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                                                                   Exhibit  10.2

                            ERISA EXCESS PENSION 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 Pension Plan (the "Plan")
originally effective as of December 1, 1984;

         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
PNC Bank Corp. Pension Plan 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 5 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

As used in this Plan, initially capitalized terms that are not otherwise defined
herein shall have the meaning given to them in the PNC Bank Corp. Pension Plan
as amended from time to time. The following words and phrases shall have the
meanings assigned to them herein, unless the context otherwise requires.

1.1      "Account" means the bookkeeping record used under this Plan solely to
         communicate a Participant's or Beneficiary's Accrued Benefit expressed
         as a single dollar amount.

1.2      "Change in Control" has the meaning assigned to such term in the PNC
         Bank Corp. Supplemental Executive Retirement Plan as amended from time
         to time.

1.3      "Committee" means the committee appointed to administer the Pension
         Plan.

1.4      "Deferred Compensation Plan" means the PNC Bank Corp. and Affiliates
         Deferred Compensation Plan as amended from time to time.



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         1.5 "Excess Benefits" means the difference between (A) the amount of an
         Employee's benefit under the Pension Plan computed without taking into
         consideration the limitation on benefits contained in section
         401(a)(17) and section 415 of the Code and, effective January 1, 1999,
         computed as if "Compensation" as defined in the Pension Plan included
         bonus amounts deferred under the Deferred Compensation Plan and (B) the
         amount of an Employee's benefit actually computed under the Pension
         Plan.

         For a Participant who incurred a Total Disability prior to 1999 and
         who, for purposes of the PNC Bank Corp. Supplemental Executive
         Retirement Plan, was a "Participant" (as defined therein) as of
         December 31, 1998, Excess Benefits also shall include the difference
         between (C) the aggregate amount of the Participant's benefit under the
         Pension Plan and this Plan computed using Earnings Credits that reflect
         Compensation that, for any period, is a pro rata portion of annual
         Compensation equal to the sum of (i) the rate of base pay in effect at
         the time of Total Disability and (ii) variable pay (limited as
         described in the definition of Compensation in the Pension Plan) equal
         to the annual bonus amount earned for the calendar year prior to such
         Total Disability and (D) the aggregate amount of the Participant's
         benefit otherwise computed under the Pension Plan and this Plan.

1.6      "Participant" means any Employee who meets the eligibility criteria set
         forth in section 2 of the Plan.

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

1.8      "Plan" means this PNC Bank Corp. ERISA Excess Pension Plan as amended
         from time to time.

1.9      "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.

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


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                                    SECTION 2

                          ELIGIBILITY FOR PARTICIPATION
                         AND CESSATION OF PARTICIPATION

An Employee who participates in the Pension Plan is eligible to participate in
this Plan if the Employee has Excess Benefits. If an Employee ceases to
participate in the Pension Plan, the Employee is no longer eligible to
participate in this Plan. Such Participant's Account shall be frozen as of the
date he or she ceases participation, except that interest will continue to be
credited under section 3 of the Plan. Such frozen benefit will be payable at the
same time and in the same manner as benefits otherwise payable under the Plan.

                                    SECTION 3

                                    BENEFITS

An Account shall be established and maintained for each Participant to which
Excess Benefits shall be allocated. A Participant's Account under this Plan
shall be allocated Earnings Credits, Transitional Earnings Credits and Interest
Credits in the same manner as under the Pension Plan. In addition, a
Participant's opening Account balance shall be determined in the same manner as
under the Pension Plan.

                                    SECTION 4

                                  DISTRIBUTION

The benefits under this Plan are payable in accordance with all the terms and
conditions applicable to the Participant's benefits under the Pension Plan.

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).



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                                    SECTION 5

                                   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 6

                                CLAIMS PROCEDURE

6.1      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.

6.2      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.


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6.3      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 6 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 6 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 7

                                 ADMINISTRATION

The Committee shall administer the Plan. The Committee shall have the same
rights, powers and duties as specified in the Pension Plan.


                                    SECTION 8

                            AMENDMENT AND TERMINATION

The Plan may be amended or terminated by the Board at any time, and any Employer
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, without the consent of each affected Participant, reduce or in
any way adversely affect (i) the benefits payable hereunder with respect to a
Participant who has terminated employment with the Corporation or an Employer
(as applicable) 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.

For purposes of this section 8, the term "Accrued Benefit" means an amount equal
to the balance of a 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 8, section 9 or, for purposes of this Plan, "Interest
Credits" as defined in the Pension Plan immediately prior to the Plan Change, 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.


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                                    SECTION 9

                                   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 10

                                  GOVERNING LAW

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


                                   SECTION 11

                               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.


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                                     * * * *


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




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



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