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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997
REGISTRATION NO. 33-54960
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PNC BANK CORP.
(Exact name of registrant as specified in its charter)
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PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
25-1435979
(I.R.S. Employer Identification No.)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(412) 762-1553
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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PNC BANK CORP. 1997 LONG-TERM INCENTIVE AWARD PLAN
(Full title of the Plan)
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WALTER E. GREGG, JR., ESQ.
SENIOR EXECUTIVE VICE PRESIDENT
PNC BANK CORP.
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(412) 762-2281
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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EXPLANATORY NOTE: This Post-Effective Amendment No. 1 to Form S-8 Registration
Statement (No. 33-54960) (the "Registration Statement") of PNC Bank Corp. (the
"Corporation") is being filed to reflect the renaming of the "PNC Bank Corp.
1992 Long-Term Incentive Award Plan" to the "PNC Bank Corp. 1997 Long-Term
Incentive Award Plan." On April 22, 1997, the Corporation's shareholders at
the 1997 Annual Meeting approved the renaming, amendment and restatement of the
Plan, a copy of which is filed herewith as Exhibit 4.3.
"Item 8. Exhibits" in Part II of the Registration Statement is hereby amended
and restated in its entirety to read as set forth below:
"ITEM 8. EXHIBITS
The exhibits listed below are filed herewith or are incorporated herein
by reference to other filings:
Exhibit 4.1 Articles of Incorporation, as amended, of the Corporation,
incorporated herein by reference to Exhibits 99.1 and 99.2 of
the Corporation's Current Report on Form 8-K dated October 7,
1996 (Commission File No. 1-9718).
Exhibit 4.2 By-Laws, as amended, of the Corporation, incorporated herein
by reference to Exhibit 4.2 of the Corporation's Registration
Statement on Form S-8 at Registration No. 33-62311.
Exhibit 4.3 PNC Bank Corp. 1997 Long-Term Incentive Award Plan, filed
herewith.
Exhibit 5 Opinion of William F. Strome, Esq., previously filed as
Exhibit 5 to the Registration Statement on Form S-8 at
Registration No. 33-54960.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors of the
Corporation, previously filed as Exhibit 23 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 (Commission File No. 1-9718).
Exhibit 23.2 Consent of William F. Strome, Esq., contained in the opinion
filed 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 Robert N. Clay, filed herewith.
Exhibit 24.3 Power of Attorney of Jackson H. Randolph, filed herewith.
Exhibit 24.4 Power of Attorney of Vincent A. Sarni, filed herewith."
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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 25th day of April, 1997.
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 of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ THOMAS H. O'BRIEN
- ------------------------ Chairman, Chief Executive April 25, 1997
Thomas H. O'Brien Officer and Director
(Principal Executive Officer)
/s/ ROBERT L. HAUNSCHILD
- ------------------------ Senior Vice President April 25, 1997
Robert L. Haunschild and Chief Financial Officer
(Principal Financial Officer)
/s/ WILLIAM J. JOHNS
- ------------------------ Senior Vice President and April 25, 1997
William J. Johns Chief Accounting Officer
(Principal Accounting Officer)
*
- ------------------------ Director April 25, 1997
Robert N. Clay
*
- ------------------------ Director April 25, 1997
George A. Davidson, Jr.
*
- ------------------------ Director April 25, 1997
David F. Girard-diCarlo
*
- ------------------------ Director April 25, 1997
Dianna L. Green
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*
- ----------------------- Director April 25, 1997
C. G. Grefenstette
*
- ----------------------- Director April 25, 1997
Bruce Lindsay
*
- ----------------------- Director April 25, 1997
Thomas Marshall
*
- ----------------------- Director April 25, 1997
W. Craig McClelland
*
- ----------------------- Director April 25, 1997
Jackson H. Randolph
*
- ----------------------- President and Director April 25, 1997
James E. Rohr
*
- ----------------------- Director April 25, 1997
Roderic H. Ross
*
- ----------------------- Director April 25, 1997
Vincent A. Sarni
*
- ----------------------- Director April 25, 1997
Garry J. Scheuring
*
- ----------------------- Director April 25, 1997
Richard P. Simmons
*
- ----------------------- Director April 25, 1997
Thomas J. Usher
*
- ----------------------- Director April 25, 1997
Milton A. Washington
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*
- ----------------------- Director April 25, 1997
Helge H. Wehmeier
*By /s/ MELANIE S. CIBIK
--------------------------------
Melanie S. Cibik, Attorney-in-Fact,
pursuant to Powers of Attorney
filed herewith
Date: April 25, 1997
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INDEX OF EXHIBITS
Exhibit 4.1 Articles of Incorporation, as amended, of the Corporation,
incorporated herein by reference to Exhibits 99.1 and 99.2 of
the Corporation's Current Report on Form 8-K dated October 7,
1996 (Commission File No. 1-9718).
Exhibit 4.2 By-Laws, as amended, of the Corporation, incorporated herein
by reference to Exhibit 4.2 of the Corporation's Registration
Statement on Form S-8 at Registration No. 33-62311.
Exhibit 4.3 PNC Bank Corp. 1997 Long-Term Incentive Award Plan, filed
herewith.
Exhibit 5 Opinion of William F. Strome, Esq., previously filed as
Exhibit 5 to the Registration Statement on Form S-8 at
Registration No. 33-54960.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors of the
Corporation, previously filed as Exhibit 23 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 (Commission File No. 1-9718).
Exhibit 23.2 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 Robert N. Clay, filed herewith.
Exhibit 24.3 Power of Attorney of Jackson H. Randolph, filed herewith.
Exhibit 24.4 Power of Attorney of Vincent A. Sarni, filed herewith.
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EXHIBIT 4.3
PNC BANK CORP.
1997 LONG-TERM INCENTIVE AWARD PLAN
(AMENDING, RESTATING AND RENAMING THE PNC BANK CORP. 1992 LONG-TERM
INCENTIVE AWARD PLAN)
1. DEFINITIONS
In this Plan, except where the context otherwise indicates, the
following definitions apply:
1.1. "Agreement" means a written agreement implementing a grant of
an Option, Right or Performance Unit or an award of Incentive Shares.
1.2. "Board" means the Board of Directors of the Corporation.
1.3. "Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder.
1.4. "Committee" means the committee appointed by the Board to
administer the Plan, all of the members of which shall be "non-employee
directors" as defined in Rule 16b-3 (b)(3)(i) under the Exchange Act or any
similar successor rule and "outside directors" as defined in Treas. Reg.
Section 1.162-27(e)(3) or any similar successor regulation. Unless otherwise
determined by the Board, the Personnel and Compensation Committee of the Board
shall be the Committee.
1.5. "Common Stock" means the common stock, par value $5.00 per
share, of the Corporation.
1.6. "Corporation" means PNC Bank Corp.
1.7. "Date of Exercise" means the date on which the Corporation
receives notice of the exercise of an Option, Right or Performance Unit in
accordance with the terms of Article 9.
1.8. "Date of Grant" means the date on which an Option, Right or
Performance Unit is granted or Incentive Shares are awarded by the Committee or
such later date as may be specified by the Committee in authorizing the grant
or award.
1.9. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
1.10. "Fair Market Value" of a Share means the amount equal to the
fair market value of a Share as determined pursuant to a reasonable method
adopted by the Committee in good faith for such purpose.
1.11. "Grantee" means a Senior Executive to whom Incentive Shares
have been awarded pursuant to Article 12.
1.12. "Incentive Shares" means Shares awarded pursuant to the
provisions of Article 12.
1.13. "Incentive Stock Option" means an Option granted under the
Plan that qualifies as an incentive stock option under Section 422 of the Code
and that the Corporation designates as such in the Agreement granting the
Option.
1.14. "Nonstatutory Stock Option" means an Option granted under the
Plan that is not an Incentive Stock Option.
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1. 15. "Option" means an option to purchase Shares granted under the
Plan in accordance with the terms of Article 6.
1.16. "Option Period" means the period during which an Option may be
exercised.
1.17. "Option Price" means the price per Share at which an Option may
be exercised. The Option Price shall be determined by the Committee, but unless
otherwise determined by the Committee pursuant to Section 3.7, in no event shall
the Option Price be less than the Fair Market Value per Share determined as of
the Date of Grant.
1.18. "Optionee" means a Senior Executive to whom an Option, Right or
Performance Unit has been granted.
1.19. "Performance Period" means the period or periods during which
each performance criterion of a Performance Unit will be measured against the
performance standards established by the Committee and specified in the
Agreement relating thereto.
1.20. "Performance Unit" means a performance unit granted under the
Plan in accordance with the terms of Article 8.
1.21. "Performance Unit Exercise Period" means the period during
which a Performance Unit may BE exercised.
1.22. "Plan" means the PNC Bank Corp. 1992 Long-Term Incentive Award
Plan, as amended, restated, and renamed the PNC Bank Corp. 1997 Long-Term
Incentive Award Plan.
1.23. "Related Option" means an Option granted in connection with a
specified Right or Performance Unit.
1.24. "Related Performance Unit" means a Performance Unit granted in
connection with a specified Option.
1.25. "Related Right" means a Right granted in connection with a
specified Option.
1.26. "Right" means a stock appreciation right granted under the
Plan in accordance with the terms of Article 7.
1.27. "Right Period" means the period during which a Right may be
exercised.
1.28. "Senior Executive" means any officer or key employee of the
Corporation or a Subsidiary who is designated as a "Senior Executive" by the
Committee.
1.29. "Share" means a share of authorized but unissued Common Stock
or a reacquired share of Common Stock.
1.30. "Subsidiary" means a corporation at least 80% of the total
combined voting power of all classes of stock of which is owned by the
Corporation, either directly or through one or more other Subsidiaries.
2. PURPOSE
The Plan is intended to assist in attracting, retaining, and
motivating Senior Executives of outstanding ability and to promote the
identification of their interests with those of the shareholders of the
Corporation.
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3. ADMINISTRATION
The Plan shall be administered by the Committee or by the Chairman
of the Committee in the exercise of such authority as the Committee may
delegate to him or her from time to time, provided that Section 162(m)(4)(C) of
the Code does not require action by the Committee as a whole. In addition to
any other powers granted to the Committee, it shall have the following powers,
subject to the express provisions of the Plan:
3.1. to determine in its discretion the Senior Executives to whom
Options, Performance Units or Rights shall be granted and to whom Incentive
Shares shall be awarded, the number of Shares to be subject to each Option,
Right, Performance Unit grant or Incentive Share award, and the terms upon
which Options, Rights or Performance Units may be acquired, exercised, or
forfeited and the terms and conditions of Incentive Share awards;
3.2. to determine all other terms and provisions of each Agreement,
which need not be identical;
3.3. without limiting the generality of the foregoing, to provide in
its discretion in an Agreement:
(i) for an agreement by the Optionee or Grantee to render
services to the Corporation or a Subsidiary upon such terms and
conditions as may be specified in the Agreement, provided that the
Committee shall not have the power under the Plan to commit the
Corporation or any Subsidiary to employ or otherwise retain any
Optionee or Grantee;
(ii) for restrictions on the transfer, sale or other
disposition of Shares issued to the Optionee upon the exercise of an
Option, Right or Performance Unit, or for conditions with respect to
the issuance of Incentive Shares;
(iii) for an agreement by the Optionee or Grantee to resell
to the Corporation, under specified conditions, Shares issued upon the
exercise of an Option, Right or Performance Unit or awarded as
Incentive Shares;
(iv) for the payment of the Option Price upon the exercise
of an Option otherwise than in cash, including without limitation by
delivery of Shares valued at Fair Market Value on the Date of Exercise
of the Option or a combination of cash and Shares; by means of any
attestation procedure approved or ratified by the Committee; or by
delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the
Corporation the amount of sale or loan proceeds to pay the exercise
price;
(v) for the deferral of receipt of amounts that otherwise
would be distributed upon exercise of a Performance Unit, the terms
and conditions of any such deferral and any interest or dividend
equivalent or other payment that shall accrue with respect to deferred
distributions, subject to the provisions of Article 11;
(vi) for the forfeiture by any Optionee or Grantee of any
Option, Right, Performance Unit, or Incentive Shares upon such terms
and conditions as the Committee may deem advisable from time to time;
and
(vii) for the effect of a "change in control," as defined in
the Agreement, of the Corporation on the rights of an Optionee or
Grantee with respect to any Options, Rights, Performance Units or
Incentive Shares.
3.4. to construe and interpret the Agreements and the Plan;
3.5. to require, whether or not provided for in the pertinent
Agreement, of any person exercising an Option, Right or Performance Unit or
acquiring Incentive Shares, at the time of such exercise or acquisition, the
making of any representations or agreements which the Committee may deem
necessary or advisable in order to comply with applicable securities, tax, or
other laws;
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3.6. to provide for satisfaction of an Optionee's or Grantee's tax
liabilities arising in connection with the Plan through, without limitation,
retention by the Corporation of shares of Common Stock otherwise issuable on
the exercise of a Nonstatutory Stock Option, Right or Performance Unit or
pursuant to an award of Incentive Shares or through delivery of Common Stock to
the Corporation by the Optionee or Grantee under such terms and conditions as
the Committee deems appropriate, including but not limited to any attestation
procedure approved or ratified by the Committee;
3.7. to provide with respect to any Option, including those
outstanding on February 20, 1997, that, if the Optionee, while a Senior
Executive, exercises the Option or satisfies any related tax withholding
obligation in whole or in part by surrendering already-owned shares of Common
Stock, the Optionee will, subject to this Section 3.7 and such other terms and
conditions as may be imposed by the Committee, receive an additional option
("Reload Option"). The Reload Option will be to purchase, at Fair Market Value
as of the date the original Option was exercised, a number of shares of Common
Stock equal to the number of whole shares surrendered by the Optionee to
exercise the original Option or to satisfy any related tax withholding
obligation. The Reload Option will be exercisable only between its Date of
Grant and the date of the expiration of the original Option. A Reload Option
shall be subject to such additional terms and conditions as the Committee shall
approve, which terms may provide that the Committee may cancel the Optionee's
right to receive the Reload Option and that the Reload Option will be granted
only if the Committee has not canceled such right prior to the exercise of the
original Option.
3.8. to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan; and
3.9. to delegate to officers or managers of the Corporation or any
Subsidiary the authority to perform administrative functions under the Plan,
provided that Section 162(m)(4)(C) of the Code does not require action by the
Committee as a whole with respect to such function.
Any determinations or actions made or taken by the Committee pursuant
to this Article shall be binding and final.
4. ELIGIBILITY
Options, Rights, Performance Units and Incentive Shares may be granted
or awarded only to Senior Executives; provided, that the members of the
Committee are not eligible to receive Options, Rights, Performance Units or
Incentive Shares.
5. STOCK SUBJECT TO THE PLAN
5.1. The maximum number of Shares that may be issued or as to which
grants or awards may be made under the Plan (excluding Shares issued pursuant
to grants or awards made prior to February 20, 1997) shall not exceed the sum
of (i) 10,141,853 Shares plus (ii) as of January 1 of each calendar year
commencing with 1998 an additional number of Shares (which shall be cumulative
from year to year) equal to one and one-half percent (1.5%) of the total issued
shares of Common Stock (including reacquired Shares) at the end of the
immediately preceding calendar year. Notwithstanding the foregoing, in no
event shall more than three percent (3%) of the total issued shares of Common
Stock (including reacquired Shares) at the end of the immediately preceding
calendar year be cumulatively available for grants and awards made in any
calendar year. The maximum number of Shares as to which grants or awards may
be made under the Plan to one Optionee or Grantee with respect to one calendar
year shall be 250,000 Shares. The limitation provided in the first sentence
of this Section 5.1 is hereinafter called the "Cumulative Limitation"; the
limitation provided in the second sentence is hereinafter called the "Annual
Limitation"; and the limitation provided in the third sentence is hereinafter
called the "Individual Limitation."
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5.2. If an Option, Right or Performance Unit expires or terminates
for any reason (other than termination by virtue of the exercise of a Related
Option, Related Right or Related Performance Unit, as the case may be) without
having been fully exercised, or if Shares covered by an Incentive Share award
are not issued or are forfeited Shares which had been subject to the Agreement
relating thereto shall for purposes of the Cumulative Limitation (and if
granted or awarded in the same calendar year, then also for purposes of the
Annual Limitation) again become available for the grant of other Options,
Rights and Performance Units or for the award of additional Incentive Shares.
5.3. The Shares issued upon the exercise of a Right or Performance
Unit (or if cash is payable in connection with such exercise, that number of
Shares having a Fair Market Value equal to the cash payable upon such
exercise), shall be charged against the number of Shares issuable under the
Plan and shall not become available for the grant of other Options, Rights and
Performance Units or for the award of Incentive Shares. If the Right referred
to in the preceding sentence is a Related Right, or if the Performance Unit
referred to in the preceding sentence is a Related Performance Unit, the Shares
subject to the Related Option, to the extent not charged against the number of
Shares subject to the Plan in accordance with this Section 5.3, shall for
purposes of the Cumulative Limitation (and if granted in the same calendar
year, then also for purposes of the Annual Limitation) again become available
for the grant of other Options, Rights or Performance Units or for the award of
additional Incentive Shares.
6. OPTIONS
6. 1. The Committee is hereby authorized to grant Nonstatutory Stock
Options and Incentive Stock Options to Senior Executives, provided that the
number of Options granted to a Senior Executive during a calendar year shall
not exceed the Individual Limitation when aggregated with other grants or
awards made to that Senior Executive during that calendar year.
6.2. All Agreements granting Options shall contain a statement that
the Option is intended to be either (i) a Nonstatutory Stock Option or (ii) an
Incentive Stock Option.
6.3. The Option Period shall be determined by the Committee and
specifically set forth in the Agreement, provided that an Option shall not be
exercisable until the expiration of at least six months from the Date of Grant
(except that this limitation need not apply in the event of the death or
disability of the Optionee or as otherwise permitted by the Agreement upon a
change in control of the Corporation) or after ten years from the Date of
Grant.
6.4. All Incentive Stock Options granted under the Plan shall comply
with the provisions of the Code governing incentive stock options and with all
other applicable rules and regulations.
6.5. All other terms of Options granted under the Plan shall be
determined by the Committee in its sole discretion.
7. RIGHTS
7.1. The Committee is hereby authorized to grant Rights to Senior
Executives, provided that the number of Rights granted to a Senior Executive
during a calendar year shall not exceed the Individual Limitation when
aggregated with other grants or awards made to that Senior Executive during
that calendar year.
7.2. Right may be granted under the Plan:
(i) in connection with, and at the same time as, the grant
of an Option to a Senior Executive;
(ii) by amendment of an outstanding Nonstatutory Stock Option
granted under the Plan to a Senior Executive; or
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(iii) independently of any Option granted under the Plan.
A Right granted under clause (i) or (ii) of the preceding sentence is
a Related Right. A Related Right may, in the Committee's discretion, apply to
all or a portion of the Shares subject to the Related Option.
7.3. A Right may be exercised in whole or in part as provided in the
Agreement, and, subject to the provisions of the Agreement, entitles its
Optionee to receive, without any payment to the Corporation (other than
required tax withholding amounts), either cash or that number of Shares (equal
to the highest whole number of Shares), or a combination thereof, in an amount
or having a Fair Market Value determined as of the Date of Exercise not to
exceed the number of Shares subject to the portion of the Right exercised
multiplied by an amount equal to the excess of the Fair Market Value per Share
on the Date of Exercise of the Right over either (i) the Fair Market Value per
Share on the Date of Grant of the Right or the base price determined by the
Committee pursuant to Section 3.7 if the Right is not a Related Right, or (ii)
the Option Price as provided in the Related Option if the Right is a Related
Right.
7.4. The Right Period shall be determined by the Committee and
specifically set forth in the Agreement, provided, however:
(i) a Right may not be exercised until the expiration of at
least six months from the Date of Grant (except that this limitation
need not apply in the event of the death or disability of the Optionee
or as otherwise permitted by the Agreement upon a change in control of
the Corporation);
(ii) a Right will expire no later than the earlier of (A)
ten years from the Date of Grant, or (B) in the case of a Related
Right, the expiration of the Related Option; and
(iii) a Right that is a Related Right may be exercised only
when and to the extent the Related Option is exercisable.
7.5. The exercise, in whole or in part, of a Related Right shall
cause a reduction in the number of Shares subject to the Related Option equal
to the number of Shares with respect to which the Related Right is exercised.
Similarly, the exercise, in whole or in part, of a Related Option shall cause a
reduction in the number of Shares subject to the Related Right equal to the
number of Shares with respect to which the Related Option is exercised.
8. PERFORMANCE UNITS
8.1. The Committee is hereby authorized to grant Performance Units to
Senior Executives, provided that the number of Performance Units granted to a
Senior Executive during a calendar year shall not exceed the Individual
Limitation when aggregated with other grants or awards made to that Senior
Executive during that calendar year.
8.2. Performance Units may be granted under the Plan:
(i) in connection with, and at the same time as, the grant of
a Nonstatutory Stock Option to a Senior Executive;
(ii) by amendment of an outstanding Nonstatutory Stock Option granted
under the Plan to a Senior Executive; or
(iii) independently of any Option granted under the Plan.
A Performance Unit granted under Subparagraph (i) or (ii) of the
preceding sentence is a Related Performance Unit. A Related Performance Unit
may, in the Committee's discretion, apply to all or a portion of the Shares
subject
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to the Related Option. A Performance Unit may not be granted in connection
with, or by amendment to, an Incentive Stock Option.
8.3. A Performance Unit may be exercised in whole or in part as provided
in the Agreement, and, subject to the provisions of the Agreement, entitles its
Optionee to receive, without any payment to the Corporation (other than
required tax withholding amounts), cash, Shares or a combination of cash and
Shares, based upon the degree to which performance standards established by the
Committee and specified in the Agreement have been achieved. During the
Performance Period, such performance standards may be particular to a Senior
Executive or the department, branch, Subsidiary or other unit in which he
works, or may be based on the performance of the Corporation generally. The
performance standards may be based on earnings or earnings growth; return on
assets, equity or investment; regulatory compliance; satisfactory internal or
external audits; improvement of financial ratings; reduction of nonperforming
loans; achievement of balance sheet or income statement objectives; or any
other objective goals established by the Committee, and may be absolute in
their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated.
8.4. The Performance Unit Exercise Period shall be determined by the
Committee and specifically set forth in the Agreement, provided, however-
(i) A Performance Unit may not be exercised until the expiration of
at least six months from the Date of Grant (except that this limitation
need not apply in the event of the death or disability of the Optionee or
as otherwise permitted by an Agreement upon a change in control of the
Corporation); and
(ii) a Performance Unit will expire no later than the earlier of (A)
ten years from the Date of Grant, or (B) in the case of a Related
Performance Unit, the expiration of the Related Option.
8.5. Each Agreement granting Performance Units shall specify the number
of Performance Units granted; provided, that the maximum number of Related
Performance Units may not exceed the maximum number of Shares subject to the
Related Option and the number of Performance Units may not exceed the maximum
number of Shares subject to the Related Option and the maximum value of a
Related Performance Unit may not exceed the Fair Market Value of a Share
subject to the Related Option.
8.6. The exercise, in whole or in part, of Related Performance Units
shall cause a reduction in the number of Shares subject to the Related Option
and the number of Performance Units in accordance with the terms of the
Agreement. Similarly, the exercise, in whole or in part, of a Related Option
shall cause a reduction in the number of Related Performance Units equal to the
number of Shares with respect to which the Related Option is exercised.
9. EXERCISE; PAYMENT OF WITHHOLDING TAXES
An Option, Right or Performance Unit may, subject to the provisions of
the Agreement under which it was granted, be exercised in whole or in part by
the delivery to the Corporation of written notice of the exercise, in such form
as the Committee may prescribe, accompanied, in the case of an Option, by full
payment for the Shares with respect to which the Option is exercised, and in
the case of an Option, Right or Performance Unit, full payment for related
withholding taxes, if any. The receipt of Incentive Shares shall be subject to
full payment by the Grantee of any withholding taxes then required to be paid.
10. NONTRANSFERABILITY
Except as the Committee may expressly provide otherwise in or with
respect to an Agreement, including any Agreement in effect as of February 20,
1997, Options, Rights and Performance Units granted under the Plan shall not be
transferable otherwise than by will or the laws of descent and distribution,
and an Option, Right or Performance Unit may be exercised during his or her
lifetime only by the Optionee or, in the event of his or her legal disability,
by his or
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her legal representative. A Related Right or Related Performance Unit is
transferable only when the Related Option is transferable and only with the
Related Option and under the same conditions. An Optionee may also designate a
beneficiary to exercise his or her Options after the Optionee's death, provided
that the Committee has first expressly approved the procedures and forms
necessary to effect such a designation.
11. DEFERRAL OF AWARDS
If an Optionee so elects in accordance with the terms of an Agreement,
the Optionee may defer any or all of the amount otherwise payable on the
exercise of Performance Units in accordance with the provisions of a deferred
compensation plan maintained by the Corporation or a Subsidiary, provided:
(i) that the Optionee makes such election by delivering to the
Corporation written notice of such election, in such form as the
Committee may from time to time prescribe, prior to the beginning of the
Performance Period;
(ii) that such election shall be irrevocable until at least six months
after termination of the Optionee's employment; and
(iii) that such deferred payment shall be made in accordance with the
provisions of such deferred compensation plan.
12. INCENTIVE SHARE AWARDS
The Committee may, in its sole discretion, grant Incentive Share awards
to Senior Executives, provided that the number of Incentive Share awards
granted to a Senior Executive during a calendar year shall not exceed the
Individual Limitation when aggregated with other grants or awards made to that
Senior Executive during that calendar year. Incentive Share awards shall
entitle a Senior Executive to receive Shares, to be issued at such times,
subject to the achievement of such performance standards or other goals, in
recognition of such performance or other achievements or for such other
purposes, and on such other terms and conditions, if any, as the Committee
shall deem appropriate. Performance standards may be based on earnings or
earnings growth; return on assets, equity or investment; regulatory compliance;
satisfactory internal or external audits; improvement of financial ratings;
reduction of nonperforming loans; achievement of balance sheet or income
statement objectives; or any other objective goals established by the
Committee, and may be absolute in their terms or measured against or in
relationship to other companies comparably, similarly or otherwise situated.
The number of Incentive Share awards made to a Senior Executive during a
calendar year shall not exceed the Individual Limitation when aggregated with
other grants or awards made to that Senior Executive during that calendar year.
13. CAPITAL ADJUSTMENTS
The number and class of Shares (or the Performance Unit equivalent)
subject to each outstanding Option, Right or Performance Unit or Incentive
Share award, the Option Price and the aggregate number and class of Shares for
which grants or awards thereafter may be made, and the Individual Limitation
provided for in Section 5.1, shall be subject to such adjustment, if any, as
the Committee in its sole discretion deems appropriate to reflect such events
as stock dividends, stock splits, recapitalizations, mergers, consolidations or
reorganizations of or by the Corporation.
14. TERMINATION OR AMENDMENT
The Board or the Committee may amend, alter or terminate this Plan in any
respect, at any time; provided, however, that, after this Plan has been
approved by the Shareholders of the Corporation, no amendment, alteration or
termination of this Plan shall be made by the Board or the Committee without
approval of (i) the Corporation's shareholders to the extent shareholder
approval of the amendment is required by applicable law or regulations or the
requirements of the principal exchange or interdealer quotation system on which
the Common Stock is listed or quoted,
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<PAGE> 9
and (ii) each affected Optionee if such amendment, alteration or termination
would adversely affect his or her rights or obligations under any grant or
award made prior to the date of such amendment, alteration or termination.
15. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS, RIGHTS AND PERFORMANCE
UNITS
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Options, Rights and
Performance Units, or accept the surrender of outstanding options, rights and
performance units (to the extent not theretofore exercised) granted under the
Plan or under any other plan of the Corporation, a Subsidiary or a company or
similar entity acquired by the Corporation or a Subsidiary, and authorize the
granting of new Options, Rights and Performance Units pursuant to the Plan in
substitution therefor (to the extent not theretofore exercised), and the
substituted Options, Rights and Performance Units may specify a longer term
than the surrendered Options, Rights and Performance Units or have any other
provisions that are authorized by the Plan; provided, however, that the
substituted Options, Rights and Performance Units may not specify a lower
exercise price than the surrendered options, rights and performance units.
Subject to the terms and conditions and within the limitations of the Plan, the
Committee may modify the terms of any outstanding Agreement providing for
awards of Incentive Shares. Notwithstanding the foregoing, however, no
modification of an Option, Right or Performance Unit granted under the Plan, or
an award of Incentive Shares, shall, without the consent of the Optionee or
Grantee, adversely affect the rights or obligations of the Optionee or Grantee.
16. EFFECTIVENESS OF THE PLAN AND AMENDMENTS
The effective date of the Plan was December 17, 1987. The effective date
of the Plan amendments contained herein is February 20, 1997. Any amendments
to the Plan requiring shareholder approval pursuant to Article 14 are subject
to approval by vote of the shareholders of the Corporation within 12 months
after their adoption by the Board or the Committee. Subject to that approval,
any amendments are effective on the date on which they are adopted by the
Board. Options, Rights, Performance Units or Incentive Shares may be granted
or awarded prior to shareholder approval of amendments, but each Option, Right,
Performance Unit or Incentive Share grant or award requiring such amendments
shall be subject to the approval of the amendments by the shareholders. The
date on which any Option, Right, Performance Unit or Incentive Shares granted
or awarded prior to shareholder approval of the amendment shall be the Date of
Grant for all purposes of the Plan as if the Option, Right, Performance Unit or
Incentive Shares had not been subject to approval. No Option, Right or
Performance Unit granted subject to shareholder approval of an amendment may be
exercised prior to such shareholder approval, and any Incentive Share award
subject to shareholder approval of an amendment and any dividends payable
thereon are subject to forfeiture if such shareholder approval is not obtained.
17. TERM OF THE PLAN
Unless sooner terminated by the Board or the Committee pursuant to
Article 14, the Plan shall terminate on February 20, 2007, and no Options,
Rights, Performance Units or Incentive Share awards may be granted or awarded
after termination. The termination shall not affect the validity of any
Option, Right, Performance Unit or Incentive Share awards outstanding on the
date of termination.
18. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option,
Right, Performance Unit or Incentive Shares granted or awarded hereunder, and
against all amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction
9
<PAGE> 10
of a judgment in any such action, suit or proceeding, if such members acted in
good faith and in a manner which they believed to be in, and not opposed to,
the best interests of the Corporation.
19. COMPLIANCE WITH SECTION 162(m) OF THE CODE
To the extent that any provision of the Plan or an Agreement, or any
action of the Committee, may result in the application of Section 162(m)(1) of
the Code to compensation payable to a Grantee or Optionee, such provision or
action shall be deemed to be null and void, to the extent permitted by law and
deemed advisable by the Committee. The Committee shall have the authority to
override the application of this Article by an action duly approved or ratified
by the Committee and reflected in the Committee's records.
20. GENERAL PROVISIONS
20.1. The establishment of the Plan shall not confer upon any Senior
Executive any legal or equitable right against the Corporation, any Subsidiary
or the Committee, except as expressly provided in the Plan.
20.2. Neither the Plan nor any Agreement constitutes inducement or
consideration for the employment of any Senior Executive, nor are they a
contract between the Corporation or any Subsidiary and any Senior Executive.
Participation in the Plan shall not give a Senior Executive any right to be
retained in the service of the Corporation or any Subsidiary.
20.3. The Corporation and its Subsidiaries may assume options, warrants,
or rights to purchase stock issued or granted by other corporations whose stock
or assets shall be acquired by the Corporation or its Subsidiaries, or which
shall be merged into or consolidated with the Corporation or its Subsidiaries.
Neither the adoption of this Plan, nor its submission to the shareholders,
shall be taken to impose any limitations on the powers of the Corporation or
its affiliates to issue, grant, or assume options, warrants, or rights,
otherwise than under this Plan, or to adopt other stock option or restricted
stock plans or to impose any requirement of shareholder approval upon the same.
20.4. Except as the Committee may otherwise provide pursuant to Article
10, or as otherwise required by a deferral election pursuant to Article 11,
the interests of any Senior Executive under the Plan are not subject to the
claims of creditors and may not, in any way, be assigned, alienated or
encumbered.
20.5. The Plan shall be governed, construed and administered in
accordance with the laws of the Commonwealth of Pennsylvania, and it is the
intention of the Corporation that Incentive Stock Options granted under the
Plan qualify as such under Section 422 of the Code.
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<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
PNC BANK CORP.
1997 LONG-TERM INCENTIVE AWARD 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 post-effective amendment to
Registration Statement on Form S-8 (No. 33-54960) and/or a new Registration
Statement on Form S-8 (or other appropriate form) for the registration under
the Securities Act of 1933, as amended, of the PNC Bank Corp. 1997 Long-Term
Incentive Award Plan, which renames, amends and restates the PNC Bank Corp.
1992 Long-Term Incentive Award Plan, and to execute in such person's name,
place and stead, in any and all capacities, any and all amendments to any said
Registration Statements.
And such persons hereby ratify and confirm all that said attorney or
attorney-in-fact, or any substitute, 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 April 22, 1997.
NAME/SIGNATURE CAPACITY
- -------------- --------
/s/ THOMAS H. O'BRIEN
- ------------------------------ Chairman, Chief Executive Officer
Thomas H. O'Brien and Director
- ------------------------------ Director
Robert N. Clay
/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
Power of Attorney - 1
<PAGE> 2
/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
- ------------------------------ Director
Jackson H. Randolph
/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
- ------------------------------ Director
Garry J. Scheuring
Power of Attorney - 2
<PAGE> 3
/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
Power of Attorney - 3
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
PNC BANK CORP.
1997 LONG-TERM INCENTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director 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 post-effective amendment to Registration Statement
on Form S-8 (No. 33-54960) and/or a new Registration Statement on Form S-8 (or
other appropriate form) for the registration under the Securities Act of 1933,
as amended, of the PNC Bank Corp. 1997 Long-Term Incentive Award Plan, which
renames, amends and restates the PNC Bank Corp. 1992 Long-Term Incentive Award
Plan, and to execute in such person's name, place and stead, in any and all
capacities, any and all amendments to any said Registration Statements.
And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, 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 April 22, 1997.
NAME/SIGNATURE CAPACITY
- -------------- --------
/s/ ROBERT N. CLAY
- ------------------ Director
Robert N. Clay
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
PNC BANK CORP.
1997 LONG-TERM INCENTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director 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 post-effective amendment to Registration Statement
on Form S-8 (No. 33-54960) and/or a new Registration Statement on Form S-8 (or
other appropriate form) for the registration under the Securities Act of 1933,
as amended, of the PNC Bank Corp. 1997 Long-Term Incentive Award Plan, which
renames, amends and restates the PNC Bank Corp. 1992 Long-Term Incentive Award
Plan, and to execute in such person's name, place and stead, in any and all
capacities, any and all amendments to any said Registration Statements.
And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, 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 April 22, 1997.
Name/Signature Capacity
- -------------- --------
/s/ JACKSON H. RANDOLPH
- ----------------------- Director
Jackson H. Randolph
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
PNC Bank Corp.
1997 Long-Term Incentive Award Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director 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 post-effective amendment to Registration Statement
on Form S-8 (No. 33-54960) and/or a new Registration Statement on Form S-8 (or
other appropriate form) for the registration under the Securities Act of 1933,
as amended, of the PNC Bank Corp. 1997 Long-Term Incentive Award Plan, which
renames, amends and restates the PNC Bank Corp. 1992 Long-Term Incentive Award
Plan, and to execute in such person's name, place and stead, in any and all
capacities, any and all amendments to any said Registration Statements.
And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, 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 April 22, 1997.
NAME/SIGNATURE CAPACITY
- -------------- --------
/s/ VINCENT A. SARNI
- -------------------- Director
Vincent A. Sarni
