EXHIBIT (99)(B)
                        PRO FORMA FINANCIAL INFORMATION
                   PRO FORMA COMBINED CONDENSED BALANCE SHEET
        (THE CORPORATION, THE PURCHASE ACQUISITIONS AND FIRST FIDELITY)
                                 JUNE 30, 1995
                                  (UNAUDITED)
     The following unaudited pro forma combined condensed balance sheet combines
the consolidated historical balance sheets of the Corporation, the companies
involved in the Purchase Acquisitions (as hereinafter defined) and First
Fidelity, assuming the companies had been combined as of June 30, 1995, on a
purchase accounting basis with respect to the Purchase Acquisitions (pending at
June 30, 1995, or announced on or before August 14, 1995) and on a pooling of
interests accounting basis with respect to First Fidelity.


                                        THE        PURCHASE     PRO FORMA   PRO FORMA      FIRST       PRO FORMA    PRO FORMA
(IN THOUSANDS)                      CORPORATION  ACQUISITIONS  ADJUSTMENTS   COMBINED     FIDELITY    ADJUSTMENTS   COMBINED
                                                                                              
ASSETS
Cash and due from banks............ $ 3,191,431       84,413     (595,981)   2,679,863    1,750,833           --     4,430,696
Interest-bearing balances..........     446,712       67,273           --      513,985      455,033           --       969,018
Federal funds sold and securities
  purchased under resale
  agreements.......................   2,052,236        8,275           --    2,060,511      703,375           --     2,763,886
  Total cash and cash
  equivalents......................   5,690,379      159,961     (595,981)   5,254,359    2,909,241           --     8,163,600
Trading account assets.............   1,559,021           --           --    1,559,021      100,529           --     1,659,550
Securities available for sale......   7,353,926      381,101           --    7,735,027    2,409,976           --    10,145,003
Investment securities..............   3,583,906    1,577,325      (28,790)   5,132,441    3,877,896           --     9,010,337
Loans, net of unearned income......  60,020,507    5,575,914       (6,473)  65,589,948   23,999,147           --    89,589,095
  Allowance for loan losses........    (969,122)     (45,706)          --   (1,014,828)    (565,450)          --    (1,580,278)
  Loans, net.......................  59,051,385    5,530,208       (6,473)  64,575,120   23,433,697           --    88,008,817
Premises and equipment.............   1,881,947       59,022      (14,645)   1,926,324      428,328           --     2,354,652
Due from customers on
  acceptances......................     383,289           --           --      383,289      161,355           --       544,644
Mortgage servicing rights..........     101,024       12,694        8,792      122,510       47,101           --       169,611
Credit card premium................      51,005           --           --       51,005           --           --        51,005
Other intangible assets............   1,395,368       70,814      412,390    1,878,572      808,540           --     2,687,112
Other assets.......................   2,050,362      210,032        1,155    2,261,549    1,185,118           --     3,446,667
  Total assets..................... $83,101,612    8,001,157     (223,552)  90,879,217   35,361,781           --   126,240,998
LIABILITIES AND
  STOCKHOLDERS' EQUITY
Deposits
  Noninterest-bearing..............  10,854,459      115,570           --   10,970,029    5,195,045           --    16,165,074
  Interest-bearing.................  47,987,565    5,209,243           --   53,196,808   23,623,878           --    76,820,686
    Total deposits.................  58,842,024    5,324,813           --   64,166,837   28,818,923           --    92,985,760
Short-term borrowings..............  11,012,715    1,750,452           --   12,763,167    2,020,966           --    14,784,133
Bank acceptances outstanding.......     383,289           --           --      383,289      161,355           --       544,644
Other liabilities..................   1,750,454      144,846       (3,632)   1,891,668      744,470           --     2,636,138
Long-term debt.....................   5,376,283      247,829           --    5,624,112      676,750           --     6,300,862
    Total liabilities..............  77,364,765    7,467,940       (3,632)  84,829,073   32,422,464           --   117,251,537
STOCKHOLDERS' EQUITY
Preferred stock....................          --           --           --           --      219,219           --       219,219
Common stock.......................     572,790       16,907        4,973      594,670       81,999      271,939       948,608
Paid-in capital....................   1,260,261      390,804      (99,387)   1,551,678    1,255,143     (437,293)    2,369,528
Retained earnings..................   3,912,179      128,674     (128,674)   3,912,179    1,556,804           --     5,468,983
Less: Treasury stock...............          --       (3,329)       3,329           --     (165,354)     165,354            --
Unrealized gain (loss) on debt and 
  equity securities................      (8,383)         161         (161)      (8,383)      (8,494)          --       (16,877)
    Total stockholders' equity.....   5,736,847      533,217     (219,920)   6,050,144    2,939,317           --     8,989,461
    Total liabilities and
      stockholders' equity......... $83,101,612    8,001,157     (223,552)  90,879,217   35,361,781           --   126,240,998

 
See accompanying notes to pro forma financial information.
 
                 PRO FORMA COMBINED CONDENSED INCOME STATEMENTS
                (THE CORPORATION AND THE PURCHASE ACQUISITIONS)
                                  (UNAUDITED)
     The following unaudited pro forma combined condensed statements of income
present the combined statements of income of the Corporation and the companies
involved in the Purchase Acquisitions, assuming the companies had been combined
for each period presented on a purchase accounting basis (effective as of
January 1, 1994).


                                                                            THE          PURCHASE       PRO FORMA     PRO FORMA
(IN THOUSANDS EXCEPT PER SHARE DATA)                                    CORPORATION    ACQUISITIONS    ADJUSTMENTS    COMBINED
                                                                                                          
SIX MONTHS ENDED JUNE 30, 1995
Interest income......................................................   $3,000,417        377,671         (40,193)    3,337,895
Interest expense.....................................................    1,406,547        240,696              --     1,647,243
Net interest income..................................................    1,593,870        136,975         (40,193)    1,690,652
Provision for loan losses............................................       76,500          4,130              --       80,630
Net interest income after provision for loan losses..................    1,517,370        132,845         (40,193)    1,610,022
Securities available for sale transactions...........................        4,878         (3,679)             --        1,199
Investment security transactions.....................................        1,450             --              --        1,450
Noninterest income...................................................      628,042         29,339              --      657,381
Noninterest expense..................................................    1,399,441        179,316          20,111     1,598,868
Income before income taxes...........................................      752,299        (20,811)        (60,304)     671,184
Income taxes.........................................................      266,254            990         (19,709)     247,535
Net income...........................................................      486,045        (21,801)        (40,595)     423,649
Dividends on preferred stock.........................................        7,029             --              --        7,029
Net income applicable to common stockholders.........................      479,016        (21,801)        (40,595)     416,620
Pro forma per common share data
  Net income available to common stockholders........................   $     2.77                                        2.32
  Average common shares (in thousands)...............................      172,745                                     179,310

                                                                            THE          PURCHASE       PRO FORMA     PRO FORMA
(IN THOUSANDS EXCEPT PER SHARE DATA)                                    CORPORATION    ACQUISITIONS    ADJUSTMENTS    COMBINED
                                                                                                          
YEAR ENDED DECEMBER 31, 1994
Interest income......................................................   $5,094,661        786,606         (80,286)    5,800,981
Interest expense.....................................................    2,060,946        453,964              --     2,514,910
Net interest income..................................................    3,033,715        332,642         (80,286)    3,286,071
Provision for loan losses............................................      100,000          1,643              --      101,643
Net interest income after provision for loan losses..................    2,933,715        330,999         (80,286)    3,184,428
Securities available for sale transactions...........................      (11,507)         2,647              --       (8,860 )
Investment security transactions.....................................        4,006             --              --        4,006
Noninterest income...................................................    1,166,470         55,018              --     1,221,488
Noninterest expense..................................................    2,677,228        270,493          52,677     3,000,398
Income before income taxes...........................................    1,415,456        118,171        (132,963)    1,400,664
Income taxes.........................................................      490,076         38,119         (40,535)     487,660
Net income...........................................................      925,380         80,052         (92,428)     913,004
Dividends on preferred stock.........................................       25,353             --              --       25,353
Net income applicable to common stockholders before redemption
  premium............................................................      900,027         80,052         (92,428)     887,651
Redemption premium on preferred stock................................       41,355             --              --       41,355
Net income applicable to common stockholders after redemption
  premium............................................................   $  858,672         80,052         (92,428)     846,296
Pro forma per common share data
  Net income available to common stockholders before redemption
    premium..........................................................   $     5.22                                        5.06
  Net income available to common stockholders after redemption
    premium..........................................................   $     4.98                                        4.82
  Average common shares (in thousands)...............................      172,543                                     175,554


See accompanying notes to pro forma financial information.
 

               PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
        (THE CORPORATION, THE PURCHASE ACQUISITIONS AND FIRST FIDELITY)
                                  (UNAUDITED)
     The following unaudited pro forma combined condensed statements of income
present the combined statements of income of the Corporation, the companies 
involved in the Purchase Acquisitions and First Fidelity, assuming the 
companies had been combined for each period presented on a purchase accounting 
basis as to the Purchase Acquisitions (for the six months ended June 30, 1995, 
and the year ended December 31, 1994, only) and on a pooling of interests 
accounting basis as to First Fidelity.


                                             SIX MONTHS ENDED
(DOLLARS IN THOUSANDS,                           JUNE 30,                          YEARS ENDED DECEMBER 31,
EXCEPT PER SHARE DATA)                       1995        1994        1994        1993        1992        1991        1990
                                                                                              
Interest income........................   $4,493,006   3,434,281   7,937,133   6,601,528   6,608,666   7,031,400   7,549,088
Interest expense.......................    2,112,573   1,254,749   3,246,946   2,481,952   2,941,680   4,070,885   4,806,471
Net interest income....................    2,380,433   2,179,532   4,690,187   4,119,576   3,666,986   2,960,515   2,742,617
Provision for loan losses..............      100,630      94,000     180,643     369,753     642,708     946,284     923,409
Net interest income after provision for
  loan losses..........................    2,279,803   2,085,532   4,509,544   3,749,823   3,024,278   2,014,231   1,819,208
Securities available for sale
  transactions.........................       15,242      10,173       8,860      25,767      34,402          --          --
Investment security transactions.......        1,450       1,309       4,006      14,452       1,944     208,614      32,271
Noninterest income.....................      864,592     738,949   1,620,712   1,541,569   1,360,202   1,254,635   1,028,755
Noninterest expense....................    2,135,961   1,816,102   4,070,027   3,536,346   3,443,524   2,777,665   2,564,124
Income before income taxes.............    1,025,126   1,019,861   2,073,095   1,795,265     977,302     699,815     316,110
Income taxes...........................      373,284     347,323     709,028     578,912     278,514     129,843      59,868
Net income.............................      651,842     672,538   1,364,067   1,216,353     698,788     569,972     256,242
Dividends on preferred stock...........       17,350      22,204      46,020      45,553      53,040      51,746      47,151
Net income applicable to common
  stockholders before redemption
  premium..............................      634,492     650,334   1,318,047   1,170,800     645,748     518,226     209,091
Redemption premium on preferred
  stock................................           --          --      41,355          --          --          --          --
Net income applicable to common
  stockholders after redemption
  premium..............................   $  634,492     650,334   1,276,692   1,170,800     645,748     518,226     209,091
Pro forma per common share data:
  Net income applicable to common
    stockholders before redemption
    premium............................   $     2.22        2.32        4.63        4.30        2.53        2.34         .97
  Net income applicable to common
    stockholders after redemption
    premium............................   $     2.22        2.32        4.48        4.30        2.53        2.34         .97
Average common shares
  (in thousands).......................      285,492     280,153     284,673     272,439     255,384     221,469     215,529
Corporation historical per common
  share data:
    Net income applicable to common
      stockholders before redemption
      premium..........................   $     2.77        2.59        5.22        4.73        2.23        2.24        1.68
    Net income applicable to common
      stockholders after redemption
      premium..........................   $     2.77        2.59        4.98        4.73        2.23        2.24        1.68
Average common shares
  (in thousands).......................      172,745     169,689     172,543     167,692     158,683     140,003     135,622

 
See accompanying notes to pro forma financial information.
 

                     PRO FORMA COMPUTATIONS OF CONSOLIDATED
                      RATIOS OF EARNINGS TO FIXED CHARGES
                      (THE CORPORATION AND FIRST FIDELITY)
                                  (UNAUDITED)


                                              SIX
                                             MONTHS
                                             ENDED
                                            JUNE 30,                       YEARS ENDED DECEMBER 31,
         (DOLLARS IN THOUSANDS)               1995         1994         1993         1992         1991         1990
                                                                                           
EXCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
  operations............................   $1,106,241    2,087,887    1,795,265      977,302      699,815      316,110
Fixed charges, excluding capitalized
  interest..............................      556,534      816,102      607,462      569,638      866,728    1,402,761
(A.) Earnings...........................   $1,662,775    2,903,989    2,402,727    1,546,940    1,566,543    1,718,871
Interest, excluding interest on
  deposits..............................   $  523,173      746,938      537,964      501,556      803,787    1,349,953
One-third of rents......................       33,361       69,164       69,498       68,082       62,941       52,808
Capitalized interest....................          746        1,120          285          381        2,326        3,144
(B.) Fixed charges......................   $  557,280      817,222      607,747      570,019      869,054    1,405,905
Consolidated ratios of earnings to fixed
  charges, excluding interest on
  deposits (A./B.)......................         2.98x        3.55         3.95         2.71         1.80         1.22
INCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
  operations............................   $1,106,241    2,087,887    1,795,265      977,302      699,815      316,110
Fixed charges, excluding capitalized
  interest..............................    1,905,238    2,862,146    2,551,450    3,009,762    4,133,826    4,859,279
(C.) Earnings...........................   $3,011,479    4,950,033    4,346,715    3,987,064    4,833,641    5,175,389
Interest, including interest on
  deposits..............................   $1,871,877    2,792,982    2,481,952    2,941,680    4,070,885    4,806,471
One-third of rents......................       33,361       69,164       69,498       68,082       62,941       52,808
Capitalized interest....................          746        1,120          285          381        2,326        3,144
(D.) Fixed charges......................   $1,905,984    2,863,266    2,551,735    3,010,143    4,136,152    4,862,423
Consolidated ratios of earnings to fixed
  charges, including interest on
  deposits (C./D.)......................         1.58x        1.73         1.70         1.32         1.17         1.06

 
See accompanying notes to pro forma financial information.
 

                     PRO FORMA COMPUTATIONS OF CONSOLIDATED
                      RATIOS OF EARNINGS TO FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS
                      (THE CORPORATION AND FIRST FIDELITY)
                                  (UNAUDITED)


                                              SIX
                                             MONTHS
                                             ENDED
                                            JUNE 30,                       YEARS ENDED DECEMBER 31,
         (DOLLARS IN THOUSANDS)               1995         1994         1993         1992         1991         1990
                                                                                           
EXCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
  operations............................   $1,106,241    2,087,887    1,795,265      977,302      699,815      316,110
Fixed charges, excluding preferred stock
  dividends and capitalized interest....      566,072      861,573      628,840      591,458      878,337    1,422,265
(A.) Earnings...........................   $1,672,313    2,949,460    2,424,105    1,568,760    1,578,152    1,738,375
Interest, excluding interest on
  deposits..............................   $  523,173      746,938      537,964      501,556      803,787    1,349,953
One-third of rents......................       33,361       69,164       69,498       68,082       62,941       52,808
Preferred stock dividends*..............       26,888      132,846       66,931       74,860       63,354       66,655
Capitalized interest....................          746        1,120          285          381        2,326        3,144
(B.) Fixed charges......................   $  584,168      950,068      674,678      644,879      932,408    1,472,560
Consolidated ratios of earnings to fixed
  charges, excluding interest on
  deposits (A./B.)......................         2.86x        3.10         3.59         2.43         1.69         1.18
INCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
  operations............................   $1,106,241    2,087,887    1,795,265      977,302      699,815      316,110
Fixed charges, excluding preferred stock
  dividends and capitalized interest....    1,914,776    2,907,617    2,572,828    3,031,582    4,145,434    4,878,783
(C.) Earnings...........................   $3,021,017    4,995,504    4,368,093    4,008,884    4,845,249    5,194,893
Interest, including interest on
  deposits..............................   $1,871,877    2,792,982    2,481,952    2,941,680    4,070,885    4,806,471
One-third of rents......................       33,361       69,164       69,498       68,082       62,941       52,808
Preferred stock dividends*..............       26,888      132,846       66,931       74,860       63,354       66,655
Capitalized interest....................          746        1,120          285          381        2,326        3,144
(D.) Fixed charges......................   $1,932,872    2,996,112    2,618,666    3,085,003    4,199,506    4,929,078
Consolidated ratios of earnings to fixed
  charges, including interest on
  deposits (C./D.)......................         1.56x        1.67         1.67         1.30         1.15         1.05

 
* Includes redemption premium of $41,355,000 in 1994.
See accompanying notes to pro forma financial information.
 

                    NOTES TO PRO FORMA FINANCIAL INFORMATION
(1) The pro forma information presented is not necessarily indicative of the
    results of operations or the combined financial position that would have
    resulted had the Purchase Acquisitions indicated in Note (3) below and the
    First Fidelity acquisition been consummated at the beginning of the 
    periods indicated, nor is it necessarily indicative of the results of 
    operations in future periods or the future financial position of the 
    combined entities. Consummation of the First Fidelity acquisition or any 
    of the Purchase Acquisitions is not contingent upon consummation of any 
    other of such acquisitions. Consummation of one or all of the Purchase 
    Acquisitions prior to consummation of the First Fidelity acquisition would 
    not materially impact the results of operations of the Corporation.

(2) It is assumed that the First Fidelity acquisition will be accounted for on a
    pooling of interests accounting basis, and accordingly, the related pro
    forma adjustments herein reflect, where applicable, an exchange ratio of (i)
    1.35 shares of the Corporation's common stock for each of the 81,998,930
    shares of First Fidelity common stock (less 3,345,884 treasury shares) which
    were outstanding at June 30, 1995; and (ii) one share of one of three
    corresponding new series of the Corporation's class A preferred stock for
    each share of the related three series of First Fidelity preferred stock
    outstanding at June 30, 1995, one series of which includes 4,368,848 shares
    of convertible preferred stock, which are currently convertible into
    3,408,138 shares of First Fidelity common stock. The new series of the
    Corporation's class A preferred stock will have substantially identical
    terms as the series being exchanged therefor. The 1.35 exchange ratio is
    subject to possible adjustment under certain circumstances.

    As a result, information was adjusted for the First Fidelity acquisition by
    the (i) addition of 106,181,612 shares of the Corporation's common stock
    amounting to $353,938,000; (ii) elimination of 81,998,930 shares of First
    Fidelity common stock amounting to $81,999,000; (iii) cancellation of
    3,345,884 treasury shares of First Fidelity at a cost of $165,354,000; and
    (iv) recordation of the remaining net amount of $437,293,000 as a reduction
    in paid-in capital at June 30, 1995.

    The pro forma financial information presented herein does not give effect to
    the possible purchase by the Corporation and/or First Fidelity of up to 5.5
    million shares of First Fidelity common stock or 7.4 million shares of the
    Corporation's common stock, or some combination of the two (the "First 
    Fidelity Acquisition Shares"), prior to consummation of the First Fidelity 
    acquisition. From July 3, 1995 through August 7, 1995, the Corporation 
    purchased 2.7 million shares of First Fidelity common stock at a cost of 
    $170 million, and 250,000 shares of FFB convertible preferred stock at 
    a cost of $12 million.

    As of June 30, 1995, the Corporation and First Fidelity had 14,441,144 and
    6,788,278 shares of common stock reserved for issuance, respectively,
    (excluding, as to the Corporation, shares reserved for issuance in
    connection with the First Fidelity acquisition, the Purchase Acquisitions,
    or upon exercise of the rights attached to shares of the Corporation's
    common stock).

    For the six months ended June 30, 1995, First Fidelity had net income
    applicable to common stockholders of $217,872,000.

(3) During the period from January 1, 1994 through August 14, 1995, the
    Corporation completed or had pending at August 14, 1995, the following
    purchase accounting acquisitions (the "Purchase Acquisitions"): (i) the 
    acquisition of BancFlorida Financial Corporation (completed August 1994) 
    with assets of $1.6 billion for 3.6 million shares of the Corporation's 
    common stock valued at $161 million, (ii) the acquisitions of First 
    Florida Savings Bank, FSB (completed in April 1995), Ameribanc Investors 
    Group (completed in April 1995), Coral Gables Fedcorp, Inc. (completed 
    May 1995), and Home Federal Savings Bank of Rome, Georgia (completed 
    August 1995), at an aggregate cost of $623 million in cash, (iii) the 
    acquisitions of American Savings Bank of Florida, FSB (completed July 
    1995) and United Financial Corporation of South Carolina, Inc., Columbia 
    First Bank, FSB, RS Financial Corp. and Brentwood National Bank (each of 
    which is pending at August 14, 1995) for an estimated 16.5 million shares 
    of the Corporation's common stock valued at an estimated $785 million, 
    (iv) the December 1994 purchase of a DE MINIMUS amount of loans, and the 
    purchase of deposits from Chase Manhattan Bank of Florida, N.A. ("Chase") 
    and Great Western Federal Savings Bank ("Great Western"), which in the 
    aggregate amounted to $1.8 billion, at an aggregate cost of approximately 
    $137 million, and (v) the purchase of deposits of Jacksonville Federal 
    Savings Association, Citizens Federal Savings Association, Cobb Federal 
    Savings Association and Hollywood Federal Savings Association from the 
    Resolution Trust Corporation ("RTC") in the aggregate amount of $640 
    million, at an aggregate cost of $68 million. Purchases of deposits from 
    Chase, Great Western and the RTC do not constitute a sufficient continuity
 

    of operations, and moreover, additional financial data is not available to
    develop meaningful and reliable pro forma income statement information with
    respect to such purchases.

    Goodwill and deposit base premium of approximately $701 million and $378
    million, respectively, are currently expected to result from the Purchase
    Acquisitions.

    In connection with certain of the foregoing purchase accounting acquisitions
    in which the consideration involved or will involve the issuance of the
    Corporation's common stock, the pro forma financial information presented 
    herein includes actual and assumed repurchases of the Corporation's common 
    stock that in the aggregate amount to 20.5 million shares at a cost of 
    $932 million.

    In April 1995, the Corporation's Board of Directors authorized the purchase
    of up to 15 million shares of the Corporation's common stock, which is in
    addition to the possible purchase of the First Fidelity Acquisition 
    Shares. As of August 7, 1995, the Corporation had authority to purchase up 
    to 6.3 million shares of its common stock, in addition to the First 
    Fidelity Acquisition Shares.

(4) The pro forma adjustment amounts related to the pro forma combined condensed
    statements of income reflect a 5.84 percent and 4.08 percent cost of funds
    for the six months ended June 30, 1995 and the year ended December 31, 1994,
    respectively, a six-to-ten year straight-line life related to investment
    securities, a nine-year straight-line life related to loans, a 10-year
    straight-line life related to premises and equipment and mortgage servicing
    rights, a 10-year sum-of-the-years digits method related to deposit base
    premium, and a 25-year straight-line life related to goodwill.

    These adjustments resulted in reductions in interest income, net interest
    income and net interest income after provision for loan losses for the six
    months ended June 30, 1995 and the year ended December 31, 1994 of
    $40,193,000 and $80,286,000, respectively; increases in noninterest expense
    of $20,111,000 and $52,677,000, respectively; reductions in income before
    income taxes of $60,304,000 and $132,963,000, respectively; reductions in
    income taxes of $19,709,000 and $40,535,000, respectively; and reductions in
    net income applicable to common stockholders of $40,595,000 and $92,428,000,
    respectively.

(5) Income per share data has been computed based on the combined historical net
    income applicable to common stockholders of the Corporation, First Fidelity
    and the companies involved in the Purchase Acquisitions using the historical
    weighted average shares outstanding of the Corporation's common stock and
    the weighted average outstanding shares, adjusted to equivalent shares of
    the Corporation's common stock, as of the earliest period presented.

(6) Certain insignificant reclassifications have been included herein to conform
    statement presentations. Transactions conducted in the ordinary course of
    business between the companies are immaterial, and accordingly, have not
    been eliminated.

(7) The unaudited pro forma financial information does not include any material
    expenses or restructuring charges related to the First Fidelity acquisition
    or the Purchase Acquisitions. Such after-tax restructuring charges are
    currently estimated to be $140 million relating to the First Fidelity
    acquisition.

(8) As indicated by the foregoing unaudited pro forma financial information and
    based solely on combined financial information as of June 30, 1995, upon
    consummation of the First Fidelity acquisition and the Purchase
    Acquisitions, the Corporation's historical net income per common share 
    after redemption premium for the six months ended June 30, 1995 and year 
    ended December 31, 1994, would have been diluted by 20 percent and 10 
    percent, respectively. It should not necessarily be assumed, however, that 
    the foregoing data will represent actual dilution with respect to the 
    First Fidelity acquisition and the Purchase Acquisitions.

(9) For purposes of computing the combined ratios of earnings to fixed charges
    of the Corporation and First Fidelity, earnings represent income from
    continuing operations before extraordinary items and cumulative effect of a
    change in accounting principle plus income taxes and fixed charges
    (excluding capitalized interest). Fixed charges, excluding interest on
    deposits, represent interest (other than on deposits, but including
    capitalized interest), one-third (the proportion deemed representative of
    the interest factor) of rents and all amortization of debt issuance costs.
    Fixed charges, including interest on deposits, represent all interest
    (including capitalized interest), one-third (the proportion deemed
    representative of the interest factor) of rents and all amortization of debt
    issuance costs. Pretax preferred stock dividends are included in fixed
    charges when computing the combined ratios of earnings to fixed charges and
    preferred stock dividends.