Erisa Excess Pension Plan

ERISA EXCESS PENSION PLAN


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


WHEREAS, PNC Bank Corp. (the "Corporation") previously adopted and presently maintains the PNC Bank Corp. Supplemental Pension Plan (the "Plan") originally effective as of December 1, 1984;


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


WHEREAS, section 5 of the Plan authorizes the Corporation to amend the Plan at any time.


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


SECTION 1


DEFINITIONS


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


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


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


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


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


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


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


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


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


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


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


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


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SECTION 2


ELIGIBILITY FOR PARTICIPATION
AND CESSATION OF PARTICIPATION


An Employee who participates in the Pension Plan is eligible to participate in this Plan if the Employee has Exces ...