20080511 The Gunpowder Chronicles

The Gunpowder Chronicles

Sunday, May 11, 2008

The folks over at The Gunpowder Chronicle are thinking out loud that maybe Ed Hale Should Stop Talking?: Eddie Hale -- robust supporter of O'Guvnah and would be land-baron of Baltimore -- spoke up at the annual 1st Mariner Stockholder's Meeting and prognosticated that the stock had reached its lowest point, and was poised for a rebound. More – click here.

While you are over there graze several other posts that are worthwhile:

Happy Birthday Israel: Thursday, May 8, 2008 was the 60th Anniversary of the founding of Israel.

Way to Go Steve Larsen and O'Guvnah!: Remember how O'Guvnah promised us in his 2006 campaign how the O'Guvnah era in Maryland Politics would usher in a brand new Public Service Commission... one not "so connected" with power utilities that they regulated? How rate increases would be rolled back? How electricity would be made affordable again?

The Road to Hell Is Paved with Good Intentions: Of course, the ACLU and the liberal lawyers are leading the way. Just ask the victims of former Guantanamo detainee Abdullah Salih Al Ajmi.

20070824 Louna Primm joins New Windsor State Bank

Louna Primm joins New Windsor State Bank

September 4^th, 2007 - - Got some feedback and questions about this earlier in the day – and this is all I know:

Press Release – August 24, 2007

New Chief Lending Officer/Executive Vice President
Joins New Windsor State Bank

The New Windsor State Bank is very pleased to announce that Louna S. Primm recently joined the bank in the position of Executive Vice President and Chief Lending Officer and is responsible for all of NWSB’s lending activities which include commercial, residential and consumer lending.

Mrs. Primm has more than 40 years of community banking experience in Carroll County. Mrs. Primm’s office is located in New Windsor State Bank’s Professional Center Offices located at 222 East Baltimore Street in Taneytown. Mrs. Primm can be contacted at 410-871-0797.

Mrs. Primm is a graduate of The National Commercial Lending School, The Maryland Banking School and The Stonier Graduate School of Banking.

Mrs. Primm currently serves as Vice Chairman for the Carroll Community College Foundation Board of Trustees, member of the Board of Managers of the YMCA of Central Maryland Carroll County Family Branch, member of the Board of Trustees of Carroll Hospice, Inc., member of the Board of Directors of the Warfield Development Corporation, member of the State of Maryland Economic Development Assistance Authority (DEBD), member of the Board of Trustees of Carroll Lutheran Village, and is a member of the Greater Westminster Development Corporation and McDaniel College Women’s Leadership Network Committee.

The Daily Record named Mrs. Primm as one of Maryland’s Top 100 Women for the year 2003 and again in 2005.

The New Windsor State Bank, headquartered in New Windsor, Maryland, has been proudly serving the financial needs of the citizens and businesses of Carroll County since 1932 and is celebrating its 75^th Anniversary. New Windsor State Bank is a full service community Bank with convenient branches in Westminster, New Windsor, Mt. Airy and Taneytown.

For further information regarding the above, or about the New Windsor State Bank and our approach to true community banking, please contact:

The New Windsor State Bank

Attn: Lisa Monthley, 222 East Baltimore Street, Taneytown, Maryland 21787
(410) 549-1414

20070719 Sterling Financial Corporation to Merge with PNC

Sterling Financial Corporation of Lancaster, PA to Merge with PNC

(See timeline and business footprint of Sterling here.)

For more information on Business and Banking on “Soundtrack” go here: Business Banking. For more posts on Business, economics and banking go here: Business economics and Investments. For Business go here: Business. For business retail…Business Retail

FOR IMMEDIATE RELEASE –July 19^th, 2007

Sterling Financial Corporation of Lancaster, PA, (NASDAQ: SLFI) announced today that it has agreed to merge with The PNC Financial Services Group, Inc. of Pittsburgh, PA (NYSE: PNC). Sterling shareholders will receive approximately $19.00 in PNC stock or cash for each share of Sterling stock.

The total deal value is approximately $565 million and it is expected to close in the first quarter of 2008, subject to customary closing conditions, including regulatory approval and approval by Sterling shareholders. This transaction has been approved by both boards of directors.

Integration of the two operations is expected to take place in the third quarter of 2008. For Sterling customers, little will change during the time leading up to the conversion.

They are asked to continue to use their same branch offices and relationship managers. And since both companies have extensive experience in this type of integration, a seamless transition is anticipated.

“We are really pleased with PNC as a strategic partner. It is a great transaction for our shareholders and adds a level of convenience and product depth that will enhance the banking experience for the Sterling customer,” said J. Roger Moyer, Jr., president and chief executive officer of Sterling. “Our customers will be able to bank across the mid-Atlantic area utilizing PNC’s extensive branch, ATM, and online banking network.”

Sterling complements the PNC branch network nicely by filling in its south-central Pennsylvania presence anchored by Philadelphia, Harrisburg, and Baltimore.

Added Glenn Walz, chairman of Sterling Financial Corporation, “This transaction demonstrates our commitment to enhance shareholder value following the impact of the irregularities found at EFI earlier this year. We are

extremely pleased to obtain such a fine transaction for our shareholders as well as a quality partner for our customers and employees.”

Under the merger agreement, Sterling will merge into PNC. The transaction values each common share of Sterling stock at $19.00 based on PNC’s closing NYSE stock price of $73.87 on July 17, 2007.

The aggregate consideration for the Sterling common stock is composed of approximately 4.540 million shares of PNC common stock and $224 million in cash, subject to adjustment, and is based on 29.425 million shares of Sterling

common stock currently outstanding.

The consideration a Sterling shareholder will receive is equivalent to 0.1543 shares of PNC common stock and $7.60 in cash per share of Sterling common stock.

Sterling shareholders will be entitled to elect to receive the merger consideration in shares of PNC common stock or in cash, subject to proration if either cash or stock is oversubscribed. All Sterling stock options have vested as a result of Sterling’s agreement with PNC.

Options not exercised by the closing date will convert to PNC options for the remaining term at the conversion date.

The actual value of the purchase consideration to be paid upon closing to each Sterling shareholder will depend on the average PNC stock price shortly prior to completion of the merger, and the cash and stock components on a per Sterling share basis will be determined at that time based on the average PNC stock price so that each share of Sterling receives consideration representing equal value.

Keefe, Bruyette & Woods, Inc., and Sullivan & Cromwell LLP, respectively, acted as the financial and legal advisers to Sterling in this transaction. More information on the two companies and this transaction will be available on Sterling’s web site at www.sterlingfi.com .

Sterling Financial Corporation (NASDAQ: SLFI) is a diversified financial services company based in Lancaster, Pa. Sterling Banking Services Group affiliates offer a full range of banking services in south-central Pennsylvania, northern Maryland and northern Delaware. The group also offers correspondent banking services in the mid-Atlantic region to other companies within the financial services industry, and banking related insurance services. Sterling Financial Services Group affiliates provide specialty commercial financing; fleet and equipment leasing; and investment, trust and brokerage services.

Visit www.sterlingfi.com for more information.

Banking Services Group -- Banks: Pennsylvania: Bank of Lancaster County*; Bank of Lebanon County*; PennSterling Bank*; and Pennsylvania State Bank*. Pennsylvania and Maryland: Bank of Hanover*. Maryland: Bay First Bank*. Delaware: Delaware Sterling Bank & Trust Company. Correspondent banking

services: Correspondent Services Group (provider of Sterling services to other financial institutions). Insurance services: Lancaster Insurance Group, LLC (independent insurance agency) and Sterling Financial Settlement Services, LLC (title insurance agency).

*Divisions of BLC Bank, N.A.

Financial Services Group -- Specialty commercial financing: Equipment Finance LLC* (commercial financing company for the soft pulp logging and land clearing industries, serving primarily the paper industry in the southeastern United States). Fleet and equipment leasing: Town & Country Leasing, LLC* (nationwide fleet and equipment leasing/financing company). Trust, investment and brokerage services: Sterling Financial Trust Company* (trust and investment services), Church Capital Management, LLC (registered investment advisor) and Bainbridge Securities Inc. (securities broker/dealer).

Forward-Looking Statements

This filing contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Act of 1995. These include statements as to the proposed benefits of the merger between Sterling and PNC (the “Merger”), including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Merger as well as other statements of expectations regarding the Merger and any other statements regarding future results or expectations.

These statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements.

Sterling cautions readers that results and events subject to forward-looking statements could differ materially due to the following factors, among others: the risk that the businesses of Sterling and PNC in connection with the Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; the ability to obtain required governmental and stockholder approvals, and the ability to complete the Merger on the expected timeframe; possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of Sterling and PNC to integrate recent acquisitions and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing of restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectibility of loans; the effects of changes in interest rates and other risks and factors identified in each company’s filings with the SEC. Sterling does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this filing.

Internal and governmental reviews and investigations relating to the previously announced issues associated with Sterling's Equipment Finance, LLC unit, as well as litigation arising out of those issues, are on-going and the timing and impact of completion of those reviews, investigations, and litigation are uncertain and could impact the timing of completion of the acquisition or the timing or realization of the anticipated benefits to PNC.

###

Additional Information About this Transaction

The PNC Financial Services Group, Inc. and Sterling Financial Corporation will be filing a proxy statement/prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the “SEC”).

WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors will be able to obtain these documents free of charge at the SEC’s web site (www.sec.gov). In addition, documents filed with the SEC by The PNC Financial Services Group, Inc. will be available free of charge from Shareholder Relations at (800) 843-2206. Documents filed with the SEC by Sterling

Financial Corporation will be available free of charge from Sterling Financial Corporation by contacting Shareholder Relations at (877) 248-6420.

The directors, executive officers, and certain other members of management and employees of Sterling Financial Corporation are participants in the solicitation of proxies in favor of the merger from the shareholders of Sterling Financial Corporation. Information about the directors and executive officers of Sterling Financial Corporation is set forth in the proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 2, 2007. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

Financial:

Tito Lima

Chief Financial Officer

717-735-4547 or tllima@sterlingfi.com

Media:

Mike Lambert

Director of Communications

717-735-5558 or mwlambert@sterlingfi.com

_____

7/19/2007Sterling Financial Corporation of Lancaster, PA to Merge with PNC

7/10/2007Bank of Hanover Joins Carroll County Development Corporation

7/02/2007New Bay First Branch in Elkton Completed

6/26/2007Sterling Financial of Lancaster, PA Announces Capital Restoration on Track

5/24/2007Sterling Financial of Lancaster, PA Announces Initial Investigation Findings; Significant, Sophisticated Loan Scheme Uncovered

5/22/2007Sterling Financial Corporation of Lancaster, Pa., Receives Nasdaq Staff Determination Letter - Sterling to Appeal

4/30/2007Sterling Financial Corporation of Lancaster, Pa., Expects To Restate Financial Statements and Postpones 2007 Annual Meeting

4/19/2007Sterling Financial Corporation of Lancaster, Pa., Postpones First Quarter Earnings Release

2/28/2007Sterling Financial Corporation of Lancaster, Pa., Announces Quarterly Dividend

1/23/2007Sterling Financial Corporation of Lancaster, Pa., Announces Fourth Quarter and Year End Earnings

12/27/2006Sterling Financial Corporation of Lancaster, Pa., Divests Selected Insurance Businesses

11/21/2006Sterling Financial Corporation of Lancaster, Pa., Announces Quarterly Dividend for Fourth Quarter 2006

10/27/2006Bay First Bank to Serve Cecil and Harford Counties in Maryland

10/24/2006Sterling Financial Corporation of Lancaster, Pa., Announces 3rd Quarter Earnings

9/20/2006Sterling Financial Corporation Named One of 50 Fastest Growing Companies in Central Pennsylvania

8/22/2006Sterling Financial Corporation of Lancaster, Pa., Announces Quarterly Dividend for Third Quarter 2006

8/08/2006Sterling Financial Corporation of Lancaster, Pa., Recognized as One of America's Finest Companies

7/25/2006Sterling Financial Corporation of Lancaster, Pa., Announces Record Earnings

5/31/2006Sterling Financial Corporation Recognized Again for Increasing Shareholder Dividends

5/24/2006Sterling Financial Corporation of Lancaster, Pa., Announces Quarterly Dividend

_____

7/19/2007A big day for Sandler O'Neill, Sullivan & Cromwell

7/19/2007SunTrust Robinson Humphrey maintains Sterling Financial at 'reduce'

7/19/2007Ferris Baker Watts cuts Sterling Financial to 'sell'

7/19/2007PNC sees dilution in '08 from Sterling deal

7/19/2007Branch map: PNC to acquire embattled Sterling Financial

7/19/2007PNC to acquire embattled Sterling Financial

7/19/2007NEWS FLASH: PNC to acquire Sterling Financial

7/12/2007Sterling Financial affiliate opens third Elkton, Md., branch

6/28/2007Sterling Financial enters into $80 million credit agreement

6/27/2007SunTrust Robinson Humphrey reiterates Sterling Financial at 'reduce'

6/27/2007Ferris Baker Watts raises Sterling Financial to 'buy'

6/25/2007Another law firm investigates Sterling Financial's 401(k) plan

6/15/2007Law firm files complaint against Sterling Financial

6/14/2007Law Firm of Stull Stull & Brody files lawsuit against Sterling Financial units

6/14/2007Another law firm sues Sterling Financial

6/13/2007Law firm files complaint against Sterling Financial units

6/11/2007Brodsky & Smith confirms lawsuit against Sterling Financial

6/6/2007Another law firm investigates Sterling Financial's 401(k) plan

6/5/2007Sterling Financial faces another lawsuit

6/5/2007Another law firm sues Sterling Financial

20070718 Those losing jobs at Merc get 11 pages of spaghetti by Jay Hancock

Those losing jobs at Merc get 11 pages of spaghetti

Jay Hancock

July 18, 2007

As psychological trauma goes, losing a job ranks with divorce and the death of a loved one at the top of the scale.

Shame there's so much paperwork. The 11-page contract that laid-off employees from PNC Financial Services Group must sign is the most complicated severance deal I've seen for anybody without a regular seat on a corporate jet.

Hundreds of former Mercantile Bankshares workers have to think about whether to select "Option A" or "Option B" in their PNC separation deals. They're supposed to apply for state unemployment benefits, even while collecting severance checks from the company. They must decide whether to extend medical coverage, sign a confidentiality agreement and agree not to sue.

All while worrying about lost income, looking for a new job and potentially sinking into depression, which is common for the jobless.

"You have been advised to review this agreement and discuss your options with an attorney you choose," reads the PNC severance contract. Who can afford a lawyer? These folks are about to be unemployed.

[…]

In March, Pittsburgh-based PNC paid $6 billion for Mercantile, a legendary Baltimore institution and the largest banking company still based in Maryland.

PNC told more than 900 Mercantile employees in Maryland and nearby states that their jobs are gone. Hundreds are in Maryland, including 323 in Linthicum, where Mercantile had a back office.

Read his entire column here: Those losing jobs at Merc get 11 pages of spaghetti

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20070507 Ed Hale bites his lip – This too will pass…

Ed Hale bites his lip – This too will pass…

May 7^th, 2007

Hale tries to weather real estate downturn

1^st Mariner Bank Read more on “Soundtrack” here: Business Banking

Read: A message from Ed Hale… - it will give you some insight as to why he commands so much loyalty from the Maryland community…

And: 20061020 A nice quick profile of First Mariner’s Ed Hale

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For those of us who have followed Ed Hale’s banking career since the days of the Bank of Baltimore, adversity is not a problem for Mr. Hale. If anything it only makes him better.

The banking and financial services market has its up and downs. Many current folks who follow the markets have grown use to our current long stretch of good news and have no idea when to be alarmed and when to understand that economic markets adjust themselves from time to time and that is a good thing.

Writing for the Baltimore Sun, Laura Smitherman writes about attending the recent First Mariner annual stockholders’ meeting… in her May 7^th, 2007 article, “Hale tries to weather real estate downturn.”

Edwin F. Hale Sr. stood before a few dozen shareholders and board members of his First Mariner Bank at its annual meeting last week, biting his lip.

The brash former ironworker, who has enjoyed tweaking the city's elite in his rise from blue collar to boardroom, usually delights in the spotlight. But not on this occasion.

"We've taken our lumps," Hale acknowledged. "Hopefully, this will be the end of it."

It was a humbling moment for Hale. First Mariner, the base of his empire, is struggling after a series of bad loans…

[…]

First Mariner lost nearly $4 million in the fourth quarter and barely made money in the most recent quarter. Its stock has dropped more than 30 percent in the past six months.

Some of First Mariner's problems are the same faced by the banking industry in general amid a real estate crunch. Others have been of the bank's making.

[…]

Industry-wide, during the final quarter of last year, the pace of loan-making was the slowest in five years and past-due loans had their biggest increase in six years, according to the Federal Deposit Insurance Corp.

[…]

At 60 years old, Hale is trim and tough - he recently underwent shoulder surgery and to win a $1 bet from a friend attended a Lynyrd Skynyrd concert the next day.

[…]

Corbyn Investment Management, a money manager in Lutherville, recently bought First Mariner stock. Michael J. Fusting, co-chief investment officer, said the bank is putting its loan problems behind it and has room for growth as other local institutions such as Mercantile Bank are sold to out-of-state acquirers.

"At this point, of course, you never know what the future holds," he said. "They've got more nonperforming loans than the average bank; we just don't think it's going to spin out of control."

Read the rest of her article here. Hale tries to weather real estate downturn

Please take my blog reader survey!

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20070131 BB&T Bank staff reductions to affect positions in region

BB&T Bank staff reductions to affect positions in region

1/31/2007 Carroll County Times - Ryan Marshall

Mr. Marshall is a new reporter with the Carroll County Times. His beat is the City of Westminster and business.

We’re looking forward to Mr. Ryan’s work.

Meanwhile, this quick note caught the attention of many of us who really appreciated the service, sense of community and family that once existed with the Carroll County Bank and Trust before it was swallowed-up by BB&T.

At this point, who knows how many jobs have been lost for Carroll County and how much economy has been lost for our community from the sale of Carroll County Bank and Trust to BB&T.

Decisions are no longer local. Local vendors and suppliers are no longer used. Jobs have been lost and that means that many more products, goods and services not purchased in Carroll County and so much in the way of taxes for which the community no longer benefits.

Not to mention the fact that it was loss of a “concentration in capital” which is no longer available with which community non-profits would benefit.

We were told that shareholders would benefit and yet the price of the stock is about the same as when the bank was purchased in 1999. Besides, the position of many of us was that if a shareholder did not like the performance of the Carroll County Bank and Trust Company stock – they should sell it. Meanwhile many of us were perfectly happy with the bank, the performance of the stock and appreciated the sense of community it contributed to Carroll County.

That is all gone.

To be clear, many of the folks who are still – or currently with BB&T are great folks. None of us begrudge them… everyone has to work somewhere.

We just morn yet another lose in our community to “progress;” a term of which many of us have come to accept as a classic contemporary oxymoron. What “progress” means is that someone is peeing on your leg and telling you it is raining.

Meanwhile, Mr. Marshall wrote:

Staff reductions by BB&T Bank will affect two positions in Carroll County and 15 positions in the Baltimore region overall, a company spokesman said.

Twelve of the 15 employees have taken other jobs within the company, spokesman Bob Denham said. Two of the three remaining positions are in Carroll County, Denham said.

More than 700 positions will be cut throughout the company, he said. The positions affected cover 11 states and Washington, D.C.

Some of the positions to be cut are currently empty, Denham said.

The company instituted a hiring freeze in November, he said.

Four hundred seventy-six active employees are affected by the cuts company-wide, he said.

The company has already relocated 165 of those employees to other positions within the company, Denham said.

Ryan Marshall

http://www.carrollcountytimes.com/articles/2007/01/31/features/marketplace/market1.31-01.txt

20061114 PNC Watch

PNC Watch

November 14^th, 2006

PNC Posts Record Earnings of $5.01 Per Share

The Path to Redeption April 2006 By John Engen in USBanker:

Four years ago, PNC Financial Services was on the regulatory ropes. Overcoming those troubles wasn't easy for chairman and CEO James Rohr, who instilled con1/2dence-and, some say, a bit of a swagger-in a company searching for an identity. Today PNC seems able to do no wrong. Can its run of success continue?

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20061020 A nice quick profile of First Mariner’s Ed Hale

A nice quick profile of First Mariner’s Ed Hale

Hale keeps his focus on achieving success

October 20, 2006 – Read more on “Soundtrack” here: Business Banking

1^st Mariner Bank

Kelly Carson, of The Examiner has a nice quick-read profile of Ed Hale. For those who have followed his career, he’s the little engine that could… And everyone’s working class hero.

BALTIMORE - Edwin Hale Sr. has tunnel vision.

He focuses on success.

As chairman and chief executive officer of Baltimore’s 1st Mariner Bank, owner of the Baltimore Blast indoor soccer team

[…]

“I went from being a trucking guy to being a banker overnight,” Hale said. “It was a religious experience.”

One thing led to another during the turbulent banking days of the 1990s, and the Bank of Baltimore eventually melded into today’s Wachovia Bank.

“It was not a happy day,” Hale said of the day when the Bank of Baltimore was sold to the first of a few corporate interests. But part of the deal to sell the bank was that Hale not be prevented from starting another bank, which he did 11 years ago.

“I felt comfortable being chairman of a bank,” Hale said. “And I knew doing a local bank would work.”

Read he rest here: Hale keeps his focus on achieving success

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20061010 The PNC purchase of Mercantile – a Faustian bargain from hell

The PNC purchase of Mercantile – a Faustian bargain from hell

October 9, 2006 by Kevin Dayhoff

Note - - This post is an iteration of my Tentacle column, “A Sale from Hell,” which will come out Wednesday, October 11, 2006. But the Tentacle column will dwell more upon the issues of Maryland businesses having a competitive disadvantage because of the regulatory and anti-business climate fostered by the Maryland General Assembly.

_____

Last Monday, Columbus Day, PNC, a $94.9 billion bank based in Pittsburgh, PA announced that an agreement had been reached to purchase Maryland’s largest independent bank, Mercantile Bankshares Corporation, in a $6 billion deal..

Although the “experts” have been predicting that the venerable and staid Maryland institution, with Baltimore roots that go back to 1864, was sure to be bought up by a larger bank at some point, most average Marylanders greeted the announcement with a big “Say it ain’t so.”

My shriveled but nevertheless functional sense of decency required that the purchase of Mercantile not be described more colorfully.

Moving on.

Why is it that in recent years, as each and every acquisition announcement is made, it is the Maryland business that is being purchased by an out-of-state entity?

What is it about doing business in Maryland that puts Maryland-based businesses at a competitive disadvantage?

Often it is a blue-chip local business, such as Baltimore Gas and Electric or MBNA that we are losing in the purchase. Is this proof-positive of Maryland’s reputation for a being a “business, regulatory and tax hell.” All of which can be laid at the feet of a liberal anti-business Democrat dominated Maryland General Assembly.

Remember USF&G, once considered the “Cadillac of the insurance industry?” It was purchased by The St. Paul Companies in 1997. The 2000 annual report of St. Paul boasts that it trimmed “about $260 million of expenses, reflecting the realization of merger-related efficiencies.” In plain-speak that means the Maryland economy lost $260 million in economy in the loss of jobs and economic base.

The PNC press release states, “The transaction is expected to result in the reduction of more than $100 million of operating expenses through the elimination of operational and administrative redundancies.”

That is Orwellian double-talk which means that $100 million in jobs and economic base will disappear from Maryland when the PNS-Mercantile merger is completed.

Of course, the larger picture is what is it about doing business in Maryland that puts Maryland-based businesses at a competitive disadvantage? We have some of the brightest minds, a well educated labor pool and hard-working workers.

And where is the discussion about supporting existing Maryland businesses in this mud-slinging orgy of a gubernatorial contest – where inside baseball and trivialities trumping substance is the rule of the day?

Maryland’s number one industry is agriculture and it is treated like a red-haired step-child; for the most part malignantly ignored unless it can be trotted out as the whipping-boy for an environmental issue de jour.

Published accounts have been quick to cheerily but mindlessly mime verbatim the PNC press release that based “on PNC's closing NYSE stock price of $73.60 on October 6, 2006, the transaction values each share of Mercantile's common stock at $47.24.” And that this is almost 30 percent higher than last week’s close.

To further sweeten the pot, the transaction will give Mercantile shareholders “0.4184 shares of PNC common stock and $16.45 in cash for each share of Mercantile.” Local publications have been effusive that Mercantile shareholders (like me) have reaped a wonderful bargain in the proposed sale.

I’d rather have a locally-owned community oriented bank than a one-time gain.

I’m very happy with the stock and anyone who isn’t should sell it and buy something with which they can be more happier.

As an article in Forbes pointed out, this deal “should make PNC a top-10 U.S. bank holding company in terms of market capitalization and the 11^th biggest U.S. bank in terms of deposits;” whatever that means – as if that should make us all feel better.

Monday, of course, was Columbus Day, a holiday observed by the local banking industry. Published accounts report that the employees were e-mailed about the transaction, which is sure to mean the loss of many jobs in the Baltimore region.

It was unclear where Mercantile’s 3600 employees received the holiday e-mails and chances are that many learned of the sale from an early morning article posted on the Baltimore Sun’s web site. Bad news travels fast.

Apparently Wall Street didn’t think too much of the acquisition either. Usually the acquiring entity’s stock falters a bit at such an announcement but PNC’s stock dived close to 4.4% after the announcement.

No mention has been made so far as to what business model will be employed by PNC, so it is unclear as to how many of Mercantile’s 3600 employees lose their jobs.

One thing for sure, forget about local community oriented decision making. A $92 billion bank that will end-up the 11^th largest in the nation isn’t going to achieve operating efficiency or capital efficacy by allowing Mercantile’s 11 bank subsidiaries and 240 branches to be independent, locally adaptive and innovative.

Perhaps the silver lining will be the increased business for banks such as Provident, First Mariner or Frederick County Bank. In 2001 when BB&T purchased FCNB, thirty-two employees, of the many who lost their jobs, found employment with the then, newly formed Frederick County Bank and more often than not, they took many of their customers with them.

Deposits increased as many customers wanted to continue a personal and private relationship with a local banker that made local community-based decisions.

After-all, if you’re going to have to change all your bank accounts over to new numbers and adhere to new procedures, you may as well change banks and stay local.

That is, unless you like calling your old bank branch with a little question and being diverted to a call center many states away where they don’t even know where Frederick is, much less care who you are.

There are many PNC business models we hope to not see. Which leads us to the next $6 billion dollar question; as a Mercantile shareholder who takes great pride in Mercantile’s sterling reputation for integrity and excellent management - - why PNC?

Starting slowly - - last July 19, PNC “announced financial results for its second quarter, reporting that profit rose 35% helped by a big improvement in fee-related revenue.”

“Fee-related income” is a bank euphemism for service charges. In other words, PNC was making more money because it has increased its customer service charges.

And many a Baltimore Oriole fan will find it just special that part of those service charges paid to PNC will go to support PNC Park, the corporate-branded home of the Pittsburgh Pirates baseball team. Now there’s a spitball for ya’.

Another business practice we could do without was reported in the Pittsburgh Post-Gazette on Sept. 27: “The U.S. Equal Employment Opportunity Commission is alleging that PNC Financial Services Group -- cited this week as one of the nation's top 100 places to work by Working Mother Magazine -- refused employment to a job applicant because she was pregnant.”

Or how about the July 15 Pittsburgh Tribune-Review article that reported “A federal judge in Pittsburgh approved the $36.6 million balance of a $193 million settlement of a shareholder class-action lawsuit against PNC Financial Services Group over its corporate-loan accounting scandal in 2001.”

On July 17, the Cincinnati Post wrote, “The suit stemmed from PNC's efforts to unload $762 million in bad corporate loans five years ago. PNC sold those loans to three partnerships it created with insurance giant American International Group Inc., in effect removing them from its balance sheet.”

It gets worse; the paper elaborated, “PNC has contributed $90 million to the settlement fund. Most of the rest came from AIG, which paid $44 million, and other insurance companies.”

And finally, “PNC paid $25 million to the U.S. Justice Department to settle charges of conspiracy to commit securities fraud filed in June 2003, and several key executives left the bank.”

Last spring published accounts reported that PNC had to reissue hundreds of debit cards after personal account information was found to have been compromised.

Just days before the announced merger, published accounts report that PNC “says it will sell $2 billion in mortgages and will take a $50 million charge in the third quarter.” The Boston Globe said, “The loss represents the decline in the value of the loans, which is largely due to increased interest rates.”

Think carefully; when was the last time you read something like any of the above about Mercantile?

The bargain that Mercantile customers, shareholders and Marylanders are getting in this deal is a Faustian bargain from hell. If Mercantile had to sell us out, they sure could’ve done better than PNC.

Kevin Dayhoff writes from Westminster Maryland USA. E-mail him at: kdayhoff@carr.org http://www.thetentacle.com/ Westminster Eagle Opinion and Winchester Report http://www.thewestminstereagle.com/ www.kevindayhoff.com has moved to http://kevindayhoff.blogspot.com/

20061009 The PNC Financial Services Group to Acquire Mercantile

The PNC Financial Services Group to Acquire Mercantile

Monday, October 9, 2006

Pasted below is the press release posted on PNC's web site early this morning. Read it carefully. I think that it was written by George Orwell.

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Merger will speed expansion in Mid-Atlantic region Adding highly profitable commercial banking and wealth management franchise
PITTSBURGH and BALTIMORE, Oct. 9 /PRNewswire-FirstCall/ -- The PNCFinancial Services Group, Inc. (NYSE: PNC) and Mercantile BanksharesCorporation (Nasdaq: MRBK), today announced that they have signed adefinitive agreement for PNC to acquire Mercantile for $47.24 per share, orapproximately $6.0 billion in stock and cash.

Mercantile is a $17 billion asset banking company that provides bankingand investment and wealth management services through 240 offices inMaryland, Virginia, the District of Columbia, Delaware and SoutheasternPennsylvania. The transaction enables PNC to significantly expand itspresence in the Mid- Atlantic region, particularly the attractive Baltimoreand Washington, D.C. markets.

"Mercantile is a storied franchise and a perfect fit for PNC," saidJames E. Rohr, chairman and chief executive officer of The PNC FinancialServices Group. "Its location, wealth management business andrelationship-based banking model will add to PNC's strengths and ability togrow profits."

"This transaction is about the growth of two companies that fittogether exceptionally well. Our strong performance over the last severalyears has resulted in an attractive premium for our shareholders," saidMercantile Chairman, President and Chief Executive Officer Edward J. (Ned)Kelly III. "The combined company will have greater scale and scope toinvest in the future and create even more opportunities for our employeesand the communities we serve."

PNC Bank Executive Vice President Joseph Rockey and Mercantile ChiefAdministrative Officer and Deputy General Counsel Michael Paese areexpected to oversee the integration process. Rockey had day-to-dayresponsibility for PNC's successful 2005 integration of Riggs NationalCorporation and 2004 integration of United National Bancorp. Paese executedall of Mercantile's acquisitions since 2003, including the purchases of F&MBancorp, Community Bank of Northern Virginia and James Monroe Bancorp, Inc.

PNC anticipates that the transaction will be accretive to earnings pershare in 2008, and that it has an estimated internal rate of return ofapproximately 15 percent.

The acquisition of Mercantile is expected to make PNC a top-10 U.S.bank holding company by market capitalization and the 11th largest U.S.bank by deposits.

Under terms of the merger agreement, which has been approved by theBoards of Directors of both companies, Mercantile will merge into PNC.After closing, PNC intends to merge Mercantile's banking affiliates intoPNC Bank. Based on PNC's closing NYSE stock price of $73.60 on October 6,2006, the transaction values each share of Mercantile's common stock at$47.24. The aggregate consideration is composed of a fixed number ofapproximately 52.5 million shares of PNC common stock and $2.13 billion incash. Mercantile shareholders will be entitled to 0.4184 shares of PNCcommon stock and $16.45 in cash for each share of Mercantile.

Two Mercantile directors will join the board of the combined company.

Kelly will be appointed a PNC vice chairman upon close of the transaction.The transaction is expected to close during the first quarter of 2007.

The merger is subject to customary closing conditions, including regulatoryapproval and the approval of Mercantile's shareholders. After closing,Mercantile affiliate offices will assume the PNC Bank name.

The transaction is expected to result in the reduction of more than$100 million of operating expenses through the elimination of operationaland administrative redundancies.

PNC will donate $25 million to a charitable foundation dedicated toaddressing the needs of the greater Baltimore area. This first stepunderscores PNC's commitment to strong and active involvement inMercantile's community.

Citigroup Corporate and Investment Banking and Goldman Sachs acted asfinancial advisers to PNC, and Wachtell, Lipton, Rosen & Katz acted as itslegal adviser. Sandler O'Neill + Partners, L.P. acted as financial adviserto Mercantile and Davis Polk & Wardwell and Venable, LLP acted as its legaladvisers.

CONFERENCE CALL AND SUPPLEMENTARY INFORMATION

Rohr, Kelly and PNC Chief Financial Officer Richard J. Johnson willhold a conference call for investors at 9 a.m. Eastern Time today regardingthe announcement of the acquisition. Live webcast and telephone conferenceoptions are available.

Internet access to the webcast, which includes audio(listen- only) and presentation slides, will be available on PNC's Web siteat http://www.pnc.com/ under "About PNC - Investor Relations." Access to theconference call by telephone will be available by calling 800-990-2718(domestic) and 706-643-0187 (international). Investors should call 5-10minutes before the start of the call.

Presentation slides and appendix,which includes significant financial information that will be discussed onthe conference call, will be available on PNC's Web site under "About PNC -Investor Relations" prior to the beginning of the conference call. A replayof the webcast will be available on PNC's Web site for thirty days, and ataped replay of the audio portion of the conference call will be availablefor one week at 800-642-1687 (domestic) and 706-645-9291 (international),conference ID 8500781.

The conference call may include a discussion of non-GAAP financialmeasures, which, to the extent not so qualified during the conference call,is qualified by GAAP reconciliation information that will be made availableon PNC's Web site under "About PNC - Investor Relations." The conferencecall may include forward-looking information, which along with thepresentation slides and this news release, is subject to the cautionarystatements that follow.

Mercantile Bankshares Corporation (http://www.mercantile.com), with more than $17 billion in assets, is a regional multi-bank holding company with headquarters in Baltimore. Its member banks serve communities in Maryland, Washington, D.C., Northern Virginia, the Delmarva Peninsula and southernPennsylvania from a network of 240 branch offices and 250 ATMs. The Investment & Wealth Management division has assets under administration in excess of $47 billion, with management responsibility for more than $20 billion of these assets.

The PNC Financial Services Group, Inc. (http://www.pnc.com) is one of thenation's largest diversified financial services organizations providingretail and business banking; specialized services for corporations andgovernment entities, including corporate banking, real estate finance andasset-based lending; wealth management; asset management and global fundservices.

Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements regarding ouroutlook or expectations with respect to the planned acquisition ofMercantile, the expected costs to be incurred in connection with theacquisition, Mercantile's future performance and consequences of itsintegration into PNC, and the impact of the transaction on PNC's futureperformance.

Forward-looking statements are subject to numerous assumptions, risksand uncertainties, which change over time. The forward-looking statementsin this press release speak only as of the date of the press release, andeach of PNC and Mercantile assumes no duty, and does not undertake, toupdate them. Actual results or future events could differ, possiblymaterially, from those that we anticipated in these forward-lookingstatements.

These forward-looking statements are subject to the principal

risks anduncertainties applicable to the respective businesses of PNC and Mercantilegenerally that are disclosed in the 2005 Form 10-K and in current year Form10-Qs and 8-Ks of PNC and Mercantile (accessible on the SEC's website athttp://www.sec.gov/ and on PNC's website at http://www.pnc.com/ and on Mercantile's website at http://www.mercantile.com/ respectively). In addition, forward-looking statements in this press release are subject to the following risks and uncertainties related both to the acquisition transaction itself and to the integration of the acquired business into PNC after closing:

Completion of the transaction is dependent on, among other things,receipt of regulatory and shareholder approvals, the timing of which cannotbe predicted with precision at this point and which may not be received atall. The impact of the completion of the transaction on PNC's financialstatements will be affected by the timing of the transaction.

The transaction may be substantially more expensive to complete(including the integration of Mercantile's businesses) and the anticipatedbenefits, including anticipated cost savings and strategic gains, may besignificantly harder or take longer to achieve than expected or may not beachieved in their entirety as a result of unexpected factors or events.

The integration of Mercantile's business and operations into PNC, whichwill include conversion of Mercantile's different systems and procedures,may take longer than anticipated or be more costly than anticipated or haveunanticipated adverse results relating to Mercantile's or PNC's existingbusinesses.

The anticipated benefits to PNC are dependent in part on Mercantile'sbusiness performance in the future, and there can be no assurance as toactual future results, which could be impacted by various factors,including the risks and uncertainties generally related to PNC's andMercantile's performance or due to factors related to the acquisition ofMercantile and the process of integrating it into PNC.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION

The PNC Financial Services Group, Inc. and Mercantile BanksharesCorporation will be filing a proxy statement/prospectus and other relevantdocuments concerning the merger with the United States Securities andExchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors will be able to obtain these documents free of charge at theSEC's web site (http://www.sec.gov). In addition, documents filed with the SEC by The PNC Financial Services Group, Inc. will be available free of charge from Shareholder Relations at (800) 843-2206. Documents filed with the SEC by Mercantile Bankshares will be available free of charge from MercantileBankshares Corporation, 2 Hopkins Plaza P.O. Box 1477, Baltimore, Maryland21203, Attention: Investor Relations.

The directors, executive officers, and certain other members ofmanagement and employees of Mercantile Bankshares are participants in thesolicitation of proxies in favor of the merger from the shareholders ofMercantile Bankshares. Information about the directors and executiveofficers of Mercantile Bankshares is set forth in the proxy statement forits 2006 annual meeting of stockholders, which was filed with the SEC onMarch 29, 2006. Additional information regarding the interests of suchparticipants will be included in the proxy statement/prospectus and theother relevant documents filed with the SEC when they become available.

SOURCE PNC Financial Services Group, Inc.

19990130 Carroll County Bank and Trust Company web site introduction

Carroll County Bank and Trust Company web site introduction

http://www.carrollcountybank.com/ccbt.htm

Carroll County Bank and Trust Company

Our Name Says It All

January 30^th, 1999

Carroll County Bank and Trust Company has a heritage of serving Carroll Countians with quality financial products for over 145 years.

We are locally owned and operated, so unlike large banks, our interests are always close to home. Our commitment to the communities in which we live and work extends from our support of athletic, cultural and educational organizations right down to our name.

We are continually striving to exceed our customers' expectations for personal service, leading-edge technologies and excellent products.

Carroll County Bank and Trust Company is a primary bank of Mason Dixon Bancshares, Inc., a publicly traded financial services company listed on the NASDAQ national market index as MSDX. Click here for a current stock quote for MSDX.