Contract
Exhibit
99.2
M
E M O R A N D U M
TO:
|
Optionee
|
FROM:
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Xxxxxxxx
Xxxxxx, VP/Xxxxxxx Xxxxxxx Officer
|
DATE:
|
September
26, 2007
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RE:
|
Effect
of the Merger on Your Yardville Stock Options
|
As
you
may know, Yardville National Bancorp (“Yardville”) has entered into an
agreement, dated June 6, 2007 with The PNC Financial Services Group, Inc.
(“PNC”) pursuant to which it is anticipated that Yardville will merge with and
into PNC, with PNC as the surviving entity (the “Merger”). The Merger
is subject to the approval of the stockholders of Yardville, which votes are
scheduled to take place on or about October 19, 2007, and certain regulatory
approvals. Upon consummation of the Merger, Yardville’s stockholders
will exchange their shares of Yardville stock for either cash, shares of PNC
stock or a combination of cash and shares of PNC stock (collectively, the
“Merger Consideration”), and the separate corporate existence of Yardville shall
cease.
You
are
receiving this memo because our records reflect that you currently hold stock
options to purchase shares of common stock of Yardville
(“Options”). This memo explains the effect of the Merger on your
Options and serves as notice under the 2003 Stock Option Plan for Non-Employee
Directors (and any other equity plan maintained by Yardville) that your Options,
if unexercised as of the time of the Merger, whether vested or unvested, will
terminate and be cancelled. However, with respect to any such
cancelled Options, you will receive as soon as reasonably practicable following
the effective time of the Merger, a lump sum cash payment, without interest
and
subject to any applicable withholding taxes, equal to the amount that your
Options are “in-the-money” as set forth in the Merger Agreement by and between
Yardville and PNC.
Although
you may exercise your vested Options prior to the Merger and exchange the shares
you acquire on exercise for the Merger Consideration, you do not need to
exercise them in order to realize any value that the Options may
have.
The
cancellation and cash-out of your Options are contingent upon the actual
consummation of the Merger.
If
you
have questions regarding the effect of the Merger on your Options, please call
Xxxxxx X’Xxxxxxx during normal business hours at (000)
000-0000.