exhibit10_2.htm


    EXHIBIT
      10.2

     

    June
      6,
      2007

     

    


     

    Mr.
      Patrick M. Ryan

    Yardville
      National Bancorp

    2465
      Kuser Road

    Hamilton,
      New Jersey  08690

    


    Dear
      Patrick:

     

    In
      connection with the anticipated merger (the “Merger”) by and between The PNC
      Financial Services Group, Inc. (the “Parent”) and Yardville National Bancorp
      (the “Company”) as contemplated by the Agreement and Plan of Merger, dated even
      with the date hereof, by and among the Parent and the Company (the “Merger
      Agreement”), the Company, PNC Bank, National Association (“PNC Bank”), and you
      hereby enter into this Consulting, Non-Competition and Retention Agreement
      (this
“Agreement”).

    


    The
      parties hereto agree and acknowledge that Section 9 of this Agreement shall
      become immediately effective upon the execution of this Agreement and all other
      provisions of this Agreement shall become effective only as of the Effective
      Time (as defined in the Merger Agreement).  In the event that the
      Effective Time does not occur for any reason, this Agreement shall be deemed
      null and void ab initio and of no force and effect, and the Employment
      Agreement between you, the Company and Yardville National Bank, a subsidiary
      of
      the Company, dated as of August 20, 2004 (the “Prior Agreement”) shall be
      reinstated effective immediately.

     

    1.  Consulting
      Arrangement.  PNC Bank shall engage your services as a consultant
      on the terms and conditions set forth in this Agreement.  The term of
      this arrangement shall be for a period of one year commencing on the date on
      which the Effective Time occurs (the “Effective Date”) and ending on the first
      anniversary of the Effective Date, or such earlier date as provided in Section
      5
      below (the “Consulting Period”).

     

    2.  Services.  You
      have agreed to provide consulting services to PNC Bank and its affiliates (as
      used herein, “affiliates” includes PNC Bank’s affiliates and subsidiaries)
      during the Consulting Period as described herein (the
“Services”).  Your Services will include the
      following:  transition with the Company’s Board of Directors, and
      assistance in retaining relationships with those Board members as designated
      by
      PNC Bank; assistance in maintaining an ongoing satisfactory business and
      personal relationship with customers and current and past executives of the
      Company; assistance in meeting customers and/or centers of influence to provide
      for continuity in the introduction of PNC Bank and its affiliates to the
      Hamilton, New Jersey area; advice on the appropriate civic involvement for
      PNC
      Bank and its affiliates and executives;  and other matters as they may
      arise.  It is acknowledged that the Services will not require a
      full-time commitment from you and you shall perform the Services on a part-time
      basis, as and when reasonably requested by PNC Bank from time to
      time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  Independent
      Contractor Status.  You shall perform the Services as an
      independent contractor, and not as an employee, agent or representative of
      PNC
      Bank or any of its affiliates.  Unless authorized in writing by PNC
      Bank, you shall not have the power or authority to act on behalf of, or bind
      in
      any way, PNC Bank or any of its affiliates.  Because the Services will
      be performed by you as an independent contractor and not as an employee of
      PNC
      Bank, you understand and agree that you are not eligible by virtue of this
      Agreement to participate in any of PNC Bank’s employee benefit plans or
      programs.  (This Agreement does not, however, circumvent any other
      legal or contractual rights that you may have to such participation as a former
      employee of the Company.)  In the unlikely event that this consulting
      arrangement is reclassified as Bank employment by any governmental agency or
      court, you further agree that you will not seek to participate in or benefit
      from any of PNC Bank’s employee benefit plans or programs as a result of such
      reclassification.

     

    4.  Fees.

     

    (a)  Consulting
      Fees.  During the Consulting Period, you shall bill PNC Bank and
      PNC Bank will pay to you a monthly consulting fee of $20,000 (which is a total
      of $240,000 for the Consulting Period) (“Consulting Fees”).  In
      addition to the Consulting Fee, the Company will reimburse you for reasonable
      travel and other out-of-pocket expenses incurred by you in carrying out your
      duties under this Agreement in accordance with the applicable expense
      reimbursement policies of PNC Bank and its affiliates.

     

    (b)  Settlement
      of Prior Agreement; SERP.  On January 2, 2008, subject to your
      execution and non-revocation prior to December 20, 2007 of a release
      substantially in the form attached hereto as Exhibit A (the “Release”), PNC Bank
      will pay you (i) $2,260,000 in full settlement of any and all obligations and
      liabilities under the Prior Agreement and in consideration for the restrictive
      covenants contained herein and (ii) $4,026,000 in full settlement of any and
      all
      obligations and liabilities under any non-qualified deferred compensation plans,
      programs, or arrangements of PNC Bank, the Company or their respective
      affiliates, including without limitation the Company’s Second Amended and
      Restated Supplemental Executive Retirement Plan as in effect as of the Effective
      Date.  For the avoidance of doubt, and notwithstanding anything herein
      to the contrary, the payments set forth in this Section 4(b) shall not be taken
      into account in computing any benefits under any plan, program or arrangement
      of
      PNC Bank, the Company or their respective affiliates.

     

    5.  Termination
      of Consulting Arrangement.  The parties hereto expect that this
      consulting arrangement will continue for the full term of the Consulting
      Period.  Either you or PNC Bank may, however, choose to end the
      arrangement prior to the end of the Consulting Period.

     

    (a)          Termination
      by PNC Bank.  PNC Bank may provide written  notice and
      terminate the consulting arrangement in the event that you take any action
      or
      omission constituting “Cause”, which for purposes of this Agreement shall mean
      in the good faith determination of PNC Bank: (i) your gross negligence or
      willful misconduct with respect to your performance of the Services;
      (ii) your commission of fraud against PNC Bank or its affiliates or its
      customers, clients or employees, (iii) your commission of any theft or
      misappropriation of the assets or business opportunities of PNC Bank or its
      affiliates, (iv) any breach of your fiduciary


    
      
        
        

      

      
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    duty
      owed
      to PNC Bank or its affiliates, (v) your commission of any felony or act of
      moral
      turpitude, in either case, which could reasonably be expected to have a material
      adverse effect on PNC Bank or its affiliates (vi) a material violation by you
      the Parent’s Code of Business Conduct and Ethics or its Employee Conduct
      Policies, unless not reasonably applicable to you as an independent contractor;
      (vii) a material breach of your obligations contained in this Agreement,
      including your intentional failure or refusal to perform the Services; or
      (viii) the entry of any order against you by any government body having
      regulatory authority with respect to the business of PNC Bank or its affiliates
      for a violation by you of any rule or regulation governing the business of
      PNC
      Bank or its affiliates; provided, however, that prior to being given
      written notice of the termination of your engagement for Cause under (vi) or
      (vii) hereof, if curable, you shall be given thirty days’ advance notice that
      PNC Bank or its affiliates believe you are in violation of such provision(s),
      during which time you may seek to cure your acts and/or omissions and to the
      extent that such acts or omissions are cured within such period, such acts
      or
      omissions shall not constitute Cause.  If the Consulting Period is
      terminated by PNC Bank for Cause, PNC Bank’s obligation to pay all consulting
      fees hereunder will cease immediately after the cure period, if any, has ended
      without an effective cure.  In the event that the Consulting Period is
      terminated by PNC Bank other than for Cause, PNC Bank will be obligated to
      pay
      you the remainder of the unpaid Consulting Fees for the full Consulting Period
      (assuming no such termination had occurred) within thirty days after such
      termination.

    


    (b)           Termination
      by Consultant.  You may provide notice and terminate the
      Consulting Period for “Good Reason” in the event that PNC Bank fails to pay any
      of the amounts set forth in this Agreement when due; provided, however,
      that PNC may cure within ten (10) business days following the receipt of notice
      from you outlining such breach.  If you terminate the Consulting
      Period for Good Reason, PNC Bank will be obligated to pay you the remainder
      of
      the unpaid Consulting Fees for the full Consulting Period (assuming no such
      termination had occurred) within thirty days after such
      termination.  In the event that you terminate the Consulting Period
      without Good Reason, PNC Bank’s obligation to pay all consulting fees hereunder
      will immediately cease.

     

    (c)          Automatic
      Termination of the Agreement.  The engagement shall terminate
      automatically upon your death or Disability.  “Disability” occurs if
      you are incapable of performing the Services for a period of six months or
      more
      during the Consulting Period.  Termination of the engagement by reason
      of Disability shall be communicated to you by written notice, and shall be
      effective on the 30th day after receipt of such notice by you (the “Disability
      Effective Date”), unless you return to full-time performance of your duties
      before the Disability Effective Date.  If termination of the
      consulting arrangement occurs for either of these reasons, PNC Bank’s obligation
      to pay any Consulting Fees will cease with the beginning of the first full
      calendar month after your death or as of the Disability Effective Date,
      whichever is applicable.

    


    (d)           Mutual
      Agreement.  You and PNC Bank may mutually agree in writing at any
      time to terminate the engagement, and the terms of that
      disengagement.

     

    
      	
              6.  

            	
              Restrictive
                Covenants and Confidentiality.

            


    

     

    (a)           Conflicts
      of Interest.  You and PNC Bank have entered into this Agreement
      in significant part because of your knowledge, experience and expertise
      pertaining to

     


    
      
        
        

      

      
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    the
      Company and its affiliates.  During your employment by the Company you
      have had direct and indirect access to a significant amount of confidential
      and
      proprietary information of the Company and its customers that is being acquired
      by the Parent and its affiliates.  In addition, during the Consulting
      Period, in the performance of the Services you will have access to and will
      accumulate significant knowledge of the confidential and proprietary information
      of PNC Bank and its affiliates and their customers.  You agree that it
      is reasonable and necessary to protect the interest of PNC Bank and its
      affiliates in such confidential and proprietary information, and that to do
      so
      you promise that you will not, during the Consulting Period and for one year
      thereafter (the “Restricted Period”), engage in any employment, enterprise or
      activity that would present a real or perceived conflict of interest with your
      obligations to advise PNC Bank and its affiliates, assist them in growing their
      presence and business in the Hamilton, New Jersey metropolitan area and/or
      protecting, preserving and avoiding even the inadvertent use or disclosure,
      or
      the perception of your use or disclosure, of PNC Bank’s, the Company’s or their
      respective affiliates’ confidential and/or proprietary information.

     

    (b)          Nonsolicitation
      of Employees/Clients.  You agree that during the Restricted
      Period you shall not, directly or indirectly, either for your own benefit or
      purpose or for the benefit or purpose of any person or entity other than PNC
      Bank or its affiliates, solicit, call on, do business with, or actively
      interfere with any of their relationships with, or attempt to divert or entice
      away, any person or entity that you should reasonably know (i) is or was a
      customer for which PNC Bank or its affiliates provided services during or as
      of
      the end of the Consulting Period, or (ii) is or was, as of the end of the
      Consulting Period, considering retention of PNC Bank and/or any of its
      affiliates to provide services.

    


    (c)           No-hire.  You
      agree that during the Restricted Period you shall not, directly or indirectly,
      either for your own benefit or purpose or for the benefit or purpose of any
      person or entity other than PNC Bank or its affiliates, employ or offer to
      employ, call on, or actively interfere with PNC Bank’s or its affiliates’
relationship with, or attempt to divert or entice away, any of their employees,
      nor shall you assist any other person or entity in such activities; provided,
      however, that the covenant contained herein shall not prohibit you from having
      an ownership interest in a person or entity at which your son, Patrick L. Ryan
      is a director, officer or employee.

    


    (d)           Non-competition.  You
      agree that during the Consulting Period and the one-year period thereafter,
      you
      shall not serve as an officer, director or employee of any bank holding company,
      bank, savings association, savings and loan holding company, or mortgage company
      which offers products or services competing with those offered by the Parent
      or
      PNC Bank from any office within fifty (50) miles from the main office or any
      branch of PNC Bank.

    


    (e)           Confidentiality.  You
      shall hold for the benefit of PNC Bank and its affiliates and shall not disclose
      to others, copy, use, transmit, reproduce, summarize, quote or make commercial,
      directly or indirectly, any secret or confidential information, knowledge or
      data relating to PNC Bank and its affiliates and their businesses (including
      without limitation information about their respective clients and customers
      and
      their proprietary knowledge and trade secrets, software, technology, research,
      secret data, customer lists, investor lists, business methods, business plans,
      training materials, operating procedures or programs, pricing strategies,
      employee lists and other business information) that you have obtained during
      your engagement


    
      
        
        

      

      
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    by
      PNC
      Bank, provided, however, that the foregoing shall not apply to
      information that is generally known to the public other than as a result of
      the
      breach of this Agreement by you or one of your representatives (“Confidential
      Information”).  You acknowledge that such Confidential Information is
      specialized, unique in nature and of great value to PNC Bank and its affiliates
      and that such information gives PNC Bank and its affiliates a competitive
      advantage.  Upon termination of your engagement, you shall surrender
      immediately to PNC Bank, except as specifically provided otherwise herein,
      all
      Confidential Information and all other property of PNC Bank and its affiliates
      in your possession and all property made available to you in connection with
      your engagement by PNC Bank, including, without limitation, any and all other
      records, manuals, customer and client lists, notebooks, files, papers,
      computers, computer programs, computer discs, lists, data, cellular phones,
      two-way pagers, palm-held electronic devices, electronically stored information
      and all other documents (and all copies thereof) held or made by
      you.  Notwithstanding the foregoing provisions, if you are required to
      disclose any such Confidential Information pursuant to applicable law or a
      subpoena or court order, you shall promptly notify PNC Bank in writing of any
      such requirement so that PNC Bank and/or its affiliate(s) may seek an
      appropriate protective order or other appropriate remedy or waive compliance
      with the provisions hereof.  You shall reasonably cooperate with PNC
      Bank to obtain such protective order or other remedy.  If such order
      or other remedy is not obtained prior to the time that you are required to
      make
      the disclosure, or PNC Bank waives compliance with the provisions hereof, you
      shall disclose only that portion of the confidential or proprietary information
      that you are advised by counsel that you are legally required to so
      disclose.

    


    7.  Enforcement
      Provisions. You and PNC Bank understand and agree to
      the following provisions regarding enforcement of this Agreement.

     

    (a).           Governing
      Law and Jurisdiction.  This Agreement is governed by
      and is to be construed under the laws of the Commonwealth of Pennsylvania,
      without regard to conflict of laws rules.  Any dispute or claim
      arising out of or relating to this Agreement or claim of breach hereof shall
      be
      brought exclusively in the Federal court in the State of New
      Jersey.  By execution of the Agreement, you, the Company and PNC Bank,
      and their respective affiliates, consent to the exclusive jurisdiction of such
      court, and waive any right to challenge jurisdiction or venue in such court
      with
      regard to any suit, action, or proceeding under or in connection with the
      Agreement.  Each party to this Agreement also hereby waives any right
      to trial by jury in connection with any suit, action or proceeding under or
      in
      connection with this Agreement.

    


    (b).           Equitable
      Remedies.  A breach of Section 6 of this Agreement
      will cause PNC Bank and/or its affiliates irreparable harm, and PNC Bank and
      its
      affiliates will therefore be entitled to (in addition to any monetary damages
      available to them) the issuance of immediate, as well as permanent, injunctive
      relief restraining you, and each and every person and entity acting in concert
      or participating with you, from initiation and/or continuation of such breach
      and such other remedies provided herein or any other remedies provided at law
      or
      in equity.

    


    (c).           Tolling
      Period.  If it becomes necessary or desirable for PNC Bank and/or
      its affiliates to seek compliance with any provision of Section 6 of this
      Agreement  by legal proceedings, the period during which you will be
      required to comply with each such provision shall be tolled during any period
      of
      violation of any of the covenants in Section 6 hereof and


    
      
        
        

      

      
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    during
      any other period required for litigation during which PNC Bank seeks to enforce
      such covenants against you if it is ultimately determined that you were in
      breach of such covenants.

    


    (d).           No
      Waiver.  Failure of you or PNC Bank or its affiliates to demand
      strict compliance with any of the terms, covenants or conditions of this
      Agreement shall not be deemed a waiver of such term, covenant or condition,
      nor
      shall any waiver or relinquishment of any such term, covenant or condition
      on
      any occasion or on multiple occasions be deemed a waiver or relinquishment
      of
      such term, covenant or condition.

    


    (e).           Severability.  The
      restrictions and obligations imposed by Section 6 of this Agreement are separate
      and severable, and it is the intent of you and PNC Bank that if any restriction
      or obligation imposed by any of the provisions of Section 6 of this Agreement
      is
      deemed by a court of competent jurisdiction to be void for any reason
      whatsoever, the remaining provisions, restrictions and obligations of Section
      6
      of this Agreement shall remain valid and binding upon you.  You and
      PNC Bank further agree that each provision of this Agreement shall be severable
      from every other provision of this Agreement for the purpose of determining
      the
      legal enforceability of any specific provision.  In the event that any
      provision of this Agreement is deemed invalid or unenforceable under applicable
      law, all other provisions of this Agreement shall remain in full force and
      effect.

    


    (f).           Reform.  In
      the event any part of Section 6 of this Agreement is determined by a court
      of
      competent jurisdiction to be unenforceable, it is the intent of you and PNC
      Bank
      that said court reduce and reform the provisions thereof so as to apply the
      greatest limitations considered enforceable by the court.

    


    (g).           Waiver.  You
      and PNC Bank hereby waive any right to trial by jury with regard to any suit,
      action or proceeding under or in connection with this Agreement.

     

    8.  Application
      of Policies.  Except as specifically modified by this Agreement,
      during the Consulting Period, the general policies and practices of PNC Bank
      and
      its affiliates (as such policies may exist from time to time) that are generally
      applicable to consultants of PNC Bank, including but not limited to the Parent’s
      Code of Business Conduct and Ethics and its Employee Conduct Policies, will
      apply to you with the same force and effect as to any other consultant of PNC
      Bank.

     

    9.           Termination
      of the Prior Agreement; Agreement to Remain Employed with the Company Through
      the Effective Time.  Except as otherwise set forth herein, you
      hereby agree that, in consideration for entering into this Agreement, effective
      as of the Effective Time the Prior Agreement shall be null and void, and no
      person or entity shall be obligated to pay to you or any person any amounts
      in
      respect of the Prior Agreement.  Further, in consideration of the
      benefits conferred upon you and the Company pursuant to this Agreement, you
      hereby agree not to terminate your employment with the Company or any of its
      subsidiaries prior to the Effective Time, and, prior to the Effective Time,
      the
      Company agrees not to terminate your employment with the Company or its
      subsidiaries without the prior written consent of PNC Bank.

     

    10.           Taxes.  Except
      as otherwise specifically provided in this Section 10, as a consultant and
      independent contractor of PNC Bank, you will be responsible for, and will
      duly

     


    
      
        
        

      

      
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    and
      timely comply with all applicable laws relating to, the collection, payment,
      reporting and remittance of any and all Federal, state or local taxes, charges
      or fees (“Taxes”) resulting from the receipt of amounts described in this
      Agreement.  Except as set forth herein, neither PNC Bank, the Company
      nor any of their respective affiliates shall be liable, for any Taxes resulting
      from the receipt of amounts described in this Agreement or your failure to
      comply with applicable laws.  You, the Company and PNC Bank agree that
      none of the payments and benefits payable or provided to you or for your benefit
      in connection with the Merger are intended to constitute an “excess parachute
      payment” within the meaning of Section 280G of the Internal Revenue Code of
      1986, as amended (the “Code”).  However, notwithstanding anything to
      the contrary contained in this Agreement or the Prior Agreement, in the event
      that the aggregate payments or benefits to be made or afforded to you under
      this
      Agreement or otherwise (the “Payments”) do constitute an “excess parachute
      payment” under Section 280G of the Code, you shall be entitled to an amount
      equal to the Gross-Up Payment (as defined in Section 15 of your Prior Agreement)
      in accordance with and subject to the terms and conditions set forth in Section
      15 of your Prior Agreement; provided, however, if the aggregate
      value of the Payments are less than or equal to the sum of (i) $75,000 plus
      (ii)
      three (3) times your “base amount,” as determined in accordance with Section
      280G of the Code, in lieu of payment of the Gross-Up Payment, the Payments
      will
      instead be reduced to an amount such that the value of such Payments shall
      be
      equal to three (3) times your “base amount,” as determined in accordance with
      Section 280G of the Code, less $5,000.00.  You hereby agree to report
      any amounts paid or benefits provided under this Agreement for purposes of
      Federal, state and local income, engagement and excise taxes consistent with
      the
      good faith manner in which PNC Bank or its affiliates reports any such amounts
      or benefits for purposes of Federal, state and local income, engagement and
      excise taxes and that you shall cooperate with PNC Bank and/or its affiliates
      in
      good faith in connection with any valuation of the restrictions and obligations
      under this Agreement.

     

    11.           Compliance
      with Internal Revenue Code Section 409A.  If PNC Bank determines
      that any compensation provided by this Agreement may result in the application
      of Section 409A of the Code, it may, without your consent, modify this Agreement
      to the extent and in the manner it deems necessary or advisable in order to
      exclude such compensation from the definition of “deferred compensation” within
      the meaning of such Section 409A or in order to comply with the provisions
      of
      Section 409A, other applicable provision(s) of the Code and/or any rules,
      regulations or other regulatory guidance issued under such statutory provisions;
      provided, however, that in no event shall any modification
      pursuant to this Section 11 reduce the economic benefits payable to you without
      your prior written consent.

    


    12.           Additional
      Obligations of Consultant.  You agree to the
      following:

    


    (a)           You
      will maintain all insurance coverages required by law, as well as all coverages
      reasonably necessary to protect PNC Bank and its affiliates against all claims
      which may be incurred by or imposed on PNC Bank or its affiliates in connection
      with or growing out of the Services.  Such coverages shall include,
      but are not limited to, comprehensive general liability insurance of at least
      $1,000,000.00 per occurrence.

    


    (b)           You
      shall immediately notify PNC Bank if you have committed, been convicted of,
      pled
      guilty to or entered into a pre-trial diversionary program regarding
      any


    
      
        
        

      

      
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    criminal
      offense involving dishonesty, breach of trust or money laundering, as those
      terms are defined by the Statement of Policy of the Federal Deposit Insurance
      Corporation.

    


    (c)           The
      Equal Employment Opportunity Clause set forth in Section 202 of Executive Order
      11246, as amended, and the Affirmative Action clauses set forth in Title 41
      CFR
      60-741.4 and Title 41 CFR 60-250.4 are hereby incorporated by reference in
      and
      made a part of this Agreement.

    


    13.           Survival
      of Certain Provisions of Prior Agreement.  Notwithstanding
      anything herein to the contrary, Section 13 (Indemnification and Liability
      Insurance) and, with respect to Section 4(b) of this Agreement only, Section
      14
      (Reimbursement of your Expenses to Enforce this Agreement) of your Prior
      Agreement shall remain in full force and effect in accordance with its
      terms.

    


    14.           Successors.  This
      Agreement is personal to you and without the prior written consent of PNC Bank
      shall not be assignable by you otherwise than by will or the laws of descent
      and
      distribution.  This Agreement shall inure to the benefit of and be
      enforceable by your legal representatives.  This Agreement shall inure
      to the benefit of and be binding upon the Company (prior to the Effective Date),
      PNC Bank and their respective successors and assigns.

     

    15.           Entire
      and Final Agreement.  This Agreement shall supersede any and all
      prior oral or written representations, understandings and agreements of the
      parties with respect to the matters addressed herein (including, but not limited
      to, all correspondence, memoranda and term sheets and the Prior Agreement),
      and
      it contains the entire agreement of the parties with respect to those
      matters.  No agreements or representations, oral or otherwise, express
      or implied, with respect to the subject matter hereof have been made by either
      party that are not set forth expressly in this Agreement.  Once signed
      by the parties hereto, no provision of this Agreement may be modified or amended
      unless agreed to in a writing, signed by you and a duly authorized officer
      of
      the Company (prior to the Effective Date, it being understood that after the
      Effective Time, no signature from the Company shall be required) and PNC
      Bank.

    


    16.           Assignment.  Neither
      this Agreement nor any of the rights, obligations or interests arising hereunder
      may be assigned by you.  Neither this Agreement nor any of the rights,
      obligations or interests arising hereunder may be assigned by the Company,
      or
      PNC Bank without your prior written consent, to a person or entity other than
      an
      affiliate or parent entity of the Company or PNC Bank, or their successors
      or
      assigns; provided, however, that in the event of the merger,
      consolidation, transfer or sale of all or substantially all of the assets of
      the
      Company or PNC Bank with or to any other individual or entity, this Agreement
      shall, subject to the provisions hereof, be binding upon and inure to the
      benefit of such successor, and such successor shall discharge and perform all
      the promises, covenants, duties, and obligations of the Company or PNC Bank
      hereunder.

    


    17.           Section
      Headings.  The section headings contained in this Agreement are
      inserted for purposes of convenience only, and shall not affect the meaning
      or
      interpretation of this Agreement.


    
      
        
        

      

      
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    18.           Notices.  All
      notices required by this Agreement shall be sent in writing and delivered by
      one
      party to the other by overnight express mail to the following persons and
      addresses:

    


    If
      to the
      Company:

    


    Yardville
      National Bancorp

    2465
      Kuser Road

    Hamilton,
      New Jersey  08690

    Attention:  General
      Counsel

    


    With
      a
      copy to the Parent.

    


    If
      to PNC
      Bank:

    


    PNC
      Bank,
      National Association

    One
      PNC
      Plaza

    249
      Fifth
      Avenue

    Pittsburgh,
      Pennsylvania  15222

    Attention:  General
      Counsel

    Telecopy
      No.:  (412) 762-6238

    


    If
      to
      you:

    


    At
      the
      most recent address on file with the Company (if prior to the Effective Time)
      or
      with PNC Bank (if after the Effective Time)

    


    With
      a
      copy to:

    


    David
      E.
      Rubinsky, Esq.

    Willkie
      Farr & Gallagher LLP

    787
      Seventh Avenue

    New
      York,
      NY 10019

    Attention:
      David E. Rubinsky

    Telecopy
      No:  (212) 728-9635

    


    19.           Execution
      in Counterparts.  This Agreement may be executed by the parties
      hereto in counterparts, each of which shall be considered an original for all
      purposes.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing is satisfactory, please so indicate by signing and returning to the
      Company and PNC Bank the enclosed copy of this letter, whereupon this will
      constitute our agreement on the subject.

    


     

    
      
        	 	
                Yardville
                  National Bancorp

              
	 	 	 
	 	
                By:

              	 /s/
                F. Kevin Tylus
	 	
                Name:

              	 F.
                Kevin Tylus
	 	
                Date:

              	 June
                6, 2007
	 	 	 


      

    

    


     

    
      
        	 	
                PNC
                  Bank, National Association

              
	 	 	 
	 	
                By:

              	 /s/
                David J. Williams
	 	
                Name:

              	 David
                J. Williams
	 	
                Date:

              	 June
                6, 2007
	 	 	 


      

    

    


    


     

    ACCEPTED
      AND AGREED TO:

     

    
      
        	 By:	 /s/
                Patrick M. Ryan
	 	
                Patrick
                  M. Ryan

              
	
                Date:

              	 June
                6, 2007
	 	 
	 	 


      

    

    


     


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Waiver
      and Release.

     

    In
      exchange for the payments and benefits offered by PNC, you hereby:

     

    
      	
              (a)  

            	
              Fully
                release and forever discharge PNC, and each of its officers, directors,
                employees and shareholders, from all liability upon claims of any
                nature
                whatsoever, including claims of negligence, breach of contract, violation
                of federal, state or local laws which prohibit discrimination on
                the basis
                of race, color, national origin, religion, sex, age, veteran status,
                disability or retaliation, the Age Discrimination in Employment Act
                of
                1967, as amended, and the laws enforced by any other federal, state
                or local agencies, including claims under the Pennsylvania Human
                Relations
                Act, as amended, and including further claims of any other nature
                whatsoever based upon any act or event which occurred on or before
                the
                date on which this Waiver and Release is signed and becomes effective,
                whether known or unknown, which you now have or could claim to
                have.

            


    

    


    
      	
              (b)  

            	
              Agree
                that you will not file, or permit to be filed in your name or on
                your
                behalf, any lawsuit in court against any of the persons or entities
                released in this Waiver and Release (other than that not released
                pursuant
                to paragraph (d) below or to challenge this Waiver and Release under
                the
                Age Discrimination in Employment Act), based upon any act or event
                which
                occurred on or before the effective date of this Waiver and
                Release.

            


    

    


    
      	
              (c)  

            	
              Agree
                that, while this Waiver and Release does not prevent you from filing
                a
                Charge with the Equal Employment Opportunity Commission (“EEOC”), if any
                charge, complaint, lawsuit or administrative claim is filed in your
                name
                or on your behalf with the EEOC or any other administrative agency
                or
                organization, or in any other forum, against any of the persons or
                entities released in this paragraph, based upon any act or event
                which
                occurred on or before the date you signed this Waiver and Release,
                you
                will not seek or accept any personal relief, including but not limited
                to
                any award of monetary damages or reinstatement to your employment
                with
                PNC.  (Provided, however, that this provision shall not apply to
                a claim for damages under the Age Discrimination in Employment
                Act.  If successful on such claim, however, any monetary damages
                obtained by you would be offset by the monies paid under the Consulting
                Agreement (as defined below).)

            


    

    


    
      	
              (d)  

            	
              Notwithstanding
                any other provision of this Waiver and Release to the contrary, the
                release and other provisions herein shall not operate to release,
                and
                shall not apply to disputes relating to your or your beneficiary’s rights
                to receive all benefits and payments provided for or otherwise afforded
                under the Consulting Agreement between you, on the one hand, and
                Yardville
                National Bancorp and PNC Bank, National Association, on the other
                hand,
                dated June 6, 2007 (the “Consulting Agreement”), to the extent you are
                entitled to such benefits and

            


    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    payments,
      or through any benefit plan to which you are entitled pursuant to the Consulting
      Agreement or at any time before or after the termination of your consulting
      relationship.

    


    Intending
      to be legally bound hereby:

    


    AGREED:

    


    
      
        	 	 	 
	
                For
                  Myself, and for My Heirs, Personal

              	 	
                (date
                  of signing)

              
	
                Representative
                  and Assigns

              	 	 
	 	 	 


      

    

    


    


    FOR
      PNC

    


    
      
        	
                BY:

              	 	 	 
	 	
                (Human
                  Resources Signature)

              	 	
                (date
                  of signing)

              
	 	 	 	 
	 	 	 	 


      

    

    


    



    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    NOTICE

    


    You
      will have at least 45 calendar days
      to consider this Waiver and Release and whether to sign it.  Even if
      you decide to accept this offer beforehand, you may not sign this Waiver and
      Release prior to ______________________, 200__.  If you sign the
      Waiver and Release ahead of time, it will invalidate the Waiver and
      Release.

    


    One
      (1) properly dated and fully
      executed original Waiver and Release must be received by the Human Resources
      representative listed below within four (4) calendar days from
      ________________________, 200__, or this offer is automatically
      void.  If you do not sign or thereafter revoke your signature under
      this Waiver and Release, you agree to reimburse PNC for all payments provided
      to
      you based on Section 4(b) of the Consulting Agreement, unless specifically
      excluded.

    


    This
      Waiver and Release may be revoked
      by you at any time within seven (7) calendar days after you have signed it,
      in
      which event PNC will consider that you are not eligible for the benefits set
      forth herein.  To revoke this Waiver and Release, written notice of
      revocation must be received by _________________________________________ no
      later than seven (7) days after the date you signed it.

    


    If
      you have any questions or need to
      discuss this Waiver and Release, please call __________________ at (______)
      ______________.