<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT 0F 1934
FOR THE YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT 0F 1934
For the transition period from to
----------------- -----------------
COMMISSION FILE NUMBER 1-9718
PNC BANK CORP.
(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)
(412) 762-1553
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE> 2
By filing this amendment ("Amendment No. 2"), the undersigned
registrant hereby further amends its Annual Report on Form 10-K for the
year ended December 31, 1998, ("1998 Form 10-K"), as amended by Form
10-K/A ("Amendment No. 1") to include, as permitted by Rule 15d-21
under the Securities Exchange Act of 1934, as amended ("Exchange Act"),
the financial statements and exhibits required by Form 11-K with
respect to the PNC Retirement Savings Plan ("Retirement Plan").
In accordance with Rule 12b-15 of the Exchange Act, Item 14 of Part IV
of the 1998 Form 10-K is hereby amended and restated to read in its
entirety as follows:
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following report of independent auditors of PNC Bank Corp.
("Corporation") and consolidated financial information of the
Corporation, included in the Annual Report to Shareholders at the page
indicated, are incorporated herein by reference.
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS ANNUAL REPORT
----------------------------------------------------------------------------------------------------------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors 63
Consolidated Statement of Income for the three years ended December 31, 1998 64
Consolidated Balance Sheet as of December 31, 1998 and 1997 65
Consolidated Statement of Changes in Shareholders' Equity for the three years ended
December 31, 1998 66
Consolidated Statement of Cash Flows for the three years ended December 31, 1998 67
Notes to Consolidated Financial Statements 68-87
Selected Quarterly Financial Data 88
As permitted by Rule 15d-21 of the Exchange Act, the following
financial statements of the PNC Bank Corp. Incentive Savings Plan, as
amended and report of independent auditors thereon are filed with
Amendment No. 1 at the page indicated and are incorporated herein by
reference.
</TABLE>
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS AMENDMENT NO. 1
----------------------------------------------------------------------------------------------------------
<S> <C>
Report of Independent Auditors 5
Statements of Net Assets Available for Benefits with Fund Information 6
Statements of Changes in Net Assets Available for Benefits with Fund
Information 9
Notes to Financial Statements 12
Schedule of Assets Held for Investment Purposes 19
Schedule of Loans 21
Schedule of Reportable Transactions 22
</TABLE>
-2-
<PAGE> 3
As permitted by Rule 15d-21 of the Exchange Act, the following
financial statements of the Retirement Plan and report of independent
auditors thereon are filed with Amendment No. 2 at the page indicated.
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS AMENDMENT NO. 2
----------------------------------------------------------------------------------------------------------
<S> <C>
Report of Independent Auditors 5
Statements of Net Assets Available for Benefits 6
Statements of Changes in Net Assets Available for Benefits 7
Notes to Financial Statements 8
Schedule of Assets Held for Investment Purposes 15
Schedule of (Overdue) Loans or Fixed Income Obligations 16
Schedule of Reportable Transactions 17
</TABLE>
FINANCIAL STATEMENT SCHEDULES
-----------------------------------------------------------------------
Not applicable.
REPORTS ON FORM 8-K
-----------------------------------------------------------------------
The following reports on Form 8-K were filed during the quarter ended
December 31, 1998, or thereafter:
Form 8-k dated as of October 15, 1998, reporting the Corporation's
consolidated financial results for the three and nine months ended
September 30, 1998, filed pursuant to Item 5.
Form 8-K dated as of December 23, 1998, reporting developments
regarding the Corporation's credit card business, filed pursuant to
Item 5.
Form 8-K dated as of January 19, 1999, reporting the Corporation's
consolidated financial results for the three months and year ended
December 31, 1998, filed pursuant to Item 5.
Form 8-K dated as of February 16, 1999, reporting the public offering
of $250,000,000 of 6 1/8% subordinated notes due 2009, filed pursuant
to Item 5.
EXHIBITS
-----------------------------------------------------------------------
The exhibits listed on the Exhibit Index on pages 19 and 20 of this
Amendment No. 2 are filed herewith or are incorporated herein by
reference.
-3-
<PAGE> 4
PNC Retirement Savings Plan
Audited Financial Statements
Years ended June 30, 1999 and 1998
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors ................................................5
Audited Financial Statements
Statements of Net Assets Available for Benefits ...............................6
Statements of Changes in Net Assets Available for Benefits ....................7
Notes to Financial Statements .................................................8
Schedules
Line 27a--Schedule of Assets Held for Investment Purposes ....................15
Line 27b--Schedule of (Overdue) Loans or Fixed Income Obligations ............16
Line 27d--Schedule of Reportable Transactions ................................17
</TABLE>
-4-
<PAGE> 5
Report of Independent Auditors
Administrative Committee
PNC Bank Corp.
Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the PNC Retirement Savings Plan as of June 30, 1999 and 1998, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at June
30, 1999 and 1998, and the changes in its net assets available for benefits for
the years then ended, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes and (overdue) loans or fixed income obligations as
of June 30, 1999, and reportable transactions for the year then ended, are
presented for purpose of additional analysis and are not a required part of the
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
November 24, 1999
-5-
<PAGE> 6
PNC Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
JUNE 30
1999 1998
---------------------------
<S> <C> <C>
Investments at fair value:
Investments in Master Trust $13,380,447 $ --
Other participant-directed investments 1,357,933 10,389,871
PNC Bank Corp. common stock 14,901,614 10,346,788
Other nonparticipant-directed investments -- 188,870
---------------------------
Total investments 29,639,994 20,925,529
Receivables:
Accrued income -- 7,961
Employer contributions 4,471,071 4,356,190
Other -- 41,313
---------------------------
Net assets available for benefits $34,111,065 $25,330,993
===========================
</TABLE>
See accompanying Notes to Financial Statements.
-6-
<PAGE> 7
PNC Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
1999 1998
----------------------------
<S> <C> <C>
Net assets available for benefits at beginning of year $ 25,330,993 $ 14,786,690
Additions:
Interest and dividends 768,070 901,689
Contributions:
Employer 4,474,352 4,356,190
Employee 4,534,126 3,660,260
Rollover 414,958 533,163
Net realized and unrealized appreciation 1,764,141 3,010,330
Other, net 87,723 (27,654)
----------------------------
Total additions 12,043,370 12,433,978
Deductions:
Payments to participants or beneficiaries (3,227,114) (1,889,675)
Expenses (36,184) --
----------------------------
Net assets available for benefits at end of year $ 34,111,065 $ 25,330,993
============================
</TABLE>
See accompanying Notes to Financial Statements.
-7-
<PAGE> 8
PNC Retirement Savings Plan
Notes to Financial Statements
June 30, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
VALUATION
Marketable securities are stated at fair value. Securities are valued at the
last public sale price of the securities listed on the New York Stock Exchange.
If no sales were reported, and in the case of securities traded over the
counter, the last bid price at the close of business is used. The value of any
security not listed or quoted on any exchange is determined by the last closing
bid price, reference to the bid price of any published quotations in common use,
or by the quotation of a reputable broker.
The fair values of the participation units in the short-term investment funds
and registered investment companies are based on quoted redemption values on the
last business day of the plan year. Loans are valued at the amount of principal
outstanding.
The Retirement Savings Plan's assets are concentrated in the stock and bond
markets. Realization of the respective values is subject to the results of these
markets.
USE OF ESTIMATES
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
2. DESCRIPTION OF THE PLAN
The following description of the PNC Retirement Savings Plan ("the Plan")
provides only general information. Participants should refer to the plan
prospectus for a more complete description of the Plan's provisions.
PNC Bank Corp. ("PNC Bank") is the sponsor of the Plan. The Plan covers
substantially all eligible employees of the following PNC Bank subsidiaries: PNC
Mortgage Corp. of America and PNC Mortgage Securities Corp. Effective November
30, 1997, PNC Mortgage Bank, N.A.
-8-
<PAGE> 9
2. DESCRIPTION OF THE PLAN (CONTINUED)
was merged with and into PNC Bank, N.A. Former employees of PNC Mortgage Bank,
N.A. were transferred to other subsidiaries that participate in the Plan.
Account balances of eligible employees who formerly participated in PNC Bank
Corp. Incentive Savings Plan (ISP) sponsored by PNC Bank prior to the effective
date of the Plan were automatically transferred to this Plan. Certain eligible
employees who were deemed grandfathered as defined in the ISP and PNC Bank Corp.
Pension Plan (Pension Plan) had the option to remain in the ISP and Pension Plan
or transfer their accumulated balance to this Plan.
The Plan allows participants to contribute from 1% to 12% of their biweekly
compensation as defined in the Plan on a pretax 401(k) basis subject to Internal
Revenue Code limitations. PNC Bank will match 100% of employee contributions up
to 6% of compensation (as defined in the Plan) and will contribute 2% of base
compensation (as defined in the Plan) if certain criteria as specified in the
Plan are met. Effective for plan years beginning after July 1, 1997, the 6%
matching contributions will be made by the ISP. As such, participants in the
Plan are participants in the ISP with respect to such matching contributions. In
addition, PNC Bank may make discretionary contributions to the Plan. No
discretionary contributions were made for the year ended June 30, 1999. For the
year ended June 30, 1998, an additional matching contribution of $892,000 was
made to eligible participants. Participants are fully vested in their balances,
including employer contributions. Plan income is allocated to participants based
on an average participant investment balance on a quarterly basis. Generally,
beginning July 1, 1998, plan income is reflected on a daily basis with the
pricing of mutual funds. Income from the BlackRock Money Market Portfolio and
the BlackRock Core Bond Portfolio is allocated monthly. Capital gain income is
allocated once the gain is declared by the actual fund.
Prior to July 1998, participants in the Plan could invest voluntary
contributions and balances rolled over from prior plans in any of the following
four investment options: Fund A (an equity fund,) Fund B (an intermediate-term
fixed income fund,) Fund C (a short-term fixed income fund,) and Fund D (PNC
Bank Corp. common stock fund). Effective July 1, 1998, balances in the old funds
were transferred or re-named to the following:
<TABLE>
<CAPTION>
Old Fund New Fund as of July 1, 1998
-------- ---------------------------
<S> <C>
Fund A--Equity PNC Aggressive Profile Fund
Fund B--Intermediate-Term Fixed Income BlackRock Core Bond Portfolio
Fund C--Short-Term Fixed Income BlackRock Money Market Portfolio
Fund D--PNC Bank Corp. Common Stock PNC Bank Corp. Common Stock Fund
</TABLE>
-9-
<PAGE> 10
2. DESCRIPTION OF THE PLAN (CONTINUED)
In addition, seven new investment fund options were added to the Plan as
follows: BlackRock Index Equity Portfolio, BlackRock Small Cap Growth Equity
Portfolio, BlackRock Large Cap Value Equity Portfolio, BlackRock Small Cap Value
Equity Portfolio, BlackRock International Equity Portfolio, PNC Conservative
Profile Fund, and PNC Balanced Profile Fund. Employer matching contributions for
participants whose age is less than 55 (50 effective April 1, 1999) are made in
PNC Bank common stock. Participants age 55 (age 50 effective April 1, 1999) or
older can choose to have their matching contribution made in PNC Bank common
stock or in cash to invest in the other funds.
The Plan has a loan feature that allows participants to borrow against their
balance in accordance with the loan policies established by the Administrative
Committee. Such borrowings are reflected as participant loans. Under certain
circumstances, the Plan permits withdrawals by participants.
Although it has not expressed an interest to do so, PNC Bank has the right under
the Plan to discontinue contributions and to terminate the Plan subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
3. TRANSACTIONS WITH PARTIES-IN-INTEREST
PNC Bank, N.A., a wholly owned subsidiary of PNC Bank, is the Plan's trustee.
Investments under the Plan are participant directed. Investment options include
various portfolios of the BlackRock Funds, which are registered investment
companies (mutual funds) from which PNC Bank affiliates, including BlackRock
Financial Management, Inc. and PFPC Inc., receive compensation for providing
services, such as investment advisory, custodial and transfer agency services.
Prior to February 12, 1998, PNC Bank paid administrative costs incurred by the
Plan. Effective February 12, 1998, certain plan administrative expenses are paid
by the Plan.
4. INVESTMENTS
Plan's investments are in a Master Trust, which was established on July 1, 1998
for the investment of assets of the Plan and the PNC Bank Corp. Incentive
Savings Plan. Each participating retirement plan has an undivided interest in
the Master Trust. At June 30, 1999, the Plan's interest in the net assets of the
Master Trust was approximately 3%. Investment income and expenses are allocated
to the Plan based upon its pro rata share in the net assets of the Master Trust.
-10-
<PAGE> 11
4. INVESTMENTS (CONTINUED)
The following table presents the fair value of investments in the Master Trust:
<TABLE>
<CAPTION>
JUNE 30
1999
------------
<S> <C>
Investments at fair value:
PNC Balanced Profile Fund $ 8,197,084
PNC Aggressive Profile Fund 234,294,096
PNC Conservative Profile Fund 3,200,009
BlackRock Money Market Portfolio 73,852,185
BlackRock Large Cap Value Equity Portfolio 8,262,453
BlackRock Index Equity Portfolio 39,303,946
BlackRock Small Cap Value Equity Portfolio 2,826,162
BlackRock International Equity Portfolio 1,892,505
BlackRock Small Cap Growth Equity Portfolio 4,189,205
BlackRock Core Bond Portfolio 62,258,512
------------
$438,276,157
============
The following table presents income recorded by the Master Trust:
YEAR ENDED
JUNE 30
1999
------------
Net appreciation (depreciation) in fair value of investments:
PNC Balanced Profile Fund $ 624,180
PNC Aggressive Profile Fund 28,587,957
PNC Conservative Profile Fund 129,809
BlackRock Large Cap Value Equity Portfolio 813,124
BlackRock Index Equity Portfolio 4,354,541
BlackRock Small Cap Value Equity Portfolio 167,711
BlackRock International Equity Portfolio 111,748
BlackRock Small Cap Growth Equity Portfolio 585,121
BlackRock Core Bond Portfolio (3,337,855)
------------
32,036,336
Interest and dividend income 11,006,536
------------
$ 43,042,872
============
</TABLE>
-11-
<PAGE> 12
4. INVESTMENTS (CONTINUED)
NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
<TABLE>
<CAPTION>
JUNE 30
1999 1998
--------------------------
<S> <C> <C>
Net assets:
PNC Bank Corp. common stock $14,901,614 $10,346,788
Short-term investments -- 188,870
Employer matching contribution 4,471,071 3,723,540
Other receivables -- 11,159
--------------------------
$19,372,685 $14,270,357
==========================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
1999 1998
---------------------------
<S> <C> <C>
Changes in net assets:
Contributions $ 5,745,836 $ 4,839,685
Interest and dividends 446,369 282,886
Net realized and unrealized appreciation 771,392 2,528,189
Transfers from participant-directed investments (384,255) (23,422)
Payments to participants or beneficiaries (1,456,948) (862,166)
Expenses (20,066) --
Other -- 10,608
---------------------------
$ 5,102,328 $ 6,775,780
===========================
</TABLE>
-12-
<PAGE> 13
4. INVESTMENTS (CONTINUED)
NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED)
Individual investments that represent 5% or more of the Plan's net assets are as
follows:
<TABLE>
<CAPTION>
1999 1998
--------------------- ---------------------
<S> <C> <C>
PNC Bank Corp. common stock $14,901,614* $10,346,788*
BlackRock Money Market Portfolio (a) 1,488,857
BlackRock Funds--Select Equity:
Portfolio Fund 095 Institutional Class (a) 1,434,861
</TABLE>
(a) Included in Master Trust
* Nonparticipant-directed
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 26, 1998, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan has been amended since the
date of the determination letter. The plan administrator believes that the Plan
is being operated in compliance with the applicable requirements of the Code
and, therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits at June
30, 1999 and 1998 per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
JUNE 30
1999 1998
---------------------------
<S> <C> <C>
Net assets available for benefits per the financial statements $34,111,065 $ 25,330,993
Amounts allocated to withdrawn participants -- (429,936)
---------------------------
Net assets available for benefits per the Form 5500 $34,111,065 $ 24,901,057
===========================
</TABLE>
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<PAGE> 14
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended June 30, 1999 to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
JUNE 30
1999
-----------
<S> <C>
Benefits paid to participants per the financial statements $ 3,227,114
Add amounts allocated on Form 5500 to withdrawn participants at June 30, 1999 --
Deduct amounts allocated on Form 5500 to withdrawn participants at June 30, 1998 (429,936)
-----------
Benefits paid to participants per the Form 5500 $ 2,797,178
===========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to June
30 but not yet paid.
7. SUBSEQUENT EVENTS
Effective July 1, 1999, the Plan will change its year-end to a calendar
year-end.
Effective January 1, 2000, the Employer Matching Contribution will be made as of
each pay period versus annually and the Employer Basic Contribution will change
from 2% of the participant's base compensation, as defined in the Plan, to
1-1/2%.
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<PAGE> 15
PNC Retirement Savings Plan
Plan 003
EIN 25-1674164
Line 27a--Schedule of Assets Held for Investment Purposes
June 30, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, OR DESCRIPTION OF
SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- ---------------------------------------------------------------------------------------------
PNC BANK CORP. COMMON STOCK
<S> <C> <C> <C>
Common Stock
- ------------
*PNC Bank Corp. 258,596 shares $8,280,542 $14,901,614
Participant Loans
- -----------------
Installment loans 6-1/4% to 9% -- 1,357,933
</TABLE>
*Party-in-interest
-15-
<PAGE> 16
PNC Retirement Savings Plan
Plan 003
EIN 25-1674164
Line 27b--Schedule of (Overdue) Loans or Fixed Income Obligations
June 30, 1999
<TABLE>
<CAPTION>
AMOUNT
ORIGINAL RECEIVED IN AMOUNT UNPAID INTEREST
NAME CITY STATE ZIP AMOUNT 1998/1999 OVERDUE BALANCE RATE LOAN DATE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Judith Rogers Chicago IL 60618 $ 5,300 $ -- $2,150.96 $5,179.81 8.25% March 3, 1997
Charlene Falls Paterson NJ 07544 12,500 -- 200.14 2,500.00 7.75% April 16, 1999
Herrice Britton-Dixon Broadview IL 60153 4,400 748.98 499.32 3,896.10 8.50% March 31, 1998
Richard Lester Charlotte NC 28210 5,500 468.00 416.00 5,189.79 8.50% October 1, 1998
Martha Poff New Albany IN 47150 14,100 102.87 1,702.87 3,513.77 7.75% December 31, 1994
</TABLE>
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<PAGE> 17
PNC Retirement Savings Plan
Plan 003
EIN 25-1674164
Line 27d--Schedule of Reportable Transactions
Year ended June 30, 1999
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
PURCHASE TRANSACTION NET GAIN
DESCRIPTION OF ASSET PRICE SELLING PRICE COST OF ASSET DATE (LOSS)
- --------------------------------------------------------------------------------------------------------
Category (iii)--Series of securities transactions
- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
PNC Bank Corp.
Common Stock
43,908 shares $2,294,455 $ -- $2,294,455 $2,294,455 $ --
31,470 shares -- 1,628,627 1,685,185 1,628,627 (56,558)
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during the year
ended June 30, 1999.
-17-
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, PNC Bank Corp. has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
PNC BANK CORP.
(Registrant)
By /s/ Robert L. Haunschild
---------------------------------
Robert L. Haunschild
Senior Vice President and
Chief Financial Officer
Date: December 22, 1999
-18-
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing +
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Articles of Incorporation of the Corporation, as amended. Incorporated herein by reference to Exhibit
3.1 of the Annual Report on Form
10-K for the year ended December 31, 1998
("1998 Form 10-K").
3.2 By-Laws of the Corporation, as amended. Incorporated herein by reference to Exhibit
99.2 of the Current Report on Form 8-K
dated January 15, 1998.
4.1 Instruments defining the rights of holders of long-term debt of
the Corporation and its subsidiaries are not filed as Exhibits
because the amount of debt under each instrument is less than
10 percent of the consolidated assets of the Corporation. The
Corporation undertakes to file these instruments with the
Commission on request.
4.2 Designation of Series: $1.80 Cumulative Convertible Preferred Incorporated herein as part of Exhibit 3.1.
Stock -- Series A.
4.3 Designation of Series: $1.80 Cumulative Convertible Preferred Incorporated herein as part of Exhibit 3.1.
Stock -- Series B.
4.4 Designation of Series: $1.60 Cumulative Convertible Preferred Incorporated herein as part of Exhibit 3.1.
Stock -- Series C.
4.5 Designation of Series: $1.80 Cumulative Convertible Preferred Incorporated herein as part of Exhibit 3.1.
Stock -- Series D.
4.6 Designation of Series: Fixed/Adjustable Rate Noncumulative Incorporated herein as part of Exhibit 3.1.
Preferred Stock -- Series F.
10.1 Supplemental Executive Retirement Income and Disability Plan of Incorporated herein by reference to Exhibit
the Corporation. 10.2 of the Annual Report on Form 10-K
for the year ended December 31, 1990
("1990 Form 10-K"). *
10.2 Amendments to Supplemental Executive Retirement Income and Incorporated herein by reference to Exhibit
Disability Plan. 10.2 of the Annual Report on Form 10-K
for the year ended December 31, 1996
("1996 Form 10-K). *
10.3 Amendment to Supplemental Executive Retirement Income and Incorporated herein by reference to. Exhibit
Disability Plan 10.3 of the 1998 Form 10-K.*
10.4 Supplemental Executive Life Insurance and Spouse's Benefit Plan of Incorporated herein by reference to Exhibit
the Corporation. 10.3 of the 1990 Form 10-K. *
10.5 November 21, 1996 Amendment to Supplemental Executive Life Incorporated herein by reference to Exhibit
Insurance and Spouse's Benefit Plan. 10.4 of the 1996 Form 10-K. *
10.6 1997 Long-Term Incentive Award Plan of the Corporation ("1997 Incorporated herein by reference to Exhibit
Award Plan"). 4.3 of the Corporation's Post-Effective
Amendment No. 1 to Registration
Statement on Form S-8 at File No. 33-
54960.*
10.7 Form of Nonstatutory Stock Option Agreement under 1997 Award Plan. Incorporated herein by reference to Exhibit
10.6 to the 1997 Form 10-K.*
10.8 Form of Nonstatutory Stock Option Agreement under 1997 Award Plan Incorporated herein by reference to
for options granted on or after February 17,1999. Exhibit 10.8 of the 1998 Form 10-K.*
10.9 Form of Incentive Share Agreement under 1992 Award Plan (June Incorporated herein by reference to Exhibit
1995), as amended November 21, 1996. 10.7 of the 1996 Form 10-K. *
10.10 Form of Addendum to Nonstatutory Stock Option Agreement relating Incorporated herein by reference to Exhibit
to Reload Nonstatutory Stock Options. 10.8 to the 1997 Form 10-K. *
10.11 Form of Reload Nonstatutory Stock Option Agreement. Incorporated herein by reference to Exhibit
10.9 to the 1997 Form 10-K. *
</TABLE>
-19-
<PAGE> 20
<TABLE>
<S> <C> <C>
10.12 Form of Incentive Share Agreement - Share Price, RSR and ROCE Incorporated herein by reference to Exhibit
Performance Goals. 10.10 to the 1997 Form 10-K. *
10.13 PNC Bank Corp. 1994 Annual Incentive Award Plan. Incorporated by reference to Exhibit 10.6
of the Annual Report on Form 10-K for
the year ended December 31, 1994 ("1994
Form 10-K"). *
10.14 PNC Bank Corp. 1996 Executive Incentive Award Plan. Incorporated by reference to Exhibit 10.2
of the Quarterly Report on Form 10-Q for
the quarter ended September 30,
1996 ("3Q 1996 Form 10-Q"). *
10.15 PNC Bank Corp. and Affiliates Deferred Compensation Plan. Incorporated by reference to Exhibit 4.2 to
the Corporation's Registration Statement
on Form S-8 at File No. 333-18069. *
10.16 Amendment to PNC Bank Corp. and Affiliates Deferred Compensation Incorporated herein by reference to Exhibit
Plan 10.16 to the 1998 Form 10-K.*
10.17 PNC Bank Corp. Supplemental Incentive Savings Plan as amended. Incorporated by reference to Exhibit 4.1
to the Corporation's Registration Statement
on Form S-8 at File No. 333-18069. *
10.18 PNC Bank Corp. Supplemental Pension Plan, as amended. Incorporated herein by reference to Exhibit
10.12 of the 1996 Form 10-K. *
10.19 1992 Director Share Incentive Plan. Incorporated herein by reference to Exhibit
10.6 of the Annual Report on Form 10-K
for the year ended December 31, 1992. *
10.20 PNC Bank Corp. Directors Retirement Plan. Incorporated by reference to Exhibit 10.7
of the 1994 Form 10-K. *
10.21 PNC Bank Corp. Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1
of the 3Q 1996 Form 10-Q. *
10.22 Form of Change in Control Severance Agreement. Incorporated herein by reference to Exhibit
10.17 of the 1996 Form 10-K. *
10.23 Amended and Restated Trust Agreement between the Corporation, Incorporated herein by reference to Exhibit
as Settlor, and NationsBank, N.A., as Trustee (which has been 10.18 of the 1996 Form 10-K. *
replaced by Hershey Trust Company, as successor Trustee).
12.1 Computation of Ratio of Earnings to Fixed Charges. Filed as Exhibit 12.1 to the 1998 Form 10-K.
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Filed as Exhibit 12.2 to the 1998 Form 10-K.
Preferred Dividends.
13 Excerpts from the Annual Report to Shareholders for the year Filed as Exhibit 13 to the 1998 Form 10-K.
ended December 31, 1998. Such Annual Report, except for
those portions thereof that are expressly incorporated by
reference herein, is furnished for information of the SEC only
and is not deemed to be "filed" as part of this Form 10-K/A.
21 Schedule of Certain Subsidiaries of the Corporation. Filed as Exhibit 21 to the 1998 Form 10-K.
23.1 Consent of Ernst & Young LLP, independent auditors for the Filed as Exhibit 23 to the 1998 Form 10-K.
Corporation.
23.2 Consent of Ernst & Young LLP, independent auditors for the PNC Filed as Exhibit 23.2 to the 1998 Form 10-K/A
Plan. (Amendment No. 1)
23.3 Consent of Ernst & Young LLP, independent auditors for the PNC Filed herewith.
Retirement Savings Plan.
24 Power of Attorney of directors and officers of the Corporation. Filed as Exhibit 24 to the 1998 Form 10-K.
27 Financial Data Schedule. Filed as Exhibit 27 to the 1998 Form 10-K.
</TABLE>
- ----------------------------------------------------------------------
+ Except where otherwise expressly noted, incorporated document references are
to Commission File No. 1-9718.
* Denotes management contract or compensatory plan.
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<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-03901) pertaining to the PNC Retirement Savings Plan and in the
related Prospectus of our report dated November 24, 1999 with respect to the
financial statements and schedules of the PNC Retirement Savings Plan, all of
which are included in this Annual Report on Form 10-K/A (Amendment No. 2) for
the year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
December 22, 1999
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