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FIRST NATIONAL SHAREHOLDERS APPROVE MERGER AGREEMENT

 FIRST NATIONAL SHAREHOLDERS APPROVE MERGER AGREEMENT
 ERIE, Pa., Feb. 27 /PRNewswire/ -- The First National Pennsylvania Corporation (NASDAQ: FNPC) of Erie, Pa., announced today that the corporation's shareholders have voted to approve a definitive merger agreement with PNC Financial Corp (NYSE: PNC) of Pittsburgh.
 The agreement provides for the merger of The First National Bank of Pennsylvania with PNC's Marine Bank in Erie.
 The results of the shareholder vote were announced following a special meeting of shareholders held at The First's corporate office in Erie today.
 Under terms of the agreement, each share of The First Natonal Pennsylania Corporation common stock will be exchanged for .81 shares of PNC common stock. Closing of the transaction is expected by mid- year, subject to regulatory review and approvals.
 The First National Pennsylvania Corporation is a bank holding company headquartered in Erie. Affiliates in addition to The First National Bank of Pennsylvania include East Bay Mortgage Corporaton, which is engaged in the origination and sale of residential mortgage loans, and First National Investment Co., which is involved in the purchase and sale of securities.
 PNC Financial Corp, headquartered in Pittsburgh, is the nation's 15th largest bank holding company, with assets of $44.9 billion. It operates in approximately 500 community banking offices in Pennsylvania, Kentucky, Ohio, Indiana and Delaware, and conducts business through additional offices in 16 states.
 /delval/
 -0- 2/27/92
 /CONTACT: Mark J. Dombrowski of The First National Pennsylvania Corporation, 814-871-3657/
 (FNPC PNC) CO: The First National Pennsylvania Corporation; PNC Financial Corp ST: Pennsylvania IN: FIN SU: TNM


JT -- PG013 -- 3449 02/27/92 16:45 EST
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Publication:PR Newswire
Date:Feb 27, 1992
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