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EXHIBIT 2
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT ("Amendment") is entered into as of August 16,
1995, by and among MIDLANTIC CORPORATION ("MC"), a New Jersey corporation
having its principal executive office at Metro Park Plaza, P.O. Box 600,
Edison, New Jersey 08818, PNC BANK CORP. ("PNC"), a Pennsylvania corporation
having its principal executive office at Xxx XXX Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000, and PNC BANCORP, INC. ("Bancorp"), a Delaware corporation
and a wholly owned subsidiary of PNC, having its registered office at 000
Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
WITNESSETH
WHEREAS, MC, PNC and Bancorp previously have entered into an Agreement
and Plan of Reorganization ("Reorganization Agreement") and an Agreement and
Plan of Merger ("Merger Agreement"), each dated as of July 10, 1995; and
WHEREAS, MC, PNC and Bancorp wish to amend the Reorganization Agreement
and the Merger Agreement in certain respects;
NOW, THEREFORE, MC, PNC and Bancorp agree as follows:
1. Section 3.1 of the Reorganization Agreement is amended by
substituting "2,178,965" for "178,965" and "22,752,023" for "21,602,949" in
clauses (i) and (ii) of the last sentence thereof, respectively.
2. Paragraph 6 of Article V of the Merger Agreement is hereby amended
to read in its entirety as follows:
6. On the Effective Date, MC's obligations under its Incentive
Stock and Stock Option Plan (1986) (the "1986 Plan"), the Midlantic
Banks, Inc. Incentive Plan and the Continental Bancorp, Inc. 1982 Stock
Option Plan (the "Option Plans") and each stock option granted under
the Option Plans and outstanding on the Effective Date (an "MC Option")
shall be treated as follows:
(i) Each MC Option granted to any person who is, on the
date MC's shareholders approve the Merger, subject to the
reporting
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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 under the Option Plans
(in the case of MC Options granted under the 1986 Plan,
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.
(ii) 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.
(iii) 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.
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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 Option Plan under
which the related MC Option was granted 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.
3. From the date hereof, this Amendment shall be read and construed
along with the Reorganization Agreement and the Merger Agreement and such
agreements shall, along with all the terms, covenants and conditions thereof,
be and continue to be in full force and effect, save as hereby amended.
4. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania applicable to agreements made and
entirely to be performed within such jurisdiction, except to the extent federal
law may be applicable.
5. This Amendment may be executed in any number of counterparts, each
of which shall constitute an original and all of which when taken together
shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Amendment to be executed in counterparts by their duly
authorized officers thereunto duly authorized, all as of the day and year first
above written.
PNC BANK CORP.
By /s/ XXXXXX X. XXXXX, XX.
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Xxxxxx X. Xxxxx, Xx.
Executive Vice President
PNC BANCORP, INC.
By /s/ XXXXXX X. XXXXX, XX.
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Xxxxxx X. Xxxxx, Xx.
Executive Vice President
MIDLANTIC CORPORATION
By /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer