EXHIBIT 10.11

Exhibit 10.11

PNC BANK CORP. AND AFFILIATES
DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED
(EFFECTIVE AS OF JANUARY 1, 1999)

WHEREAS, PNC Bank Corp. (the "Corporation") and certain of its
affiliates previously adopted and presently maintain the PNC Bank Corp. and
Affiliates Deferred Compensation Plan (the "Plan") originally effective as of
November 21, 1996;

WHEREAS, the Corporation desires to amend and restate the Plan in its
entirety, effective January 1, 1999, in order to incorporate all prior
amendments into the Plan document and make such other changes as deemed
necessary or appropriate; and

WHEREAS, section 9(b) of the Plan authorizes the Corporation to amend
the Plan at any time.

NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby
amended and restated in its entirety to read as follows:


SECTION 1

DEFINITIONS

1.1 "Account" means the bookkeeping account established for each
Participant who is entitled to a benefit under the Plan. An Account is
established only for purposes of determining deemed investments
hereunder and not to segregate assets that may or must be used to
satisfy benefits. An Account will be credited with Deferral Amounts set
forth in section 3 of the Plan and will be credited or debited to
reflect deemed investment results under section 5 of the Plan. A
Participant's "Account" shall also include amounts deferred under
deferral elections made before January 1, 1996, which pre-1996
deferrals shall be accounted for separately from Deferral Amounts for
and after 1996.

1.2 "Affiliate" means any business entity whose relationship with the
Corporation is described in subsections (b), (c) or (m) of section 414
of the Code.

1.3 "Annual Cash Incentive Award" means any annual incentive award granted
to a Participant under an incentive plan designated by the Plan Manager
as participating hereunder and listed in Schedule B hereto, any other
annual cash bonus or incentive compensation payment that may be
designated by the Plan Manager as eligible for deferral hereunder and
listed in Schedule B hereto and amounts payable under any Severance
Agreement


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1.4 "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 of the Plan.

1.5 "Board" means the Board of Directors of the Corporation.

1.6 "Change in Control" has the meaning assigned to such term in the PNC
Bank Corp. Supplemental Executive Retirement Plan as amended from time
to time.

1.7 "CIC Trigger Event" has the meaning assigned to such term in the Trust.

1.8 "Code" means the Internal Revenue Code of 1986, as amended.

1.9 "Committee" means the Personnel and Compensation Committee of the
Board.

1.10 "Corporate Executive Group" means the group designated as such by the
Corporation.

1.11 "Corporation" means PNC Bank Corp. and any successors thereto.

1.12 "Coverage Period" has the meaning assigned to such term in the PNC Bank
Corp. Supplemental Executive Retirement Plan as amended from time to
time.

1.13 "Deferral Amount" means the amount credited to a Participant's Account
in accordance with the Participant's Deferral Election less any amounts
transferred to the SISP and employment taxes. The term "Deferral
Amount" shall not include any gains or losses credited or debited
thereto.

1.14 "Deferral Election" means a Participant's irrevocable election to defer
all or a portion of the Participant's Annual Cash Incentive Award by
timely delivery to the Plan Manager of a Deferral Election Form.

1.15 "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 Cash Incentive Award, which designates when payment of
the portion of the Participant's Account attributable to such Deferral
Amount, including earnings thereon, will commence, and the form of
payment.

1.16 "Disability" means the Participant's eligibility to receive benefits
under the Employer's long-term disability plan.

1.17 "Distribution Date" means the annual payment date designated by the
Participant on the Participant's Deferral Election Form for all
distributions, except for distributions on account of Hardship. A
Participant may designate January 15 or July 15 as the applicable
annual Distribution Date.


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1.18 "Eligible Annual Cash Incentive Award" means the amount of a
Participant's Annual Cash Incentive Award up to the greater of (i)
$25,000 or (ii) 50% of the Annual Cash Incentive Award; provided,
however, that for a Participant who is not a member of the Corporate
Executive Group, the Eligible Annual Cash Incentive Award may not
exceed $125,000.

1.19 "Employee" means any person employed by an Employer.

1.20 "Employer" means the Corporation and any Affiliate that has been
designated by the Plan Manager as an Employer hereunder and listed in
Schedule A hereto.

1.21 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

1.22 "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 Plan Manager shall have the sole and absolute discretion to
determine whether a Hardship exists.

1.23 "ISP" means the PNC Bank Corp. Incentive Savings Plan as amended from
time to time.

1.24 "Participant" means any Employee who meets the eligibility criteria set
forth in section 2 of the Plan and/or has an Account under the Plan.

1.25 "Pension Plan" means the PNC Bank Corp. Pension Plan as amended from
time to time.

1.26 "Plan" means this PNC Bank Corp. and Affiliates Deferred Compensation
Plan.

1.27 "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.


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1.28 "Retirement" means that the Participant has attained age 55 and
completed five years of Vesting Service.

1.29 "Severance Agreement" means any Change in Control Severance Agreement
between the Corporation and an executive of the Corporation.

1.30 "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.

1.31 "SISP" means the PNC Bank Corp. Supplemental Incentive Savings Plan as
amended from time to time.

1.32 "Spouse" means the person to whom the Participant is legally married
(as determined under the laws of the state in which the Participant is
a resident at the time of marriage).

1.33 "Trust" means the grantor trust established by the Corporation to
assist in funding its obligations under the Plan.

1.34 "Vesting Service" has the meaning assigned such term in the Pension
Plan.


SECTION 2

ELIGIBILITY FOR PARTICIPATION

Any Employee who has historically earned or is anticipated to earn annual total
compensation in the year for which a Deferral Election is made of at least
$100,000, or such other greater amount as may be designated by the Committee
from time to time, may be eligible to participate in the Plan, if so designated
by the Plan Manager. The Plan Manager may from time to time expand or limit the
group of employees permitted to participate in the Plan. The decision as to
whether an Employee is eligible to participate in the Plan is reserved to the
Plan Manager in his or her sole discretion.


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SECTION 3

DEFERRAL ELECTION

3.1 Deferral Amount

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 Cash Incentive Award; provided, however, that a
Participant's gross Deferral Amount may not be less than $5,000 for any
year. Effective January 1, 1999, if a Participant also participates in
the ISP at the time of an Annual Cash Incentive Award, a portion of the
Eligible Annual Cash Incentive Award amount that the Participant elects
to defer under this Plan will be transferred to the SISP. The portion
that will be allocated to the SISP will equal the percentage of
"Compensation" (as defined in the ISP) the Participant has elected to
defer under the ISP multiplied by an amount equal to the difference
between (A) the Participant's "Compensation" under the ISP calculated
as if Code section 401(a)(17) were not applicable and the Participant
had not made a deferral under this Plan and (B) the Participant's
"Compensation" actually calculated under the ISP. Amounts transferred
to the SISP will be subject to the terms and conditions of the SISP.

3.2 Deferral Election Form

Except for Deferral Election Forms for any Annual Cash 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 Cash
Incentive Award payable under a Severance Agreement, any Deferral
Election Form shall apply only to an Annual Cash 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 30
days after the Employee first becomes eligible, in order to be
effective for any Annual Cash Incentive Award granted for such calendar
year. Each Deferral Election Form shall also specify the year in which
payment shall commence, the form of distribution and the applicable
Distribution Date. A Deferral Election Form for any Annual Cash
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.



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SECTION 4

DISTRIBUTION OF DEFERRAL AMOUNTS AND PARTICIPANT ACCOUNTS

4.1 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
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.

4.2 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 years or the joint life expectancy of the Participant and the
Participant's 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, 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 Cash 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 as soon as may be practicable after
the Distribution Date in the year designated by the Participant with
the remaining installments (if any) continuing to be payable as soon as
may be practicable after the same Distribution Date each year
thereafter.

4.3 Hardship Distribution

Upon approval of the Plan Manager, in his or her 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.



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4.4 Death Benefit

Except as provided in section 4.5, if a Participant's Severance From
Service occurs because of the Participant's death, either before or
after payments commence, the balance of the Participant's Account shall
be distributed to the Participant's 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 or her sole and absolute discretion, direct that the balance of any
deceased Participant's Account be paid in a single lump sum.

4.5 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 the Participant's 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
the Participant's Severance From Service.


SECTION 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 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 funds 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 daily.

The Committee, in its sole and absolute discretion, shall establish procedures
for allocating earnings to a Participant's Account.


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SECTION 6

DESIGNATION OF BENEFICIARIES

A Participant shall designate a Beneficiary or Beneficiaries to receive the
balance of the Participant's Account upon the Participant's 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 by the Participant under the Employer's group life
insurance plan, or, if no such designation exists, to the Participant's estate.


SECTION 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 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.


SECTION 8

CLAIMS PROCEDURE

8.1 Initial Claim

Claims for benefits under the Plan shall be filed with the Plan
Manager. If any Participant or Beneficiary claims to be entitled to a
benefit under the Plan and the Plan Manager determines that such claim
should be denied in whole or in part, the Plan Manager 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 (i) specific reasons for the denial, (ii) specific reference to
pertinent Plan provisions, (iii) 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
(iv) 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 by the Plan Manager. 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 or her claim.


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8.2 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 or her duly authorized representative)
may (i) file a written request with the Committee for a review of his
or her denied claim and of pertinent documents and (ii) 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.

8.3 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 any other demand, for
payments or other benefits to which such Employee claims entitlement.

SECTION 9

ADMINISTRATION

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.

This Plan is intended to be "a plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of section 201(2), 301(a)(3) and 401(a)(1) of ERISA and shall be administered in
a manner consistent with that intent.



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SECTION 10

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 or payment of a Participant's benefits
hereunder (including but not limited to the timing and form or payment of
benefits hereunder) without the consent of the Participant nor may the
provisions of this section 10 or section 11 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.


SECTION 11

SUCCESSORS

In addition to any obligations imposed by law upon any successor(s) to the
Corporation and the Employers, the Corporation and the Employers 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 the Employers to
expressly assume and agree to perform this Plan in the same manner and to the
same extent that the Corporation and the Employers would be required to perform
it if no such succession had taken place; in the event of such a succession,
references to "Corporation" and "Employers" herein shall thereafter be deemed to
include such successor(s).


SECTION 12

GOVERNING LAW

The Plan shall be governed according to the laws of the Commonwealth of
Pennsylvania to the extent not preempted by federal law.



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SECTION 13

MISCELLANEOUS

13.1 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.

13.2 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.

13.3 Withholding

All applicable federal, state, local and social security taxes will be
withheld and deducted from amounts distributed hereunder, as
appropriate.

13.4 Spendthrift Clause

The right of the Participants to any amounts deferred or invested in
this Plan shall not be transferable 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.

13.5 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, 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.

13.6 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.


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* * * *


Executed and adopted by the Director of Human Resources of PNC Bank Corp. this
_____ day of ____________________, 1999.




___________________________
William E. Rosner
Director of Human Resources


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SCHEDULE A

AFFILIATES

PNC Bank, N.A.
PNC Capital Markets, Inc.
PNC Bank Corp.
PNC Bank, FSB
PNC Alliance, Inc.
PNC Equity Management Corp.
PNC Management Services Corp.
PNC Leasing Corp.
PNC Brokerage Corp
PNC Bank, Delaware
Delvest, Inc.
BlackRock Institutional Management Corp.
PFPC, Inc.
PFPC Trust Co.
Midland Loan Services, Inc.
Columbia Housing Partners, L.P.
PNC Affordable Housing Inc.
PNC Bank, New England
PNC Mortgage Corp. of America
PNC Mortgage Securities Corp.
PNC Commercial Corp.
PNC Commercial Management, Inc.
Provident Advisers, Inc.
BlackRock Financial Mgmt (Partners)
BlackRock Financial Management, Inc.
CastleInternational Asset Management, Inc.
Provident Capital Management
Compass Capital Group, Inc.





SCHEDULE B

INCENTIVE PLANS AND OTHER ANNUAL CASH BONUSES

OR INCENTIVE COMPENSATION PAYMENTS