First Chicago Corp. apparently has ensured its continued corporate existence by agreeing to a merger of equals with NBD Bancorp, but experts say it is unclear whether shareholders are properly served by the deal.

Long an object of takeover speculation, First Chicago sidestepped that fate by agreeing to share managerial power with NBD. In so doing, however, the company may have forfeited a takeover premium of up to $2.3 billion.

"First Chicago could have gotten a significant bid over market value, probably in excess of $85 a share, if it had simply decided to sell," said Fred Cummings, an analyst with McDonald & Company Securities Inc. in Cleveland.

Characterizing First Chicago's move "as a defensive measure," Mr. Cummings downgraded the stocks of both companies.

The analyst's reaction underscores the deep conflicts facing managers in the rapidly consolidating banking industry. Bankers who spurn takeovers in effect are accepting responsibility for delivering returns otherwise provided by a sale - and that can be a near-impossible task.

Intensifying the debate about First Chicago's peer alliance with NBD, moreover, is the obvious salability of the company.

Richard L. Thomas, First Chicago's chairman and chief executive, openly conceded in a Wednesday press conference that "if we wanted to sell ... we wouldn't have had any shortage of people to talk to."

One bank lawyer familiar with the deal added: "It would have been easy for them to have been sold. One call to Charlotte and the deal would have been done in a week."

The North Carolina city is the headquarters of both First Union Corp. and NationsBank Corp., which has frequently been mentioned as a suitor for First Chicago.

Mr. Thomas defends his decision, however, saying the deal will unlock significant cost-cutting opportunities and synergies, while forming an entity having a dominant share in three important Midwest markets.

Even at that, however, some experts contend Mr. Thomas has stretched deal economics to the limit. For example, NBD is expected to contribute 39% of the combined entity's 1996 revenues, but its shareholders would receive 49% of the merged company's stock.

On top of that, NBD chairman and chief executive Verne G. Istock is to assume the helm of the merged company, eclipsing Mr. Thomas' chosen successor, Leo F. Mullin, who instead is to resign.

And Standard & Poor's Ratings Group on Wednesday placed the debt of NBD on credit watch with negative implications questioning the realization of cost savings needed to make the deal work.

In mergers of equals, "Integration and realization of expected benefits frequently take longer than management's original projections," said S&P in its ratings announcement. "In addition, such mergers often present specific management and cultural issues."

An adviser close to the transaction pointed out that First Chicago vice chairman David J. Vitale and executive vice president Scott P. Marks Jr. was to assume key roles in the new company.

Perhaps most important, this observer said, the headquarters would remain in Chicago, an important cultural issue in a city with no other large independent banks.

The bank decided a merger of equals was best for shareholders, delivering better long-term returns than a sale, the adviser said.

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