearningCurve.  As of December 31, 1996, CS Delaware had outstanding
accounts receivable of approximately $3.0 million.

     Electronic Payment Services, Inc. ("EPS") is a joint venture formed in late
     ---------------------------------                                          
1992 that combined the separate consumer electronic transaction processing
businesses of CoreStates, Banc One Corporation, PNC Financial Corp. and KeyCorp
(formerly Society Corporation) into the nation's leading provider of automated
teller machine and point of sale processing services to individuals, financial
institutions and retail stores.  On March 27, 1995, National City Corporation
was admitted as an additional partner.

     Other Subsidiaries.  CoreStates also has several other direct and indirect
     -------------------                                                       
subsidiaries including companies engaged in discount brokerage services,
processing services, investment advisory services, lease financing activities,
holding real property facilities used by CoreStates' Banking Subsidiaries and
companies created solely to facilitate the business of other subsidiaries.

     Core Business Sectors.  For analytical purposes, management has focused
     ----------------------                                                 
CoreStates into five core business sectors: Global and Specialized Banking;
Regional Banking; Retail Credit Services; Trust and Asset Management; and Third
Party Processing.  Further information regarding CoreStates' five core business
sectors is presented in Management's Discussion and Analysis of Financial
Condition and Results of Operations at pages 13 through 15 of the CoreStates
Annual Report to Shareholders for the fiscal year ended December 31, 1996
(Exhibit 13 pages 9 through 13), which pages of the Annual Report are
incorporated herein by reference.  A brief discussion of the five core
businesses is presented below.  There is considerable inter-relationship among
these businesses.

     Global and Specialized Banking.  Global and Specialized
     -------------------------------                        

                                       4
<PAGE>
 
banking services are provided through the Banking Subsidiaries and Congress and
include the following business lines: Specialized Banking, Secured Lending, Real
Estate, Large Corporate Banking, Congress, International Banking, Investment
Banking and Cash Management. Domestic financing services include commercial,
industrial and real estate loans; the financing of receivables, inventory and
equipment; derivative market activities to provide risk management services for
customers;  and the provision of financial services for correspondent banks.
Foreign and international financial services include the making of loans;
banker's acceptance financing; the issuance and confirmation of letters of
credit; check and funds clearings, and related financial services.  Also
provided are transaction processing services, including cash management, lock
box, funds transfer and collection and disbursement management on both a
domestic and an international basis.

     International activities are conducted directly by CoreStates Bank through
its head office in Philadelphia and 28 foreign offices.  In addition,
international banking and financing activities are conducted through two wholly-
owned Edge Act subsidiaries with five offices.

     Advisory services are also provided which relate to loan syndications,
private placements, mergers and acquisitions, company valuations and other
similar matters.  The Global and Specialized banking business also deals in and
underwrites obligations of the United States Government and  Federal agencies
and general obligations of states, municipalities and political sub-divisions
and assists individual corporate customers as well as other institutions with
the purchase and sale of all types of marketable securities.

     Regional Banking  This core business is provided by the Banking
     ----------------                                               
Subsidiaries and includes the following business lines: Retail Banking and
Delivery, Small Business Lending and Middle Market Lending.  Retail Banking
services are offered through the branch network of the Banking Subsidiaries in
Pennsylvania, New Jersey, and Delaware. This branch banking network provides a
full range of products including deposit, loan and related financial products,
primarily on a full relationship basis.

     Trust & Asset Management  This core business provides products
     ------------------------                                      

                                       5
<PAGE>
 
through four business lines: Institutional Trust; Personal Trust; Private
Banking; and Investment Management.  Meridian's corporate trust business was
sold in the fourth quarter of 1996.  The products of the four business lines are
offered through the Banking Subsidiaries and include fiduciary administration
and transaction processing services.  CoreStates Investment Advisers, Inc.
provides investment management services.

     Retail Credit Services This core business includes the following major
     ----------------------                                                
business lines: Credit Card, Dealer Services, Educational Lending, Mortgage
Services and Card Linx (CoreStates' merchant credit card processing business).

     Third Party Processing  This core business includes   the QuestPoint
     ----------------------                                              
processing companies, all wholly-owned entities, and earnings from CoreStates'
investment in Electronic Payment Services, Inc. ("EPS").  The QuestPoint
companies include: QuestPoint Check Services, L.P. (formerly known as Transys)--
a provider of check processing and payment services to CoreStates and other
financial institutions; QuestPoint Remittance Services, L.P. (formerly CashFlex,
L.P.)--a leading supplier of remittance processing services nationwide to
corporations, CoreStates, and other financial institutions; and SynapQuest--a
provider of  retail credit card processing services to CoreStates and other
financial institutions.  On November 7, 1996, QuestPoint acquired five check
processing centers from the Bisys Group, Inc.  The acquisition enhances
QuestPoint's position as a national check processing company and provides an
expanded customer base for other QuestPoint products.

Government Supervision and Regulation

     General  CoreStates is a bank holding company within the meaning of the Act
     -------                                                                    
and is registered as such with the Federal Reserve Board.  As a bank holding
company, CoreStates is also subject to regulation by applicable state regulatory
authorities. The Banking Subsidiaries are national banks and are subject to
regulation, supervision and regular examination by the OCC, as well as
regulation by the Federal Deposit Insurance Corporation ("FDIC").

     Bank holding companies and banks are extensively regulated under both
federal and state law.  The regulation and supervision

                                       6
<PAGE>
 
of CoreStates and the Banking Subsidiaries are designed primarily for the
protection of depositors and not the respective institutions or their
stockholders.  To the extent that the following information describes statutory
and regulatory provisions, it is qualified in its entirety by reference to the
particular statutory and regulatory provisions.  A change in applicable law or
regulation may have a material effect on the business of CoreStates.

     CoreStates is required to file an annual report with the Federal Reserve
Board containing such information as the Federal Reserve Board may require
pursuant to the Act.  Copies of annual and other periodic reports are also
required to be filed with the applicable state regulatory authorities.  The Act
requires each bank holding company to obtain the prior approval of the Federal
Reserve Board before it may acquire substantially all of the assets of any bank,
or before it may acquire ownership or control of any voting shares of any bank,
if, after such acquisition, it would own or control, directly or indirectly,
more than 5% of the voting shares of such bank.  The Act also restricts the
types of businesses and operations in which a bank holding company and its non-
bank subsidiaries may engage.  Generally, permissible activities are limited to
banking and activities found by the Federal Reserve Board to be so closely
related to banking as to be a proper incident thereto.

     The operations of the Banking Subsidiaries are subject to requirements and
restrictions under federal and state law, including requirements to maintain
reserves against deposits, restrictions on the types and amounts of loans that
may be made and limits upon the types of services which may be offered.  Various
consumer laws and regulations also affect the operations of the Banking
Subsidiaries.  Regulatory approvals are required for branching and for bank
mergers.

     Capital Guidelines  A discussion of capital guidelines and capital strength
     ------------------                                                         
is included in Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 15 and 16 of the CoreStates Annual Report to
Shareholders for the fiscal year ended December 31, 1996 (Exhibit 13 pages 14
and 15) and in Footnote 6 "Regulatory and Capital Matters" on page 46 of the
CoreStates Annual Report to Shareholders (Exhibit 13 pages 62 and 63), which
pages of the Annual Report are incorporated herein

                                       7
<PAGE>
 
by reference.

     Potential Enforcement Actions  Bank holding companies and national banks
     -----------------------------                                           
and their institution-affiliated parties may be subject to potential enforcement
actions by the Federal Reserve Board, the OCC or the FDIC for unsafe or unsound
practices in conducting their businesses, or for violations of any law, rule or
regulation or provision, any consent order with any agency, any condition
imposed in writing by the agency or any written agreement with the agency.  Non-
bank holding companies may also be subject to enforcement actions by state
regulatory authorities.  Enforcement actions may include the imposition of a
conservator or receiver, additional cease-and-desist orders and written
agreements, the termination of insurance of deposits, the imposition of civil
money penalties, and removal and prohibition orders against institution-
affiliated parties and the suspension or revocation of state-mandated lending or
other licenses.

     Dividends  CoreStates is a legal entity separate and distinct from its
     ---------                                                             
Banking Subsidiaries and other subsidiaries.  CoreStates' principal source of
revenue consists of dividends from its bank and non-bank subsidiaries. 

     Provisions of Federal banking law restrict the amount of dividends that can
be paid to CoreStates by the Banking Subsidiaries.  Under applicable Federal
law, no dividends may be paid in an amount greater than "undivided profits then
on hand," after deduction therefrom of certain loan losses.  In addition, for
each of the Banking Subsidiaries, prior approval of the Comptroller is required
if the total of all dividends declared by a subsidiary bank in any calendar year
will exceed its net profits (as defined) for that year, combined with its
retained net profits for the preceding two calendar years. Based on these
regulations, CoreStates Bank and CBD can declare dividends without approval of
the Comptroller of the Currency of approximately $112,000,000 and $18,000,000,
respectively, plus an additional amount equal to CoreStates Bank's and CBD's
retained net profits for 1997 up to the date of any such dividend declaration.
See Footnote 6 "Regulatory and Capital Matters" on page 46 of the CoreStates
Annual Report to Shareholders (Exhibit 13 pages 62 and 63) which pages of the
Annual Report are incorporated herein by reference.

                                       8
<PAGE>
 
     The payment of dividends by each of CoreStates and the Banking Subsidiaries
may also be affected by other factors, such as the maintenance of adequate
capital.  For example, the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA") generally prohibits an undercapitalized institution from
paying dividends. In addition, if, in the opinion of the applicable regulatory
authority, a bank holding company or a bank under its jurisdiction is engaged in
or is about to engage in an unsafe or unsound practice (which, depending on the
financial condition of the bank, could include the payment of dividends), such
authority may require, after notice and hearing, that such organization cease
and desist from such practice.  The Federal Reserve Board, the OCC and the FDIC
have issued policy statements which provide that insured banks and bank holding
companies should generally pay dividends only out of current operating earnings.

     Support of Bank Subsidiaries  A depository institution insured by the FDIC
     ----------------------------                                              
can be held liable for any loss incurred by, or reasonably expected to be
incurred by, the FDIC after August 9, 1989 in connection with (i) the default of
a commonly controlled FDIC-insured depository institution or (ii) any assistance
provided by the FDIC to a commonly controlled FDIC-insured depository
institution in danger of default.  "Default" is defined generally as the
appointment of a conservator or receiver and "in danger of default" is defined
generally as the existence of certain conditions indicating that a "default" is
likely to occur in the absence of regulatory assistance.

     Under Federal Reserve Board regulations, a bank holding company is required
to serve as a source of financial and managerial strength to its subsidiary
banks and may not conduct its operations in an unsafe or unsound manner.  In
addition, it is the Federal Reserve Board's policy that in serving as a source
of strength to its subsidiary banks, a bank holding company should stand ready
to use available resources to provide adequate capital funds to its subsidiary
banks during periods of financial stress or adversity and should maintain the
financial flexibility and capital-raising capacity to obtain additional
resources for assisting its subsidiary banks.  A bank holding company's failure
to meet its obligations to serve as a source of strength to its subsidiary banks
will generally be considered by the Federal Reserve Board to be an unsafe and
unsound banking practice or a violation of the Federal Reserve Board regulations
or both.  This

                                       9
<PAGE>
 
doctrine is commonly known as the "source of strength" doctrine.

     Federal law provides for the enforcement of any pro rata assessment of
shareholders of a national bank to cover impairment of capital stock by sale, to
the extent necessary, of the stock of any assessed shareholder failing to pay
the assessment.

     Borrowings by Holding Companies  Federal law prevents CoreStates and
     -------------------------------                                     
certain of its affiliates from borrowing from its banking subsidiaries unless
such borrowings are secured by specified amounts and types of collateral.
Additionally, each such secured loan to an affiliate is generally limited to an
amount not exceeding 10% of the bank's capital and surplus, and all such loans
between the lending bank and its affiliates are limited to an amount not to
exceed 20% of the lending bank's capital and surplus. Further, a bank holding
company and its subsidiaries are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, lease or sale of
property or furnishing of services.

                                       10
<PAGE>
 
     FDICIA
     ------

     Insurance Premiums Deposits of the Banking Subsidiaries are insured by the
     ------------------                                                        
FDIC and are subject to FDIC insurance assessments. The Deposits Insurance Fund
Act of 1996 ("Funds Act") became effective on September 30, 1996. A special one-
time assessment was made on institutions carrying Savings Association Insurance
Fund ("SAIF") insured deposits. Pursuant to this assessment, CoreStates in the
third quarter of 1996 expensed $14.2 million pre-tax, or $8.9 million after-tax,
for this special assessment on its SAIF insured deposits. In general, effective
SAIF rates range from 0 to 27 basis points as of October 1, 1996. In general,
effective Bank Insurance Fund ("BIF") rates range from 0 to 27 basis points as
of October 1, 1996. Limited adjustments in the base assessment rates for both
the SAIF and for the BIF may be done by rulemaking without notice and comment.
In general, the range of assessment is dependent upon capitalization and other
risk factors related to the institution. Each of the Banking Subsidiaries has
been notified by the FDIC that, for the semiannual assessment period beginning
January 1, 1997, each is subject to a BIF semi-annual assessment rate of .00648%
and a SAIF semi-annual assessment rate of .0324%. Deposits in the Banking
Subsidiaries subject to the SAIF assessment were approximately $3 billion at
December 31, 1996; and deposits in the Banking Subsidiaries subject to the BIF
assessment were approximately $28 billion at December 31, 1996.

     Prompt Corrective Action  FDICIA requires Federal banking agencies to
     ------------------------                                             
broaden the scope of regulatory corrective action taken with respect to
depository institutions that do not meet minimum capital requirements and to
take such actions promptly in order to minimize losses to the FDIC.  In
connection with FDICIA, Federal banking agencies are required to establish
capital measures (including both a leverage measure and a risk-based capital
measure) and to specify for each capital measure the levels at which depository
institutions will be considered "well capitalized", "adequately capitalized",
"undercapitalized", "significantly undercapitalized" or "critically
undercapitalized".

     Under FDICIA, the Federal banking regulators have adopted regulations
establishing relevant capital measures and relevant capital levels.  The
relevant capital measures are the Total Capital to risk adjusted assets ratio,
Tier 1 Capital to risk

                                       11
<PAGE>
 
adjusted assets ratio and the leverage ratio.  Under these regulations, a bank
will be (i) "well capitalized" if it has a Total Capital to risk adjusted assets
ratio of 10% or greater, a Tier 1 Capital to risk adjusted assets ratio of 6% or
greater and a leverage ratio of 5% or greater and is not subject to any order or
written directive by its primary Federal regulator to meet and maintain a
specific capital level for any capital measure; (ii) "adequately capitalized" if
it has a Total Capital to risk adjusted assets ratio of 8% or greater, a Tier 1
Capital to risk adjusted assets ratio of 4% or greater and a leverage ratio of
4% or greater (3% in certain circumstances) and is not well capitalized; (iii)
"undercapitalized" if it has a Total Capital to risk adjusted assets ratio of
less than 8%, a Tier 1 Capital to risk adjusted assets ratio of less than 4% or
a leverage ratio of less than 4% (3% in certain circumstances); (iv)
"significantly undercapitalized" if it has a Total Capital to risk adjusted
assets ratio of less than 6%, a Tier 1 Capital to risk adjusted assets ratio of
less than 3% or a leverage ratio of less than 3%; and (v) "critically
undercapitalized" if its tangible equity is equal to or less than 2% of average
quarterly tangible assets.  Each of the Banking Subsidiaries is considered well
capitalized.

     FDICIA authorizes the appropriate Federal banking agency, after notice and
an opportunity for a hearing, to treat a well capitalized, adequately
capitalized or undercapitalized insured depository institution as if it had a
lower capital-based classification if it is in an unsafe or unsound condition or
engaging in an unsafe or unsound practice.  Thus, an adequately capitalized
institution can be subjected to the restrictions on undercapitalized
institutions described below (except that a capital restoration plan cannot be
required of the institution) and an undercapitalized institution can be
subjected to the restrictions applicable to significantly undercapitalized
institutions described below.

     FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to growth
limitations and are required to submit a capital restoration plan. The Federal
banking agencies may not accept a capital plan without determining, among other
things, that the plan is based on

                                       12
<PAGE>
 
realistic assumptions and is likely to succeed in restoring the depository
institution's capital.  In addition, for a capital restoration plan to be
acceptable, the depository institution's parent holding company must guarantee
that the institution will comply with such capital restoration plan.  The
aggregate liability of the parent holding company is limited to the lesser of
(i) an amount equal to five percent of the depository institution's total assets
at the time it became undercapitalized, and (ii) the amount which is necessary
(or would have been necessary) to bring the institution into compliance with all
capital standards applicable with respect to such institution as of the time it
fails to comply with the plan.  In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a Federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.  If a
depository institution fails to submit an acceptable plan, it is treated as if
it is significantly undercapitalized.

     Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.

     Brokered Deposits  Under FDICIA, a bank cannot accept brokered deposits
     -----------------                                                      
(which term is defined to include payment of an interest rate more than 75 basis
points above prevailing rates) unless (i) it is well capitalized or (ii) it is
adequately capitalized and receives a waiver from the FDIC.  A bank that cannot
receive brokered deposits also cannot offer "pass-through" insurance on certain
employee benefit accounts.  In addition, a bank that is adequately capitalized
may not pay an interest rate on any deposits in excess of 75 basis points over
certain prevailing market rates. There are no such restrictions on a bank that
is well capitalized. Each of the CoreStates Banking Subsidiaries is well
capitalized for purposes of the foregoing.

     Safety and Soundness Standards Pursuant to FDICIA each of the Federal bank
     ------------------------------                                            
regulatory agencies has adopted the Interagency Guidelines Establishing
Standards for Safety and Soundness (the

                                       13
<PAGE>
 
"Guidelines").  The Guidelines contain standards relating to internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, and employee compensation,
fees and benefits and standards specifying minimum earnings sufficient to absorb
losses without impairing capital, to the extent feasible a minimum ratio of
market value to book value for publicly traded shares and such other standards
relating to the foregoing as it deems appropriate. An institution that fails to
comply with such standards will be required to submit a plan designed to achieve
such compliance.  If no such plan is submitted or a failure to implement such a
plan exists, the depository institution would become subject to additional
regulatory action or enforcement proceedings.

     Other  FDICIA also contains a variety of other provisions that may affect
     -----                                                                    
the operations of bank holding companies and banks, including various reporting
requirements, revised regulatory standards for real estate lending, "truth in
savings" provisions and the requirement that a depository institution give 90
days' prior notice to customers and regulatory authorities before closing any
branch.

Interstate Banking and Branching Legislation

     The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("Riegle-Neal") eliminated many  restrictions on interstate banking and
branching.  Riegle-Neal authorized, as of September 29, 1995, interstate
acquisitions of banks by bank holding companies without geographic limitations.
Beginning June 1, 1997, the legislation will allow interstate branching in
states that have not passed legislation prohibiting interstate branching, except
that de novo branching or acquisition of a branch in another state without
acquisition of the entire bank will only be permitted if expressly permitted by
the law of the state in which such branch would be located.  Interstate
branching prior to June 1, 1997 is possible in states that pass laws
affirmatively authorizing such interstate branching.  As of December 31, 1996
Pennsylvania, New Jersey and Delaware have enacted such legislation.  Although,
under certain circumstances, national banks located in different states have
been permitted to merge under authority of the National Bank Act, prior to the
Riegle-Neal legislation other types of interstate acquisitions of banks had
required affirmative authorization in state law, and interstate branching had
been

                                       14
<PAGE>
 
possible only to a very limited degree.

Securities and Related Regulation

     The Corporation's subsidiaries engaged in securities-related activities are
regulated by the Securities and Exchange Commission ("SEC").  The activities of
the Corporation's two subsidiaries which are registered broker dealers are also
monitored by the Federal Reserve Board.  Each such company is also subject to
rules and regulations promulgated by the National Association of Securities
Dealers, Inc., the Securities Investors Protection Corporation and various state
securities commissions and with respect to public finance activities the
Municipal Securities Rulemaking Board.

     Non-bank subsidiaries of CoreStates that are registered as investment
advisers are subject to the regulations of the SEC and may be subject to
regulations of one or more state securities commissions.  Additionally, an
investment adviser which is a subsidiary of a national bank is subject to
supervision by the OCC. Investment Companies (as defined in the Investment
Company Act of 1940, as amended) advised by an investment adviser subsidiary of
CoreStates are registered with the SEC.

Legislative and Regulatory Proposals and Reforms

     The banking industry is a frequent subject of legislative and regulatory
proposals and reforms.  In 1996, some of these reform measures included the
possibility for non-bank subsidiaries to engage in activities not permissible
for the parent national bank to conduct directly.  Early in 1997, the Federal
Reserve Board issued proposals which would expand the ability of bank holding
companies to engage in securities underwriting and dealing.  It is premature to
predict what effect, if any, measures such as these may have on CoreStates and
its subsidiaries.

Competition

     The activities in which CoreStates and the Banking Subsidiaries engage are
highly competitive.  Generally, the lines of activity and markets served involve
competition with other banks and non-bank financial institutions, as well as
other entities which offer financial services, located both within and without
the

                                       15
<PAGE>
 
United States.  The methods of competition center around various factors, such
as customer services, interest rates on loans and deposits, lending limits and
location of offices.

     The five core business segments in the markets served by the Banking
Subsidiaries and EPS are highly competitive and the Banking Subsidiaries and EPS
compete with other commercial banks, savings and loan associations and other
businesses which provide services similar to those offered by the Banking
Subsidiaries and EPS.  The Banking Subsidiaries actively compete in Global and
Specialized Banking with local, regional and international banks and non-bank
financial organizations, some of which are significantly larger than the Banking
Subsidiaries.  In providing consumer financial services (Regional Banking and
Retail Credit Services), the Banking Subsidiaries' competitors include other
banks, savings and loan associations, credit unions, regulated small loan
companies and other non-bank organizations offering financial services.  In
providing Trust and Asset Management services, the Banking Subsidiaries compete
with other banks, investment counselors and insurance companies in national
markets for institutional funds and corporate pension and profit sharing
accounts.  The Banking Subsidiaries also compete with other banks, insurance
agents, financial counselors and other fiduciaries for personal trust business.

     The Banking Subsidiaries also actively compete for funding. A primary
source of funds is deposits, and competition for deposits includes other deposit
taking organizations, such as commercial banks, savings and loan associations
and credit unions, and so-called "money market" mutual funds.  The Banking
Subsidiaries also actively compete for funds with U.S. Government securities and
in the open money market.

                                   Employees

     As of February 28, 1997, CoreStates and its subsidiaries employed 15,835
persons on a full time basis and 3,505 part-time persons on a full-time
equivalent basis.  CoreStates provides a variety of employment benefits and
considers its relations with its employees to be satisfactory.

                                       16
<PAGE>
 
                       Selected Statistical Information

     Tables and selected statistical information concerning CoreStates and its
subsidiaries as described below and set forth on pages of the CoreStates 1996
Annual Report to Shareholders (and Exhibit 13 page numbers) set forth below are
incorporated herein by reference:

<TABLE>
<CAPTION>
                                        Annual Report to      Exhibit 13      
                                        Shareholders          Page            
                                        Page Reference        Reference       
                                        --------------        ---------       
<S>                                     <C>                   <C>             
Distribution of Assets, Liabilities
and Stockholders' Equity;
Interest Rates and Interest
Differential..........................       60-61, 64        83-86, 89 
                                                                        
Investment Portfolio..................       70               95        
                                                                        
Loan Portfolio........................       16-21            16-23     
                                             65-68            90-93     
                                                                        
Summary of Loan Loss Experience.......       19-20            21-22     
                                             67-68            92-93     
                                                                        
Deposits..............................       60-61            83-86     
                                             68               93        
                                                                        
Return on Equity and Assets...........       62               87        
                                                                        
Short-Term Borrowings.................       47-48            66         
</TABLE>

RISK ELEMENTS

The following is a description of the risk elements related to foreign 
outstandings in addition to the risk elements described under the Loan Portfolio
references to the Annual Report noted above:

Foreign Outstandings

     While the associated risks are clearly recognized, international lending is
a part of the Corporation's wide range of international services. It is the 
Corporation's intent to remain involved in providing the international financial
services needed for the increasingly global competition faced by customers. At 
December 31, 1996, 1995 and 1994, there were no aggregate foreign outstandings 
(defined as loans, investments, acceptances and time deposits) to borrowers in a
foreign country that exceeded 1% of total assets. Outstandings below 1%, but 
over .75% of total assets were $389 million in Japan at December 31, 1996. There
were no outstandings below 1%, but over .75% at December 31, 1995 and 1994.

INTEREST SENSITIVITY ANALYSIS

     Information illustrating the interest sensitivity of CoreStates' interest
earning assets and interest bearing liabilities is contained on page 69 of the
Annual Report to Shareholders (Exhibit 13 page 94) and on page 18 of this Form
10-K. The interest sensitivity table on page 18 of this Form 10-K is different
from the table contained in the Annual Report because managerial assumptions
related to the appropriate investment maturities for non-interest bearing
funding sources and the repricing behavior of non-contractual deposit products
which are included in the Annual Report have been eliminated from the table on
page 18.

                                       17
<PAGE>
<TABLE> 
<CAPTION> 

Interest Sensitivity Analysis at December 31, 1996                            Rate Maturity Period 
(in millions)                                           -------------------------------------------------------------
                                                          1-90     91-181  182-365     1-2        2-5    Greater than 
                                                          Days      Days     Days     Years      Years      5 Years       Total
                                                          ----      ----     ----     -----      -----      -------       -----
<S>                                                     <C>       <C>      <C>      <C>        <C>       <C>            <C> 
Earning Assets                                                                                                          
--------------
Federal Funds Sold, Resale Agreements and Trading                                                                       
  Account Securities                                    $   632                                                         $   632
Time Deposits                                             1,400   $  590   $  453                                         2,443
Investment Securities                                       854      368      627   $ 1,065    $    945    $    224       4,083
Interest Rate Swaps                                       1,139      412    1,050     1,384       4,802       1,331      10,118
Asset Financial Futures                                     328      345    1,111        15           0           0       1,799
                                                        -------   ------   ------   -------    --------    --------     ------- 
    Total Discretionary Assets                            4,353    1,715    3,241     2,464       5,747       1,555      19,075
    Total Loans and Lease Financing (a)                  21,695    1,814    1,892     2,592       3,759       1,025      32,777
                                                        -------   ------   ------   -------    --------    --------     ------- 

    Total Earning Assets                                 26,048    3,529    5,133     5,056       9,506       2,580      51,852
                                                        -------   ------   ------   -------    --------    --------     ------- 
                                                                                                                        
Liabilities                                                                                                             
-----------
Federal Funds Purchased, Repurchase Agreements and                                                                      
  Other Short-term Funds Borrowed                         2,628        5        0         0           0           0       2,633
Domestic and Foreign Time Deposits (b)                    2,044       27       78         1          11           2       2,163
Long Term Debt                                            1,427        3        2         4         389       1,224       3,049
Interest Rate Swaps                                       9,023      140       95       227         377         256      10,118
Liability Financial Futures                               1,787       12        0         0           0           0       1,799
                                                        -------   ------   ------   -------    --------    --------     ------- 
    Total Discretionary Liabilities                      16,909      187      175       232         777       1,482      19,762

Savings Certificates                                      2,491    1,317    2,527     1,136       1,043         228       8,742
Money Market, savings, and NOW accounts                   3,674      881    1,602     2,727       4,393           0      13,277
                                                        -------   ------   ------   -------    --------    --------     ------- 
    Total Savings Certificates and Indefinite Maturity    6,165    2,198    4,129     3,863       5,436         228      22,019
                                                        -------   ------   ------   -------    --------    --------     ------- 

    Total Net Funding Sources                            23,074    2,385    4,304     4,095       6,213       1,710      41,781
                                                        -------   ------   ------   -------    --------    --------     ------- 

    Period Gap                                          $ 2,974   $1,144   $  829   $   961    $  3,293    $    870     $10,071 (c)
                                                        =======   ======   ======   =======    ========    ========     ======= 
    Cumulative Gap                                      $ 2,974   $4,118   $4,947   $ 5,908    $  9,201    $ 10,071
                                                        =======   ======   ======   =======    ========    ========       
</TABLE> 


Notes to Interest Sensitivity Analysis:
---------------------------------------

a)  Non-performing loans are included in 1-90 days.
b)  Deposit volumes exclude time deposits not at interest.
c)  Net non-interest bearing funds is the sum of non-interest bearing
    liabilities, shareholders' equity minus non-interest earning assets.

                                      18
<PAGE>
 
                      EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table shows the name and age of the current executive
officers of CoreStates Financial Corp (the "Corporation") and their present and
previous positions held by them for at least the past five years.


NAME                         AGE    PRESENT & PREVIOUS POSITIONS
----                         ---    ----------------------------

Terrence A. Larsen           50     Chairman, Chief Executive Officer, (January
                                    1, 1988 to present) and Director (June 1,
                                    1986 to present), President (January 1, 1992
                                    to August 2, 1994, May 6, 1986 to March 5,
                                    1990), Chief Operating Officer (May 6, 1986
                                    to January 1, 1988) of the Corporation;
                                    Chairman and Director (October 1, 1990 to
                                    present) and President (January 1, 1992 to
                                    August 2, 1994) of CoreStates Bank;
                                    Chairman, Director (April 1, 1989 to October
                                    1, 1990), Senior Executive Officer (1987 to
                                    1988), and Executive Vice President, (1983
                                    to 1986) of The Philadelphia National Bank
                                    ("PNB"); Director (January 1, 1986 to
                                    December 6, 1996, CoreStates New Jersey
                                    National Bank.

Christopher J. Carey         42     Chief Financial Officer of CoreStates Bank
                                    (February 18, 1997 to present); Corporate
                                    Controller (July 21, 1992 to present) of the
                                    Corporation and CoreStates Bank; Senior Vice
                                    President, (November 1, 1991 to present) of
                                    the Corporation and CoreStates Bank; Vice
                                    President

                                       19
<PAGE>
 
                                    (November 12, 1985 to November 1, 1991) 
                                    of CoreStates Bank.

Charles L. Coltman III       54     President and Chief Operating Officer
                                    (August 2, 1994 to April 9, 1996), Assistant
                                    to the Chairman, Corporate Quality (February
                                    16, 1993 to August 2, 1994), Chief Credit
                                    Policy Officer (September 18, 1990 to
                                    February 1993), Executive Vice President and
                                    Credit Policy Officer (November 21, 1989 to
                                    September 18, 1990) of the Corporation; Vice
                                    Chairman and Director (May 21, 1996 to
                                    present) and Senior Executive Officer
                                    (August 2, 1994 to April 9, 1996) of
                                    CoreStates Bank; Director (April 22, 1992 to
                                    December 6, 1996) CoreStates New Jersey
                                    National Bank.

Charles P. Connolly          48     Senior Executive Vice President and Chief
                                    Risk Policy Officer (August 2, 1994 to
                                    October 15, 1996), Chief Credit Policy
                                    Officer (February 16, 1993 to August 2,
                                    1994) of the Corporation; Vice Chairman
                                    (October 15, 1996 to present), Senior
                                    Executive Officer (August 2, 1994 to October
                                    15, 1996), Executive Vice President (1987 to
                                    February 1993) of CoreStates Bank.

                                       20
<PAGE>
 
Rosemarie B. Greco           50     President (June 30, 1996 to present), Chief
                                    Banking Officer (August 2, 1994 to June 30,
                                    1996), Chief Retail Services Officer
                                    (October 1, 1993 to August 2, 1994) of the
                                    Corporation; President, Director and Chief
                                    Executive Officer (August 2, 1994 to
                                    present) of CoreStates Bank; President and
                                    Chief Executive Officer of CoreStates First
                                    Pennsylvania Bank Division of CoreStates
                                    Bank (March 1991 to August 2, 1994) and
                                    Director (April 1, 1992 to August 2, 1994).

Carol A. Leisenring          46     Chief Economist and Executive Vice President
                                    (1987 to present), Director, Financial
                                    Services and Planning (June 1, 1996 to
                                    present) of the Corporation and CoreStates
                                    Bank.

Albert W. Mandia             49     Chief Financial Officer (February 18, 1997
                                    to present) and Executive Vice President
                                    (1989 to present) of the Corporation;
                                    President and Chief Operating Officer of
                                    CashFlex (January 2, 1996 to February 18,
                                    1997) a subsidiary of the Corporation;
                                    Executive Vice President (April 1992 to
                                    present) of CoreStates Bank.

                                       21
<PAGE>
 
Paul W. McGloin              49     Chief Risk Policy Officer (October 15, 1996
                                    to present), Executive Vice President (April
                                    9, 1996 to present) of the Corporation and
                                    CoreStates Bank. President, Meridian's
                                    Delaware Valley division (1995 to 1996) and
                                    Executive Vice President, Credit Policy
                                    (1991 to 1995) of Meridian Bank.

                                       22
<PAGE>
 
Item 2 - Properties

     The principal offices of CoreStates and CoreStates Bank are located in
Philadelphia, Pennsylvania in leased space located at Centre Square West
(547,600 square feet), 15th and Market Streets, and the Philadelphia National
Bank Building (308,358 square feet) located at Broad and Chestnut Streets.  In
addition, office space is leased for use by CoreStates and CoreStates Bank in
the following Philadelphia locations: the Penn Mutual Building (289,800 square
feet) at 5th and Walnut Streets, the Curtis Building (111,600 square feet) at
6th and Walnut Streets, the Widener Building (217,400 square feet) adjacent to
the PNB Building, and 801 Arch Street Building (57,500 square feet).

     CoreStates Bank owns several major buildings which support operational
activities.  They are as follows: the CoreStates Plaza Building (464,802 square
feet) located at 5th and Market Streets in Philadelphia, Pennsylvania; the
Spring Ridge Building (395,000 square feet) located at One Meridian Boulevard in
Wyomissing, Pennsylvania; the CoreStates Bank of Delaware Building (275,000
square feet) located at 3 Beaver Valley Road in Wilmington, Delaware; and the
CoreStates Building at One Hillendale Drive (33,000 square feet) in Perkasie,
Pennsylvania.  CoreStates' operational units occupy all the space at each of
these buildings.

     CoreStates Bank also owns or leases approximately 20 other regional
area headquarters in Pennsylvania, New Jersey and Delaware to support its
banking activities.  At each of its Regional Headquarters various units support
retail banking, commercial lending, trust, and other banking functions.

     As of December 31, 1996, CoreStates Bank had 572 operating retail
banking branches located in Pennsylvania, New Jersey and Delaware, of which 284
branches were owned and 288 were leased. Aggregate leased properties in 1996
required approximately $90,982,000 in rental payments net of sublease income.
Closed branch locations resulting from merger consolidations are either being
sold, or the leases are being terminated.

     On May 13, 1977, CoreStates borrowed $25 million from two institutional
lenders at an interest rate of 8 5/8% per annum. The loan is secured by a first
lien mortgage on 25 CoreStates Bank owned properties.

                                      23
<PAGE>
 
Item 3 - Legal Proceedings

     In the normal course of business, CoreStates and its subsidiaries are
subject to numerous pending and threatened legal actions and proceedings, in
some of which the relief or damages sought are substantial.  Management does not
believe the outcome of these actions and proceedings will have a materially
adverse effect on the consolidated financial position of CoreStates.

Item 4 - Submission of Matters to a Vote of Security Holders

     No matters were submitted to security holders for vote during the fourth
quarter of 1996.

                                    PART II

Item 5 - Market for the Registrant's Common Stock and Related Stockholder
Matters

     CoreStates Common Shares are traded on the New York Stock Exchange under
the symbol "CFL". The table below sets forth, for the periods indicated, the
high and low prices for CoreStates Common Shares as reported on the New York
Stock Exchange, and cash dividends declared per share. On February 28, 1997,
there were approximately 63,700 registered holders of Common Stock of
CoreStates.

<TABLE>
<CAPTION>
 
                                                   CORESTATES
                                         -------------------------------
                                                                DIVIDEND
                                         HIGH        LOW        DECLARED
                                         ----        ---        --------
<S>                                      <C>         <C>        <C>  
Year ended December 31, 1996:                               
     First Quarter..................     44          36 1/8      $0.42
     Second Quarter.................     43 1/8      35 3/4       0.42
     Third Quarter..................     44          35 1/2       0.42
     Fourth Quarter.................     55 3/8      42 3/4       0.47
                                                               
Year ended December 31, 1995:                                  
     First Quarter..................     33          25 5/8       0.34
     Second Quarter.................     36          30 1/2       0.34
     Third Quarter..................     38 7/8      34 1/4       0.34
     Fourth Quarter.................     40 1/8      34 5/8       0.42
</TABLE>


                                      24
<PAGE>
 
     CoreStates currently expects to continue its policy of paying regular
cash dividends, although there can be no assurance as to further dividends
because they are dependent upon future operating results, capital requirements
and financial condition.

     The approval of the Comptroller of the Currency is required for
national banks to pay dividends in certain circumstances.  See the discussion
under Government Supervision and Regulation--Dividends, supra., and the
discussion in Footnote 6 "Regulatory and Capital Matters" on page 46 of the
CoreStates Annual Report to Shareholders (Exhibit 13 pages 62 and 63), which
pages are incorporated herein by reference.

Item 6 - Selected Financial Data

     Pursuant to General Instructions G(2), information required by this
Item is incorporated by reference from pages 62 to 63 of the CoreStates Annual
Report to Shareholders for the fiscal year ended December 31, 1996 (Exhibit 13
pages 87 and 88).

Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operation

     Pursuant to General Instructions G(2), information required by this
Item is incorporated by reference from pages 10 through 33 of the CoreStates
Annual Report to Shareholders for the fiscal year ended December 31, 1996
(Exhibit 13 pages 4 through 42).

Item 8 - Financial Statements and Supplementary Data

     Pursuant to General Instructions G(2), information required by this
Item is incorporated by reference from pages 36 through 70 of the CoreStates
Annual Report to Shareholders for the fiscal year ended December 31, 1996
(Exhibit 13 pages 46 through 95).

Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     Not applicable.


                                      25
<PAGE>
 
                                   PART III

Item 10 - Directors and Executive Officers of the Registrant

     Information relating to the principal occupations of the directors of
the Corporation, their ages, directorships in other companies, and respective
terms of office is contained under the heading "Election of Directors" in the
1997 Proxy Statement and is incorporated herein by reference.

     Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 is set forth under the heading "Section 16(a) Beneficial
Ownership Reporting Compliance" in the 1997 Proxy Statement is incorporated
herein by reference.

     Information regarding executive officers of the Corporation is
included in Part I of this Form 10-K under the caption "Executive Officers of
the Registrant".

Item 11 - Executive Compensation

     The information required by this Item is included in the 1997 Proxy
Statement in the Directors' Compensation section on pages 9 to 11; in the Five-
Year Shareholder Return Comparison appearing on page 19, and in the compensation
sections presented on pages 11 through 18, and is incorporated herein by
reference.

Item 12 - Security Ownership of Certain Beneficial Owners and Management

     The information required by this Item is included in the 1997 Proxy
Statement on pages 2 to 6 under the heading "Election of Directors", and on
pages 6 and 7 under the headings "Beneficial Ownership of Common Stock" and
"Security Ownership of Certain Beneficial Owners", and is incorporated herein by
reference.

Item 13 - Certain Relationships and Related Transactions

     The information required by this Item is included in the 1997 Proxy
Statement on page 11 under the heading "Certain Relationships and Related
Transactions" and is incorporated herein by reference.


                                      26
<PAGE>
 
                                 PART IV

Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  1.   Financial Statements:

     The following report of independent auditors of the Corporation and
consolidated financial statements, included in the Annual Report to
Shareholders, are incorporated herein by reference.

<TABLE> 
<CAPTION> 


                                       Annual Report          EXHIBIT
                                       to Shareholders        13 Page
                                       Page Reference         Reference
                                       -----------------      ---------
<S>                                   <C>                     <C>
Consolidated Statements of Income
for the years ended December 31,
1996, 1995 and 1994.................          36                  46
 
Consolidated Balance Sheets as of
December 31, 1996 and 1995..........          37                  47
 
Consolidated Statements of Changes
in Shareholders' Equity for the
years ended December 31, 1996,
1995 and 1994.......................          38                  48-49
 
Consolidated Statements of Cash
Flows for the years ended
December 31, 1996, 1995 and 1994....          39                  50-51
 
Notes to the Consolidated
Financial Statements................          40-59               52-82
 
Report of Independent Auditors......          35                  45
 
Selected Quarterly Data.............          55                  77
 
</TABLE>


                                      27
<PAGE>
 
(a)  2.  Financial Statement Schedules

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

(b) Current Reports on Form 8-K during the fourth quarter of 1996:

A report dated October 16, l996, which included the Corporation's press release
regarding third quarter and year-to-date financial results; and information
regarding a common stock repurchase program and dividend increase.

(c) Exhibits

The exhibits listed on the Index to Exhibits on pages __ to __ hereof are
incorporated by reference or filed herewith in response to this item.

<TABLE> 
<CAPTION> 

(a)  3.  Exhibits
         --------


Exhibit No.                                                        Page No.
-----------                                                        --------
<S>          <C>                                                   <C> 
2.1           Agreement and Plan of Merger dated as of 
              October 10, 1995 by and between CoreStates 
              Financial Corp and Meridian Bancorp Inc. and 
              filed as Annex I to Registrant's Report on 
              Form S-4 No. 333-00067 and incorporated 
              herein by reference.

2.2           Stock Option Agreement dated as of October 
              10, 1995 by and between CoreStates Financial 
              Corp and Meridian Bancorp, Inc. Filed as 
              Annex II to the Registrant's Report on Form 
              S-4 No. 333-00067 and incorporated herein by 
              reference.

2.3           Meridian Stock Option Agreement dated as of 
              October 10, 1995 by and between Meridian 
              Bancorp, Inc. and CoreStates Financial Corp 
              filed as Annex III to the Registrant's 
              Report on Form S-4 No. 333-00067 and 
              incorporated herein by reference.
</TABLE> 

                                      28
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C> 
3.1           Articles of Incorporation of Registrant as 
              amended through April 9,1996.

3.2           By-laws of Registrant as amended through 
              January 21, 1997.

4.1           The Registrant will furnish to the Securities 
              and Exchange Commission, upon request, copies 
              of instruments defining the rights of holders 
              of long-term debt of CoreStates Financial Corp
              and its subsidiaries.

4.2           Indenture dated as of December 1, 1990 between 
              CoreStates Financial Corp, CoreStates Capital 
              Corp and The Bank of New York, as senior trustee 
              and successor to Nations Bank of Georgia, N.A.,
              as successor to Wachovia Bank of Georgia, N.A., 
              (formerly The First National Bank of Atlanta).  
              Filed as Exhibit 4.1 to the Registrant's Current 
              Report on Form 8-K dated January 29, 1991
              and incorporated herein by reference.

4.3           Indenture dated as of December 1, 1990 between 
              CoreStates Financial Corp, CoreStates Capital 
              Corp and Bank One, Columbus, NA.  Filed as 
              Exhibit 4.2 to the Registrant's Current Report 
              on Form 8-K dated January 29, 1991 and 
              incorporated  herein by reference.

4.4           First Supplemental Indenture dated as of 
              March 1, 1993 to the Indenture dated as of 
              December 1, 1990 by and between CoreStates 
              Capital Corp, CoreStates Financial Corp and 
              BankOne, Columbus,N.A. filed as Exhibit 4 
              to Registrant's Current Report on Form 8-K 
              dated April 20, 1993 and incorporated herein 
              by reference.

</TABLE> 
                                      29
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C> 
4.5           Second Supplemental Indenture dated as of 
              August 1, 1994 among CoreStates Financial 
              Corp, CoreStates Capital Corp, Bank One,
              Columbus, N.A. and Citibank, N.A. filed as 
              Exhibit 4.5 to Registrant's Annual Report on 
              Form 10-K for the year ended December 31, 
              1994 and incorporated herein by reference.

4.6           Specimen of Medium-Term Note (Senior Fixed 
              Rate).  Filed as Exhibit 4.3 to the 
              Registrant's Current Report on Form 8-K 
              dated January 29, 1991 and incorporated 
              herein by reference.

4.7           Specimen of Medium-Term Note (Senior 
              Floating Rate).  Filed as Exhibit 4.4 to the 
              Registrant's Current Report on Form 8-K 
              dated January 29, 1991 and incorporated 
              herein by reference.

4.8           Specimen of Medium-Term Note (Subordinated 
              Fixed Rate).  Filed as Exhibit 4.5 to the 
              Registrant's Current Report on Form 8-K
              dated January 29, 1991 and incorporated 
              herein by reference.

4.9           Specimen of Medium-Term Note (Subordinated 
              Floating Rate). Filed as Exhibit 4.6 to the 
              Registrant's Current Report on Form 8-K 
              dated January 29, 1991 and incorporated 
              herein by reference.

4.10          Specimen of 9 5/8% Subordinated Note due 
              February 15, 2001. Filed as Exhibit 4.7 to 
              the Registrant's Current Report on Form 8-K 
              dated January 29, 1991 and incorporated 
              herein by reference.

</TABLE> 
                                      30
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C> 
4.11          Specimen of CoreStates Capital Corp 9 3/8% 
              Subordinated Note due April 15, 2003.  Filed 
              as Exhibit (4) to the Registrant's Current 
              Report on Form 8-K dated April 21, 1991 and 
              incorporated herein by reference.

4.12          Specimen of 6 5/8% Subordinated Note due 
              March 15, 2005 issued by CoreStates Capital 
              Corp filed as Exhibit 4 to Registrant's 
              Current Report on Form 8-K dated March 18, 
              1993 and incorporated herein by reference.

4.13          Specimen of 5 7/8% Subordinated Note due 
              October 15, 2003 issued by CoreStates 
              Capital Corp and unconditionally guaranteed
              as to payment of principal and interest on 
              a subordinated basis by CoreStates Financial 
              Corp.  Filed as Exhibit 4 of Registrant's
              Current Report on Form 8-K dated October 21, 
              1993 and incorporated herein by reference.

4.14          Specimen of CoreStates Capital Corp 
              Medium-Term Note (Senior Fixed Rate).  Filed 
              as Exhibit 4(d) to Registrant's Registration
              Statement on Form S-3, No. 33-54049 and 
              incorporated herein by reference.

4.15          Specimen of CoreStates Capital Corp 
              Medium-Term Note (Senior Floating Rate).  
              Filed as Exhibit 4(e) to Registrant's
              Registration Statement on Form S-3, No. 
              33-54049 and incorporated herein by 
              reference.

4.16          Specimen of CoreStates Capital Corp 
              Medium-Term Note (Subordinated Fixed Rate). 
              Filed as Exhibit 4(f) to Registrant's
              Registration Statement on Form S-3, No. 
              33-54049 and incorporated herein by 
              reference.

</TABLE> 


                                      31
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C> 
4.17          Specimen of CoreStates Capital Corp 
              Medium-Term Note (Subordinated Floating 
              Rate).  Filed as Exhibit 4(g) to 
              Registrant's Registration Statement on 
              Form S-3, No. 33-54049 and incorporated herein 
              by reference.

4.18          Form of Medium Term Note (Senior Fixed 
              Rate).  Filed as Exhibit 4 (d)(5) to 
              Registrant's Registration Statement on Form
              S-3/A, Nos. 333-2297 and 33-54049 and 
              incorporated herein by reference.

4.19          Form of Medium Term Note (Senior Floating 
              Rate).  Filed as Exhibit 4(e)(5) to 
              Registrant's Registration Statement on Form 
              S-3/A, Nos. 333-2297 and 33-54049 and 
              incorporated herein by reference.

4.20          Form of Medium Term Note (Subordinated Fixed 
              Rate).  Filed as Exhibit 4(f)(5) to 
              Registrant's Registration Statement on Form 
              S-3/A, Nos. 333-2297 and 33-54049 and 
              incorporated herein by reference.

4.21          Form of Medium Term Note (Subordinated 
              Floating Rate).  Filed as Exhibit 4(g)(5) to 
              Registrant's Registration Statement on Form
              S-3/A, Nos. 333-2297 and 33-54049 and 
              incorporated herein by reference.

4.22          Form of Warrant.  Filed as Exhibit 4(h) to 
              Registrant's Registration Statement on Form 
              S-3/A, Nos. 333-2297 and 33-54049 and 
              incorporated herein by reference.

4.23          Form of Warrant Agreement.  Filed as Exhibit 
              4(i) to Registrant's Registration Statement 
              on Form S-3/A, Nos. 333-2297 and 33-54049 
              and incorporated herein by reference.
</TABLE> 

                                      32
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>          <C>                                                   <C>  
4.24          Form of Certificate of Designation of 
              $__________ Preferred Stock.  Filed as 
              Exhibit 4(j) to Registrant's Registration 
              Statement on Form S-3/A, Nos. 333-2297 
              and 33-54049 and incorporated herein by 
              reference.

4.25          Form of $___________ Preferred Stock filed 
              as Exhibit 4(k) to Registrant's Registration 
              Statement on Form S-3/A, Nos. 333-2297 and 
              33-54049 and incorporated herein by reference.

4.26          Form of Common Stock.  Filed as Exhibit 4(1) 
              to Registrant's Registration Statement on 
              Form S-3/A, Nos. 333-2297 and 33-54049 and 
              incorporated herein by reference.

10.1          *  Incentive Compensation Plan for 
              CoreStates Financial Corp and Participating 
              Subsidiaries effective January 1, 1983. 
              Filed as Exhibit 10.5 to the Registrant's 
              Annual Report on Form 10-K for the fiscal 
              year ended December 31, 1983 and incorporated
              herein by reference.

10.2          *  Long-Term Incentive Compensation Plan of 
              CoreStates Financial Corp as amended 
              through April 18, 1989.  Filed as Exhibit 
              10.4 to the Registrant's Report on Form 10-K 
              for the fiscal year ended December 31, 1989 
              and incorporated herein by reference.

10.3          *  Deferred Compensation Plan for 
              Directors of CoreStates Financial Corp and 
              CoreStates Bank, N.A. as amended and 
              restated effective January 1, 1995.
</TABLE> 

                                      33
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C> 
10.4          *  The CoreStates Financial Corp 
              Supplemental Retirement Plan.  Filed as 
              Exhibit 10.9 to the Registrant's Annual 
              Report on Form 10-K for the fiscal year 
              ended December 31, 1987 and incorporated 
              herein by reference.

10.5          *  Profit Sharing Deferral Plan for 
              Officers of CoreStates Financial Corp and 
              Participating Subsidiaries effective 
              November 1, 1987.  Filed as Exhibit 10.10 to 
              the Registrant's Annual Report on Form 10-K 
              for the fiscal year ended December 31, 1987
              and incorporated herein by reference.

10.6          Agreement between New Jersey National Bank 
              and Textron Financial - New Jersey, Inc. for 
              the sale and leaseback of the Corporate and 
              operations centers and four branches.  Filed 
              as. Exhibit 10(i), File No. 0-6002 to the 
              New Jersey National Corporation Annual 
              Report on Form 10-K for the fiscal year 
              ended December 31, 1985 and incorporated 
              herein by reference.

10.7          Lease between Centre Square, Inc. and 
              Tishman Construction Company of 
              Pennsylvania, Inc. and The First 
              Pennsylvania Banking and Trust Company, 
              dated as of December 13, 1968 as amended
              through January 31, 1974, for the property 
              known as Centre Square West.  Filed as 
              Exhibit 10.15 to the Registrant's Annual 
              Report on Form 10-K for the fiscal year 
              ended December 31, 1989 and incorporated 
              herein by reference.
</TABLE> 

                                      34
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C>        
10.8          *  First Pennsylvania Corporation Amended 
              and Restated Retirement Benefit Supplement 
              Plan filed as Exhibit 10.16 to the
              Registrant's Annual Report on Form 10-K for 
              the fiscal year ended December 31, 1992 and 
              incorporated herein by reference.

10.9          *  CoreStates Financial Corp 1992 Long 
              Term Incentive Plan filed as Exhibit 10.18 
              to Registrant's Annual Report on Form 10-K
              for the fiscal year ended December 31, 1992 
              and incorporated herein by reference.

10.10         *  CoreStates Financial Corp Stock Compensation 
              Plan For Non-Employee Directors filed as Exhibit 
              10.19 to Registrant's Annual Report on Form 10-K 
              for the fiscal year ended December 31, 1992 and
              incorporated herein by reference.

10.11         *  CoreStates Financial Corp 401 Excess Plan 
              For Senior Management filed as Exhibit 10.20 to 
              Registrant's Annual Report on Form 10-K for the 
              fiscal year ended December 31, 1992 and 
              incorporated herein by reference.

10.12         Agreement to Form a Joint Venture By and Among 
              Banc One Corporation, CoreStates Financial Corp, 
              PNC Financial Corp and Society Corporation dated 
              as of July 21, 1992 filed as Exhibit 10.21 to
              Registrant's Annual Report on Form 10-K for the 
              fiscal year ended December 31, 1992 and 
              incorporated herein by reference.

10.13         *  Incentive Compensation Plan for Designated 
              Executives of CoreStates Financial Corp and 
              Participating Subsidiaries filed as Exhibit 10.18 
              to Registrant's Annual Report on Form 10-K for 
              the fiscal year ended December 31, 1994 and 
              incorporated herein by reference.

</TABLE> 

                                      35
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C> 
10.14         *  Independence Bancorp, Inc. Supplemental 
              Executive Retirement Plan filed as Exhibit 10.19 
              to Registrant's Annual Report on Form 10-K for 
              the fiscal year ended December 31, 1994 and 
              incorporated herein by reference.

10.15         Distribution Agreement dated September 16, 1994 
              among CoreStates Financial Corp, CoreStates 
              Capital Corp and Merrill Lynch & Co., Goldman, 
              Sachs & Co., Lehman Brothers Inc., J.P. Morgan 
              Securities Inc., CoreStates First Boston 
              Corporation and Smith Barney Inc.  Filed as 
              Exhibit 1(b) to the Registrant's Registration 
              Statement on Form S-3, No. 33-54049 and 
              incorporated herein by reference.

10.16         Underwriting Agreement dated September 16, 1994 
              among CoreStates Financial Corp, CoreStates 
              Capital Corp and Lehman Brothers Inc., Goldman, 
              Sachs & Co., Merrill Lynch & Co., J.P. Morgan 
              Securities Inc., CORESTATES First Boston 
              Corporation and Smith Barney Inc.  Filed as 
              Exhibit 1(a) to the Registrant's Registration 
              Statement on Form S-3, No. 33-54049 and 
              incorporated herein by reference.

10.17         *  Agreement with Samuel A. McCullough dated 
              April 18, 1996. Filed as Exhibit 10.1 to 
              Registrant's June 30, 1996 10-Q and incorporated 
              herein by reference.

10.18         *  Amendment to Termination Agreement dated 
              July 1, 1986.  Filed as Exhibit 10.2 to 
              Registrant's June 30, 1996 10-Q and incorporated
              herein by reference.

10.19         *  Form of Termination Agreement for Samuel A. 
              McCullough dated July 1, 1986.  Filed as Exhibit 
              10.3 to Registrant's June 30, 1996 10-Q and 
              incorporated herein by reference.
</TABLE> 

                                      36
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit No.                                                        Page No.
-----------                                                        --------
<S>           <C>                                                  <C>       
10.20         *  Form of Termination Agreement for Executive 
              Officers.  Filed as Exhibit 10.4(A) to 
              Registrant's June 30, 1996 10-Q and incorporated
              herein by reference.

10.21         *  Schedule of named Executive Officers and 
              Executive Officers who are parties to a 
              Termination Agreement.

11            CoreStates Financial Corp Statement re 
              Computation of Per Share Earnings.

12.1          CoreStates Financial Corp and Subsidiaries 
              Computation of Ratio of Earnings from 
              Continuing Operations to Fixed Charges of
              Continuing Operations.

12.2          CoreStates Financial Corp Computation of  
              Ratio of Earnings from Continuing Operations 
              to Fixed Charges Combined CoreStates (Parent 
              Only) and CoreStates Capital.

13            Financial section and inside cover of Registrant's Annual Report
              to Shareholders for fiscal year ended 12/31/96, as listed on page
              3 of Exhibit 13. Only those portions of the Annual Report
              specifically incorporated herein shall be deemed to be "filed" as
              part of this 10-K.

13a           Graphics Appendix List to Exhibit 13.

21            List of Subsidiaries.

23.1          Consent of Ernst & Young LLP

23.2          Consent of KPMG Peat Marwick LLP

27            Financial Data Schedule.

99.1          Undertaking - Form S-8 Registration Statements.
</TABLE> 

                                      37
<PAGE>
 
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit pursuant to Item 14(c) of Form 10-K.


NOTE:  CoreStates Financial Corp will furnish, at cost, any exhibit not
accompanying this document upon request. Cost for each document is determined by
the number of pages in the document.




                                      38
<PAGE>
 
                         Independent Auditors' Report

The Board of Directors
Meridian Bancorp, Inc.:

We have audited the accompanying consolidated balance sheets of Meridian 
Bancorp, Inc. and subsidiaries as 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 two year period ended December 31, 1995.  
These consolidated financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these consolidated 
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the accounts and discloures in the financial statements. An audit also includes
asserting the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of Meridian Bancorp, 
Inc. and subsidiaries as of December 31, 1995 and 1994 and the results of their 
operations and their cash flows for each of the years in the two-year period 
ended December 31, 1995, in conformity with generally accepted accounting 
principles.

As described in Notes 1 and 8, respectively, to the consolidated financial 
statements, the Company adopted the provisions of the Financial Accounting 
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities and Statement
of Financial Accounting Standards No. 112, Employers' Accounting for 
Postemployment Benefits, in 1994.


Philadelphia, Pa.
January 17, 1996,
Except as to note 2, which is as of February 23, 1996


                                                 /s/ KPMG Peat Marwick LLP

                                       39
<PAGE>
 
                         Independent Auditors' Report
                         ----------------------------


The Board of Directors and Stockholders
United Counties Bancorporation:


We have audited the accompanying 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 cash flow for each of the years in the two-year period ended December 31, 
1995.  These consolidated financial statements are the responsibility of the 
Bancorporation's management.  Our responsibility is to express an opinion on 
these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of United Counties 
Bancorporation and subsidiaries at December 31, 1995 and 1994, and the results 
of their operations and their cash flow for each of the years in the two-year 
period ended December 31, 1995 in conformity with generally accepted accounting 
principles.

As discussed in notes 1 and 3 to the consolidated financial statements, the 
Bancorporation adopted Statement of Financial Accounting Standards No. 115, 
"Accounting for Certain Investments in Debt and Equity Securities," in 1994.



                                              /s/ KPMG Peat Marwick LLP


Short Hills, New Jersey
January 16, 1996, except for note 20,
  which is as of February 23, 1996

                                      40
<PAGE>
 
                                     SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                           CoreStates Financial Corp


Date: March 21, 1997       By: /s/ Terrence A. Larsen
                              -----------------------
                           Terrence A. Larsen
                           Chief Executive Officer

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
Signatures                    Title                       Date
----------                    -----                       ----  
<S>                           <C>                         <C>
 
/s/ Terrence A. Larsen        Director, Chairman of the   March 21, 1997
------------------------                                       
Terrence A. Larsen            Board and Chief Executive
                              Officer
 
/s/ Christopher J. Carey      Controller (Principal       March 21, 1997
------------------------      Accounting Officer)         
Christopher J. Carey             
 
/s/ Robert W. Cardy           Director                    March 21, 1997
------------------------                                  
Robert W. Cardy
 
/s/ Carlton E. Hughes         Director                    March 21, 1997
------------------------                                  
Carlton E. Hughes
 
/s/ Ernest E. Jones           Director                    March 21, 1997
------------------------                                  
Ernest E. Jones
 
/s/ Herbert Lotman            Director                    March 21, 1997
------------------------                                  
Herbert Lotman
</TABLE>

                                       41
<PAGE>
 
                                  SIGNATURES
                                  (Continued)
<TABLE>
<CAPTION>
Signatures                    Title                       Date
----------                    -----                       ----  

<S>                           <C>                         <C> 
/s/ George V. Lynett          Director                    March 21, 1997
------------------------                                       
George V. Lynett
 
                              Director                    March __, 1997
------------------------                                       
Marlin Miller, Jr.
 
/s/ Samuel A. McCullough      Director                    March 21, 1997
------------------------                                  
Samuel A. McCullough
 
/s/ Patricia McFate           Director                    March 21, 1997
------------------------                                  
Patricia McFate
 
/s/ James M. Seabrook, Sr.    Director                    March 21, 1997
------------------------                                       
James M. Seabrook, Sr.
 
/s/ Raymond W. Smith          Director                    March 21, 1997
------------------------                                       
Raymond W. Smith
 
/s/ George Strawbridge, Jr.   Director                    March 21, 1997
------------------------                                       
George Strawbridge, Jr.
 
/s/ Peter S. Strawbridge      Director                    March 21, 1997
------------------------                                       
Peter S. Strawbridge
 
/s/ Judith M. von Seldeneck   Director                    March 21, 1997
------------------------                                        
Judith M. von Seldeneck

/s/ Albert W. Mandia          Chief Financial Officer     March 21, 1997
------------------------                                   
Albert W. Mandia              (Principal Financial  
                              Officer)              
</TABLE> 

                                       42
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE> 

<S>       <C> 
3.1       Articles Incorporation of Registrant as amended through April 9,
          1996.

3.2       By-Laws of Registrant as amended through January 21, 1997.

10.21     Schedule of Named Executive Officers and Executive Officers who are 
          Parties to a Termination Agreement.

11        CoreStates Financial Corp Statement regarding Computation of Per
          Share Earnings.

12.1      CoreStates Financial Corp and Subsidiaries Computation of Ratio of
          Earnings from Continuing Operations to Fixed Charges of Continuing
          Operations.

12.2      CoreStates Financial Corp Computation of Ratio of Earnings from
          Continuing Operations to Fixed Charges Combined CoreStates (Parent
          Only) and CoreStates Capital.

13        Financial section and inside cover of Registrant's Annual Report to
          Shareholders for fiscal year ended 12/31/96, as listed on page 3 of
          Exhibit 13.

21        List of Subsidiaries.

23.1      Consent of Ernst & Young LLP

23.2      Consent of KPMG Peat Marwick LLP

27        Financial Data Schedule

99.1      Undertaking - Form S-8 Registration Statement
</TABLE> 
                                      43