AGREEMENT AND PLAN OF MERGER OF
MIDLANTIC CORPORATION
WITH AND INTO PNC BANCORP, INC.
AGREEMENT AND PLAN OF MERGER ("Plan of Merger")
dated as of July 10, 1995, by and between MIDLANTIC
CORPORATION ("MC"), a New Jersey corporation having its
principal executive office at Metro Park Plaza, P.O.
Box 600, Edison, New Jersey 08818 and PNC BANCORP,
INC. ("Bancorp"), a Delaware corporation having its
registered office at 222 Delaware Avenue, Wilmington,
Delaware 19899, and joined in by PNC BANK CORP.
("PNC"), a Pennsylvania corporation having its
principal executive office at One PNC Plaza,
Pittsburgh, Pennsylvania 15265.
WITNESSETH
WHEREAS, the respective Boards of Directors of
MC, Bancorp and PNC deem the merger of MC with and into
Bancorp, under and pursuant to the terms and conditions
herein set forth or referred to, desirable and in the
best interests of the respective corporations and their
respective shareholders, and the respective Boards of
Directors of MC, Bancorp and PNC have adopted
resolutions approving this Plan of Merger and an
Agreement and Plan of Reorganization dated of even date
herewith ("Reorganization Agreement"); and
NOW, THEREFORE, in consideration of the premises
and of the mutual agreements herein contained, the
parties hereto do hereby agree as follows:
ARTICLE I
MERGER
Subject to the terms and conditions of this Plan
of Merger, on the Effective Date (as hereinafter
defined), MC shall be merged with and into Bancorp,
pursuant to the provisions of, and with the effect
provided in, Chapter 10 of the New Jersey Business
Corporation Act, N.J. Rev. Stat. SECTION 14A:10-1 et seq.
and 8 Del. Code Ch. 1, subchapter IX (said transaction
being hereinafter referred to as the "Merger"). On the
Effective Date, the separate existence of MC shall
cease and Bancorp, as the surviving entity, shall
continue unaffected and unimpaired by the Merger.
(Bancorp as existing on and after the Effective Date
being hereinafter sometimes referred to as the
"Surviving Corporation.")
ARTICLE II
CERTIFICATE OF INCORPORATION AND BY-LAWS
The Certificate of Incorporation and the By-Laws
of Bancorp in effect immediately prior to the Effective
Date shall be the Certificate of Incorporation and the
By-Laws of the Surviving Corporation, in each case
until amended in accordance with applicable law.
ARTICLE III
BOARD OF DIRECTORS
On the Effective Date, the Board of Directors of
the Surviving Corporation shall consist of those
persons serving as directors of Bancorp immediately
prior to the Effective Date.
ARTICLE IV
CAPITAL
The shares of capital stock of the Surviving
Corporation issued and outstanding immediately prior to
the Effective Date shall, on the Effective Date,
continue to be issued and outstanding.
ARTICLE V
CONVERSION AND EXCHANGE OF MC
SHARES; FRACTIONAL SHARE INTERESTS
1. On the Effective Date, each share of the
common stock of MC, par value $3 per share ("MC Common
Stock"), outstanding immediately prior to the Effective
Date (except as provided in Paragraphs 2, 5 and 7 of
this Article), including each attached right issued
pursuant to the Rights Agreement dated as of
February 23, 1990 between MC and Midlantic Bank, N.A.
(as amended), shall by virtue of the Merger be
converted into 2.05 shares of common stock, par value
$5 per share, of PNC ("PNC Common Stock").
2. On the Effective Date, all shares of MC
Common Stock held in the treasury of MC or owned
beneficially by any subsidiary of MC other than in a
fiduciary capacity or in connection with a debt
previously contracted and all shares of MC Common Stock
owned by PNC or owned beneficially by any subsidiary of
PNC other than in a fiduciary capacity or in connection
with a debt previously contracted shall be canceled and
no cash, stock or other property shall be delivered in
exchange therefor.
3. On and after the Effective Date, each holder
of a certificate or certificates theretofore
representing outstanding shares of MC Common Stock (any
such certificate being hereinafter referred to as a
"Certificate") may surrender the same to PNC or its
agent for cancellation and each such holder shall be
entitled upon such surrender to receive in exchange
therefor certificate(s) representing the number of
shares of PNC Common Stock to which such holder is
entitled as provided herein and a check in an amount
equal to the amount of cash to be paid pursuant to
Paragraph 7 of this Article V, without interest, to
which such holder is entitled. Until so surrendered,
each Certificate shall be deemed for all purposes to
evidence ownership of the number of shares of PNC
Common Stock into which the shares represented by such
Certificates have been changed or converted as
aforesaid. No dividends or other distributions
declared after the Effective Date with respect to PNC
Common Stock shall be paid to the holder of any
unsurrendered Certificate until the holder thereof
shall surrender such Certificate in accordance with
this Article V. After the surrender of a Certificate
in accordance with this Article V, the record holder
thereof shall be entitled to receive any such dividends
or other distributions, without any interest thereon,
which theretofore had become payable with respect to
shares of PNC Common Stock represented by such
Certificate. Certificates surrendered for exchange by
any person who is an "affiliate" of MC for purposes of
Rule 145(c) under the Securities Act of 1933, as
amended, shall not be exchanged for certificates
representing shares of PNC Common Stock until PNC has
received the written agreement of such person
contemplated by Section 4.9 of the Reorganization
Agreement. If any certificate for shares of MC Common
Stock is to be issued in a name other than that in
which a certificate surrendered for exchange is issued,
the certificate so surrendered shall be properly
endorsed and otherwise in proper form for transfer and
the person requesting such exchange shall affix any
requisite stock transfer tax stamps to the certificate
surrendered or provide funds for their purchase or
establish to the reasonable satisfaction of PNC or its
agent that such taxes are not payable.
4. Upon the Effective Date, the stock transfer
books of MC shall be closed and no transfer of MC
Common Stock shall thereafter be made or recognized.
Any other provision of this Plan of Merger
notwithstanding, neither PNC or its agent nor any party
to the Merger shall be liable to a holder of MC Common
Stock for any amount paid or property delivered in good
faith to a public official pursuant to any applicable
abandoned property, escheat or similar law.
5. In the event that prior to the Effective
Date the outstanding shares of PNC Common Stock shall
have been increased, decreased or changed into or
exchanged for a different number or kind of shares or
securities by reorganization, recapitalization,
reclassification, stock dividend, stock split or other
like changes in PNC's capitalization, all without PNC
receiving adequate consideration therefor, then an
appropriate and proportionate adjustment shall be made
in the number and kind of shares of PNC Common Stock to
be thereafter delivered pursuant to this Plan of
Merger.
6. On the Effective Date, MC's obligations
under its Incentive Stock and Stock Option Plan (1986)
(the "1986 Plan") with respect to stock options granted
thereunder to any person who is, on the date MC's
shareholders approved the Merger, subject to the
reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, with
respect to equity securities of MC (an "Insider")
shall, as to the portion of the MC Option that is then
exercisable (determined by giving effect to the
acceleration provisions of Section 4(d)(ii) of the 1986
Plan but without regard to the acceleration provisions
of Section 4(d)(i) of the 1986 Plan) (a "Vested MC
Option") be assumed by PNC and each such option shall
become an option (a "PNC Option") that entitles such
Insider to receive, upon payment of the exercise price,
2.05 shares of PNC Common Stock for each share of MC
Common Stock covered by the Vested MC Option. Each
such PNC Option shall be subject to the same terms and
conditions as were applicable to the Vested MC Option,
except that immediately following the Effective Date,
the PNC Option shall be cancelled in exchange for the
number of shares of PNC Common Stock having an
aggregate "fair market value" equal to the product of
(1) the number of shares of PNC Common Stock subject to
such PNC Option and (2) the excess, if any, of the fair
market value of a share of PNC Common Stock on the
Effective Date over the exercise price of the PNC
Option. The portion of each MC Option held by an
Insider that is not a Vested MC Option shall
automatically become exercisable in accordance with
Section 4(d) of the 1986 Plan and shall be cancelled on
the Effective Date if not theretofore exercised. Each
MC Option held by any person who is not an Insider
shall be cancelled at the Effective Date and PNC shall
deliver to the holder of each such option, in respect
thereof, the number of shares of PNC Common Stock
having an aggregate fair market value equal to the
product of (1) the number of shares of MC Common Stock
subject to such option and (2) the excess, if any, of
the fair market value of a share of MC Common Stock on
the Effective Date over the exercise price of such
option. For purposes of this Paragraph 6, (1) "fair
market value" with respect to a share of MC Common
Stock shall have the meaning assigned to such term in
the 1986 Plan and (2) "fair market value" with respect
to a share of PNC Common Stock shall have the meaning
ascribed to the term "market value" in Paragraph 7 of
this Article.
7. Notwithstanding any other provision hereof,
each holder of shares or of Stock Options who would
otherwise have been entitled to receive a fraction of a
share of PNC Common Stock (after taking into account
all Certificates delivered by such holder or all shares
to be delivered to such holder upon termination of
Stock Options) shall receive, in lieu thereof, cash in
an amount equal to such fractional part of a share of
PNC Common Stock multiplied by the market value of such
Common Stock. The market value of one share of PNC
Common Stock on the Effective Date shall be the closing
price of such Common Stock in the New York Stock
Exchange -- Composite Transactions List (as reported by
The Wall Street Journal or other authoritative source)
on the last business day preceding such date. No such
holder shall be entitled to dividends, voting rights or
any other shareholder right in respect of any
fractional share.
8. The provisions pertaining to Stock Options
contained in Paragraphs 6 and 7 of this Article V are
intended to be for the benefit of, and shall be
enforceable by, the respective holders of Stock Options
and his or her heirs and representatives.
ARTICLE VI
EFFECTIVE DATE OF THE MERGER
Certificates of merger evidencing the
transactions contemplated herein shall be delivered to
the Delaware and New Jersey Secretaries of State for
filing as provided in the Reorganization Agreement.
The Merger shall be effective at the time and on the
date specified in such certificates of merger (such
date and time being herein referred to as the
"Effective Date").
ARTICLE VII
FURTHER ASSURANCES
If at any time the Surviving Corporation shall
consider or be advised that any further assignments,
conveyances or assurances are necessary or desirable to
vest, perfect or confirm in the Surviving Corporation
title to any property or rights of MC, or otherwise
carry out the provisions hereof, the proper officers
and directors of MC, as of the Effective Date, and
thereafter the officers of the Surviving Corporation
acting on behalf of MC, shall execute and deliver any
and all proper assignments, conveyances and assurances,
and do all things necessary or desirable to vest,
perfect or confirm title to such property or rights in
the Surviving Corporation and otherwise carry out the
provisions hereof.
ARTICLE VIII
CONDITIONS PRECEDENT
The obligations of PNC, Bancorp and MC to effect
the Merger as herein provided shall be subject to
satisfaction, unless duly waived, of the conditions set
forth in the Reorganization Agreement.
ARTICLE IX
TERMINATION
Anything contained in the Plan of Merger to the
contrary notwithstanding, and notwithstanding adoption
hereof by the shareholders of MC, this Plan of Merger
may be terminated and the Merger abandoned as provided
in the Reorganization Agreement.
ARTICLE X
MISCELLANEOUS
1. This Plan of Merger may be amended or
supplemented at any time prior to its Effective Date by
mutual agreement of Bancorp, PNC and MC. Any such
amendment or supplement must be in writing and approved
by their respective Boards of Directors and/or by
officers authorized thereby and shall be subject to the
proviso in Section 6.4 of the Reorganization Agreement.
2. Any notice or other communication required
or permitted under this Plan of Merger shall be given,
and shall be effective, in accordance with the
provisions of the Reorganization Agreement.
3. The headings of the several Articles herein
are inserted for convenience of reference only and are
not intended to be a part of or to affect the meaning
or interpretation of this Plan of Merger.
4. This Plan of Merger shall be governed by and
construed in accordance with the laws of New Jersey and
Delaware applicable to the internal affairs of MC and
Bancorp, respectively.
IN WITNESS WHEREOF, the parties hereto,
intending to be legally bound hereby, have caused this
Agreement and Plan of Merger to be executed in
counterparts by their duly authorized officers and
their corporate seals to be hereunto affixed and
attested by their officers thereunto duly authorized,
all as of the day and year first above written.
Attest PNC BANK CORP.
/s/ William F. Strome By /s/ Walter E. Gregg, Jr.
______________________ _______________________
William F. Strome Walter E. Gregg, Jr.
Secretary Executive Vice President
(SEAL)
Attest PNC BANCORP, INC.
/s/ William F. Strome By /s/ Walter E. Gregg, Jr.
______________________ ________________________
William F. Strome Walter E. Gregg, Jr.
Assistant Secretary Executive Vice President
(SEAL)
Attest MIDLANTIC CORPORATION
/s/ John M. Sperger By /s/ Garry J. Scheuring
____________________ _______________________
John M. Sperger Garry J. Scheuring
Secretary Chairman, President and
Chief Executive Officer
(SEAL)