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                                                                    Exhibit 10.1

                                 PNC BANK CORP.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                              AMENDED AND RESTATED
                        (EFFECTIVE AS OF JANUARY 1, 1999)

         WHEREAS, PNC Bank Corp. (the "Corporation") previously adopted and
presently maintains the PNC Bank Corp. Supplemental Executive Retirement Income
and Disability Plan (the "Plan") originally effective as of September 1, 1985;

         WHEREAS, the Corporation desires to amend and restate the Plan in its
entirety, effective January 1, 1999, in order to reflect the conversion of the
plan for certain participants to a cash balance design with transition benefits,
incorporate all prior amendments into the Plan document and make such other
changes as deemed necessary or appropriate; and

         WHEREAS, section 7 of the Plan authorizes the Corporation to amend the
Plan at any time.

         NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby
amended and restated in its entirety to read as follows:

                                   SECTION 1

                                  DEFINITIONS

1.1      "Account" means the bookkeeping record described in section 4 used
         solely to communicate a Participant's Accrued Benefit expressed as a
         single dollar amount.

1.2      "Accrued Benefit" means the Participant's Account balance converted to
         a single-life annuity in the same manner as under the Pension Plan.

1.3      "Annual Base Salary" means the annual pay rate as of the last payday in
         each January preceding the Participant's Vested Termination of
         Employment.

                  Notwithstanding the foregoing, after a Change in Control, in
         no event shall a Participant's Annual Base Salary be less than his
         annual pay rate as of the last payday of the January preceding the date
         of the Change in Control.

1.4      "Applicable Interest Rate" has the meaning assigned such term in the
         Pension Plan.


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1.5      "Average Bonus" means the average of the five highest bonuses whether
         or not deferred of the ten final consecutive years of a Participant's
         employment awarded to a Participant under the Executive Bonus Plan for
         services performed by the Participant during the prior year.

1.6      "Average Final Compensation" means the Participant's average
         Compensation (defined in section 1.14(a) of the Plan) for the five
         highest of the ten final consecutive years of a Participant's
         employment, including the year of the Participant's death or Vested
         Termination of Employment.

1.7      "Beneficiary" or "Beneficiaries" means the individual or individuals
         designated by the Participant to receive the balance of the
         Participant's account upon the Participant's death, in accordance with
         section 7 of the Plan.

1.8      "Board" means the Board of Directors of the Corporation.

1.9      "Cause" means:

         (a)      the willful and continued failure of a Participant to
                  substantially perform the Participant's duties with the
                  Employer (other than any such failure resulting from
                  incapacity due to physical or mental illness), after a written
                  demand for substantial performance is delivered to the
                  Participant by the Board or the Board of Directors of the
                  Employer, the Chief Executive Officer of the Corporation or
                  the Employer, or the Participant's superior, which
                  specifically identifies the manner in which the Board or the
                  Board of Directors of the Employer, Chief Executive Officer of
                  the Corporation or the Employer, or superior believes that the
                  Participant has not substantially performed the Participant's
                  duties; or

         (b)      the willful engaging by the Participant in illegal conduct or
                  gross misconduct that is materially and demonstrably injurious
                  to the Employer.

         For purposes of the preceding clauses (a) and (b), no act or failure to
         act, on the part of a Participant, shall be considered "willful" unless
         it is done, or omitted to be done, by the Participant in bad faith and
         without reasonable belief that the Participant's action or omission was
         in the best interests of the Employer. Any act, or failure to act,
         based upon the instructions or prior approval of the Board or the Board
         of Directors of the Employer, Chief Executive Officer of the
         Corporation or the Employer or the Participant's superior, or based
         upon the advice of counsel for the Corporation or the Employer, shall
         be conclusively presumed to be done, or omitted to be done, by the
         Participant in good faith and in the best interests of the Corporation
         or the Employer. The cessation of employment of the Participant shall
         not be deemed to be for Cause unless and until there shall have been
         delivered to the Participant a copy of a resolution duly adopted by the
         affirmative vote of not less than a majority of the entire membership
         of the Board or the Committee at a Board or Committee meeting called
         and held for the purpose of considering such termination finding that,
         in the good faith opinion of the Board or Committee, the Participant is
         guilty of the conduct described in clause (a) or (b) above,


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         and specifying the particulars thereof in detail. Such resolution shall
         be adopted only after reasonable notice of such meeting is provided to
         the Participant and the Participant is given an opportunity, together
         with counsel, to be heard before the Board or the Committee.

1.10     "Change in Control" means a change of control of the Corporation of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A (or in response to any similar item
         on any similar schedule or form) promulgated under the Securities
         Exchange Act of 1934 (the "Exchange Act"), whether or not the
         Corporation is then subject to such reporting requirement; provided,
         however, that without limitation, a Change in Control shall be deemed
         to have occurred if:

         (a)      any person, excluding employee benefit plans of the
                  Corporation, is or becomes the "beneficial owner" (as defined
                  in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
                  indirectly, of securities of the Corporation representing 20%
                  or more of the combined voting power of the Corporation's then
                  outstanding securities, provided, however, that such an
                  acquisition of beneficial ownership representing between 20%
                  and 40%, inclusive, of such voting power shall not be
                  considered a Change in Control if the Board approves such
                  acquisition either prior to or immediately after its
                  occurrence;

         (b)      the Corporation consummates a merger, consolidation, share
                  exchange, division or other reorganization or transaction of
                  the Corporation (a "Fundamental Transaction") with any other
                  corporation, other than a Fundamental Transaction that results
                  in the voting securities of the Corporation outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) at least 60% of the
                  combined voting power immediately after such Fundamental
                  Transaction of (i) the Corporation's outstanding securities,
                  (ii) the surviving entity's outstanding securities or (iii) in
                  the case of a division, the outstanding securities of each
                  entity resulting from the division;

         (c)      the shareholders of the Corporation approve a plan of complete
                  liquidation or winding-up of the Corporation or an agreement
                  for the sale or disposition (in one transaction or a series of
                  transactions) of all or substantially all of the Corporation's
                  assets;

         (d)      as a result of a proxy contest, individuals who prior to the
                  conclusion thereof constituted the Board (including for this
                  purpose any new director whose election or nomination for
                  election by the Corporation's shareholders in connection with
                  such proxy contest was approved by a vote of at least
                  two-thirds of the directors then still in office who were
                  directors prior to such proxy contest) cease to constitute at
                  least a majority of the Board (excluding any Board seat that
                  is vacant or otherwise unoccupied);



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         (e)      during any period of 24 consecutive months, individuals who at
                  the beginning of such period constituted the Board (including
                  for this purpose any new director whose election or nomination
                  for election by the Corporation's shareholders was approved by
                  a vote of at least two-thirds of the directors then still in
                  office who were directors at the beginning of such period)
                  cease for any reason to constitute at least a majority of the
                  Board (excluding any Board seat that is vacant or otherwise
                  unoccupied); or

         (f)      the Board determines that a Change in Control has occurred.

         "Person" has the meaning given in section 3(a)(9) of the Exchange Act
         and also includes any syndicate or group deemed to be a "person" under
         section 13(d)(3) of the Exchange Act.

         Notwithstanding anything to the contrary herein, a divestiture or
         spin-off of a Subsidiary or division of the Corporation shall not by
         itself constitute a "Change in Control."

1.11     "Code" means the Internal Revenue Code of 1986, as amended.

1.12     "Committee" means the Personnel and Compensation Committee of the
         Board.

1.13     "Compensation" means:

         (a)      For purposes of section 3 of the Plan, the Annual Base Salary
                  established by the Employer for services rendered by a
                  Participant for a particular year, plus the amount of cash, if
                  any, whether deferred or not, awarded to a Participant under
                  any Executive Bonus Plan paid during that same year; provided,
                  however, that, subject to exceptions approved by the
                  Committee, the amount of cash awarded to a Participant under
                  any Executive Bonus Plan shall be the lower of the amount
                  awarded under such Executive Bonus Plan or the amount that
                  such Participant would have been awarded under such Executive
                  Bonus Plan had the Participant's annual bonus been awarded
                  pursuant to the same grade or level that is used in
                  calculating the Participant's recommended stock option grant
                  under the PNC Bank Corp. 1992 Long-Term Incentive Award Plan.

         (b)      For purposes of section 4 of the Plan, the amount of cash,
                  whether deferred or not, awarded to a Participant under any
                  Executive Bonus Plan paid during a particular year; provided,
                  however, that for a Participant who is not a member of the
                  Corporate Executive Group, Compensation under the Plan may not
                  exceed $250,000 per year.

         (c)      Participants who have incurred a Total Disability shall be
                  treated as though they have continued in employment throughout
                  the continuance of such Total Disability with Compensation
                  equal to (i) for purposes of section 3 of the Plan, the annual
                  pay rate in effect at the onset of such Total Disability plus
                  the bonus award described in section 1.13(a) that was earned
                  in the year prior to the Total


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                  Disability, or (ii) for purposes of section 4 of the Plan,
                  Compensation as defined in section 1.13(b) for the last full
                  calendar year of Compensation, Compensation used for all of
                  the Participant's previous Earnings Credits annualized to be
                  reflective of one full year.

1.14     "Corporate Executive Group" means the group designated as such by the
         Corporation.

1.15     "Corporation" means PNC Bank Corp. and any successors thereto.

1.16     "Credited Service" has the meaning assigned such term in the Pension
         Plan from time to time that results in the largest period of credited
         service for the applicable participant.

1.17     "Deferral Election" means a Participant's irrevocable election to defer
         the commencement of the payments of his or her benefits under the Plan
         by timely delivery to the Plan Manager of a Deferral Election Form.

1.18     "Deferral Election Form" means the document, in a form approved by the
         Plan Manager, whereby the Participant elects to defer the commencement
         of the payment of his or her benefits under the Plan.

1.19     "Deferred Benefits" means the participant's benefits under the Plan the
         payment of which have been deferred pursuant to a Deferral Election.

1.20     "Earnings Credits" means the credits allocated pursuant to section 4.2
         of the Plan to the Account of a Participant who is not a Grandfathered
         Participant.

1.21     "Employer" means the Corporation and any Subsidiary that has been
         designated by the Plan Manager as an Employer hereunder and listed in
         Schedule A hereto.

1.22     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

1.23     "Executive Bonus Plan" means the plans designated by the Committee as
         participating hereunder and listed in Schedule B hereto.

1.24     "Good Reason" means:

         (a)      the assignment to a Participant of any duties inconsistent in
                  any respect with the Participant's position (including status,
                  offices, titles and reporting requirements), authority, duties
                  or responsibilities immediately prior to the Change in
                  Control, or any other action by the Employer which results in
                  a diminution in any respect in such position, authority,
                  duties or responsibilities, excluding for this purpose an
                  isolated, insubstantial and inadvertent action not taken in
                  bad faith that is remedied by the Employer promptly after
                  receipt of notice thereof given by the Participant;


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         (b)      a reduction by the Employer in the Participant's Annual Base
                  Salary in effect on the day prior to the date of a Change in
                  Control;

         (c)      the Employer's requiring the Participant to be based at any
                  office or location that is more than 50 miles from the
                  Participant's office or location immediately prior to the
                  Change in Control;

         (d)      the failure by the Employer (i) to continue in effect any
                  bonus, stock option or other cash or equity-based incentive
                  plan in which the Participant participates immediately prior
                  to the Change in Control that is material to the Participant's
                  total compensation, unless a substantially equivalent
                  arrangement (embodied in an ongoing substitute or alternative
                  plan) has been made with respect to such plan, or (ii) to
                  continue the Participant's participation in such plan (or in
                  such substitute or alternative plan) on a basis at least as
                  favorable, both in terms of the amount of benefits provided
                  and the level of the Participant's participation relative to
                  other participants, as existed immediately prior to the Change
                  in Control; or

         (e)      the failure by the Employer to continue to provide the
                  Participant with benefits substantially similar to those
                  received by the Participant under any of the Employer's
                  pension (including, but not limited to, tax-qualified plans),
                  life insurance, health, accident, disability or other welfare
                  plans in which the Participant was participating, at costs
                  substantially similar to those paid by the Participant,
                  immediately prior to the Change in Control.

1.25     "Grandfathered Participant" means a Participant who on December 31,
         1998 (i) was employed by the Employer, (ii) participated in the Plan
         and (iii) had completed at least five years of Credited Service and
         attained age 50.

1.26     "Initial SEG 06 Participant" means a Participant who as of December 31,
         1998 was a member of the Senior Executive Group level 06 or higher and
         is not a member of the group described in section 1.25.

1.27     "Hardship" means severe financial hardship to the Participant resulting
         from a sudden and unexpected illness of the Participant or one of the
         Participant's dependents (within the meaning of section 152(a) of the
         Code), or an accident involving the Participant or a Participant's
         dependent, loss of a Participant's property due to casualty, or other
         similar extraordinary and unforeseeable circumstances arising as a
         result of events beyond the control of the Participant. The
         circumstances that will constitute Hardship shall depend upon the facts
         of each case, but, in any case, Hardship will not exist to the extent
         that such hardship is or may be relieved;

         (a)      through reimbursement or compensation by insurance or
                  otherwise;

         (b)      by liquidation of the Participant's assets, to the extent the
                  liquidation of such assets would not itself cause severe
                  financial hardship; or


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         (c)      by cessation of deferrals under this Plan or other plans
                  maintained by the Employer.

         The Plan Manager shall have the sole and absolute discretion to
         determine whether a Hardship exists.

1.28     "Interest Credits" means the credits allocated pursuant to section 4.4
         of the Plan to the Account of a Participant who is not a Grandfathered
         Participant.

1.29     "Minimum Benefit" means the minimum benefit calculated under section
         4.7 for a Participant who is not a Grandfathered Participant.

1.30     "Participant" means all persons who participated in the Plan on
         December 31, 1998 and all other persons who are invited thereafter by
         the Corporation to participate in the Plan.

1.31     "Pension Plan" means the PNC Bank Corp. Pension Plan as in effect on
         January 1, 1999 and as amended from time to time thereafter.

1.32     "Plan" means this PNC Bank Corp. Supplemental Executive Retirement Plan
         as amended from time to time.

1.33     "Plan Manager" means any individual designated by the Committee to
         manage the operation of the Plan as herein provided or to whom the
         Committee has duly delegated any of its duties and obligations
         hereunder.

1.34     "Plan Year" means the calendar year beginning January 1.

1.35     "Prior Excess Plan" means the PNC Bank Corp. ERISA Excess Pension Plan
         as in effect on December 31, 1998.

1.36     "Prior Pension Plan" means the PNC Bank Corp. Pension Plan as in effect
         on December 31, 1998.

1.37     "Prior Plan" means the PNC Bank Corp. Supplemental Executive Retirement
         Plan as in effect on December 31, 1998.

1.38     "Subsidiary" means any business entity the equity of which (directly or
         indirectly) is owned 50% or more by the Corporation.

1.39     "Total Disability" has the meaning assigned such term in the Pension
         Plan.

1.40     "Transitional Earnings Credits" means the credits allocated pursuant to
         section 4.3 of the Plan to the Account of a Participant who is not a
         Grandfathered Participant.

1.41     "Trust" means the grantor trust established by the Corporation to
         assist in funding its obligation under the Plan.



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1.42     "Vested Termination of Employment" means a Participant's termination of
         employment with the Employer:

         (a)      for any reason after completing five years of Vesting Service;
                  or

         (b)      by the Participant for Good Reason after a Change in Control
                  or by the Employer without Cause after a Change in Control.

1.43     "Vesting Service" has the meaning assigned such term in the Pension
         Plan.


                                    SECTION 2

                               APPLICATION OF PLAN

This Plan applies only to Participants who are employed on or after January 1,
1999. A Participant under the Prior Plan who was not employed on or after
January 1, 1999 will continue to be covered under the Prior Plan.


                                    SECTION 3

                        RETIREMENT INCOME SUPPLEMENT FOR
                           GRANDFATHERED PARTICIPANTS

3.1      Grandfathered Participants

         Upon Vested Termination of Employment, a Grandfathered Participant
         shall receive an annual cash payment equal to the greater of:

         (a)      10% plus 1% for each year of Credited Service (including
                  fractions thereof) in excess of ten but less than 25 years
                  times the Participant's Annual Base Salary at the time of
                  Vested Termination of Employment; or

         (b)      the annual amount of retirement benefit the Participant would
                  have received as a single life annuity under the Prior Pension
                  Plan if the Prior Pension Plan had been continued and the
                  definition of "Compensation" and "Average Final Compensation"
                  in the Prior Pension Plan were as recited in 1.13(a) and 1.6
                  above, respectively (assuming that the Participant elected a
                  single life annuity under the Prior Pension Plan and commenced
                  receiving benefits at age 62).


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         The amount determined under section 3.1(b) above will be reduced by the
         annual amount of any benefit the Participant would have been entitled
         to receive under the Prior Pension Plan and the Prior Excess Plan,
         assuming the Participant commenced receiving benefit payments in the
         form of a single life annuity under such plans at age 62.

         Unless otherwise elected, the annual amount payable pursuant to section
         3.1(a) or 3.1(b) and the preceding sentence shall be paid in monthly
         installments, commencing on the first day of the month coincident with
         or next following the Vested Termination of Employment of the
         Participant and continuing for fifteen years. Any benefit payment made
         pursuant to section 3.1(a) or 3.1(b) that commences prior to a
         Participant's attainment of age 62 shall be actuarially reduced in
         accordance with reduction factors used in the Prior Pension Plan. A
         Participant may elect, in accordance with appropriate administrative
         procedures, to receive, in lieu of the monthly retirement benefit to
         which he is entitled hereunder, a lump-sum cash payment equal to the
         present value of such monthly benefit, calculated using the interest
         rate used under the Prior Pension Plan as of the date the payment is to
         be made.

         A Participant also may elect, pursuant to section 9 of the Plan, to
         defer the commencement of the payment of his or her benefits.

3.2      Death Benefit

         Upon the death of a Grandfathered Participant prior to Vested
         Termination of Employment, his or her Beneficiary shall receive an
         annual cash payment equal to the greater of:

         (a)      10% plus 1% for each year of Credited Service (including
                  fractions thereof) between ten and 25 years times the
                  Participant's Annual Base Salary at the time of death; or

         (b)      the annual amount of retirement benefit the Participant would
                  have received as a single life annuity under the Prior Pension
                  Plan if the Prior Pension Plan had been continued and if the
                  definition of "Compensation" and "Average Final Compensation"
                  in the Prior Pension Plan were as recited in 1.13(a) and 1.6
                  above, respectively.

         The amount determined under section 3.2(b) above will be reduced by the
         annual amount of any benefit the Participant would be entitled to
         receive under the Prior Pension Plan and the Prior Excess Plan.

         The benefit shall be distributed to the Participant's Beneficiary or
         Beneficiaries at the time and pursuant to the method elected by the
         Participant. Upon application of the Participant's Beneficiary, the
         Plan Manager may, in his or her sole and absolute discretion, direct
         that the benefit be paid in a single lump sum.


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                                    SECTION 4

                  RETIREMENT INCOME SUPPLEMENT FOR PARTICIPANTS
                     WHO ARE NOT GRANDFATHERED PARTICIPANTS

4.1      Accounts

         An Account shall be established and maintained for each Participant who
         is not a Grandfathered Participant to which credits shall be allocated
         pursuant to the provisions of this section 4. A Participant's opening
         Account balance shall be determined in the same manner as under the
         Pension Plan based on the Participant's benefit accrued under the Prior
         Plan as of December 31, 1998.

4.2      Earnings Credits

         As of each pay period, there shall be credited to the Account of each
         such active Participant who is not an Initial SEG 06 Participant and
         who has earned Compensation during such pay period an amount determined
         as follows:


                     Age Plus Years             Percentage of Compensation
                  of Credited Service       Credited to Participant's Account
                  -------------------       ---------------------------------

                  Less than 40                              3%
                  Between 40 and 49                         4%
                  Between 50 and 59                         5%
                  Between 60 and 69                         6%
                  70 or more                                8%

         As of each pay period, there shall be credited to the Account of each
         such active Participant who is an Initial SEG 06 Participant and who
         has earned Compensation during such pay period an amount determined as
         follows:

                     Age Plus Years             Percentage of Compensation
                  of Credited Service       Credited to Participant's Account
                  -------------------       ---------------------------------

                  Less than 40                              6%
                  Between 40 and 49                         8%
                  Between 50 and 59                        10%
                  Between 60 and 69                        12%
                  70 or more                               16%


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         For purposes of the above two charts, age and Credited Service are
         determined as of the last day of the preceding Plan Year. For purposes
         of determining the percentage of Compensation to be credited to a
         Participant's Account, only complete years of Credited Service and age
         shall be used; no partial years of age or Credited Service shall be
         counted.

4.3      Transitional Earnings Credits

         Beginning on January 1, 1999 and ending on December 31, 2008, as of
         each calendar quarter, there shall be allocated Transitional Earnings
         Credits to the Account of each active Participant who has earned
         Compensation during such calendar quarter. These Transitional Earnings
         Credits shall apply to the following Participants and are determined as
         follows:

         (a)      For active Participants who as of January 1, 1999 were age 45
                  or older and had at least fifteen years of Credited Service,
                  an additional allocation of 4% of Compensation shall be made.

         (b)      For active Participants not described in (a) above who as of
                  January 1, 1999 were age 40 or older and had at least ten
                  years of Credited Service, an additional allocation of 2% of
                  Compensation shall be made.

         Only Participants employed by the Employer on January 1, 1999 are
         eligible for Transitional Earnings Credits. The rules applicable to
         Earnings Credits described in section 4.2 also apply to these
         Transitional Earnings Credits.

4.4      Interest Credits

         Each calendar quarter, the determination, calculation and allocation of
         Interest Credits shall occur in the manner described in subsection (b)
         below determined in accordance with subsection (a) below:

         (a)      For each calendar quarter, one-fourth of the Applicable
                  Interest Rate.

         (b)      During each calendar quarter, each Participant's Account shall
                  be adjusted by an amount equal to the interest rate determined
                  in (a) above multiplied by the Account balance as of the end
                  of the immediately preceding calendar quarter.

         (c)      A Participant who elects to defer the commencement of the
                  payment of his or her benefits under section 9 of the Plan,
                  shall continue to receive an allocation of Interest Credits on
                  his or her Deferred Benefits in the manner prescribed above
                  until the first day of the month coincident with or preceding
                  the date the Participant receives a final distribution of his
                  or her Account.


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4.5      Payment of Benefits

         Upon Vested Termination of Employment, a Participant covered under this
         section 4 may elect, in accordance with appropriate administrative
         procedures, to receive his or her benefit under this Plan in a form
         available to the Participant under the Pension Plan. The form of
         benefit elected under this Plan may be different from the basis upon
         which a Participant receives his or her benefit under the Pension Plan.
         A Participant also may elect, pursuant to Section 9 of the Plan, to
         defer the commencement of the payment of his or her benefits.

                  The calculation of the amounts of optional forms of benefit
         shall utilize the same adjustment factors as used in the Pension Plan,
         and it is intended that these factors will be monitored and amended as
         necessary to meet the provisions of Treasury Regulation section
         3121(v)(2)-1(C)(2)(iii)(B)(3).

4.6      Death Benefit

         Upon the death of a Participant prior to Vested Termination of
         Employment, but after completing five full years of Vesting Service,
         his or her Beneficiary shall be entitled to a benefit in an amount
         equal to the Participant's Accrued Benefit determined as of the date of
         his death.

         The benefit shall be distributed to the Participant's Beneficiary or
         Beneficiaries at the time and pursuant to the method elected by the
         Participant. Upon application of the Participant's Beneficiary, the
         Plan Manager may, in his or her sole and absolute discretion, direct
         that the benefit be paid in a single lump sum.

4.7      Minimum Benefit

         Upon Vested Termination of Employment, a Participant who is not a
         Grandfathered Participant is entitled to a Minimum Benefit under the
         Plan. The Minimum Benefit is equal to the Participant's benefit under
         the Prior Plan calculated as of December 31, 1998. If the Minimum
         Benefit exceeds the Participant's benefit under section 4, the
         Participant shall receive the Minimum Benefit in lieu of the section 4
         benefit.


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                                    SECTION 5

                                 FROZEN BENEFIT

Any Participant who is or becomes eligible to participate in the PNC Bank Corp.
Retirement Savings Plan or who transfers employment to a Subsidiary that is not
an Employer shall have the value of his or her benefit frozen as of the first
day of the month following the date he or she is eligible to participate in the
PNC Bank Corp. Retirement Savings Plan or transfers employment to a Subsidiary
that is not an Employer, except that interest will continue to be credited under
section 4.4. Such frozen benefit will be payable at the same time and in the
same manner as benefits otherwise payable under the Plan, provided that any
future benefit eligibility requirements are met.


                                    SECTION 6

                 TRANSFER OF EMPLOYMENT TO MINORITY-OWNED ENTITY

If a Participant is transferred from the employment of the Corporation or a
Subsidiary to an entity the equity of which (directly or indirectly) is owned
10% or more (but 50% or less) by the Corporation (a "Minority-Owned Entity"),
the benefits earned while a Participant will be frozen (except that Interest
Credits under section 4.4, if applicable, shall continue) and will be paid in
the event that the Participant subsequently becomes disabled while employed by
the Minority-Owned Entity or retires from the employment of the Minority-Owned
Entity.

                                    SECTION 7

                          DESIGNATION OF BENEFICIARIES

A Participant shall designate a Beneficiary or Beneficiaries to receive the
balance of the Participant's Account upon the Participant's death. Such
designation shall be on a form approved by the Plan Manager and shall not be
effective until it is received by the Plan Manager. If no valid Beneficiary
designation form is on file with the Plan Manager upon the Participant's death,
then the balance of the Participant's Account shall be payable to the
Beneficiary designated by the Participant under the Employer's group life
insurance plan, or, if no such designation exists, to the Participant's estate.


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                                    SECTION 8

                               PAYMENT OF BENEFITS

The benefits payable to a Participant under this Plan shall be made from the
general revenues of the entity that employs the Participant on the date of the
Participant's Vested Termination of Employment.


                                    SECTION 9

                              DEFERRAL OF BENEFITS

9.1      Deferral Election

         A Participant may elect to defer the commencement of the payment of his
         or her benefits under this Plan. A Participant's Deferral Election Form
         must be received by the Plan Manager at least one year prior to the
         Participant's Vested Termination of Employment. The Deferral Election
         Form shall specify the year in which payment shall commence and the
         form of distribution.

9.2      Hardship Distribution

         Upon approval by the Plan Manager, in his or her sole and absolute
         discretion, payment of a Participant's Deferred Benefits under the Plan
         shall be made in the event of a Participant's Hardship. Payment of any
         Hardship distribution shall be made in a single lump sum as soon as
         administratively feasible after approval.


                                   SECTION 10

                             RIGHTS OF PARTICIPANTS

No Participant shall have any rights to any payment under this Plan until Vested
Termination of Employment and in no event shall the interests of Participants
under this Plan be in any way subject to their debts or other obligations and
may not be voluntarily or involuntarily sold, transferred, or assigned.


                                       14
<PAGE>   15



                                   SECTION 11

                                   TRUST FUND

No assets of the Corporation or any Employer shall be segregated or earmarked in
respect to any benefits, and all such benefits shall constitute unsecured
contractual obligations of the Employer. If the Corporation chooses to
contribute to the Trust to offset its obligation under this Plan, all assets or
property held by the Trust shall at all times remain subject to the claims of
the general creditors of the Corporation or any Employer.


                                   SECTION 12

                                CLAIMS PROCEDURE

12.1     Initial Claim

         Claims for benefits under the Plan shall be filed with the Plan
         Manager. If any Participant or Beneficiary claims to be entitled to a
         benefit under the Plan and the Plan Manager determines that such claim
         should be denied in whole or in part, the Plan Manager shall notify
         such person of its decision in writing. Such notification will be
         written in a manner calculated to be understood by such person and will
         contain (i) specific reasons for the denial, (ii) specific reference to
         pertinent Plan provisions, (iii) a description of any additional
         material or information necessary for such person to perfect such claim
         and an explanation of why such material or information is necessary and
         (iv) information as to the steps to be taken if the person wishes to
         submit a request for review. Such notification will be given within 90
         days after the claim is received by the Plan Manager. If such
         notification is not given within such period, the claim will be
         considered denied as of the last day of such period and such person may
         request a review of his or her claim.

12.2     Review Procedure

         Within 60 days after the date on which a Participant or Beneficiary
         receives a written notice of a denied claim (or, if applicable, within
         60 days after the date on which such denial is considered to have
         occurred) such person (or his or her duly authorized representative)
         may (i) file a written request with the Committee for a review of his
         or her denied claim and of pertinent documents and (ii) submit written
         issues and comments to the Committee. The Committee will notify such
         person of its decision in writing. Such notification will be written in
         a manner calculated to be understood by such person and will contain
         specific reasons for the decision as well as specific references to
         pertinent Plan provisions. The decision on review will be made within
         60 days after the request for review is received by the Committee. If
         the decision on review is not made within such period, the claim will
         be considered denied.



                                       15
<PAGE>   16

12.3     Claims and Review Procedure Not Mandatory After a Change in Control

         After the occurrence of a Change in Control, the claims procedure and
         review procedure provided for in this section 12 shall be provided for
         the use and benefit of Participants who may choose to use such
         procedures, but compliance with the provisions of this section 12 shall
         not be mandatory for any Participant claiming benefits after a Change
         in Control. It shall not be necessary for any Participant to exhaust
         these procedures and remedies after a Change in Control prior to
         bringing any legal claim or action, or asserting any other demand, for
         payments or other benefits to which such Employee claims entitlement.


                                   SECTION 13

                                 ADMINISTRATION

This Plan shall be administered by the Committee, and it shall have the sole
authority to resolve any questions which arise hereunder.

This Plan is intended to be "a plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and shall be administered
in a manner consistent with that intent.


                                   SECTION 14

                            AMENDMENT AND TERMINATION

The Plan may be amended or terminated by the Board at any time, and any
Subsidiary of PNC that has adopted the Plan may withdraw from further
participation in the Plan at any time; provided, however, that no such
amendment, termination or withdrawal (each, a "Plan Change") shall reduce or in
any way adversely affect (i) the retirement or disability benefits payable
hereunder with respect to a Participant who is entitled to disability benefits
by reason of having become disabled prior to the date of the Plan Change or who
has terminated employment with the Employer prior to the date of such Plan
Change or (ii) the amount of, or payment of, the Accrued Benefit (as hereinafter
defined) of any other Participant as of the date of such Plan Change.


                                       16
<PAGE>   17



For purposes of this section 14, the term "Accrued Benefit" means, for a
Grandfathered Participant, the benefit that would be payable to the Participant
hereunder assuming that (i) the Participant terminated employment immediately
prior to the Plan Change, and (ii) solely for the purpose of determining the
Participant's eligibility for Vested Termination of Employment under this Plan
and not for purposes of determining the amount of benefit, that the Participant
had completed five years of Vesting Service (to the extent that the Participant
had not yet completed such years of Vesting Service immediately prior to the
Plan Change). The term "Accrued Benefit" means, for a Participant who is not a
Grandfathered Participant, an amount equal to the balance of the Participant's
Account immediately prior to the Plan Change.

After a Change in Control, the Plan may not be amended in any manner that
adversely affects the administration or payment of a Participant's benefits
hereunder (including but not limited to the timing and form or payment of
benefits hereunder) without the consent of the Participant nor may the
provisions of this section 14, section 15 or, for a Participant who is not a
Grandfathered Participant, section 4.4, be amended after a Change in Control
with respect to a Participant without the written consent of the Participant;
provided, however, that the failure of a Participant to consent to any such
amendment shall not impair the ability of the Committee to amend the Plan with
respect to any other Participant who has consented to such amendment.


                                   SECTION 15

                                   SUCCESSORS

In addition to any obligations imposed by law upon any successor(s) to the
Corporation and the Employers, the Corporation and the Employers shall be
obligated to require any successor(s) (whether direct or indirect, by purchase,
merger, consolidation, operation of law or otherwise) to all or substantially
all of the business and/or assets of the Corporation and the Employers to
expressly assume and agree to perform under this Plan in the same manner and to
the same extent that the Corporation and the Employers would be required to
perform under it if no such succession had taken place; in the event of such a
succession, references to "Corporation" and "Employers" herein shall thereafter
be deemed to include such successor(s).


                                   SECTION 16

                                  GOVERNING LAW

The Plan shall be governed according to the laws of the Commonwealth of
Pennsylvania to the extent not preempted by federal law.


                                       17
<PAGE>   18

                                   SECTION 17

                               FUNDING OF BENEFITS

In the sole discretion of the Corporation, the Corporation may establish a
grantor trust and make contributions thereto for the purpose of providing a
source of funds to pay benefits as they become due and payable hereunder;
provided, however, that no such trust shall result in a Participant being
required to include in gross income for federal income tax purposes any benefits
payable hereunder prior to the date of actual payment. Notwithstanding the
establishment of any such trust, a Participant's rights hereunder shall be
solely those of a general unsecured creditor of the Corporation and the
Employers.


                                       18
<PAGE>   19



                                     * * * *




Executed and adopted by the Director of Human Resources of PNC Bank Corp. this
_____ day of ____________________, 1999.





                                                     ---------------------------
                                                     William E. Rosner
                                                     Director of Human Resources


                                       19
<PAGE>   20

SCHEDULE A

                                  SUBSIDIARIES

PNC Bank, N.A.
PNC Capital Markets, Inc.
PNC Bank Corp.
PNC Bank, FSB
PNC Alliance, Inc.
PNC Equity Management Corp.
PNC Management Services Corp.
PNC Leasing Corp.
PNC Brokerage Corp
PNC Bank, Delaware
Delvest, Inc.
BlackRock Institutional Management Corp.
PFPC, Inc.
PFPC Trust Co.
Midland Loan Services, Inc.
Columbia Housing Partners, L.P.
PNC Affordable Housing Inc.
PNC Bank, New England
PNC Mortgage Corp. of America
PNC Mortgage Securities Corp.
PNC Commercial Corp.
PNC Commercial Management, Inc.
Provident Advisers, Inc.
BlackRock Financial Mgmt (Partners)
BlackRock Financial Management, Inc.
CastleInternational Asset Management, Inc.
Provident Capital Management
Compass Capital Group, Inc.
J.J.B. Hilliard, W.L. Lyons, Inc. and Hilliard Lyons Trust Company
         and their affiliates and subsidiaries



<PAGE>   21

                                   SCHEDULE B

                              EXECUTIVE BONUS PLANS

<TABLE>
<CAPTION>
===============================================================================================
 PLAN CODE                 LOB                              PLAN NAME
-----------------------------------------------------------------------------------------------
<S>                  <C>                       <C>
C02                  Secured Lending           PNC Business Credit
-----------------------------------------------------------------------------------------------
C04                  PNC Advisors              IM & T Institutional Trust Sales Team
-----------------------------------------------------------------------------------------------
C10                  Secured Lending           PNC Leasing Corp.
-----------------------------------------------------------------------------------------------
C11                  Corporate Bank            Leveraged Finance Incentive
-----------------------------------------------------------------------------------------------
C13                  Corporate Bank            Capital Markets (Investment Banking)
-----------------------------------------------------------------------------------------------
C14                  Corporate Bank            Client Relationship Team
-----------------------------------------------------------------------------------------------
C16                  Corporate Bank            Treasury Management Incentive
-----------------------------------------------------------------------------------------------
E01                  Secured Lending           Commercial Finance Incentive
-----------------------------------------------------------------------------------------------
F02                  Mutual Fund Servicing     PFPC Accountant Performance Award Program
-----------------------------------------------------------------------------------------------
F06                  Mutual Fund Servicing     PFSG Incentive for Key Management Group
-----------------------------------------------------------------------------------------------
G02                  Secured Lending           Relationship Manager (R/E)
-----------------------------------------------------------------------------------------------
G04                  Secured Lending           CMBS
-----------------------------------------------------------------------------------------------
G08                  Secured Lending           Midland Performance Bonus Plan
-----------------------------------------------------------------------------------------------
H01                  Credit Policy             CRC PNC Capital Recovery Corp.
-----------------------------------------------------------------------------------------------
K01                  Consumer Bank             PNC Insurance Group
-----------------------------------------------------------------------------------------------
M14                  Mortgage                  PNC Mortgage - Sales VP Incentive
-----------------------------------------------------------------------------------------------
M18                  Mortgage                  PNC MCA Mortgage Center/Process Managers
-----------------------------------------------------------------------------------------------
M19                  Mortgage                  PNC MCA Purchase Program Ops. Managers (Lucken)
-----------------------------------------------------------------------------------------------
M23                  Mortgage                  National Accounts - Executive
-----------------------------------------------------------------------------------------------
M25                  Mortgage                  Purchase Program National Sales Mgmt. (Bulletin)
-----------------------------------------------------------------------------------------------
M27                  Mortgage                  Senior VP Regional Manager
-----------------------------------------------------------------------------------------------
M35                  Mortgage                  Senior VP Production Ops. (Meola)
-----------------------------------------------------------------------------------------------
M36                  Mortgage                  Executive VP - Strategic Bus. Devel (96)
-----------------------------------------------------------------------------------------------
M38                  Mortgage                  Structured Finance
-----------------------------------------------------------------------------------------------
M40                  Mortgage                  SVP - Structured Finance
-----------------------------------------------------------------------------------------------
M41                  Mortgage                  SVP - Secondary Marketing
-----------------------------------------------------------------------------------------------
M42                  Mortgage                  SVP - Bonus Plan
-----------------------------------------------------------------------------------------------
Q01                  Equity Management         PNC Equity Management Corp. Incentive
-----------------------------------------------------------------------------------------------
R37                  Consumer Bank             Consumer Lending
-----------------------------------------------------------------------------------------------
T01                  PNC Advisors              Equity Research Team
===============================================================================================
</TABLE>



<PAGE>   22

<TABLE>
<CAPTION>
===============================================================================================
 PLAN CODE                 LOB                              PLAN NAME
-----------------------------------------------------------------------------------------------
<S>                  <C>                       <C>
T02                  BlackRock                 Fixed Income Research Team
-----------------------------------------------------------------------------------------------
T05                  PNC Advisors              Team Performance - AMG
-----------------------------------------------------------------------------------------------
V01                  PNC Advisors              PNC Brokerage Corporate Sales Incentive Plan
-----------------------------------------------------------------------------------------------
V12                  PNC Advisors              Executive Sales Management
-----------------------------------------------------------------------------------------------
V14                  PNC Advisors              Private Bank Managers Incentive
-----------------------------------------------------------------------------------------------
V15                  PNC Advisors              Regional Sales Managers IM & T
===============================================================================================
</TABLE>