Shareholders, Federal Reserve Approve Merger of Banc One, First Chicago NBD; New Board Announced

Sep 15, 1998
CHICAGO AND COLUMBUS, Sept. 15, 1998 – Shareholders have approved the merger of equals of BANC ONE CORPORATION and First Chicago NBD Corporation in separate meetings today, the companies announced.

"Our companies’ shareholders recognize the value we’re bringing together in these two strong companies and have endorsed the merger," said John McCoy, who is BANC ONE chairman and will be president and chief executive officer of the new company, BANK ONE CORPORATION. "Combining these two great companies creates one great future."

A total of 98 percent of BANC ONE shareholders voting approved the merger as did 93 percent of First Chicago NBD shareholders who voted.

In other significant action, the Federal Reserve Board approved the merger Monday and the Department of Justice endorsed the companies’ divestiture plan last week.

The merger is expected to be completed in October.

In addition, the companies today announced the composition of the post-merger, 22-member Board of Directors for BANK ONE, compr ised of 11 from BANC ONE’s board and 11 from First Chicago NBD’s board. Joining Istock and McCoy as inside directors will be Vice Chairmen Richard Lehmann and David Vitale. The entire board will stand for election at BANK ONE’s first annual meeting in May, 1999, and annually thereafter.

"The diversity of board members’ experience and background as well as the broad geographic base they represent will serve our shareholders, customers, employees and communities well," said Verne G. Istock, who is First Chicago NBD chairman and who will be chairman of BANK ONE.

BANK ONE CORPORATION will be the nation’s fifth-largest bank holding company with assets of more than $240 billion and managed assets of more than $280 billion. It will be a major corporate bank nationally and in selected international markets, the nation’s second-largest credit card company, the leading retail bank in eight states and the leading business bank in the Midwest and Arizona, and the third-largest bank mutual fund company.

 BANK ONE CORPORATION BOARD John H. Bryan Siegfried Buschmann Chairman, Chief Executive Chairman, Chief Executive Sara Lee Corp. The Budd Co. Chicago Troy, Mich. James S. Crown Bennett Dorrance General Partner Private investor Henry Crown and Company Chairman, Managing Director Chicago DMB Associates Phoenix Dr. Maureen A. Fay, O.P. John R. Hall President Retired Chairman, Chief Executive University of Detroit Mercy Ashland, Inc. Detroit Ashland, Ky. Verne G. Istock Laban P. Jackson Jr. Chairman* Chairman, Chief Executive BANK ONE CORPORATION Clear Creek Properties, Inc. Chicago Lexington, Ky. John W. Kessler Richard J. Lehmann Chairman Vice Chairman* The New Albany Company BANK ONE CORPORATION Columbus, Ohio Chicago William G. Lowrie Richard A. Manoogian President Chairman, Chief Executive Amoco Corp. Masco Corp. Chicago Taylor, Mich. William T. McCormick John B. McCoy Chairman, Chief Executive President, Chief Executive* CMS Energy Corp. BANK ONE CORPORATION Dearborn, Mich. Chicago Thomas E. Reilly Jr. John W. Rogers Jr. Chairman, Chief Executive Chairman, President Reilly Industries, Inc. Ariel Capital Management, Inc. Indianapolis, Ind. Chicago Thekla R. Shackelford Alex Shumate Education Consultant Office Managing Partner Columbus, Ohio Squire, Sanders & Dempsey Columbus, Ohio Frederick P. Stratton Jr. John C. Tolleson Chairman, Chief Executive Former Chairman, Chief Executive Briggs & Stratton Corp. First USA, Inc. Milwaukee, Wis. Dallas David J. Vitale Robert D. Walter Vice Chairman* Chairman, Chief Executive BANK ONE CORPORATION Cardinal Health, Inc. Chicago Columbus, Ohio *Reflects title in BANK ONE once merger is completed. ### Contacts: At BANC ONE: John Russell (Media) (614) 248-5989 Jay Gould (Investors) (614) 248-0189 At First Chicago NBD: J. Richard Johnson (Media) (312) 732-4455 Thomas Kelly (Media) (312) 732-7007 Sandra Catanzaro (Investors) (312) 732-8013 

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