The PNC Financial Services Group Receives Approval for United National Bancorp Acquisition; Announces Preliminary Results of Ele

The PNC Financial Services Group Receives Approval for United National Bancorp
Acquisition; Announces Preliminary Results of Election 


PITTSBURGH, Dec. 8  /PRNewswire-FirstCall/ -- The PNC Financial Services Group,
Inc.  announced today that it has received all regulatory and shareholder
approvals for its previously announced acquisition of United National Bancorp 
currently valued at approximately $677 million in stock and cash. The sale is
expected to close in early January 2004.

Additionally, PNC and United National Bancorp are announcing preliminary results
of elections made by shareholders of United National Bancorp as to the form of
merger consideration to be received in the pending merger of United National
with and into a subsidiary of PNC are:

   -- 17.9% of the shares elected to receive cash;

   -- 55.0% of the shares elected to receive PNC common stock; and

   -- 27.1% of the shares did not make a valid election.



Based on the preliminary election results and the closing price of PNC common
stock on Dec. 2, 2003 of $54.31 per share, and applying the proration provisions
set forth in the merger agreement, the merger consideration to be received for
each share of UNBJ stock would be as follows:

-- shareholders making an election to receive cash would receive $35.90 in
cash;

-- shareholders making an election to receive stock would receive 0.633 of a
share of PNC common stock and $1.51 in cash, as a result of proration; and

-- shareholders not making an election would receive $35.90 in cash.

The actual merger consideration will be computed using the formula in the merger
agreement and will be based on, among other things, the actual number of shares
of United National common stock outstanding immediately prior to the closing
date, the results of the election process, and the average closing sales prices
of PNC common stock for the five consecutive trading days immediately preceding
(but not including) the trading day prior to the closing date.

United National Bancorp is a $3.1 billion asset holding company for UnitedTrust
Bank, a state-chartered FDIC-insured commercial bank headquartered in
Bridgewater, New Jersey operating 52 community banking offices throughout Essex,
Hunterdon, Middlesex, Morris, Somerset, Union and Warren counties in New Jersey
and Lehigh and Northampton counties in Pennsylvania. The Bank provides retail
banking, alternative financial products, insurance services, business banking
services, commercial lending, construction and commercial real estate lending,
consumer and mortgage lending and trust and investment services. Visit United
National Bancorp and UnitedTrust Bank on the World Wide Web at
http://www.unitedtrust.com/ .

The PNC Financial Services Group, Inc., headquartered in Pittsburgh, is one of
the nation's largest diversified financial services organizations, providing
regional community banking; wholesale banking, including corporate banking, real
estate finance and asset-based lending; wealth management; asset management and
global fund services.

Reach us on the World Wide Web at http://www.pnc.com/ 

DATASOURCE: The PNC Financial Services Group, Inc.



CONTACT:  Media, Brian E. Goerke, [phone], or

, or Investors, William H. Callihan,

[phone], or , both of The PNC Financial

Services Group, Inc.



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

http://www.unitedtrust.com/ 



Company News On-Call:  http://www.prnewswire.com/comp/701257.html

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