<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1995
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
_______________
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
25-1435979
(I.R.S. Employer Identification No.)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(412) 762-1553
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
____________________
PNC BANK CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
_____________________
WALTER E. GREGG, JR., ESQ.
EXECUTIVE VICE PRESIDENT
PNC BANK CORP.
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(412) 762-2281
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $5.00 1,149,074 shares $25.8125 $29,660,472.00 $10,227.75
==================================================================================================================================
<FN>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
reported sales prices of the registrant's Common Stock on the New York Stock
Exchange on August 28, 1995.
</TABLE>
Pursuant to Rule 429 under the Securities Act the Prospectus to be used under
this Registration Statement also applies to Registration Statement No.
2-83150. Pursuant to that Registration Statement, 48,939 shares of Common
Stock remain available for issuance and a filing fee was previously paid with
respect to such shares.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference in
this Registration Statement: Annual Report on Form 10-K for the year ended
December 31, 1994; Current Reports on Form 8-K dated as of April 17, 1995, July
10, 1995 (as amended) and July 20, 1995; Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1995 and June 30, 1995; and the description of
the Registrant's Common Stock set forth in response to Item 1 of the
Registration Statement on Form 8-A of the Corporation filed pursuant to Section
12 of the Exchange Act, and any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant after the effective
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all Common Stock offered hereby has been sold or which
deregisters such Common Stock then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered by
the Registration Statement, upon their issuance or sale in accordance with the
terms of the Plan shall be validly issued, fully paid and nonassessable has
been rendered by William F. Strome, Senior Vice President, Deputy General
Counsel and Corporate Secretary of the Corporation. As of August 31, 1995, Mr.
Strome owned 2,093 shares of the Corporation's Common Stock and held options
granted under the Corporation's incentive stock option plan covering
19,300 shares of the Corporation's Common Stock, 24,800 of which were
exercisable.
EXPERTS
The consolidated financial statements of the Registrant and subsidiaries
incorporated by reference in the Annual Report on Form 10-K of the Registrant
for the year ended December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. On July 10, 1995, the Registrant announced
an Agreement and Plan of Reorganization with Midlantic Corporation
("Midlantic"). The consolidated financial statements of Midlantic and
subsidiaries, included in the Annual Report on Form 10-K of Midlantic for the
year
2
<PAGE> 3
ended December 31, 1994 have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as set forth in their report dated January 18, 1995
and January 20, 1995 as to Note 28, which includes an explanatory paragraph
relating to changed methods of accounting for postemployment benefits and
investment securities in 1994 and postretirement benefits other than pensions
and income taxes in 1993, accompanying such financial statements, and are
incorporated herein by reference to Amendment No. 1 to the Current Report on
Form 8-K dated as of July 10, 1995, of the Corporation. Such consolidated
financial statements are incorporated herein by reference in reliance on such
reports given upon the authority of such firms as experts in accounting and
auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as experts
in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988
(Act of December 21, 1988, P.L. 1444), as amended ("1988 BCL") provide that a
business corporation may indemnify directors and officers against liabilities
they may incur in such capacities provided certain standards are met, including
good faith and the belief that the particular action is in the best interests
of the corporation. In general, this power to indemnify does not exist in the
case of actions against a director or officer by or in the right of the
corporation if the person entitled to indemnification shall have been adjudged
to be liable for negligence or misconduct in the performance of his duties. A
corporation is required to indemnify directors and officers against expenses
they may incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
Section 1746 of the 1988 BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law
provision, provided that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
The Corporation's By-Laws provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the Laws of Pennsylvania as in effect at the time of such indemnification. The
Corporation's By-Laws also eliminate, to the maximum extent permitted by the
laws of the Commonwealth of Pennsylvania, the personal liability of directors
for monetary damages for any action taken, or any failure to take any action as
a director except in any case such elimination is not permitted by law. The
Corporation has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of the
Corporation in connection with the performance of their duties.
ITEM 8. EXHIBITS
The exhibits listed on the Exhibit Index on page 9 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
3
<PAGE> 4
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended ("Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer of controlling person in
connection with the securities being registered and the Commission
4
<PAGE> 5
remains of the same opinion, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania,
on the 1st day of September, 1995.
PNC BANK CORP.
/s/ Thomas H. O'Brien
By ____________________________________
Thomas H. O'Brien
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. O'Brien
---------------------------------------- Chairman, Chief Executive September 1, 1995
Thomas H. O'Brien Officer and Director
(Principal Executive Officer)
/s/ Robert L. Haunschild
---------------------------------------- Senior Vice President September 1, 1995
Robert L. Haunschild and Chief Financial Officer
(Principal Financial Officer)
/s/ William J. Johns
---------------------------------------- Senior Vice President and September 1, 1995
William J. Johns Chief Accounting Officer
(Principal Accounting Officer)
*
---------------------------------------- Director September 1, 1995
Robert N. Clay
*
---------------------------------------- Director September 1, 1995
William G. Copeland
*
---------------------------------------- Director September 1, 1995
George A. Davidson, Jr.
*
---------------------------------------- Director September 1, 1995
Dianna L. Green
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
*
---------------------------------------- Director September 1, 1995
C. G. Grefenstette
*
---------------------------------------- Director September 1, 1995
Thomas Marshall
*
---------------------------------------- Director September 1, 1995
W. Craig McClelland
*
---------------------------------------- Director September 1, 1995
Donald I. Moritz
*
--------------------------------------- Director September 1, 1995
Jackson H. Randolph
/s/ James E. Rohr
--------------------------------------- President and Director September 1, 1995
James E. Rohr
*
--------------------------------------- Director September 1, 1995
Roderic H. Ross
*
--------------------------------------- Director September 1, 1995
Vincent A. Sarni
*
--------------------------------------- Director September 1, 1995
Richard P. Simmons
*
--------------------------------------- Director September 1, 1995
Thomas J. Usher
*
--------------------------------------- Director September 1, 1995
Milton A. Washington
*
--------------------------------------- Director September 1, 1995
Helge H. Wehmeier
</TABLE>
7
<PAGE> 8
/s/ Melanie S. Cibik
*By ____________________________________________________
Melanie S. Cibik, Attorney-in-Fact, pursuant to
Powers of Attorney filed herewith
Date: September 1, 1995
8
<PAGE> 9
INDEX OF EXHIBITS
<TABLE>
<S> <C>
Exhibit 4.1 Articles of Incorporation of PNC Bank Corp., incorporated herein by reference to
Exhibit 3.1 of the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 1-9718).
Exhibit 4.2 By-Laws of PNC Bank Corp., filed herewith.
Exhibit 4.3 PNC Bank Corp. Employee Stock Purchase Plan, incorporated by reference to
Exhibit 4.4 of Post-Effective Amendment No. 2 to Form S-8 Registration
Statement (No. 2-83150). See Exhibit 4.4 for amendments thereto.
Exhibit 4.4 Amendments to PNC Bank Corp. Employee Stock Purchase Plan, filed herewith.
Exhibit 4.5 Form of Authorization for Employee Stock Purchase Plan Bi-Weekly Payroll
Deduction, filed herewith.
Exhibit 4.6 Form of Employee Stock Purchase Plan Beneficiary Designation, filed herewith.
Exhibit 4.7 Form of Suspend Contributions/Sales Request, filed herewith.
Exhibit 4.8 Form of Request for Final Distribution, filed herewith.
Exhibit 4.9 Form of Certificate Request, filed herewith.
Exhibit 5 Opinion of William F. Strome, Esq., regarding validity of the Common Stock
being registered, filed herewith.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors for the Corporation, filed
herewith.
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P., independent auditors for Midlantic, filed
herewith.
Exhibit 23.3 Consent of William F. Strome, Esq., contained in the opinion filed herewith as
Exhibit 5.
Exhibit 24.1 Power of Attorney of certain officers and directors of the Corporation, filed
herewith.
Exhibit 24.2 Power of Attorney of Helge H. Wehmeier, filed herewith.
</TABLE>
9
<PAGE> 1
EXHIBIT 4.2
BY-LAWS OF
PNC BANK CORP.
(Effective 8/16/95)
ARTICLE I. PRINCIPAL OFFICE
--------- ----------------
The principal office of the Corporation shall be located at One PNC
Plaza, Pittsburgh, Pennsylvania.
ARTICLE II. SHAREHOLDERS
---------- ------------
1. Annual Meeting
An annual meeting of the shareholders for the election of directors and
the transaction of such other business as may properly come before the meeting
shall be held at 11 a.m. on the fourth Tuesday in April of each year, or on
such other date or hour as may be fixed by the Board of Directors.
2. Special Meetings
Special meetings of the shareholders may be called at any time by the
Board of Directors, the Chairman of the Board, the President, a Vice Chairman
of the Board, or when requested in writing by shareholders entitled to cast at
least one-fifth of the votes which all shareholders are entitled to cast at the
meeting.
3. Place of Meetings
Meetings of the shareholders shall be held at the principal office of the
Corporation or at such other place as the Board of Directors may designate.
4. Notice of Meetings
Written notice of every meeting of the shareholders shall be given to
each shareholder of record entitled to vote at the meeting at least five days
prior to the day named for the meeting, unless a greater period of notice is
required by law. The notice shall state the day, time and place of such
meeting and the general nature of the business to be transacted. Notice of a
meeting may be waived in writing and attendance at a meeting shall itself
constitute a waiver of notice of the meeting.
<PAGE> 2
Page 2
5. Quorum
The presence, in person or by proxy, of shareholders entitled to cast at
least a majority of the votes which all shareholders are entitled to cast on
the particular mattershall constitute a quorum for the purpose of considering
such matter. At a duly organized meeting, except as may be otherwise specified
in the Articles of Incorporation or provided by law, each matter shall be
decided upon receiving the affirmative vote of a majority of the votes cast by
all shareholders entitled to vote thereon and, if any shareholders are entitled
to vote thereon as a class, upon receiving the affirmative vote of a majority
of the votes cast by the shareholders entitled to vote as a class.
6. Record Date
The Board of Directors may fix a record date not more than ninety days
prior to the date of any meeting of shareholders, or the date fixed for the
payment of any dividend or distribution, or the date for the allotment of
rights or the date when any change or conversion or exchange of shares will be
made or go into effect. Only such shareholders as shall be shareholders of
record at the close of business on the record date shall be entitled to notice
of, or to vote at such meeting or to receive such allotment of rights or to
exercise such rights, as the case may be.
ARTICLE III. DIRECTORS
----------- ---------
1. Board of Directors
The business and offices of the Corporation shall be managed by the Board
of Directors, which shall consist of not less than five nor more than
thirty-six members as shall be established from time to time by the Board of
Directors.
2. Term of Office
After elected by the shareholders, directors shall hold office until the
next succeeding annual meeting and until their successors shall have been
elected and qualified.
3. Vacancy
Vacancies in the Board of Directors, including vacancies resulting from
an increase in the number of directors, may be filled by a majority of the
remaining directors though less than a quorum, and any director so elected
shall serve until the next annual meeting of the shareholders and until a
successor shall have been elected and qualified.
<PAGE> 3
Page 3
4. Organization
As soon as practicable after the annual meeting of shareholders at which
they were elected, the Board of Directors shall meet for the purpose of
electing officers and the transaction of such other business as may be properly
brought before the meeting.
5. Regular Meetings
Regular meetings of the Board of Directors may be held without notice at
such times and at such places as the Board of Directors, by resolution, shall
establish. When a regular meeting falls on a business holiday, it shall be
held on the preceding or next following business day, as the Chief Executive
Officer shall select.
6. Special Meetings
Special meetings of the Board of Directors may be called by the Chairman
of the Board, the President, a Vice Chairman, or at the written request of any
three directors. Notice of special meetings shall be given to each director
personally or in writing, or by telephone, not later than during the day
immediately preceding the day of such meeting and shall include the general
nature of the business to be transacted at the meeting.
7. Quorum
A majority of the directors shall constitute a quorum for the transaction
of business, and the acts of a majority of the directors present at a meeting
at which a quorum is present shall be the acts of the Board of Directors. One
or more directors may participate in a meeting of the Board of Directors, or in
a meeting of a Committee of the Board of Directors by means of communication
facilities enabling all persons participating in the meeting to hear each
other.
8. Action Without a Meeting
Any action which may be taken at a meeting of the Board of Directors may
be taken without a meeting if a written consent or consents setting forth the
action so taken is signed by all the directors and filed with the Secretary of
the Corporation.
9. Compensation of Directors
Directors shall be compensated for their services and reimbursed for
their meeting attendance expenses, in such manner and at such time as the Board
of Directors may determine.
<PAGE> 4
Page 4
ARTICLE IV. OFFICERS
---------- --------
1. Designation
The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Chairmen, one or more Vice Presidents of whom one
or more may be designated Executive Vice President or Senior Vice President, a
Secretary, a Treasurer, a Controller, a General Auditor and such other
officers, as the Board of Directors, the Chairman, the President, or the Vice
Chairman may from time to time designate. The Board of Directors shall
designate from among the Chairman of the Board, President, and Vice Chairmen,
one of those officers to be the Chief Executive Officer. All officers having
the rank of Senior Vice President or higher shall be elected by the Board of
Directors and shall hold office during the pleasure of the Board of Directors.
All other officers shall be appointed by the Chief Executive Officer, or, in
his absence, by such other officer or officers as may be designated by the
Board of Directors, and such appointments shall be reported to the Board of
Directors.
2. Responsibilities of the Senior Officers
2.1 Chief Executive Officer
The Chief Executive Officer of the Corporation shall preside at all
meetings of the shareholders and the Board of Directors, and shall be ex
officio a member of all Committees except the Audit Committee, the Nominating
Committee, and the Personnel and Compensation Committee; subject to the
direction of the Board of Directors, the Chief Executive Officer shall have the
general supervision of the policies, business and operations of the
Corporation, and of the other officers, agents and employees of the Corporation
and, except as otherwise provided in these By-Laws or by the Board of
Directors, shall have all the other powers and duties as are usually incident
to the Chief Executive Officer of a corporation. In the absence of the Chief
Executive Officer, his rights and duties shall be performed by such other
officer or officers as shall be designated by the Board of Directors.
2.2 Chairman, President and Vice Chairman
The Chairman, the President and the Vice Chairman if not designated as
the Chief Executive Officer shall have such duties and powers as may be
assigned to them from time to time by the Board of Directors or the Chief
Executive Officer.
<PAGE> 5
Page 5
2.3 Vice Presidents
The Executive Vice Presidents, Senior Vice Presidents and the Vice
Presidents, if such are elected, shall have the duties and powers as may from
time to time be assigned to them by the Board of Directors, or by the Chief
Executive Officer in the absence of any assignment by the Board of Directors.
Any reference in these By-Laws to a Vice President will apply equally to an
Executive Vice President or a Senior Vice President unless the context requires
otherwise.
2.4 Treasurer
Treasurer shall be responsible for the funding of the Corporation and for
all moneys, funds, securities, fidelity and indemnity bonds and other valuables
belonging to the Corporation; and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors or the Chief
Executive Officer.
2.5 Secretary
The Secretary shall: attend the meetings of the shareholders, of the
Board of Directors, of the Executive Committee, and of such other committees,
and shall keep minutes thereof in suitable minute books; have charge of the
corporate records, papers and the corporate seal; have charge of the stock and
transfer records of the Corporation and shall keep a record of all shareholders
and give notices of all meetings of shareholders, special meetings of the Board
of Directors and of its Committees; and have such other duties as the Board of
Directors or the Chief Executive Officer shall assign.
2.6 Controller
The Controller, if a Controller is elected, shall cause to be kept proper
records of the transactions of the Corporation; shall be responsible for the
preparation of financial and tax reports required of the Corporation; and shall
perform such other duties as may be assigned to him from time to time by the
Board of Directors or the Chief Executive Officer.
2.7 General Auditor
The General Auditor shall have charge of auditing the books, records and
accounts and shall report directly to the Board of Directors or the Audit
Committee thereof.
2.8 Assistant Officers
Each assistant officer as shall be elected shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the
<PAGE> 6
Page 6
absence of the officer. He shall perform such additional duties as the Board
of Directors, the Chief Executive Officer, or the officer to whom he is
assistant, may from time to time assign to him.
3. Incumbency
Any officer elected by the Board of Directors may be removed by the Board
of Directors whenever, in its best judgment, the best interest of the
Corporation will be served thereby, without prejudice however to any contract
rights the person so removed may have with the Corporation or any of its
subsidiaries.
ARTICLE V. COMMITTEES
--------- ----------
1. Standing Committees
The Standing Committees which shall be appointed from time to time by the
Board of Directors shall be the Executive Committee, the Audit Committee, the
Credit Committee, the Asset and Liability Committee, the Nominating Committee
and the Personnel and Compensation Committee. The Board of Directors may
appoint such other Committees as the Board of Directors shall deem advisable.
1.1 Executive Committee
The Executive Committee shall consist of its Chairman and Chief Executive
Officer and such other directors, not less than five, all of whom shall from
time to time be appointed by the Board of Directors or the Chief Executive
Officer. The Committee shall meet at such time or times as may be fixed by the
Board of Directors, or upon call of its Chairman or the Chief Executive
Officer. In the absence of the Chairman of the Committee, the Chief Executive
Officer shall act as Chairman of the Executive Committee, unless the Board of
Directors shall appoint some other person. The Executive Committee shall have
and exercise in the intervals between the meetings of the Board of Directors
all the powers of the Board of Directors so far as may be permitted by law.
All acts done and powers conferred by the Executive Committee from time to time
shall be deemed to be, and may be certified as being, done and conferred under
authority of the Board of Directors. Five directors shall constitute a quorum.
1.2 Audit Committee
The Board of Directors shall appoint annually the Audit Committee
consisting of not less than five directors, nor more than eight, none of whom
shall be an officer, or a former officer of the Corporation. The Committee
shall select a chairman from its membership, and may appoint a secretary who
need not be a director. The Committee shall meet on call of its Chairman. The
duties and reponsibilities of the Committee shall be established by the Board
of Directors.
<PAGE> 7
Page 7
1.3 Corporate Governance Committee
The Board of Directors shall appoint annually the members of the
Committee, consisting of not fewer than three directors, none of whom shall be
an officer or former officer of the Corporation, and from these directors
appoint the Chairman. The Committee may appoint a Secretary, who need not be a
director. The Committee on Corporate Governance shall be responsible for
selecting the persons to be candidates for nomination for election or
appointment as directors of the Corporation, making recommendations with
respect thereto to the Board of Directors and monitoring and recommending
enhancements to the Corporation's corporate governance framework, particularly
with respect to the structure, processes and proceedings of the Board of
Directors. The Committee shall conduct its affairs in accordance with a
charter approved by the Board of Directors.
1.4 Personnel and Compensation Committee
The Board of Directors shall appoint annually the Personnel and
Compensation Committee consisting of not less than five directors, none of whom
shall be an officer. The Committee shall select a chairman from its membership
and may appoint a secretary who need not be a director. The Committee shall
meet on call of its Chairman or the Chief Executive Officer. The duties and
responsibilities of the Committee shall be 1) to receive reports on management
succession from the Chief Executive Officer; 2) to approve the terms of
employment and compensation of the Chairman of the Board, President and Vice
Chairmen of the Corporation, and equivalent officers of all subsidiaries of the
Corporation, and all other officers of the Corporation above the rank of Vice
President; 3) to review and recommend to the Board of Directors for its
approval, employee benefit, bonus, incentive compensation or similar plans
relating to the attraction and retention of employees; 4) to administer,
construe and interpret any such plans in accordance with their provisions, and
to perform such other duties in connection with such plans as may from time to
time be assigned to it by the Board of Directors or under the provisions of
such plans; and 5) to review and recommend to the Board of Directors for its
approval, persons to be elected as Chairman of the Board, President and Vice
Chairmen of the Corporation and its Banking subsidiaries.
1.5 Credit Committee
The Board of Directors shall appoint annually the members of the Credit
Committee consisting of not less than five directors, including no more than
two officer-directors, and shall select a chairman from its membership, who
shall not be an officer. The Committee may appoint a secretary who need not be
a director. The duties and responsibilities of the Committee shall be as set
forth in a charter approved by the Board of Directors.
<PAGE> 8
Page 8
1.6 Asset and Liability Management Committee
The Board of Directors shall appoint annually the members of the Asset
and Liability Management Committee consisting of not less than five directors,
including no more than two officer-directors, and shall select a chairman from
its membership, who shall not be an officer. The Committee may appoint a
secretary who need not be a director. The duties and responsibilities of the
Committee shall be as set forth in a charter approved by the Board of
Directors.
2. Other Committees
The Board of Directors may authorize the appointment of such other
Committees as it shall deem advisable.
3. Minutes
The Executive Committee and the Audit Committee shall keep minutes of
their meetings, and such minutes shall be submitted at a regular meeting of the
Board of Directors, and any action taken by the Board of Directors with respect
thereto shall be entered in the minutes of the Board of Directors. All other
Committees shall keep minutes of their meetings which shall be accessible to
inspection by the Board of Directors at all times.
4. Procedure
Except as otherwise expressly provided for herein, each Committee may
appoint a secretary, adopt its own rules of procedure and, unless the Board of
Directors has acted with respect thereto, determine the date, place and hour
for its meetings. In the absence of any other provision herein to the
contrary, a majority of the members of any Committee shall constitute a quorum,
and the action of a majority of the members in attendance at a meeting shall
constitute the action of the body. Notice of meetings shall be given to each
member personally, or in writing addressed to the address of the director
appearing on the books of the Corporation on or before the day preceding the
meeting.
5. Attendance
In the absence or disqualification of any member of a Committee, the
members thereof present at any meeting and not disqualified from voting,
whether or not they constitute a quorum, may unanimously appoint another
director to act at the meeting in place of any absent or disqualified member.
<PAGE> 9
Page 9
ARTICLE VI. STOCK CERTIFICATES
---------- ------------------
1. Signatures
Certificates of stock of the Corporation shall be signed by the Chairman
of the Board, or the President, or any Vice Chairman, or any Vice President and
countersigned by the Secretary or the Treasurer or by any Assistant Secretary
or Assistant Treasurer, and sealed with the seal of the Corporation, which may
be a facsimile. Where any such certificate is signed manually by a transfer
agent or a registrar, the signatures of the officers may be facsimiles.
2. Transfers
The shares of stock of the Corporation shall be transferable only on its
books upon surrender of the stock certificate for such shares properly
endorsed. The Board of Directors shall have power to appoint one or more
Transfer Agents and Registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more such Transfer Agents and
Registrars.
3. Lost or Destroyed Certificates
If a stock certificate shall be lost, stolen or destroyed, the
shareholder may file with the Corporation an affidavit stating the
circumstances of the loss, theft or destruction and may request the issuance of
a new certificate. He shall give to the Corporation a bond which shall be in
such sum, contain such terms and provisions and have such surety or sureties as
the Board of Directors may direct. The Corporation may thereupon issue a new
certificate replacing the certificate lost, stolen or destroyed.
ARTICLE VII. DIRECTOR LIABILITY LIMITATION AND INDEMNIFICATION
----------- -------------------------------------------------
1. Limitation of Director Liability
A director of the Corporation shall, to the maximum extent permitted by
the laws of the Commonwealth of Pennsylvania, have no personal liability for
monetary damages for any action taken, or any failure to take any action as a
director, provided that this Section 1, Article VII shall not eliminate the
liability of a director in any case where such elimination is not permitted by
law.
2. Indemnification
Each person who at any time is or shall have been a director or officer
of the Corporation, or is serving or shall have served at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, and his heirs, executors
and administrators, shall be indemnified by the Corporation in accordance with
and to the full extent permitted by the laws of the Commonwealth of
Pennsylvania as in effect at the time of such indemnification. The foregoing
right of indemnification shall constitute a contract between the Corporation
and each of its directors and officers and shall not be deemed exclusive of
other rights to which any director, officer, employee, agent or other person
may be entitled
<PAGE> 10
Page 10
in any capacity as a matter of law or under any by-law, agreement, vote of
shareholders or directors, or otherwise. If authorized by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of any
person to the full extent permitted by the laws of the Commonwealth of
Pennsylvania.
ARTICLE VIII. APPLICATION OF STATUTORY ANTI-TAKEOVER PROVISIONS
------------ -------------------------------------------------
The following provisions of Title 15 of the Pennsylvania consolidated
statutes shall not be applicable to the Corporation: (1) Subsections (d)
through (f) of Section 511; (2) Subsections (e) through (g) of Section 1721;
(3) Subchapter G of Chapter 25; and (4) Subchapter H of Chapter 25.
ARTICLE IX. EXERCISE OF AUTHORITY DURING EMERGENCIES
---------- ----------------------------------------
The Board of Directors or the Executive Committee may from time to time
adopt resolutions authorizing certain persons and entities to exercise
authority on behalf of this Corporation in time of emergency, and in the time
of emergency any such resolutions will be applicable, notwithstanding any
provisions as to the contrary contained in these By-Laws.
ARTICLE X. CHARITABLE CONTRIBUTIONS
--------- ------------------------
The Board of Directors may authorize contributions to community funds, or
to charitable, philanthropic, or benevolent instrumentalities conducive to
public welfare in such sums as the Board of Directors may deem expedient and in
the interest of the Corporation.
ARTICLE XI. AMENDMENTS
---------- ----------
These By-Laws may be altered, amended, added to or repealed by a vote of
a majority of the Board of Directors at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors called for that
purpose.
<PAGE> 1
EXHIBIT 4.4
AMENDMENTS TO PNC BANK CORP. EMPLOYEE STOCK PURCHASE PLAN
RESOLVED, that effective June 1, 1991, the Employee Stock Purchase Plan
be amended to allow plan participants to suspend contributions during an
offering period without canceling their participation in the Plan.
Adopted April 30, 1991
RESOLVED, that the Employees Stock Purchase Plan, upon its expiration on
May 31, 1993, be renewed for a term of five years, ending on May 31, 1998.
Adopted February 18, 1993
Effective October 10, 1992, the Corporation's Common Stock underwent a 2-for-1
stock split. As a result, the Committee adjusted the Plan by doubling the
number of shares of Common Stock which could be purchased under the Plan.
RESOLVED, that the Board of Directors hereby confirms that the maximum
number of shares of Common Stock which can be purchased by a participant
during a calendar year is 400 shares.
Adopted August 16, 1995
<PAGE> 1
EXHIBIT 4.5
Authorization for PNC BANK
Employee Stock Purchase Plan
Bi-Weekly Payroll Deduction 65U/SVOption
------------------------------------------------------------------------------
PLEASE PRINT
-------------------------------------------------- FOR YOUR
NAME BENEFIT
--------------------------------------------------
MARKET LOCATION
/ / FULL TIME / / PART TIME EMPLOYEE STOCK
-------------------------------------------------- PURCHASE PLAN
SOCIAL SECURITY NUMBER WORK PHONE
/ / / / - / / / - / / / / / ( )
--------------------------------------------------
WORK ADDRESS
--------------------------------------------------
STATE OF YOUR RESIDENCE
--------------------------------------------------
/ / INITIAL AUTHORIZATION CHECK THE PERCENTAGE OF
I have been continuously employed for one year YOUR BASE SALARY
and have received a copy of the Corporation's
Prospectus, as supplemented, relating to the / / 1% A 0800/P001
Employee Stock Purchase Plan. I hereby elect / / 2% A 0800/P002
to participate in the Plan, subject to the / / 3% A 0800/P003
terms and limitations contained herein, and / / 4% A 0800/P004
authorize you to deduct the following PERCENT / / 5% A 0800/P005
from my base pay (must be whole number / / 6% A 0800/P006
percentage--Minimum 1% and Maximum 10%): / / 7% A 0800/P007
/ / 8% A 0800/P008
/ / CHANGE IN EXISTING AUTHORIZATION / / 9% A 0800/P009
I authorize you to change the PERCENT deducted / / 10% A 0800/P010
from my base pay in connection with my Stock
Purchase Account and authorize you to deduct
the following PERCENT from my base pay (must
be a whole number percentage--Minimum 1% and
Maximum 10%):
Such deduction will begin with the first computed pay period following the next
offering date (June 1 and December 1 of each year). I understand that in any one
calendar year I cannot purchase more than 400 shares of Common Stock under the
Plan.
IF YOU WISH TO SUSPEND CONTRIBUTIONS, YOU MUST COMPLETE A "SUSPEND
CONTRIBUTIONS/SALE REQUEST" FORM
THIS FORM MUST BE RECEIVED BY CORPORATE BENEFITS ADMINISTRATION FIFTEEN (15)
DAYS PRIOR TO THE COMMENCEMENT OF THE NEXT OFFERING DATE IN ORDER TO BE IN
EFFECT FOR THE FIRST PAY OF THAT PERIOD.
Signature ----------------------------------- Date ----------------------------
PLEASE RETURN WHITE AND CANARY COPIES TO:
PNC Bank, Corporate Benefits Administration, 300 Sixth Avenue Building-3rd Floor
KEEP THE PINK COPY FOR YOUR RECORDS.
WHITE & CANARY-CORPORATE BENEFITS ADMINISTRATION PINK-EMPLOYEE
<PAGE> 1
EXHIBIT 4.6
Beneficiary Designation PNC BANK
------------------------------------------------------------------------------
Please Print
---------------------------------------------------------- FOR YOUR
Name BENEFIT
----------------------------------------------------------
Social Security Number
/ / / / - / / / - / / / / / / / Full Time / / Part Time EMPLOYEE STOCK
---------------------------------------------------------- PURCHASE PLAN
Market Name Work Phone
----------------------------------------------------------
Department
----------------------------------------------------------
Location
----------------------------------------------------------
-------------------------------------------------------------------------------
I, ---------------------------------------------, hereby designate ------------
-------------------------------------------------------------------------------
Name
-------------------------------------------------------------------------------
Address (City, State, Zip Code)
-------------------------------------------------------------------------------
Relationship Social Security Number
-------------------------------------------------------------------------------
Name
-------------------------------------------------------------------------------
Address (City, State, Zip Code)
-------------------------------------------------------------------------------
Relationship Social Security Number
-------------------------------------------------------------------------------
as primary beneficiaries in equal shares of any amounts payable under the
Employee Stock Purchase Plan by reason of my death. If none of the
aforementioned beneficiaries survives me, I designate
-------------------------------------------------------------------------------
Name
-------------------------------------------------------------------------------
Address (City, State, Zip Code)
-------------------------------------------------------------------------------
Relationship Social Security Number
-------------------------------------------------------------------------------
Name
-------------------------------------------------------------------------------
Address (City, State, Zip Code)
-------------------------------------------------------------------------------
Relationship Social Security Number
-------------------------------------------------------------------------------
as contingent beneficiaries in equal shares of such amounts.
-------------------------------------------------------------------------------
I HEREBY REVOKE ANY PREVIOUSLY SUBMITTED DESIGNATION(S) OF BENEFICIARY(IES) WHO
SHOULD RECEIVE THE CASH BALANCE AND/OR SHARES OF COMMON STOCK HELD IN MY
EMPLOYEE STOCK PURCHASE PLAN ACCOUNT IN THE EVENT OF MY DEATH.
-------------------------------------------------------------------------------
Signature Date
-------------------------------------------------------------------------------
PLEASE RETURN WHITE COPY TO CORPORATE BENEFITS ADMINISTRATION
3RD FLOOR-300 SIXTH AVENUE BUILDING
KEEP THE CANARY COPY FOR YOUR RECORDS.
White-Corporate Benefits Administration Canary-Employee
<PAGE> 1
EXHIBIT 4.7
Suspend Contributions/Sale Request PNC BANK
------------------------------------------------------------------------------
PLEASE PRINT
-------------------------------------------------- FOR YOUR
NAME BENEFIT
--------------------------------------------------
MARKET LOCATION
/ / FULL TIME / / PART TIME EMPLOYEE STOCK
-------------------------------------------------- PURCHASE PLAN
SOCIAL SECURITY NUMBER WORK PHONE
/ / / / - / / / - / / / / / ( )
--------------------------------------------------
WORK ADDRESS
--------------------------------------------------
STATE OF YOUR RESIDENCE
--------------------------------------------------
As a participant in the Employee Stock Purchase Plan, I request the following
change(s) be made in my Plan Account:
1. / / SUSPEND CONTRIBUTIONS IMMEDIATELY
Please discontinue my Stock Purchase Plan payroll deductions
immediately. I request that the cash balance credited to my Plan
Account be (select one):
/ / refunded, without interest, immediately to my attention.
/ / applied towards the purchase of whole shares of Common Stock at
the end of the current Offering Period. Any remaining cash
balance is to be refunded, without interest, to my attention.
I request that the accumulated unissued shares held in my Plan Account
be (select one):
/ / retained in my account. I can request or sell these shares any
time by completing the appropriate form.
/ / issued to me in my name only. OR / / issued to me in
accordance with the
attached Certificate
Request form.
/ / sold (complete section 3 below).
2. / / SUSPEND CONTRIBUTIONS AFTER OFFERING PERIOD
I elect to have payroll deductions continue only through the end of the
current Offering Period. Deductions are to cease thereafter. Deductions
made during this period are to be applied toward the purchase of
shares. Any remaining cash balance is to be refunded, without interest.
I request that the accumulated unissued shares held in my Plan Account
be (select one):
/ / retained in my account. I can request or sell these shares any
time by completing the appropriate form.
/ / issued to me in my name only. OR / / issued to me in
accordance with the
attached Certificate
Request form.
IN ORDER FOR AN ELECTION MADE UNDER OPTION 1 OR 2 TO BE EFFECTIVE AS OF
THE END OF THE CURRENT OFFERING PERIOD, YOUR REQUEST MUST BE RECEIVED
PRIOR TO THE LAST DAY OF THAT OFFERING PERIOD. REQUESTS RECEIVED AFTER
MAY 31 OR NOVEMBER 30 WILL BE PROCESSED IN THE NEXT SUBSEQUENT OFFERING
PERIOD.
3. / / SELL SHARES
I hereby direct that __________ (ALL or specific number) shares of PNC
Common stock held in my Plan Account be sold in accordance with the
procedure described in the Plan Prospectus, as supplemented. In signing
below, I hereby irrevocably constitute and appoint PNC Brokerage Corp
attorney to transfer the said stock on the books of PNC Bank Corp. with
full power of substitution in the premises. Please forward proceeds,
less brokerage charges and applicable taxes, to my attention.
IN ACCORDANCE WITH THE CORPORATION'S INSIDER TRADING POLICY, EMPLOYEES
ARE PROHIBITED FROM SELLING PNC SECURITIES BEGINNING ON THE FIRST DAY
OF A CALENDAR QUARTER UNTIL THE THIRD BUSINESS DAY AFTER THE
CORPORATION'S RELEASE OF ITS QUARTERLY EARNINGS RESULTS.
------------------------------------ ------------------------------------
SIGNATURE DATE
PLEASE RETURN WHITE AND CANARY COPIES TO CORPORATE BENEFITS ADMINISTRATION
3RD FLOOR-300 SIXTH AVENUE BUILDING
KEEP THE PINK COPY FOR YOUR RECORDS.
WHITE & CANARY-CORPORATE BENEFITS ADMINISTRATION PINK EMPLOYEE
<PAGE> 1
EXHIBIT 4.8
REQUEST FOR FINAL DISTRIBUTION PNC
------------------------------------------------------------------------------
PLEASE PRINT
-------------------------------------------------- FOR YOUR
NAME BENEFIT
--------------------------------------------------
SOCIAL SECURITY NUMBER EMPLOYEE STOCK
/ / / / - / / / - / / / / / PURCHASE PLAN
--------------------------------------------------
HOME ADDRESS
--------------------------------------------------
CITY, STATE AND ZIP CODE
--------------------------------------------------
As a participant in the PNC Bank Corp. Employee Stock Purchase Plan, I request
that the balance in my Plan Account be distributed as a result of my:
/ / Termination effective ___________ / / Retirement effective ___________
METHOD OF DISTRIBUTION REQUESTED (SELECT ONE)
1. / / Please withdraw the cash balance credited to my Plan Account and
forward such balance, without interest, together with all accumulated
unissued shares, to me. I am attaching a completed "Certificate
Request" form that reflects my registration instructions.
2. / / Please sell all of the accumulated unissued shares credited to my Plan
Account as of the last Offering Period and forward the proceeds to my
attention. Please withdraw the cash balance credited to my Plan Account
and forward such balance, without interest, to my attention. I am
attaching a completed "Suspend Contribution/Sale Request" form.
ADDITIONAL OPTION AVAILABLE FOR RETIREES ONLY
3. / / At the end of the applicable offering period, please apply the payroll
deductions credited to my Plan Account toward the purchase of whole
shares of Common Stock; forward all accumulated unissued shares to me
along with any remaining cash balance in my Plan Account, without
interest. I am attaching a completed "Certificate Request" form that
reflects my registration instructions.
IF YOU DO NOT MAKE AN ELECTION, YOUR PLAN ACCOUNT WILL BE DISTRIBUTED TO YOU AS
DESCRIBED IN OPTION NUMBER ONE.
------------------------------------ ------------------------------------
SIGNATURE DATE
PLEASE RETURN WHITE AND CANARY COPIES TO CORPORATE BENEFITS ADMINISTRATION
3RD FLOOR-300 SIXTH AVENUE BUILDING
KEEP THE PINK COPY FOR YOUR RECORDS.
WHITE & CANARY-CORPORATE BENEFITS ADMINISTRATION PINK-EMPLOYEE
<PAGE> 1
EXHIBIT 4.9
CERTIFICATE REQUEST
PNCBANK
PLEASE PRINT
----------------------------------------
NAME FOR YOUR
BENEFIT
---------------------------------------- EMPLOYEE STOCK PURCHASE PLAN
SOCIAL SECURITY NUMBER
/ / / / - / / / - / / / / /
----------------------------------------
AFFILIATE NAME HOME PHONE
----------------------------------------
HOME ADDRESS
----------------------------------------
CITY, STATE, AND ZIP CODE
----------------------------------------
I hereby direct that _____________ (ALL or specific number) shares of PNC Bank
Corp. Common Stock be distributed to me from my Employee Stock Purchase Plan
Account and registered as follows:
/ / IN MY NAME ONLY _________________________________________________________
(Please print your name as you want it to appear
on the stock certificate)
/ / REGISTERED JOINTLY AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP BUT NOT
AS TENANTS IN COMMON:
__________________________________________________________________________
__________________________________________________________________________
(Please print names as you want them to appear on the stock certificate)
/ / REGISTERED IN THE NAME OF THE FOLLOWING:
Name ______________________________________________________________________
Address ___________________________________________________________________
Social Security Number/Brokerage Tax ID Number ____________________________
If for brokerage account, please list Account Number ______________________
ALL REGISTERED SHARES ARE TO BE FORWARDED TO MY HOME ADDRESS AS
SHOWN ABOVE.
___________________________________ _____________________________________
SIGNATURE DATE
PLEASE RETURN WHITE AND CANARY COPIES TO CORPORATE BENEFITS ADMINISTRATION
3RD FLOOR - 300 SIXTH AVENUE BUILDING
KEEP THE PINK COPY FOR YOUR RECORDS.
WHITE & CANARY - CORPORATE BENEFITS ADMINISTRATION PINK - EMPLOYEE
<PAGE> 1
EXHIBIT 5
September 1, 1995
Board of Directors
PNC Bank Corp.
One PNC Plaza
Fifth Avenue and Wood Street
Pittsburgh, Pennsylvania 15265
Ladies and Gentlemen:
This opinion is issued in connection with the Registration Statement on Form
S-8 (the "Registration Statement") of PNC Bank Corp. (the "Corporation") to be
filed with the Securities and Exchange Commission relating to the registration
of 1,149,074 shares of the Corporation's common stock, par value $5.00 ("PNC
Common Stock"), to be issued or sold to participants in the PNC Bank Corp.
Employee Stock Purchase Plan, as amended (the "Plan").
My opinion is rendered as of the date hereof and its applicability at future
dates is conditioned upon the nonoccurrence of any event which would affect the
validity of the issuance of PNC Common Stock under the Plan.
As Senior Vice President, Deputy General Counsel and Corporate Secretary of the
Corporation, I have examined the Corporation's Articles of Incorporation and
By-laws, each as amended to date, the Registration Statement and the Plan, and
I have reviewed the proceedings taken by the Corporation relating to the Plan,
including the resolutions adopted by the Corporation's Board of Directors with
respect thereto. I have also examined such records, certificates and other
documents that I have considered necessary or appropriate for the purposes of
this opinion.
Based upon the foregoing, I am of the opinion that, when the Registration
Statement has become effective in accordance with applicable law, the 1,149,074
shares of PNC Common Stock to be registered, when issued or sold pursuant to
and in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Opinion" in the Registration Statement and any Prospectus relating to the Plan.
Very truly yours,
/s/ WILLIAM F. STROME
William F. Strome
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement on Form S-8 and the related Prospectus of PNC Bank
Corp. for the registration of 1,149,074 shares of its common stock and to the
incorporation by reference therein of our report dated January 27, 1995, with
respect to the consolidated financial statements of PNC Bank Corp. incorporated
by reference in its Annual Report on Form 10-K for the year ended December 31,
1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
September 1, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 and the related Prospectus of PNC Bank
Corp. for the registration of 1,149,074 shares of its common stock and to the
incorporation by reference therein of our report dated January 18, 1995
(January 20, 1995 as to Note 28), with respect to the consolidated financial
statements of Midlantic Corporation and Subsidiaries ("Midlantic") incorporated
by reference to the Annual Report on Form 10-K of Midlantic for the
year ended December 31, 1994, filed with the Securities and Exchange
Commission, which are incorporated by reference to Amendment No. 1 to the
Current Report on Form 8-K dated as of July 10, 1995, of PNC Bank Corp. filed
with the Securities and Exchange Commission.
/s/ Coopers & Lybrand L.L.P.
New York, New York
August 31, 1995
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
PNC BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN
REGISTRATION STATEMENT
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or
Officers of PNC Bank Corp. (the "Corporation"), a Pennsylvania corporation,
hereby names, constitutes and appoints Walter E. Gregg, Jr., William F. Strome,
Melanie S. Cibik and Steven Kaplan, or each of them, with full power of
substitution, such person's true and lawful attorney-in-fact and agent to
execute in such person's name, place and stead, a Registration Statement on
Form S-8 (or other appropriate form) for the registration under the Securities
Act of 1933, as amended, of 1,149,074 shares of the Corporation's Common Stock,
par value $5.00 per share, to be issued in connection with the Corporation's
Employee Stock Purchase Plan adopted by the Corporation's Board of Directors,
and as amended, and to execute in such person's name, place and stead any and
all amendments to said Registration Statement.
And such persons hereby ratify and confirm all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.
Witness the due execution hereof by the following persons in the capacities
indicated as of this August 16, 1995.
<TABLE>
NAME/SIGNATURE CAPACITY
-------------- --------
<S> <C>
/s/ Thomas H. O'Brien
----------------------------------- Chairman, Chief Executive Officer
Thomas H. O'Brien and Director
/s/ Robert N. Clay
----------------------------------- Director
Robert N. Clay
/s/ William G. Copeland
----------------------------------- Director
William G. Copeland
/s/ George A. Davidson, Jr.
----------------------------------- Director
George A. Davidson, Jr.
</TABLE>
Power of Attorney - 1
<PAGE> 2
<TABLE>
<S> <C>
/s/ Dianna L. Green
-------------------------------- Director
Dianna L. Green
/s/ C. G. Grefenstette
-------------------------------- Director
C. G. Grefenstette
/s/ Thomas Marshall
-------------------------------- Director
Thomas Marshall
/s/ W. Craig McClelland
-------------------------------- Director
W. Craig McClelland
/s/ Donald I. Moritz
-------------------------------- Director
Donald I. Moritz
/s/ Jackson H. Randolph
-------------------------------- Director
Jackson H. Randolph
/s/ James E. Rohr
-------------------------------- President and Director
James E. Rohr
/s/ Roderic H. Ross
-------------------------------- Director
Roderic H. Ross
/s/ Vincent A. Sarni
-------------------------------- Director
Vincent A. Sarni
/s/ Richard P. Simmons
-------------------------------- Director
Richard P. Simmons
/s/ Thomas J. Usher
-------------------------------- Director
Thomas J. Usher
/s/ Milton A. Washington
-------------------------------- Director
Milton A. Washington
</TABLE>
Power of Attorney - 2
<PAGE> 3
<TABLE>
<S> <C>
------------------------------------- Director
Helge H. Wehmeier
</TABLE>
espps-8.msc
Power of Attorney - 3
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
PNC BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN
REGISTRATION STATEMENT
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
PNC Bank Corp. (the "Corporation"), a Pennsylvania corporation, hereby names,
constitutes and appoints Walter E. Gregg, Jr., William F. Strome, Melanie S.
Cibik and Steven Kaplan, or each of them, with full power of substitution, such
person's true and lawful attorney-in-fact and agent to execute in such person's
name, place and stead, a Registration Statement on Form S-8 (or other
appropriate form) for the registration under the Securities Act of 1933, as
amended, of 1,149,074 shares of the Corporation's Common Stock, par value $5.00
per share, to be issued in connection with the Corporation's Employee Stock
Purchase Plan adopted by the Corporation's Board of Directors, and as amended,
and to execute in such person's name, place and stead any and all amendments to
said Registration Statement.
And such person hereby ratifies and confirms all that said attorney-in-fact and
agent shall lawfully do or cause to be done by virtue hereof.
Witness the due execution hereof by the following person in the capacities
indicated as of this August 22, 1995.
/s/ Helge H. Wehmeier
-----------------------------
Name: Helge H. Wehmeier
Capacity: Director
-------------------
