<PAGE> 1
Exhibit 10.17
[PNC Letterhead]
May 5, 2000
Thomas H. O'Brien
The PNC Financial Services Group, Inc.
One PNC Plaza, 30th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Dear Tom:
On behalf of The PNC Financial Services Group, Inc. ("PNC"), I want to express
our appreciation for your interest and willingness to serve and make yourself
available as a consultant following your retirement on April 30, 2000. This
letter agreement sets forth the terms and conditions we have agreed upon,
subject to approval by the Personnel and Compensation Committee of PNC's Board
of Directors.
The services you have agreed to provide include consultation with the Chief
Executive Officer from time to time, assistance and support in acquisition and
divestiture planning, and establishing and maintaining customer relationships
and our corporate presence in the communities served by PNC. Your services may
also be requested for other projects from time to time. You will be provided
with appropriate office space and secretarial services in One PNC Plaza for your
use in performing these consulting services.
PNC will pay you a flat fee of $45,000.00 per month as compensation for your
availability and for all services you provide in a given month, regardless of
the amount of work actually requested or performed. You will need to submit a
monthly invoice to PNC no later than the thirtieth (30th) day of each month. PNC
will make payment to you on the first business day of the following month, or as
soon thereafter as is practicable. PNC will also reimburse your reasonable
expenses incurred in performing consulting services for PNC. Those expenses
should be submitted with your monthly invoice for reimbursement.
As further consideration for your availability and for services performed as
consultant to PNC, and to further your role as consultant, PNC will provide
certain non-cash compensation to you. Such compensation may be considered
imputed income to you, and if so, will be added to your monthly fee and reported
to you on a monthly basis.
<PAGE> 2
Thomas H. O'Brien
May 5, 2000
Page 2
Fee income paid or imputed to you will be reported by PNC using IRS Form 1099.
As an independent contractor, you agree to be solely responsible to pay all
federal, state and local taxes owed on such income, as well as for any related
reporting and recordkeeping. In the event any taxes, penalties or interest are
assessed against PNC as a consequence of any action taken by any governmental
agency with respect to your consulting arrangement, you will be asked to assist
PNC in its defense of such complaints or charges.
PNC requires all independent contractors performing services on its behalf to
maintain comprehensive general liability insurance of at least $1,000,000 per
occurrence and automobile liability coverage of at least $500,000 per occurrence
for any claims that may arise out of the services rendered under this Agreement.
PNC will assist you in identifying and obtaining appropriate coverage.
Because your services as a consultant are performed as an independent contractor
and not as an employee of PNC, you understand and agree that you are not
eligible to participate in any of PNC's employee benefit plans or programs,
except those relating to health care continuation after termination of
employment and to retirees. In the unlikely event your consulting arrangement is
reclassified as PNC employment by any governmental agency or court, you agree
that you will not seek to participate in any of PNC's employee benefit plans or
programs as a result of such reclassification.
You agree that you will not represent or hold yourself out as a PNC employee in
the furtherance of your consulting duties, and that you will maintain the
confidentiality of all confidential, proprietary and trade secret information to
which you will have access as a consultant. Similarly, as a consultant to PNC
you will be subject to the standards set forth in PNC's Code of Ethics,
including the Insider Trading Policy.
Subject to approval of the terms of this consulting arrangement by the Personnel
and Compensation Committee of PNC's Board of Directors at its next regularly
scheduled meeting, the term of this consulting arrangement will be one year,
beginning May 1, 2000 and ending April 30, 2001. You or PNC may terminate the
consulting arrangement at any time by providing at least thirty days written
notice of the intent to do so.
The consulting arrangement is made in Pennsylvania and its terms and conditions
are governed, interpreted and enforced in accordance with Pennsylvania law.
<PAGE> 3
Thomas H. O'Brien
May 5, 2000
Page 3
Tom, I am delighted that your experience and judgment will continue to be
available to PNC in your role as a consultant and I look forward to working with
you in the months ahead. Please indicate your acceptance of these terms in the
space provided below by signing both originals of this letter, retaining one for
your records and returning the other to me.
Sincerely,
/s/ James E. Rohr
James E. Rohr
Chief Executive Officer
Agreed:
/s/ Thomas H. O'Brien Dated: 5/8/00
--------------------------- ------
Thomas H. O'Brien
