COLUMBUS, Ohio, April 13 /PRNewswire/ -- BANC ONE CORPORATION (NYSE: ONE)
and First Chicago NBD Corporation (NYSE: FCN) announced today a merger of
equals, forming one of the country's largest financial institutions.  The
company will be called BANC ONE CORPORATION, one of the strongest brand names
in America.  Its headquarters will be in Chicago.  The announcement was made
by John B. McCoy, Chairman and Chief Executive Officer of BANC ONE, and Verne
G. Istock, Chairman, President and Chief Executive Officer of First Chicago
NBD.
    Highlights of the new BANC ONE include:
    -- A premier national retail and business banking franchise, and the
       largest in the Midwest
    -- No. 2 credit card issuer with $60 billion in managed receivables
    -- No. 1 lender to small business
    -- An investment management business with more than $100 billion in assets
       under management
    -- More than 2,000 offices nationwide
    -- Total managed assets of $279 billion
    -- Nearly $19 billion of common equity
    -- Market capitalization of approximately $72 billion

    McCoy said, "This merger leverages the many strengths of both companies to
create a powerful national banking franchise.  With greater economies of scale
and skill, we will be an even stronger player in the financial services
industry.  We will be able to enhance our technological capabilities and will
be a major competitive force in credit cards, retail and business banking
across the country."
    Istock added, "This combination is a win-win proposition for our
shareholders, employees and customers.  Our earnings growth potential and
financial returns will be among the strongest of the nation's financial
institutions."
    The terms of the agreement include:
    -- John B. McCoy will become President and Chief Executive Officer of the
       combined company.  Verne G. Istock will become Chairman.  Vice Chairmen
       of the new BANC ONE will be Richard J. Lehmann, currently President and
       Chief Operating Officer of BANC ONE, and David J. Vitale, now Vice
       Chairman of First Chicago NBD.
    -- The new Board of Directors will total 22 - 11 from each company --
       including the four individuals listed above.
    -- Common shareholders of First Chicago NBD will receive 1.62 shares of
       BANC ONE common stock for each share of First Chicago NBD.  The
       agreement contains no collars and no walkways, and each company has
       granted the other a 19.9% stock option.
    -- Current BANC ONE shareholders will own approximately 60% of the common
       equity of the new company and First Chicago NBD shareholders
       approximately 40%.
    -- The merger will be accounted for as a pooling of interests; First
       Chicago NBD's stock repurchase program has been terminated.
    -- Pending approvals, the merger is targeted to be completed during the
       fourth quarter of 1998.

    The new company expects synergies of $1.2 billion, composed of
$930 million in annual cost savings and revenue increases of $275 million.
The transaction is expected to be accretive to earnings per share in 1999.
The restructuring charge for severance payments, facilities writedowns and
other merger-related costs is estimated to be $1.25 billion.
    BANC ONE CORPORATION had managed total assets of $147.0 billion, total
assets of $115.9 billion, and common equity of $10.2 billion at December 31,
1997.  BANC ONE operates more than 1,300 banking centers in 12 states and more
than 7,750 cash dispensing and automated teller machines in 49 states.  BANC
ONE owns several additional corporations that engage in a full range of
financial services.  Information about BANC ONE's financial results and its
products can be accessed on the Internet at:  http://www.bankone.com; through
InvestQuest at:  http://www.investquest.com; or through Fax-on-Demand at:
614-844-3860.
    First Chicago NBD had managed total assets of $122.7 billion, total assets
of $114.1 billion and common equity of $7.8 billion at December 31, 1997.
First Chicago NBD operates more than 650 banking branches, 1,400 automated
teller machines and 14 international offices.  Information about First Chicago
NBD's financial results and its products can be accessed on the Internet at:
http://www.fcnbd.com, or through First Chicago NBD Shareholder Direct at:
1-888-FCN-FACT.


Web site:  http://www.fcnbd.com