exhibit10_1.htm


    EXHIBIT
      10.1

     

    June
      6,
      2007

     

    


    F.
      Kevin
      Tylus

    Yardville
      National Bancorp

    2465
      Kuser Road

    Hamilton,
      New Jersey  08690

    


    


    Dear
      Mr.
      Tylus:

     

    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 Employment 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 September 28, 2004 (the “Prior Agreement”) shall be
      reinstated effective immediately.

     

    1.  Employment
      Period.  PNC Bank (or any of its affiliates, as determined by PNC
      Bank) shall employ you, and you shall serve PNC Bank, on the terms and
      conditions set forth in this Agreement, for a period (the “Employment Period”)
      commencing on the date (the “Effective Date”) on which occurs the Effective Time
      and ending on the third anniversary of the Effective Date, unless sooner
      terminated in accordance with this Agreement.

     

    2.  Position/Duties.  During
      the Employment Period, you shall serve as Regional President of Mercer and
      Huntington Counties in New Jersey of PNC Bank with responsibilities for the
      integration of the Company with PNC Bank.  You shall devote your full
      working time, energy and attention to the business of PNC Bank and its
      affiliates during the Employment Period.  You shall initially report
      directly to Peter K. Classen, which reporting relationship shall be subject
      to
      change from time to time in the sole discretion of PNC Bank.  Unless
      otherwise mutually agreed to by you and PNC Bank, your place of employment
      will
      be within 50 miles from Hamilton, New Jersey.  This Agreement shall
      not, however, preclude you from investing or supervising the investment of
      your
      personal assets (including, without limitation, financial investments) in such
      form and manner as will not conflict with your duties and responsibilities
      under
      this Agreement or the Parent’s Code of Business Conduct and Ethics and its
      Employee Conduct Policies.  Other than as expressly provided herein
      you will not, during the Employment Period, engage in any other business
      activity.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.  Compensation
      and Benefits.

     

    (a)  Restricted
      Stock.  As of January 2, 2008, subject to the approval of the
      Personnel and Compensation Committee of the Board of Directors of Parent, in
      full settlement of any and all obligations and liabilities under the Company’s
      Second Amended and Restated Supplemental Executive Retirement Plan as in effect
      as of the Effective Date and in consideration for your services to be rendered
      to PNC Bank and its affiliates after the Effective Date and the restrictive
      covenants set forth herein, you will be granted a whole number of restricted
      shares of Parent common stock equal to the amount (the “Restricted Share Value”)
      set forth on Exhibit A divided by the average of the reported high and
      low trading prices on the New York Stock Exchange for a share of Parent common
      stock on January 2, 2008 (the “Restricted Shares”). The Restricted Shares shall
      vest and no longer be subject to restriction on the third anniversary of the
      Effective Date, subject to your continued employment through such date and
      Section 5 of this Agreement.  Except as otherwise provided in this
      Agreement, the terms of the Restricted Shares shall be consistent with the
      terms
      of the Parent 2006 Incentive Award Plan (as amended from time to time) and
      award
      agreements thereunder and your grant under this Section 3(a) shall be subject
      to
      your execution of such an award agreement.  In the event that the
      Personnel and Compensation Committee of the Board of Directors of Parent fail
      to
      approve such Restricted Shares grant, the applicable Restricted Share Value
      shall instead be paid to you in cash as soon as practicable following January
      2,
      2008, but in no event later than January 7, 2008.

     

    (b)  Restrictive
      Covenant Payment.  In consideration for your agreeing to the
      covenant not to compete set forth in Section 6(d) of this Agreement and subject
      to your continued compliance therewith, on January 2, 2008, the Parent shall
      pay
      you a lump sum payment in cash in the amount set forth on Exhibit A (the
“Restrictive Covenant Payment”).  For the avoidance of doubt, and
      notwithstanding anything herein to the contrary, the Restrictive Covenant
      Payment shall not be taken into account in computing any benefits under any
      plan, program or arrangement of the Parent, the Company or their
      affiliates.

     

    (c)  Base
      Salary.  During
      the Employment Period, you shall receive an annual base salary (“Annual Base
      Salary”) at a rate of not less than the amount set forth on Exhibit
      A.  The Annual Base Salary shall be payable in accordance with PNC
      Bank’s regular payroll practice for its senior executives, as in effect from
      time to time.

     

    (d)  Annual
      Bonus; Equity
      Compensation.  With respect to each fiscal year ending during the
      Employment Period, you shall be eligible to earn an annual bonus on terms and
      conditions as PNC Bank shall determine from time to time, subject to the
      achievement of performance targets with respect to PNC Bank’s performance and
      your individual performance, as determined by PNC Bank in its discretion;
      provided, however, that the annual bonus payable with respect to the fiscal
      year
      ending December 31, 2007 shall in no be less than 40% of your target bonus
      for
      2007, it being acknowledged that your target bonus for 2007 is 35% of your
      Annual Base Salary.  In addition, it is intended that you will be
      eligible for an annual evaluation to receive a grant of equity-based
      compensation for which similarly situated employees of PNC Bank are eligible
      under any plan or program now in effect or later established by PNC Bank on
      the
      same basis as similarly situated employees of PNC Bank.

     


    
      
        
        

      

      
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    (e)  Vacation.  During
      the Employment Period, you shall be eligible to accrue the same number of weeks
      of paid vacation in each year of employment under this Agreement as that
      provided to similarly situated executives of PNC Bank (with service credited
      to
      you based on your prior employment with the Company and its affiliates, which
      began on October 1, 2004), which must be used in the year accrued or else it
      shall be forfeited.

     

    (f)  Expense
      Reimbursement.  During the Employment Period, you shall be
      eligible for reimbursement by PNC Bank for the reasonable and necessary business
      expenses incurred by you in the discharge of your duties (including, without
      limitation, reimbursement for automobile mileage based on PNC Bank’s expense
      reimbursement policies), subject to PNC Bank’s standard policies and procedures
      related to expense reimbursement and approval thereof.

     

    (g)  Benefits.  During
      the Employment Period, you shall be eligible to participate in such benefit
      plans as are from time to time made generally available to similarly situated
      executives of PNC Bank, in accordance with the terms thereof.  PNC
      Bank shall give you full credit for purposes of eligibility, vesting and benefit
      accruals under any employee benefit plans, programs, or arrangements maintained
      by PNC Bank or any affiliate of PNC Bank (other than any defined benefit pension
      plan, retiree life insurance plan and, subject to the following sentence, any
      retiree medical plan) for your service with the Company or any subsidiary of
      the
      Company (or any predecessor entity) to the same extent recognized by the Company
      and its subsidiaries, except as may result in duplication of
      benefits.

     

    (h)  Special
      Payment.  On
      January 2, 2008, the Company or PNC Bank shall pay to you in a lump sum a cash
      amount equal to $166,667 (the “Special Payment”).

     

    (i)  Automobile
      Lease.  You shall be entitled to the continued use of the
      company-leased automobile that you currently drive, as of the date immediately
      prior to the execution of this Agreement, for the remainder of the lease period
      and PNC Bank shall pay for or reimburse you for all lease payments and shall
      pay
      for or provide reimbursement for all other related expenses under the current
      automobile lease arrangement as of the date immediately prior to the execution
      of this Agreement.  At the end of the lease period, you shall be
      entitled to purchase the automobile at the lease-stated purchase
      price.

     

    4.  Termination
      of Employment.

     

    (a)  Cause.  PNC
      Bank may terminate your employment with or without Cause by written notice
      to
      you.  For purposes of this Agreement, “Cause” shall mean, in the good
      faith determination of PNC Bank, (i) your gross negligence or willful misconduct
      in the course of your employment hereunder; (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 assets or business
      opportunities of PNC Bank or its affiliates, (iv) any breach of your fiduciary
      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 of the Parent’s Code of Business Conduct and Ethics or its
      Employee Conduct Policies, unless not reasonably applicable to you as an
      employee; (vii) a material breach of your obligations contained in this
      Agreement, including your intentional failure or refusal to perform your duties
      hereunder; or (viii) the entry of any

     


    
      
        
        

      

      
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    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 your termination hereunder
      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 such actions or omissions are cured within
      such period, such acts or omissions shall not constitute Cause.

     

    (b)           Death/Disability.
      Your employment shall terminate automatically upon your death.  PNC
      Bank shall be entitled to terminate your employment because of your Disability
      during the Employment Period.  “Disability” means that you are
      entitled to receive either long-term disability benefits under PNC Bank’s group
      long-term disability plan or Social Security disability benefits.  A
      termination of your employment by PNC Bank for 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.

     

    (c)           Date
      of Termination.  The “Date of Termination” means the date of your
      death, the Disability Effective Date, or the date on which the termination
      of
      your employment by PNC Bank with or without Cause is effective, as the case
      may
      be.

     

    5.  Effects
      of Termination of Employment.

     

    (a)  Without
      Cause.  In the event of (i) the termination of your employment by
      PNC Bank without Cause (other than for death or Disability) during the
      Employment Period or (ii) your resignation because of a material breach by
      PNC
      Bank or its affiliates of a provision of this Agreement (provided, that
before
      resigning due to such a material breach:  (A) you shall provide
      the Company written notice that identifies the material breach that you believe
      PNC Bank or its affiliate has made, and (B) solely with respect to material
      breaches for which remedial action is possible, PNC Bank or its affiliate shall
      have failed to remedy such event or condition within 30 days after PNC Bank
      receives the written notice from you described in clause (A)), and subject
      to
      execution and non-revocation of the release agreement referred to below and
      your
      compliance with the restrictive covenants set forth in this Agreement, you
      shall
      be entitled to, within ten (10) days after the Date of Termination (1) payment
      of the Accrued Obligations, (2), payment of an amount equal to the value of
      the
      portion of your Annual Base Salary from the Date of Termination through the
      end
      of the Employment Period (assuming no such termination had occurred) that has
      not yet been paid, (3) to the extent not paid, the Restrictive Covenant Payment
      and the Special Payment, (4) if such termination is (x) prior to the grant
      of
      the Restricted Shares, an amount in cash equal to the Restricted Share Value
      and
      (y) on or after the grant of the Restricted Shares, immediate vesting effective
      as of the date immediately preceding the Date of Termination of any of the
      Restricted Shares that are unvested as of such date, and (5) the Other
      Benefits.  In addition, in the event of (i) the termination of your
      employment by PNC Bank without Cause (other than for death or Disability) during
      the Employment Period or (ii) your resignation because of a material breach
      by
      PNC Bank or its affiliates of a provision of this Agreement that is not cured,
      as provided above, you shall be entitled to continued participation in the
      medical, dental and life insurance plans that you were

     


    
      
        
        

      

      
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    participating
      in immediately prior to such termination for a period equal to the greater
      of
      (x) the number of days left in the Employment Period immediately prior to such
      termination or (y) twelve (12) months.  For purposes of this
      Agreement, “Accrued Obligations” shall mean the sum of (I) your Annual Base
      Salary through the Date of Termination to the extent not theretofore paid,
      (II) any business expenses incurred by you that are reimbursable pursuant
      to this Agreement but have not been reimbursed by PNC Bank as of the Date of
      Termination and (III) to the extent required by applicable law, any vacation
      pay
      for accrued, but unused vacation.  For purposes of this Agreement,
“Other Benefits” shall mean all vested benefits and all other benefits that you
      are otherwise entitled to receive upon or subsequent to the Date of Termination
      under any plan, policy, practice or program of or any other contract or
      agreement with PNC Bank or its affiliates, to the extent payment of such Other
      Benefits is permitted by law; provided, however, that you will not be
      eligible to participate in PNC Bank’s Displaced Employee Assistance Plans during
      the Employment Period—this Agreement providing benefits in lieu
      thereof.  In order to be eligible to receive the payments and benefits
      set forth in this Section 5(a), you shall execute and not revoke a release
      substantially in the form attached hereto as Exhibit B (the “Release”) in a form
      provided to you by PNC Bank and excluding claims to payments due to you under
      this Agreement; provided, that such release shall not provide for the increase
      of any post-termination obligations applicable to you pursuant to Section 6
      hereof.  Except as specifically provided herein, no other compensation
      or benefits will be due or payable to you in connection with such
      termination.

     

    (b)           Death/Disability.  In
      the event of the termination of your employment by reason of your death or
      Disability, you shall be entitled to (i) the Accrued Obligations, (ii) the
      Other
      Benefits, (iii) immediate vesting as of the Date of Termination of any of the
      Restricted Shares that remain unvested as of the Date of Termination and (iv)
      to
      the extent not paid, the Restrictive Covenant Payment.  Except as
      specifically provided herein, no other compensation contemplated by this
      Agreement will be due or payable to you in connection with such
      termination.

     

    (c)           Termination
      for Cause/Resignation.  In the event of the termination of your
      employment by PNC Bank for Cause or your voluntary resignation (other than
      pursuant to Section 5(a)(ii) of this Agreement) during the Employment Period,
      you shall be entitled to, (i) within ten (10) days after the Date of
      Termination, the Accrued Obligations and (ii) the Other
      Benefits.  Except as specifically provided herein, no additional
      compensation contemplated by this Agreement will be due or payable to you in
      connection with such termination.

     

    
      	
              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 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 Employment Period, 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

     


    
      
        
        

      

      
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    promise
      that you will not, during the period from the Effective Date until the earlier
      of the (i) first anniversary of the Date of Termination and (ii) the fourth
      anniversary of the Effective Time (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 Employment Period, or (ii) is or was, as of the end of the
      Employment 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.

    


    (d)           Non-competition.  You
      agree that during the period from the Effective Date until the earlier of the
      (i) second anniversary of the Date of Termination and (ii) the fifth anniversary
      of the Effective Time, you shall not without the written consent of PNC Bank
      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 employment 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
      employment, you shall surrender immediately to PNC Bank, except
      as


    
      
        
        

      

      
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    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 employment 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 seek (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.

    


    (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 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 of Terms.  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


    
      
        
        

      

      
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    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
      of Right to Trial By Jury.  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 Employment Period, the general personnel policies and practices
      of
      PNC Bank and its affiliates (as such policies may exist from time to time),
      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 employee 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.  The
      Company and PNC Bank will withhold and deposit all Federal, state and local
      income and employment taxes that are owed with respect to all amounts paid
      or
      benefits provided to or for you by the Company, PNC Bank or any of their
      respective affiliates pursuant to this Agreement.  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

     


    
      
        
        

      

      
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    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, employment 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, employment 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.           Survival
      of Certain Provisions of Prior Agreement.  Notwithstanding
      anything herein to the contrary, Section 13 (Indemnification and Liability
      Insurance) and, with respect to Sections 3(a), 3(b) and 3(h) 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.

     

    13.           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.

     

    


    14.           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 their employment relationship (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


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    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.

    


    15.           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.

    


    16.           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.

    


    176.           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).

    



    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    With
      a
      copy to:

    


    David
      E.
      Rubinsky, Esq

    Willkie
      Farr & Gallagher LLP

    787
      Seventh Avenue

    New
      York,
      NY  10019

    


    18.           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.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    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/
                Patrick M. Ryan
	 	
                Name:

              	 Patrick
                M. ryan, CEO
	 	
                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/
                  F. Kevin Tylus
	
                  Employee:

                	
                  F.
                    Kevin Tylus

                
	
                  Date:

                	 June
                  6, 2007
	 	 
	 	 


        

      

    

    



    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    
      
        	
                Restricted
                  Share Value

              	
                $2,450,000

              
	
                Restrictive
                  Covenant Payment:

                 

              	
                $1,600,000

              
	
                Annual
                  Base Salary:

                 

              	
                $330,750

              


      

    

    



    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    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 which is excluded
                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 Employment
                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 Employment 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 “Employment Agreement”), to the extent you are
                entitled to such benefits and

            


    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


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

    


    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)

              
	 	 	 	 
	 	 	 	 


      

    

    


    


    



    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    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 pursuant to Section 5(a) of
      the
      Employment Agreement to which this Waiver and Release is attached, 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 or your separation, please call
      __________________ at (______) ______________.