Addressing shareholders directly for the first time since the merger deal with Banc One Corp. was announced last month, First Chicago NBD Corp. chairman Verne G. Istock laid out a rationale for the combination.

At First Chicago's annual stockholders meeting here Friday, Mr. Istock said that the pending "merger is an unprecedented opportunity for us to leverage the strengths of our franchise to create an even more powerful entity-unparalleled in the Midwest, national in reach, and focused on delivering value."

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