The Federal Reserve Board on Monday approved Banc One Corp.'s plan to merge with First Chicago NBD Corp.

Shareholders for the two companies are scheduled to meet Tuesday to vote on the proposed merger, which would create the country's fifth-biggest banking company, with assets of nearly $232 billion.

When the deal was announced in April, it was the third-largest banking merger agreement, valued at $30 billion.

It was dwarfed that day by the second-largest, the $61.6 billion pact between NationsBank Corp. and BankAmerica Corp., and was later surpassed by the Norwest Corp. and Wells Fargo & Co. deal, worth $34.4 billion when it was announced in June.

Due to declining stock prices, the Banc One deal is now valued at $21.1 billion.

The Department of Justice approved the merger after Banc One and First Chicago agreed last week to sell 39 branches in Indiana to Union Planters Corp.

The merged bank is expected to take the name Bank One and be headquartered in Chicago.

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