<PAGE> 1
As filed with the Securities and Exchange
Commission on December 17, 1996
Registration No. 333-_______
----------------
---------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PNC BANK CORP.
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(Exact name of registrant as specified in its charter)
Pennsylvania 25-1435979
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One PNC Plaza, 249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
PNC Bank Corp. Supplemental
Incentive Savings Plan
PNC Bank Corp. and Affiliates
Deferred Compensation Plan
--------------------------
(Full title of the Plans)
Walter E. Gregg, Jr., Esquire
Executive Vice President
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
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(Name and address of agent for service)
(412) 762-2281
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(Telephone number, including area code, of agent for service)
Copy to:
Steven Kaplan, Esquire
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
202-942-5998
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount of
Securities To To be Price Offering Registration
Be Registered Registered(1) Per Share Price(1) Fee
<S> <C> <C> <C> <C>
Deferred $25,000,000 N/A $25,000,000 $ 7,575.76
Compensation
Obligations(2)
Deferred $25,000,000 N/A $25,000,000 $ 7,575.76
Compensation
Obligations(3)
Total Registration Fee $15,151.52
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the PNC Bank Corp. Supplemental Incentive
Savings Plan, as amended (the "Supplemental Incentive Plan") and the PNC Bank
Corp. and Affiliates Deferred Compensation Plan (the "Deferred Compensation
Plan").
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h).
(2) The Deferred Compensation Obligations are unsecured obligations of PNC Bank
Corp. to pay deferred compensation in the future in accordance with the terms
of the Supplemental Incentive Plan.
(3) The Deferred Compensation Obligations are unsecured obligations of PNC Bank
Corp. to pay deferred compensation in the future in accordance with the terms
of the Deferred Compensation Plan.
<PAGE> 3
INTRODUCTION
PNC Bank Corp. (the "Corporation" or the "Registrant") is filing this
Registration Statement because of the uncertainty as to whether the Deferred
Compensation Obligations would or should be considered "securities" or be
subject to registration under the Securities Act of 1933, as amended
("Securities Act"). The filing of this Registration Statement is not an
admission by the Registrant that the Deferred Compensation Obligations are
securities or are subject to the registration requirements of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1995;
(ii) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1996, June 30, 1996, and September 30, 1996;
(iii) Current Reports on Form 8-K dated April 17, 1996, July 15, 1996,
October 7, 1996, and October 10, 1996; and
(iv) The description of the Corporation's Common Stock contained in
the Corporation's Registration Statement on Form 8-A filed on
September 24, 1987, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
of the securities offered hereby has been sold or which withdraws from
registration such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
<PAGE> 4
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Set forth below is a summary of the $25,000,000 of deferred compensation
obligations ("Deferred Compensation Obligations") created pursuant to the PNC
Bank Corp. Supplemental Incentive Savings Plan, as amended, effective November
21, 1996 (the "Supplemental Incentive Plan") and $25,000,000 of Deferred
Compensation Obligations created pursuant to the PNC Bank Corp. and Affiliates
Deferred Compensation Plan, effective November 21, 1996 (the "Deferred
Compensation Plan"), and registered under this Registration Statement. This
summary is qualified in its entirety by reference to the terms of the
Supplemental Incentive Plan and the Deferred Compensation Plan, filed as
Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated herein by
reference.
Certain members of management and other highly compensated employees of
the Corporation and its subsidiaries are permitted to defer certain
compensation pursuant to the Supplemental Incentive Plan and to defer certain
annual incentive awards pursuant to the Deferred Compensation Plan. The
Supplemental Incentive Plan and the Deferred Compensation Plan are referred to
herein collectively as the "Plans."
When an employee makes a deferral election under either Plan, the
Corporation retains the amount deferred and credits the value of such amount by
book entry to an account maintained under the appropriate Plan for the employee
by the Corporation. The Corporation then assumes a general, unsecured obligation
to pay the employee (a "Participant") in the future the deferred amount in
accordance with the terms of the Plan under which compensation or awards were
deferred, as adjusted during the deferred period in accordance with applicable
investment measures as selected by the Participant.
Both Plans are unfunded, and payments of the Deferred Compensation
Obligations are made from the general assets of the Corporation. Each
Participant is a general unsecured creditor of the Corporation with a claim
against the Corporation for the amount he or she has deferred, as adjusted
during the deferral period in accordance with applicable investment measures as
selected by the Participant. The Deferred Compensation Obligations are
unsecured general obligations of the Corporation and rank pari passu with other
unsecured and unsubordinated indebtedness of the Corporation from time to time
outstanding. There are various legal limitations on the extent to which the
Corporation's banking subsidiaries may extend credit, pay dividends or
otherwise supply funds to the Corporation.
Participant accounts are valued each quarter (and at such other times as
determined by the Corporation) to reflect the performance during the quarter,
whether positive or negative, of selected investment measures. The
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Corporation in its sole discretion determines the investment measures available
under the Plans. Each Participant may elect to allocate his or her account
among the available measures and may change the allocation in accordance with
the terms of the Plans. Account balances are adjusted as though actually
invested in the investments used as measures, but no investment of funds
outside the Corporation occurs.
Participants may not assign or transfer the Deferred Compensation
Obligations, other than by designating a beneficiary or beneficiaries to
receive payment if a Participant dies before receiving full payment of the
amount credited to his or her account, and the Deferred Compensation
Obligations shall not be subject to alienation, encumbrance, garnishment,
attachment, execution or levy of any kind, voluntary or involuntary, except
when, where and if compelled by applicable law.
Payment of Deferred Compensation Obligations generally is made at the time
and in the manner elected by Participants at the time of the deferral election
as permitted by the Plans. Payment elections may not be changed. If a
Participant terminates employment with the Corporation other than by reason of
death, disability or retirement, the value of such Participant's account
ordinarily will be distributed to the Participant in accordance with the terms
of the applicable Plan. In limited circumstances of severe financial hardship,
at the discretion of the respective Plan Committees (as defined below), all or
a portion of the value of a Participant's account may be distributed earlier
than originally elected.
The Deferred Compensation Obligations are not convertible into securities
of the Corporation, and Participants have no voting rights with respect to the
Deferred Compensation Obligations. The Deferred Compensation Obligations will
not have the benefit of a negative pledge or any other affirmative or negative
covenant on the part of the Corporation. No trustee has been appointed having
authority to take action with respect to the Deferred Compensation Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any request for
consents, waivers or amendments pertaining to the Deferred Compensation
Obligations, enforcing covenants and taking action upon a default.
The Plans require that the Corporation shall be obligated to require any
successor-in-interest to all or substantially all of the business or assets of
the Corporation to expressly assume and agree to perform the Plans in the same
manner and to the same extent that the Corporation would be required to perform
in the event no such succession had taken place.
The Supplemental Incentive Plan is administered by the Administrative
Committee, consisting of at least three persons appointed by the Corporation's
Chief Executive Officer. The Deferred Compensation Plan is administered by the
Personnel and Compensation Committee of the Corporation's Board of Directors.
Each Plan also has a Plan Manager.
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The Corporation has full discretionary authority to interpret the Plans,
to establish rules and regulations relating to the Plans, and to make all other
determinations and take all other actions necessary or appropriate for the
proper administration of the Plans. The Plans may be amended or terminated at
any time and from time to time, except that no such amendment may adversely
affect a Participant's rights with respect to outstanding Deferred Compensation
Obligations credited to a Participant's account as of the date of such
amendment or termination without prior consent by the Participant. After a
change in control of the Corporation, the Plans may not be amended in any
manner that adversely effects the administration of payment of a Participant's
benefits under the Plans without the consent of the Participant.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities of the Corporation being registered hereby
has been passed upon by Melanie S. Cibik, Esq., Senior Counsel to the
Corporation. As of September 30, 1996, Miss Cibik beneficially owned 693 shares
of the Corporation's common stock under the Corporation's employee plans.
The consolidated financial statements of the Corporation incorporated by
reference in the Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1995 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
herein. Such financial statements are incorporated herein by reference in
reliance upon the report of Ernst & Young LLP pertaining to such financial
statements given upon the authority of such firm 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
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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
foregoing descriptions are general summaries only. Reference is made to the
full text of the Corporation's By-laws incorporated herein by reference.
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.
Section 9(c) of the Deferred Compensation Plan provides that the Board of
Directors of the Corporation shall not be liable to any person for any action
taken or admitted in connection with the administration, interpretation,
construction or variance of the Deferred Compensation Plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Index of Exhibits of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) 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 (i) and (ii) 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,
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; and
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5. 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 foregoing provisions, 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 proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, 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
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, Commonwealth of Pennsylvania, on
December 17, 1996.
PNC BANK CORP.
By: /s/ THOMAS H. O'BRIEN
-----------------------
Thomas H. O'Brien
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 17, 1996.
Signature Title
- --------- -----
/s/ THOMAS H. O'BRIEN
- --------------------------
Thomas H. O'Brien Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ ROBERT L. HAUNSCHILD
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Robert L. Haunschild Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ WILLIAM J. JOHNS
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William J. Johns Senior Vice President and
Chief Accounting Officer
(Principal Accounting
Officer)
*
- --------------------------
Paul W. Chellgren Director
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- --------------------------
Robert N. Clay Director
*
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George A. Davidson, Jr. Director
*
- --------------------------
David F. Giard-diCarlo Director
*
- --------------------------
Dianna L. Green Director
*
- --------------------------
C.G. Grefenstette Director
*
- --------------------------
Arthur J. Kania Director
*
- --------------------------
Bruce Lindsay Director
*
- --------------------------
Thomas Marshall Director
*
- --------------------------
W. Craig McClelland Director
*
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Donald I. Moritz Director
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*
- --------------------------
Jackson H. Randolph Director
*
- --------------------------
James E. Rohr Director
*
- --------------------------
Roderic H. Ross Director
- --------------------------
Vincent A. Sarni Director
*
- --------------------------
Garry J. Scheuring Vice Chairman and Director
*
- --------------------------
Richard P. Simmons Director
*
- --------------------------
Thomas J. Usher Director
*
- --------------------------
Milton A. Washington Director
*
- --------------------------
Helge H. Wehmeier Director
*By /s/ MELANIE S. CIBIK
----------------------
Melanie S. Cibik
(Attorney-in-Fact)
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<PAGE> 13
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the PNC Bank Corp. Supplemental Incentive Savings Plan, as
amended, has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania on December 17, 1996.
PNC BANK CORP. SUPPLEMENTAL
INCENTIVE SAVINGS PLAN
By: /s/ WILLIAM E. ROSNER
------------------------
William E. Rosner
Member, Administrative
Committee
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the PNC Bank Corp. and Affiliates Deferred Compensation Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
of Pennsylvania on December 17, 1996.
PNC BANK CORP. AND AFFILIATES
DEFERRED COMPENSATION PLAN
By: /s/ JAMES S. GEHLKE
------------------------
James S. Gehlke
Plan Manager
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INDEX OF EXHIBITS
-----------------
Exhibit 4.1 PNC Bank Corp. Supplemental Incentive Savings Plan, as
amended, filed herewith.
Exhibit 4.2 PNC Bank Corp. and Affiliates Deferred Compensation Plan,
filed herewith.
Exhibit 5 Opinion of Melanie S. Cibik, Esq., Senior Counsel to the
Corporation, with respect to the legality of the Deferred
Compensation Obligations being registered, filed herewith.
Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors, filed
herewith.
Exhibit 23.2 Consent of Melanie S. Cibik, Esq., contained in her opinion
filed as Exhibit 5 hereto.
Exhibit 24.1 Power of Attorney (Supplemental Incentive Plan) of certain
officers and directors of the Corporation, filed herewith.
Exhibit 24.2 Power of Attorney (Deferred Compensation Plan) of certain
officers and directors of the Corporation, filed herewith.
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<PAGE> 1
EXHIBIT 4.1
PNC FINANCIAL CORP
SUPPLEMENTAL INCENTIVE SAVINGS PLAN
1. Purpose of the Plan
The purpose of the PNC Financial Corp Supplemental Incentive Savings Plan
(the "Plan") is to further the long-term growth and enhance the performance of
PNC Financial Corp ("Corporation") by providing those participants in the PNC
Financial Corp Incentive Savings Plan ("Incentive Plan") with the benefits and
contributions they would have received under the Incentive Plan without regard
to the limitations imposed by Sections 401(k), 401(m), 402(g) and 415(c), (d)
and (e) of the Internal Revenue Code of 1986, as amended (the "Code"). This
Plan is intended to be an unfunded deferred compensation plan for a select
group of management or highly compensated employees.
2. Definitions
As used in this Plan, initially capitalized terms which are not otherwise
defined herein shall have the meaning given to them in the Incentive Plan. The
following words and phrases shall have the meanings assigned to them herein,
unless the context otherwise requires.
(a) "Account" means that bookkeeping account established for each
Participant who is entitled to a benefit under this Plan. An Account
is established only for purposes of determining benefits hereunder and
not to segregate assets or to identify assets that may or must be used
to
<PAGE> 2
satisfy benefits. An Account will be credited with the amounts set
forth in Section 4 hereof and will be credited or debited to reflect
deemed investment results under Section 7 hereof.
(b) "Affiliates" means any business entity whose relationship with the
Corporation is described in subsections (b), (c) or (m) of Section 414
of the Code and shall initially include the entities described on
Exhibit A hereto.
(c) "Board" means the Board of Directors of the Corporation as from time
to time designated. However, when used with respect to a
participating Employer, the term "Board" means the governing body of
that entity.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(e) "Committee" means the Committee appointed to administer the Plan under
Section 11 hereof.
(f) "Corporation" means PNC Financial Corp, a Pennsylvania corporation.
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(g) "Compensation" means the base pay or salary paid by the Employer to an
Employee during a Plan Year, but shall exclude overtime pay, premium
pay, shift differential, bonuses, incentive or other contingent
compensation, commissions, prizes, severance pay and contributions to
any pension plan or welfare plan sponsored by the Employer.
(h) "Deferral Election" means a Participant's election under the Incentive
Plan to defer up to six percent (6%) of his Compensation.
(i) "Deferral Election Form" means the document whereby an Employee elects
to defer a percentage of his Compensation under the Incentive Plan.
Such form shall set forth the amount/percent of Compensation that the
employee elects to defer and such other information as the Employer or
Committee may require.
(j) "Disability" means a medically determinable physical or mental
condition of such severity and probably prolonged duration as to
entitle a Participant to receive disability payments under a long-term
disability income plan maintained by an Employer with respect to that
Employee.
(k) "Employee" means any person employed by the Corporation or an
Affiliate.
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<PAGE> 4
(l) "Employer" means PNC Financial Corp, a Pennsylvania corporation, any
successor in interest thereto and any participating subsidiary.
(m) "Participant" means an Employee who meets the eligibility criteria set
forth in Section 3 hereof.
(n) "Plan" means the PNC Financial Corp Supplemental Incentive Savings
Plan, as amended from time to time.
(o) "Plan Year" means the calendar year.
(p) "Trust" or "Trust Agreement" means the PNC Financial Corp
[Supplemental] Trust.
3. Participation
Each Employee whose benefits or contributions under the Incentive Plan are
limited by reason of paragraph (a), (b) or (c) below shall be eligible to
participate in the Plan. An Employee is eligible to participate if either:
(a) Employer Contributions or Employer Matching Contributions made on
behalf of a Participant under the Incentive Plan would exceed the
limits of Sections 415(c) and (e) of the Code (determined without
regard to
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<PAGE> 5
Section 401(a)(17) of the Code), and/or the Participant's share of
Employer Contributions is reduced because of such Participant's
Compensation deferral under this Plan; or
(b) Elective Contributions or Employer Matching Contributions contributed
by the Corporation or an Affiliate on behalf of the Participant under
the Incentive Plan are less than six percent (6%) of the Participant's
Compensation due to the limitation imposed by Section 402(g) of the
Code; or
(c) Elective Contributions or Employer Matching Contributions are
precluded from being contributed by the Corporation or an Affiliate on
behalf of the Participant under the Incentive Plan due to the
limitation contained in Section 401(k) or 401(m) of the Code.
(d) Participants who were employed by the Corporation on December 31, 1988
and who became Participants in the Plan during the 1989 Plan Year may
make a single irrevocable election to defer under this Plan all, but
not less than all, of their Cash Profit Sharing Distribution (as that
term is defined in Section 1.11 of the Incentive Plan) for 1989 and
succeeding years on the same terms and conditions as set forth in
Section 4.1(b) of the Incentive Plan.
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<PAGE> 6
4. Benefits
(a) If Employer Contributions or Employer Matching Contributions allocated
to a Participant's Account under the Incentive Plan are reduced for
any Plan Year to conform to Sections 415(c) and (e) of the Code and/or
because of such Participant's election to defer a portion of his
Compensation under this Plan, the Corporation will credit the
Participant's account under this Plan with an amount equal to the
amount of Employer Contributions and Employer Matching Contributions
to which the Participant would have been entitled pursuant to his
Deferral Election Form under the Incentive Plan if (A) Section
401(a)(17) and Section 415 of the Code were not applicable and (B) the
Participant had not elected to make any deferrals under this Plan.
(b) If a Participant has elected Elective Contributions pursuant to his
Deferral Election Form under the Incentive Plan in an amount of 6% or
more of such Participant's Compensation and the actual Elective
Contributions to the Incentive Plan are less than six percent (6%) of
such Participant's Compensation because of the operation of Section
402(g) of the Code, the Participant may defer under this Plan an
amount equal to the difference between the maximum amount that he
could defer under the Incentive Plan and six percent (6%) of such
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<PAGE> 7
Participant's Compensation for the Plan Year in which Section 402(g) of
the Code affects his Elective Contributions. In no circumstances may a
Participant defer more than six percent (6%) of his Compensation under
this Plan.
(c) If all or any portion of a Participant's Elective Contributions to the
Incentive Plan in any amount are less than the amount the Participant
elected to defer because of the operation of Section 401(k) or 401(m)
of the Code, the Participant may elect to defer under this Plan an
amount equal to the difference between the maximum amount that he
could have elected to defer under the Incentive Plan and six percent
(6%) of such Participant's Compensation for the Plan Year in which
Section 401(k) or 401(m) of the Code affects his Elective
Contributions. The Company shall also make corresponding Matching
Contributions equivalent to the Participant's Elective Contribution to
this Plan; provided, however, that under no circumstances will the
Participant be permitted to defer more than six percent (6%) of his
Compensation to this Plan.
5. Distribution; Vesting
(a) The amount to which the Participant or his Beneficiary is entitled
under this Plan will be paid at such time and in such manner as
benefits are
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<PAGE> 8
being paid to the Participant or his Beneficiary under the Incentive
Plan, provided that no amount shall be paid hereunder prior to the
Participant's retirement, death or other separation from service or, if
earlier, the Participant's entitlement to payment of any amount under
the Incentive Plan by reason of disability.
(b) Amounts in a Participant's Account shall be fully vested at all times.
6. Hardship Distributions
At its sole discretion and at the request of a Participant before and after
the Participant's cessation of employment with the Employer, or at the request
of any of the Participant's Beneficiaries after the Participant's death, the
Committee may accelerate and pay all or part of any amount of a Participant's
Accounts under this Plan. Accelerated distributions may be allowed only in the
event of a financial emergency beyond the Participant's (or Beneficiary's)
control and only if the failure to make such a distribution would create a
severe hardship for the Participant or Beneficiary. The amount of an
accelerated distribution will be limited to the amount determined by the
Committee to be necessary to satisfy the financial emergency.
7. Investment Funds
Amounts credit to a Participant's Account under this Plan shall be deemed to
be invested in the same investment fund or funds selected by the Participant
under the
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<PAGE> 9
Incentive Plan (as in effect at the time that contribution would have been made
on the Participant's behalf under the Incentive Plan were it not for the
limitations described in Section 4 herein). In the event that a Participant
elects to change the investment of amounts accumulated under the Investment
Plan, such change shall be applicable to amounts held in his Account under this
Plan.
8. Changes to Limitations of Contributions and Benefits
(a) When Code Sections are referenced herein, it is intended that these
references shall be to such Sections as they may be amended from time
to time, in order that the determination of benefits payable under the
Plan shall taken into account any amendments to limitations of
contributions or benefits imposed by Section 402 or 415 of the Code.
(b) Without restricting the generality of Section 8(a), references in the
Plan to Section 415(c) of the Code shall also reference Section 415(d)
of the Code with the amounts therein adjusted pursuant to Section
415(d) of the Code.
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<PAGE> 10
9. Determination of the Corporation's Obligations
(a) The Committee shall establish a bookkeeping account for each
Participant to reflect his interest under the Plan.
(b) The Committee shall determine the value of the Participant's Account
on a quarterly basis as of the last day of each calendar quarter.
10. Administration of the Plan
Committee. The general administration of the Plan and the responsibility
for carrying out the provisions of the Plan shall be placed with the Committee
appointed under Section 12.1 of the Incentive Plan. The Committee shall have
the same rights, powers and duties as specified in Article XII of the Incentive
Plan.
11. Conditions and Other Matters
(a) Except as provided for in subsection (c) below, the right of any
Participant or Beneficiary to any payment under the Plan shall not be
subject in any manner to alienation, sale, transfer, assignment,
pledge, attachment, garnishment, execution or encumbrance of any kind.
(b) Participation in the Plan does not give any person any right to be
retained in the service of the Corporation or any Affiliate. The
right
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<PAGE> 11
and power of the Corporation or any Affiliate to terminate any Employee
is expressly reserved.
(c) If the Corporation chooses to contribute to a trust fund to offset its
obligations under this Plan, all assets or property held by the Trust
shall at all times remain subject to the claims of the general
creditors of the Corporation or an Affiliate. The rights or interest
of a Participant or a Beneficiary to receive payment of benefits under
the Plan shall be no greater than the rights of any unsecured general
creditor of the Corporation or an Affiliate. No Participant or
Beneficiary shall have any rights to assets held by the Trust, other
than as set forth in the Trust Agreement.
(d) Any amount deferred and/or payable under this Plan shall not be
considered Compensation for the purpose of computing benefits to which
such Participant may be entitled under any qualified pension plan (as
that term is defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended) or other arrangement of the
Corporation or an Affiliate for the benefit of Employees, except as
specified in such plan or arrangement.
(e) The Corporation or an Affiliate shall have the right to deduct from
payment of any amount under the Plan any taxes required by law to be
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<PAGE> 12
withheld from a Participant or Beneficiary with respect to such
payment.
(f) Whenever possible, each provision of this Plan shall be interpreted in
such manner as to be effective and valid under applicable law
(including the Code), but if any provision of the Plan shall be held
to be prohibited by or invalid under applicable law, then (i) such
provision shall be deemed to be amended to, and to have contained from
the outset such language as shall be necessary to, accomplish the
objectives of the provision as originally written to the fullest
extent permitted by law and (ii) any other provisions of this Plan
shall remain in full force and effect.
(g) No rule of strict construction shall be applied against the
Corporation, Affiliate, Committee, Board or any other person regarding
the interpretation of any terms of this Plan or any rule or procedure
established by the Committee.
(h) Whenever, in the Committee's opinion, any person entitled to receive
any payment is under a legal disability, a minor, or incapacitated in
any way, so as to be unable to manage his financial affairs, the
Corporation or an Affiliate, at its discretion, may make such payment
for the benefit
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<PAGE> 13
of such person to his legal representative, or to a relative or friend
of such person for his benefit, or it may apply the payment for the
benefit of such person in any manner it deems advisable. When the
Corporation or an Affiliate makes any payment pursuant to this
subsection, it shall be considered as a complete discharge of its
liability for the making of such payments under the Plan.
(i) The Plan shall be construed according to the laws of the Commonwealth
of Pennsylvania, except to the extent superseded by applicable federal
laws.
(j) All notices to the Corporation hereunder shall be delivered to the
attention of the Committee. Any notice or filing required or
permitted to be given to the Committee or the Corporation under this
Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the Committee, at the principal
office of the Corporation. Such notice shall be deemed given as of
the date of delivery or, if delivery is made by mail, as of the date
shown on the postmark or the receipt for registration or
certification.
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<PAGE> 14
(k) Where the context allows, words in the masculine gender shall include
the feminine and neuter genders, the plural shall include the singular
and the singular shall include the plural.
(l) The captions of Sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or
construction of any of its provisions.
(m) Any action required or permitted by the Committee under the Plan shall
be made by a majority of the members of the Committee.
(n) The provisions of the Plan shall bind and inure to the benefit of the
Corporation and any Affiliate and their successors and assigns. The
term "successors" as used herein shall include any corporation or
other business entity which shall be formed by merger, consolidation,
purchase or otherwise, acquire all or substantially all of the
business and assets of the Corporation or any Affiliate and successors
of any such corporation or other business entity.
(o) Any and all payments from the Trust pursuant to the Plan shall be made
only from the general assets of the Corporation. All accounts under
the Plan shall be for bookkeeping purposes only and shall not
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<PAGE> 15
represent a claim against specific assets of the Corporation. Except
as specifically provided with respect to the Trust, nothing contained
in this Plan shall be deemed to create a trust of any kind or create
any fiduciary relationship.
12. Amendment and Termination
The Corporation retains the right to modify, amend or terminate the Plan;
provided, however, that no modification, amendment or termination shall,
without the consent of the Participant, adversely affect the rights of that
Participant to the benefits that have accrued under this Plan before such
modification, amendment or termination. Notice of every such modification,
amendment or termination shall be given in writing to each Participant.
13. Spendthrift Clause
The interests of Participant and their Beneficiaries under the Plan are not
in any way subject to their debts or other obligations and may not be
voluntarily or involuntarily sold, transferred, or assigned, except to the
extent otherwise required by law.
14. Effective Date
The Plan shall be effective as of January 1, 1989.
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<PAGE> 16
IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed by
its duly authorized officers and its corporate seal to be affixed hereto this
9th day of August, 1990.
ATTEST: PNC FINANCIAL CORP.
/s/ LOIS D. CURLEY By: /s/ JOSEPH A. RICHARDSON, JR.
- ------------------------------ ------------------------------
Title: Senior Vice President/Secretary
-------------------------------
(Corporate Seal)
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<PAGE> 17
EXHIBIT A
Advanced Investment Management, Inc.;
Central Trust Company, Central Ohio;
CFC Financial Services, Inc.;
Citizens Fidelity Bank & Trust Company;
Citizens Fidelity Bank and Trust Company Hardin County;
Citizens Fidelity Bank and Trust Company Lexington;
Citizens Fidelity Bank and Trust Company Madison County;
Citizens Fidelity Bank and Trust Company Mercer County;
Citizens Fidelity Bank and Trust Company Oldham County;
Citizens Fidelity Bank and Trust Company Winchester;
Citizens Fidelity Capital Markets, Inc.;
Citizens Fidelity Corporation;
Citizens Fidelity Florida, Inc.;
Citizens Fidelity Leasing Corporation;
Citizens Fidelity (Ohio), N.A.;
Marine Bank;
Norbanc Lease, Inc.;
Northeastern Bank of Pennsylvania;
Pittsburgh National Bank;
PNB Brokerage Services, Inc.;
PNC Capital Corp;
PNC Financial Corp;
PNC International Bank;
PNC Leasing Corp;
PNC National Bank;
PNC National Bank of New Jersey;
PNC Trust Company of Florida, National Association;
PNC Trust Company of New York;
Provident Capital Management, Inc.;
Provident Financial Processing Corporation;
Provident Institutional Management Corporation;
Provident National Corporation;
Regency Consumer Discount Company, Inc.;
The Central Bancorporation, Inc.;
The Central Trust Company, Boone County;
The Central Trust Company, N.A.;
The Central Trust Company of Kenton County, N.A.;
The Central Trust Company of Northeastern Ohio, N.A.;
The Central Trust Company of Northern Ohio, N.A.;
The Central Trust Company of Southeastern Ohio, N.A.;
The First Bank and Trust Co.;
The Hershey Bank;
The Provident National Bank;
Trade$aver, Inc.
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<PAGE> 18
November 21, 1996
Amendment to the PNC Financial Corp
Supplemental Incentive Savings Plan
WHEREAS, PNC Bank Corp. (the "Corporation") maintains the PNC Financial
Corp Supplemental Incentive Savings Plan (the "Plan"); and
WHEREAS, Section 12 of the Plan authorizes the Corporation to amend the
Plan at any time; and
WHEREAS, it has been determined that it is in the best interest of the
Corporation to amend the Plan to clarify that the Corporation may establish and
fund a grantor trust to provide a source of funds for the payment of benefits
under the Plan and to make certain other changes;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The Plan is hereby renamed the "PNC Bank Corp. Supplemental Incentive
Savings Plan" and all references in the Plan" to "PNC Financial Corp" are
hereby changed to "PNC Bank Corp."
2. Section 1(p) of the Plan is hereby deleted in its entirety.
3. Clause (a) of Section 3 of the Plan and Section 4(a) of the Plan are
hereby amended to add "and/or Section 401(a)(17) of the Code" after the words
"Compensation deferral under this Plan" in clause (a) of Section 3 and after
the words "Compensation under this Plan" in Section 4(a).
4. Section 5 of the Plan is hereby amended to add the word "Plan" after
the word "Incentive" in the last place such word appears in such Section.
5. Section 7 of the Plan is hereby amended to replace the word
"Investment" with the word "Incentive."
6. Section 11(o) of the Plan is hereby deleted in its entirety and Section
11(c) of the Plan is hereby amended to read as follows:
<PAGE> 19
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(c) In the sole discretion of the Corporation, the Corporation may
establish a nonqualified grantor trust and make contributions thereto for
the purpose of providing a source of funds to pay benefits as they become
due and payable hereunder; provided, however, that no such trust shall
result in a Participant being required to include in gross income for
Federal income tax purposes any benefits payable hereunder prior to the
date of actual payment. Notwithstanding the establishment of any such
trust, Participants' rights hereunder shall be solely those of a general
unsecured creditor of the Corporation and/or its Affiliates. It is the
intention of the Corporation and Participants hereunder that the Plan be
unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.
7. Section 12 of the Plan is hereby amended to add the following at the
end thereof:
After a Change in Control the Plan may not be amended in any manner
that adversely affects the administration or payment of a Participant's
previously accrued benefits hereunder (including but not limited to the
timing and form of payment of such benefits hereunder) without the consent
of the Participant nor may the provisions of this Section 12 and Section
15 hereof be amended after a Change in Control with respect to a
Participant without the written consent of the Participant; provided,
however, that the failure of a Participant to consent to any such
amendment shall not impair the ability of the Board of Directors of the
Corporation to amend the Plan with respect to any other Participant who
has consented to such amendment. For purposes of this Section 12, the
term "Change in Control" shall have the meaning assigned to such term in
the PNC Bank Corp. Supplemental Executive Retirement Income and Disability
Plan as of the date hereof.
<PAGE> 20
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8. A new Section 15 is hereby added to the Plan to read as follows:
15. Successors
In addition to any obligations imposed by law upon any successor(s) to
the Corporation and its Affiliates, the Corporation and its Affiliates
shall be obligated to require any successor(s) (whether direct or
indirect, by purchase, merger, consolidation, operation of law, or
otherwise) to all or substantially all of the business and/or assets of
the Corporation and its Affiliates to expressly assume and agree to
perform this Plan in the same manner and to the same extent that the
Corporation and its Affiliates would be required to perform it if no such
succession had taken place; in the event of such a succession, references
to "Corporation" and "Affiliates" herein shall thereafter be deemed to
include such successor(s).
IN WITNESS WHEREOF, PNC Bank Corp. has caused this Amendment to the PNC
Financial Corp Supplemental Incentive Savings Plan to be duly adopted as of
this 21st day of November, 1996.
PNC BANK CORP.
By:
-----------------------
WITNESS:
- -------------------------
<PAGE> 1
EXHIBIT 4.2
PNC BANK CORP. AND AFFILIATES
DEFERRED COMPENSATION PLAN
PNC Bank Corp. (the "Corporation") and certain of its Affiliates previously
established a deferred compensation arrangement in 1988 for individuals who are
members of the Senior Executive Group and Key Management Group (the "Prior
Program"), and hereby formalizes and amends and restates the Prior Program as
the PNC Bank Corp. and Affiliates Deferred Compensation Plan (the "Plan"),
effective this 21st day of November, 1996, which is intended to be an unfunded
deferred compensation plan for a select group of management or
highly-compensated employees, for purposes of the Internal Revenue Code of
1986, as amended (the "Code") and Title I of the Employee Retirement Income
Security Act of 1974, as amended.
W I T N E S S E T H:
1. Definitions. The following words shall have the meanings assigned
to them herein, unless the context requires otherwise:
a. "Account" means the bookkeeping account established
for each Participant who is entitled to a benefit under the Plan. An Account
will be credited with Deferral Amounts and will be credited or debited to
reflect deemed investment results in accordance with Section 6. A Participant's
"Account" shall also include amounts deferred
<PAGE> 2
under deferral elections made before January 1, 1996, which pre-1996 deferrals
shall be accounted for separately from Deferral Amounts for and after 1996.
b. "Affiliate" means any business entity whose
relationship with the Corporation is described in subsections (b), (c) or (m) of
Section 414 of the Code.
c. "Annual Incentive Award" means any annual incentive
award granted to a Participant under the Corporation's 1994 Annual Incentive
Award Plan (which includes deferrals made under the arrangements commonly
referred to both before and after 1994 as the Senior Executive Group Annual
Incentive Award Program and the Key Management Group Annual Incentive Award
Program), under the Corporation's 1996 Executive Incentive Award Plan, any other
annual cash bonus or incentive compensation payment that may be designated by
the Plan Manager as eligible for deferral hereunder, and amounts payable under
section 5.2(b)(iv) of any Severance Agreement.
d. "Beneficiary" or "Beneficiaries" means the individual
or individuals designated by the Participant to receive the balance of the
Participant's account upon the Participant's death, in accordance with Section
6.
e. "Board" means the Board of Directors of the
Corporation as from time to time designated.
f. "Change in Control" shall have the meaning given such
term in the PNC Bank Corp. Supplemental Retirement Income and Disability Plan.
g. "CIC Trigger Event" shall have the meaning given such
term in the Trust Agreement.
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<PAGE> 3
h. "Committee" means the Personnel and
Compensation Committee of the Board.
i. "Corporation" means PNC Bank Corp., a Pennsylvania
corporation, its successors and assigns.
j. "Coverage Period" shall mean the period beginning
with a CIC Trigger Event and continuing for a period that is two (2) years after
an actual Change in Control.
k. "Deferral Amount" means the amount credited to a
Participant's Account in accordance with his Deferral Election. The term
"Deferral Amount" shall not include any gains or losses credited or debited
thereto.
l. "Deferral Election" means a Participant's election to
defer all or a portion of his Annual Incentive Award.
m. "Deferral Election Form" means the document, in a
form approved by the Plan Manager, whereby the Participant elects to defer all
or a portion of any Annual Incentive Award, which designates when payment of the
portion of his Account attributable to such Deferral Amount, including earnings
thereon, will commence, and the form of payment.
n. "Disability" means the Participant's eligibility to
receive benefits under the Employer's long-term disability plan.
o. "Distribution Date" means the annual payment date
designated by the Participant on his Deferral Election Form for all
distributions, except for distributions
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on account of Hardship. A Participant may designate January 15 or July 15 as
the applicable annual Distribution Date.
p. "Employee" means any person employed by an Employer.
q. "Employer" means the Corporation and any Affiliate
which has been designated by the Plan Manager as an Employer hereunder.
r. "Hardship" means severe financial hardship to the
Participant resulting from a sudden and unexpected illness of the Participant or
one of the Participant's dependents (within the meaning of Section 152(a) of the
Code), or an accident involving the Participant or a Participant's dependent,
loss of a Participant's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant. The circumstances that will constitute Hardship shall
depend upon the facts of each case, but, in any case, Hardship will not exist to
the extent that such hardship is or may be relieved --
(a) Through reimbursement or compensation by insurance or
otherwise,
(b) By liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship, or
(c) By cessation of deferrals under this Plan or other
plans maintained by the Employer. The Committee shall have the sole and absolute
discretion to determine whether a Hardship exists.
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<PAGE> 5
s. "Participant" means any Employee who meets the
eligibility criteria set forth in Section 3 and/or has an Account under the
Plan.
t. "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.
u. "Retirement" means that the Participant has attained
age 55 and is eligible to commence pension benefits under the PNC Bank Corp.
Pension Plan, as the same may be amended from time to time.
v. "Severance Agreement" means any Change in Control
Severance Agreement between the Corporation and an executive of the Corporation.
w. "Severance From Service" means a Participant's
termination of employment with PNC Bank Corp. and all of its Affiliates on
account of Retirement, Disability or other termination of employment.
x. "Spouse" means the person to whom the Participant is
legally married (as determined under the laws of the state in which he is a
resident at the time of marriage).
y. "Trust" or "Trust Agreement" means the Trust
Agreement between PNC Bank Corp., as settlor (formerly known as PNC Financial
Corp.), and NationsBank (formerly known as NCNB National Bank of North
Carolina), as Trustee, as the same may be amended from time to time.
2. Eligibility for Participation. Any Employee who is a member of
the Senior Executive Group or Key Management Group will be eligible to
participate in the Plan.
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<PAGE> 6
The Plan Manager may from time to time expand or limit the above-mentioned
group; provided, however, that no Employee who is not a member of the Senior
Executive Group or Key Management Group will be eligible to participate in the
Plan unless he has historically earned or is anticipated to earn annual total
compensation in the year for which a Deferral Election is made of at least One
Hundred Thousand Dollars ($100,000), or such other greater amount as may be
designated by the Committee from time to time. The decision as to whether an
Employee is eligible to participate in the Plan is reserved by the Plan Manager
in his sole and absolute discretion.
3. Deferral Election. Any Employee who is eligible to participate in
the Plan pursuant to the criteria set forth in Section 2 may elect to defer
payment of all or any part of an Annual Incentive Award; provided, however, that
a Participant's Deferral Amount may not be less than $5,000 for any year. Except
for Deferral Election Forms for any Annual Incentive Award payable under a
Severance Agreement, a Participant's Deferral Election Form must be received by
the Plan Manager prior to January 1 of each calendar year. Except for Deferral
Election Forms for any Annual Incentive Award payable under a Severance
Agreement, any Deferral Election Form shall apply only to any Annual Incentive
Award granted to the Participant for the calendar year beginning on such January
1. Notwithstanding the foregoing, in the calendar year in which an Employee
first becomes eligible to be a Participant hereunder, the Deferral Election Form
must be received by the Plan Manager within thirty (30) days after the Employee
first becomes eligible, in order to be effective for any Annual Incentive Award
granted for such calendar year. Each Deferral Election Form shall also specify
the year in which payment shall commence, the form of
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<PAGE> 7
distribution and the applicable annual Distribution Date. A Deferral Election
Form for any Annual Incentive Award payable under a Severance Agreement will be
valid only if it is received by the Plan Manager either 30 days after the date
of the Severance Agreement or at least one year before the Participant's "Date
of Termination," as that term is defined in the Severance Agreement.
4. Distribution of Deferral Amounts and Participant Accounts.
a. Distribution Deferral Elections. Distributions of a
Participant's Account attributable to any Deferral Amount shall commence in
accordance with the Participant's Deferral Election Form; provided, however,
that no Participant may elect to defer the payment of any Deferred Amount for a
period of less than one (1) year, and, provided, further, that if the
Participant fails to select a time when payment of a Participant's Account
attributable to any Deferral Amount will commence, payment will commence as of
the first Distribution Date after the Participant's Severance From Service.
Notwithstanding the foregoing and except as set forth below under distributions
on account of Hardship, any distribution of a Participant's Account attributable
to any pre-1996 Deferral Election shall be payable only upon the Participant's
Severance From Service.
b. Time and Manner of Distribution. All distributions
shall be payable in a lump sum or annual installments over a period designated
by the Participant not to exceed the lesser of ten (10) years or the joint life
expectancy of the Participant and his Spouse, based upon life expectancy tables
approved by the Plan Manager. The form of distribution applicable to any
Deferral Amount, and any earnings thereon, shall be elected at the time of the
Participant's Deferral Election on each Deferral Election Form; provided,
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<PAGE> 8
however, that if the Participant fails to select a form for the payment of a
Participant's Account attributable to any Deferral Amount, payment will be made
in the form of the lump sum. A Participant may not subsequently change the
time or form of distribution, except with respect to any Annual Incentive Award
payable under a Severance Agreement; provided, however, that such change will
be valid only if it is received by the Plan Manager at least one year before
the Participant's "Date of Termination," as that term is defined in the
Severance Agreement. Distributions shall be made only in cash. The first
annual payment will be made on the Distribution Date in the year designated by
the Participant with the remaining installments (if any) continuing to be
payable on the same Distribution Date each year thereafter.
c. Hardship Distribution. Upon approval of the
Committee, in its sole and absolute discretion, payment of all or any portion of
any Participant's Account shall be made in the event of a Participant's
Hardship. Payment of any Hardship distribution shall be made only in cash in a
single sum as soon as administratively feasible after approval.
d. Death Benefit. Except as provided in subsection (e)
hereof, if a Participant's Severance From Service occurs because of his death,
either before or after payments commence, the balance of his Account shall be
distributed to his Beneficiary or Beneficiaries at the time and pursuant to the
method elected by the Participant. Upon application of the Participant's
Beneficiary, the Plan Manager may, in his sole and absolute discretion, direct
that the balance of any deceased Participant's Account be paid in a single sum.
-8-
<PAGE> 9
e. Accelerated Distribution. Except as may be otherwise
provided in any Participant's Severance Agreement or upon a Severance from
Service that occurs during a Coverage Period, upon a Participant's Severance
From Service for any reason other than death, Disability or Retirement, the
Committee shall direct payment of the balance of his Account to be accelerated
and paid in a single sum to the Participant on the first annual Distribution
Date coincident with or next following the date of his Severance From Service.
5. Investment Funds. Deferral Amounts credited to a Participant's
Account under the Plan shall be deemed to be invested in the investment fund or
funds selected by the Participant in accordance with procedures established by
the Plan Manager. The Participant may elect to change the investment fund
elections quarterly in accordance with procedures established by the Plan
Manager. The Committee shall, in its sole discretion, determine the various
investment funds which will be available for the deemed investment of all
Deferral Amounts. If a Participant fails to select an investment fund or fund
with respect to any Deferral Amount, such Deferral Amount shall be automatically
invested in a short-term investment fund as may be designated from time-to-time
by the Committee, until the Participant provides investment directions in
accordance with procedures established by the Plan Manager. A Participant's
Account shall be valued quarterly, at the end of each calendar quarter, or at
such other times as the Committee may from time to time designate. The
Committee, in its sole and absolute discretion, shall establish procedures for
allocating earnings to a Participant's Account.
6. Designation of Beneficiary. A Participant shall designate a
Beneficiary or Beneficiaries to receive the balance of the Participant's Account
upon the Participant's
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<PAGE> 10
death. Such designation shall be on a form approved by the Plan Manager and
shall not be effective until it is received by the Plan Manager. If no valid
Beneficiary designation form is on file with the Plan Manager upon the
Participant's death, then the balance of the Participant's Account shall be
payable to the Beneficiary designated under the Participant's
employer-sponsored group basic life insurance policy, or if no such designation
exists, to the Participant's estate.
7. Trust Fund. No assets of the Corporation or any Employer shall be
segregated or earmarked in respect to any Deferral Amounts and all such amounts
shall constitute unsecured contractual obligations of the Employer. If the
Corporation chooses to contribute to the Trust Fund to offset its obligation
under this Plan, all assets or property held by the Trust shall at all times
remain subject to the claims of the general creditors of the Corporation or any
Employer.
8. Claims Procedure. a. Initial Claim. Claims for benefits under
the Plan shall be filed with the Committee. If any Participant or Beneficiary
claims to be entitled to a benefit under the Plan and the Committee determines
that such claim should be denied in whole or in part, the Committee shall notify
such person of its decision in writing. Such notification will be written in a
manner calculated to be understood by such person and will contain (a) specific
reasons for the denial, (b) specific reference to pertinent Plan provisions, (c)
a description of any additional material or information necessary for such
person to perfect such claim and an explanation of why such material or
information is necessary, and (d) information as to the steps to be taken if the
person wishes to submit a request for review. Such notification will be given
within 90 days after the claim is received
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<PAGE> 11
by the Committee. If such notification is not given within such period, the
claim will be considered denied as of the last day of such period and such
person may request a review of his claim.
b. Review Procedure. Within 60 days after the date on
which a Participant or Beneficiary receives a written notice of a denied claim
(or, if applicable, within 60 days after the date on which such denial is
considered to have occurred) such person (or his duly authorized representative)
may (a) file a written request with the Committee for a review of his denied
claim and of pertinent documents and (b) submit written issues and comments to
the Committee. The Committee will notify such person of its decision in
writing. Such notification will be written in a manner calculated to be
understood by such person and will contain specific reasons for the decision as
well as specific references to pertinent Plan provisions. The decision on
review will be made within 60 days after the request for review is received by
the Committee. If the decision on review is not made within such period, the
claim will be considered denied.
c. Claims and Review Procedure Not Mandatory After a
Change in Control. After the occurrence of a Change in Control, the claims
procedure and review procedure provided for in this Section 8 shall be provided
for the use and benefit of Participants who may choose to use such procedures,
but compliance with the provisions of this Section 8 shall not be mandatory for
any Participant claiming benefits after a Change in Control. It shall not be
necessary for any Participant to exhaust these procedures and remedies after a
Change in Control prior to bringing any legal claim or action, or asserting
-11-
<PAGE> 12
any other demand, for payments or other benefits to which such Employee claims
entitlement.
9. Miscellaneous.
a. Administration of the Plan. The Committee shall have
the sole and absolute authority to determine eligibility for benefits and
administer, interpret, construe and vary the terms of the Plan; provided,
however, that after a Change in Control the Committee shall be subject to the
direction of the Trustee of the Trust with respect to the exercise of the
authority granted by this Section 9 and elsewhere in this Plan.
b. Amendment and Termination. The Committee shall have the
sole and absolute discretion to modify, amend or terminate this Plan at any
time; provided, that no modification, amendment or termination shall be made
which would have the effect of decreasing the amount payable to any Participant
or Beneficiary hereunder without the consent of such Participant or Beneficiary.
After a Change in Control, the Plan may not be amended in any manner that
adversely affects the administration of payment of a Participant's benefits
hereunder (including but not limited to the timing and form of payment of
benefits hereunder) without the consent of the Participant nor may the
provisions of this Section 9.b. or Section 9.i. hereof be amended after a Change
in Control with respect to a Participant without the written consent of the
Participant; provided, however, that the failure of a Participant to consent to
any such amendment shall not impair the ability of the Committee to amend the
Plan with respect to any other Participant who has consented to such amendment.
-12-
<PAGE> 13
c. Liability of the Board. The Board shall not
be liable to any person for any action taken or admitted in connection with the
administration, interpretation, construction or variance of the Plan.
d. Spendthrift Clause. The right of the Participants to
any amounts deferred or invested in this Plan shall not be transferrable or
assignable and shall not be subject to alienation, encumbrance, garnishment,
attachment, execution or levy of any kind, voluntary or involuntary, except
when, where and if compelled by applicable law.
e. No Contract of Employment. Nothing herein shall be
construed as an offer or commitment by the Corporation or any Affiliate to
continue any Participant's employment with it for any period of time.
f. Withholding. All applicable federal, state, local
and social security taxes will be withheld and deducted from Annual Incentive
Awards and amounts distributed hereunder, as appropriate.
g. Controlling Law. The place of administration of the
Plan shall be the Commonwealth of Pennsylvania and the validity, construction,
interpretation, administration of the Plan, and if any determinations or
decisions made hereunder, and the rights of any and all persons having or
claiming to have any interest therein or thereunder, shall be governed by, and
determined exclusively and solely in accordance with, the laws of the
Commonwealth of Pennsylvania excluding any conflict of law provisions.
h. Severability. Whenever possible, each provision of
this Plan shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan shall be held to be prohibited
by or invalid under applicable law,
-13-
<PAGE> 14
then (i) such provision shall be deemed to be amended to, and to have contained
from the outset such language as shall be necessary to, accomplish the
objectives of the provision as originally written to the fullest extent
permitted by law and (ii) and other provisions of this Plan shall remain in
full force and effect.
i. Successors. In addition to any obligations imposed
by law upon any successor(s) to the Corporation and its Affiliates, the
Corporation and its Affiliates shall be obligated to require any successor(s)
(whether direct or indirect, by purchase, merger, consolidation, operation of
law, or otherwise) to all or substantially all of the business and/or assets of
the Corporation and its Affiliates to expressly assume and agree to perform this
Plan in the same manner and to the same extent that the Corporation and its
Affiliates would be required to perform it if no such succession had taken
place; in the event of such a succession, references to "Corporation" and
"Affiliates" herein shall thereafter be deemed to include such successor(s).
j. Entire Agreement. This writing constitutes the final
and complete embodiment of the understandings of the parties hereto and all
prior understandings and communications of the parties oral or written
concerning this Plan are hereby renounced, revoked and superseded.
-14-
<PAGE> 15
This Plan is hereby adopted and effective this 21st day of November,
1996.
ATTEST PNC BANK CORP.
THOMAS R. MOORE By: /s/ WILLIAM E. ROSNER
- ---------------- ---------------------
[Corporate Seal]
Title: Senior Vice President
---------------------
-15-
<PAGE> 1
EXHIBIT 5
December 17, 1996
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") of PNC Bank Corp. (the "Corporation") related to the registration of
$25,000,000 of deferred compensation obligations (the "Deferred Compensation
Obligations") and an indeterminate amount of interests of participation offered
pursuant to the PNC Bank Corp. Supplemental Incentive Savings Plan, as amended
(the "Supplemental Incentive Plan"), and $25,000,000 of Deferred Compensation
Obligations and an indeterminate amount of interests of participation offered
pursuant to the PNC Bank Corp. and Affiliates Deferred Compensation Plan (the
"Deferred Compensation Plan").
I am Senior Counsel to the Corporation and, in such capacity, I have been
requested to furnish an opinion to be included as Exhibit 5 to the Registration
Statement. In conjunction with the furnishing of this opinion, I have examined
the Corporation's Articles of Incorporation and By-laws, each as amended to
date, the Registration Statement, the Supplemental Incentive Plan, the Deferred
Compensation Plan, and such other corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.
In making such examination and rendering the opinions set forth below, I
have assumed: (i) the genuineness and authenticity of all signatures on
original documents; (ii) the authenticity of all documents submitted to me as
originals; and (iii) the conformity of originals of all documents submitted to
me as certified, telecopied, photostated or reproduced copies and the
authenticity of all originals of such documents.
I am admitted to practice law in the Commonwealth of Pennsylvania and do
not purport to be an expert on or to express any opinion on any laws other than
the laws of the Commonwealth of Pennsylvania and the federal securities laws of
the United States of America. This opinion speaks as of today's date and is
limited to present statutes, regulations and judicial interpretations. In
rendering this opinion, I assume no obligation to revise or supplement this
opinion should the present laws be changed by legislative or regulatory action,
judicial decision or otherwise or should either the
<PAGE> 2
Supplemental Incentive Plan or the Deferred Compensation Plan be amended or
modified.
Based on the foregoing, I am of the opinion that:
(i) the Deferred Compensation Obligations, when issued by the Corporation
in the manner provided pursuant to the Supplemental Incentive Plan, will
be valid and binding obligations of the Corporation, enforceable against
the Corporation in accordance with the terms of the Supplemental Incentive
Plan, subject, as to enforcement, (x) to bankruptcy, insolvency,
reorganization, readjustment of debt, arrangement, moratorium, fraudulent
conveyance and other laws of general applicability relating to or
affecting creditor's rights generally, and (y) to general principles of
equity, whether such enforcement is considered in a proceeding at equity
or at law; and
(ii) the Deferred Compensation Obligations, when issued by the Corporation
in the manner provided pursuant to the Deferred Compensation Plan, will be
valid and binding obligations of the Corporation, enforceable against the
Corporation in accordance with the terms of the Deferred Compensation
Plan, subject, as to enforcement, (x) to bankruptcy, insolvency,
reorganization, readjustment of debt, arrangement, moratorium, fraudulent
conveyance and other laws of general applicability relating to or
affecting creditor's rights generally, and (y) to general principles of
equity, whether such enforcement is considered in a proceeding at equity
or at law.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ MELANIE S. CIBIK
------------------------
Melanie S. Cibik, Esq.
Senior Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement (Form S-8) pertaining
to the PNC Bank Corp. and Affiliates Deferred Compensation Plan and PNC Bank
Corp. Supplemental Incentive Savings Plan and to the incorporation by reference
therein of our report dated February 8, 1996, 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, 1995, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
- --------------------------
Pittsburgh, Pennsylvania
December 13, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
PNC BANK CORP.
PNC BANK CORP. SUPPLEMENTAL INCENTIVE
SAVINGS PLAN, AS AMENDED
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., Melanie S. Cibik
and Steven L. 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, in any and all capacities, a Registration Statement on
Form S-8 (or other appropriate form) under the Securities Act of 1933, as
amended, relating to obligations of the Corporation under and interests of
participation in the PNC Bank Corp. Supplemental Incentive Savings Plan, as
amended, and to execute in such person's name, place and stead, in any and all
capacities, any and all amendments to said Registration Statement.
And such persons hereby ratify and confirm all that any said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
Witness the due execution hereby by the following persons in the capacities
indicated as of this December 17, 1996.
Name/Signature Capacity
- -------------- --------
/s/ THOMAS H. O'BRIEN Chairman, Chief Executive
- -------------------------- Officer and Director
Thomas H. O'Brien
/s/ PAUL W. CHELLGREN Director
- --------------------------
Paul W. Chellgren
- -------------------------- Director
Robert N. Clay
<PAGE> 2
/s/ GEORGE A. DAVIDSON, JR. Director
- ----------------------------
George A. Davidson, Jr.
/s/ DAVID F. GIRARD-DICARLO Director
- ----------------------------
David F. Girard-diCarlo
/s/ DIANNA L. GREEN Director
- ----------------------------
Dianna L. Green
/s/ C.G. GREFENSTETTE Director
- ----------------------------
C.G. Grefenstette
/s/ ARTHUR J. KANIA Director
- ----------------------------
Arthur J. Kania
/s/ BRUCE LINDSAY Director
- ----------------------------
Bruce Lindsay
/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
- 2 -
Power of Attorney
<PAGE> 3
/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/ GARRY J. SCHEURING Vice Chairman and Director
- --------------------------
Garry J. Scheuring
/s/ RICHARD P. SIMMONS Director
- --------------------------
Richard P. Simmons
/s/ THOMAS J. USHER Director
- --------------------------
Thomas J. Usher
/s/ MILTON A. WASHINGTON Director
- --------------------------
Milton A. Washington
/s/ HELGE H. WEHMEIER Director
- --------------------------
Helge H. Wehmeier
- 3 -
Power of Attorney
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
PNC BANK CORP.
PNC BANK CORP. AND AFFILIATES DEFERRED COMPENSATION PLAN
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., Melanie S. Cibik
and Steven L. 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, in any and all capacities, a Registration Statement on
Form S-8 (or other appropriate form) under the Securities Act of 1933, as
amended, relating to obligations of the Corporation under and interests of
participation in the PNC Bank Corp. and Affiliates Deferred Compensation Plan,
and to execute in such person's name, place and stead, in any and all
capacities, any and all amendments to said Registration Statement.
And such persons hereby ratify and confirm all that any said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
Witness the due execution hereby by the following persons in the capacities
indicated as of this December 17, 1996.
Name/Signature Capacity
- -------------- --------
/s/ THOMAS H. O'BRIEN Chairman, Chief Executive
- -------------------------- Officer and Director
Thomas H. O'Brien
/s/ PAUL W. CHELLGREN Director
- --------------------------
Paul W. Chellgren
Director
- --------------------------
Robert N. Clay
<PAGE> 2
/s/ GEORGE A. DAVIDSON, JR. Director
- ----------------------------
George A. Davidson, Jr.
/s/ DAVID F. GIRARD-DICARLO Director
- ----------------------------
David F. Girard-diCarlo
/s/ DIANNA L. GREEN Director
- ----------------------------
Dianna L. Green
/s/ C.G. GREFENSTETTE Director
- ----------------------------
C.G. Grefenstette
/s/ ARTHUR J. KANIA Director
- ----------------------------
Arthur J. Kania
/s/ BRUCE LINDSAY Director
- ----------------------------
Bruce Lindsay
/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
- 2 -
Power of Attorney
<PAGE> 3
/s/ JAMES E. ROHR President and Director
- --------------------------
James E. Rohr
/s/ RODERIC H. ROSS Director
- --------------------------
Roderic H. Ross
Director
- --------------------------
Vincent A. Sarni
/s/ GARRY J. SCHEURING Vice Chairman and Director
- --------------------------
Garry J. Scheuring
/s/ RICHARD P. SIMMONS Director
- --------------------------
Richard P. Simmons
/s/ THOMAS J. USHER Director
- --------------------------
Thomas J. Usher
/s/ MILTON A. WASHINGTON Director
- --------------------------
Milton A. Washington
/s/ HELGE H. WEHMEIER Director
- --------------------------
Helge H. Wehmeier
- 3 -
Power of Attorney
