EXHIBIT 10.13

Exhibit 10.13

PNC FINANCIAL CORP
1992 DIRECTOR SHARE INCENTIVE PLAN

1. DEFINITIONS

In this Plan, except where the context otherwise indicates, the following
definitions apply:

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

1.2. "Committee" means the committee appointed by the Board to administer
the Plan. Unless otherwise determined by the Board, the Personnel and
Compensation Committee of the Board shall be the Committee.

1.3. "Common Stock" means the common stock, par value $5.00 per share, of
the Corporation.

1.4. "Corporation" means PNC Financial Corp.

1.5. "Date of Grant" means the date on which Non-Employee Directors are
entitled to receive Director Shares pursuant to Article 6.

1.6. "Director Shares" means Shares awarded pursuant to Article 6.

1.7. "Fair Market Value" means the closing price of the Common Stock on
the New York Stock Exchange composite transactions tape on the applicable date
or the nearest preceding date on which a sale was reported.

1.8. "Grantee" means a Non-Employee Director to whom Director Shares have
been awarded pursuant to Article 6.

1.9. "Non-Employee Director" means as of any date a person who on such
date is a director of the Corporation and is not an employee of the Corporation
or any Subsidiary.

1.10. "Plan" means this PNC Financial Corp 1992 Director Share Incentive
Plan.

1.11. "Share" means a share of authorized but unissued Common Stock or a
reacquired share of Common Stock.

1.12. "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
Non-Employee Directors of outstanding ability and to promote identification of
their interests with those of the shareholders of the Corporation.

3. ADMINISTRATION

The Plan shall be administered by the Committee. 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 construe and interpret the Plan;

3.2. to make all determinations and take all other actions necessary or
advisable for the administration of the Plan, except that the persons entitled
to receive awards of Director Shares and the dates and amounts of such awards
shall be determined as provided in Article 6, and the Committee shall have no
discretion as to such matters; and

3.3. to delegate to officers or managers of the Corporation or any
Subsidiary the authority to perform administrative functions under the Plan.


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Any determination or actions made or taken by the Committee pursuant to
this Article shall be binding and final.

4. ELIGIBILITY

Director Shares shall be awarded only to Non-Employee Directors, including
members of the Committee, as provided in Article 6.

5. STOCK SUBJECT TO THE PLAN

The maximum number of shares that may be issued under the Plan is 200,000.

6. DIRECTOR SHARES

On April 28, 1992 and thereafter on the first business day of each
calendar year during the term of the Plan, commencing January 4, 1993, each
person who is then a Non-Employee Director shall, automatically and without
necessity of any action by the Committee, be entitled to receive a number of
Shares (rounded to the nearest whole share) having a Fair Market Value on such
Date of Grant equal to five thousand dollars ($5,000). Notwithstanding the
foregoing, the number of Director Shares to be issued to any Non-Employee
Director on any annual Date of Grant shall not exceed one thousand (1,000)
Shares. If on any annual Date of Grant the number of Director Shares otherwise
issuable to the Non-Employee Directors shall exceed the number of Shares then
remaining available under the Plan, each Non-Employee Director shall be entitled
to receive a number of Director Shares equal to the number of Shares then
remaining available under the Plan, divided by the number of Non-Employee
Directors, disregarding any fractions of a Share. Certificates for Director
Shares awarded pursuant to this Article 6 shall be issued to Non-Employee
Directors as promptly as practicable following the Date of Grant.

7. CAPITAL ADJUSTMENTS

The maximum number of Shares subject to the Plan pursuant to Article 5 and
the maximum number of Director Shares which may be issued to any Non-Employee
Director on any Date of Grant pursuant to Article 6 shall be proportionately
adjusted to reflect any dividend or other distribution on the outstanding Common
Stock payable in Shares of Common Stock or any split or consolidation of the
outstanding shares of Common Stock. If the outstanding Common Stock shall, in
whole or in part, be changed into or exchangeable for a different class or
classes of securities of the Corporation or securities of another corporation,
whether through recapitalization, merger, consolidation, reorganization or
otherwise, then (subject to the powers of the Board to terminate or amend the
Plan in whole or in part as provided in Article 8) the $5,000 in Fair Market
Value which each Non-Employee Director is entitled to receive on any Date of
Grant pursuant to Article 6 shall thereafter be paid in the class, or
proportionately in the classes, of securities into which the outstanding shares
of Common Stock shall have been converted or for which they are exchangeable,
and the maximum amount of securities issuable under the Plan under Article S and
the maximum amount of securities which may be issued to any Non-Employee
Director on a Date of Grant under Article 6 shall be the amount of securities
into or for which the maximum number of Shares of Common Stock otherwise
issuable under the Plan or issuable on such Date of Grant to any Non-Employee
Director shall be changed or exchangeable. The method for determining the Fair
Market Value of any such class or classes of securities on the Date of Grant
shall be the method determined by the Committee in good faith to be as similar
as reasonably practicable to the method for determining the Fair Market Value of
Director Shares hereunder.

8. TERMINATION OR AMENDMENT

The Board shall have the power to terminate the Plan in whole or in part
and to amend it in any respect, provided that, the Board may not, without the
approval of the shareholders of the Corporation, amend the Plan so as to
increase materially the aggregate number of Shares that may be issued under the
Plan (except as provided in Article 7), to modify materially the


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requirements as to eligibility to receive Director Shares or to increase
materially the benefits accruing to participants under the Plan. The provisions
of the Plan relating to the determination of the persons entitled to receive
awards of Director Shares pursuant to Article 6 and the dates and amounts of
such awards shall not be amended (except as provided in Article 7) more than
once every six months, other than to comport with changes in the Internal
Revenue Code and the regulations thereunder.

9. EFFECTIVENESS OF THE PLAN AND AMENDMENTS

The Plan and any amendments requiring shareholder approval pursuant to
Article 8 are subject to approval by vote of the shareholders of the Corporation
within 12 months after their adoption by the Board. Director Shares may be
awarded prior to shareholder approval of amendments, but any Director Share
award requiring such amendments shall be subject to the approval of the
amendments by the shareholders. The date on which any Director Shares awarded
prior to shareholder approval of the amendment are awarded shall be the Date of
Grant for all purposes of the Plan as if the Director Shares had not been
subject to such approval. Any Director Shares awarded subject to shareholder
approval of an amendment and any dividends payable thereon are subject to
forfeiture if such shareholder approval is not obtained.

10. 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 Director Shares
awarded hereunder, and against all amounts reasonably paid by them in settlement
thereof or paid by them in satisfaction 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.

11. GENERAL PROVISIONS

11.1. The establishment of the Plan shall not confer upon any Non-Employee
Director any legal or equitable right against the Corporation or the Committee,
except as expressly provided in the Plan.

11.2. The Plan does not constitute inducement for the service of any
Non-Employee Director, nor is it a contract between the Corporation and any
Non-Employee Director. Participation in the Plan shall not give any Non-Employee
Director any right to be retained in the service of the Corporation.

11.3. The Corporation and its Subsidiaries may assume options, warrants or
rights to purchase or receive stock issued, granted or awarded 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, award or assume stock or options,
warrants or rights to purchase or receive stock, otherwise than under this Plan,
or to adopt other stock plans or to impose any requirement of shareholder
approval upon the same.

11.4. The interests of any Non-Employee Director under the Plan are not
subject to the claims of creditors and may not, in any way, be assigned,
alienated or encumbered.

11.5. The Plan shall be governed, construed and administered in accordance
with the laws of the Commonwealth of Pennsylvania.



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