EXHIBIT 99.1
THE PNC FINANCIAL SERVICES GROUP, INC.
ONE PNC PLAZA
000 XXXXX XXXXXX
XXXXXXXXXX, XXXXXXXXXXXX 00000-0000
February 10, 2005
Xxx X. Xxxxxxxxxx
0000 Xxxx Xxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
Reference is made to (i) the Agreement and Plan of Merger (the
"Original Plan"), dated as of July 16, 2004, by and between PNC Financial
Services Group, Inc. ("PNC") and Xxxxx National Corporation ("Xxxxx"), and (ii)
the letter agreement dated as of July 16, 2004, by and between you and PNC (the
"Voting Agreement").
PNC and Xxxxx are considering entering into an amendment to the
Original Plan in the form attached hereto (together with the disclosure
schedules in the form attached hereto, the "Amended Plan"). By executing this
letter agreement on the signature page attached hereto, you hereby agree and
acknowledge that the Voting Agreement shall apply to the Amended Plan and the
Merger (as defined in the Amended Plan), such that all references to the "Plan"
in the Voting Agreement shall be deemed to refer to the Amended Plan. PNC hereby
agrees that:
1. PNC shall not, without your prior written consent, amend, waive or
modify, nor shall it propose or agree to any amendment, waiver or modification
of, any of the provisions of Sections 5.11, 5.12(b), 5.14 and 8.11 of the
Amended Plan, in any manner that is adverse to you. In addition, if PNC agrees
to any changes in the Amended Plan that are adverse to you PNC agrees that you
shall no longer be bound by the Voting Agreement
2. Upon consummation of the Merger, PNC will assume the obligations of
Xxxxx under the Settlement Agreement, dated December 31, 2001, between you and
Xxxxx (the "Settlement Agreement"). PNC has been advised that Xxxxx has not made
the payment due on January 31,2005 under the Settlement Agreement.. PNC agrees
that the execution of this letter and your vote in favor of the Amended Plan
shall not be construed in any way as a consent by you to such failure to make
the payment or a waiver by you of any rights with respect thereto.
Very truly yours,
PNC FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice Chairman
Xxx X. Xxxxxxxxxx
February 10, 2005
Page 2
Agreed and acknowledged on this 10th day of February, 2005:
/s/ Xxx X. Xxxxxxxxxx
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Xxx X. Xxxxxxxxxx
