EXHIBIT 10.4

Exhibit 10.4
PNC BANK CORP.
SUPPLEMENTAL INCENTIVE SAVINGS PLAN

AMENDED AND RESTATED
(EFFECTIVE JANUARY 1, 1999)

WHEREAS, PNC Bank Corp. (the "Corporation") and certain of its
affiliates previously adopted and presently maintain the PNC Bank Corp.
Supplemental Incentive Savings Plan (the "Plan") originally effective as of
January 1, 1989;

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 12 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

As used in this Plan, initially capitalized terms that are not otherwise defined
herein shall have the meaning given to them in the PNC Bank Corp. Incentive
Savings Plan as amended from time to time. The following words and phrases shall
have the meanings assigned to them herein, unless the context otherwise
requires.

1.1 "Account" means that bookkeeping account established for each
Participant who is entitled to a benefit under this Plan. An Account is
established only for purposes of determining benefits hereunder and not
to segregate assets or to identify assets that may or must be used to
satisfy benefits. An Account will be credited with the 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.

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" has the meaning assigned to such term in
the Deferred Compensation Plan.


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1.4 "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.

1.5 "Committee" means the committee appointed to administer the ISP.

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

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

1.8 "Deferred Compensation Plan" means the PNC Bank Corp. and Affiliates
Deferred Compensation Plan as amended from time to time.

1.9 "Deferral Election" means a Participant's election under the ISP to
defer a percentage of his or her Compensation.

1.10 "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.

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

1.12 "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.

1.13 "Hardship" has the meaning assigned to such term in the Deferred
Compensation Plan.

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

1.15 "Matching Contributions" has the meaning assigned such term in the ISP,
except that Employers listed in Schedule B hereto do not participate in
the Matching Contributions feature of this Plan.

1.16 "Participant" means an Employee who meets the eligibility criteria set
forth in section 2 hereof.

1.17 "Plan" means this PNC Bank Corp. Supplemental Incentive Savings Plan.

1.18 "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.

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


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SECTION 2

ELIGIBILITY FOR PARTICIPATION

An Employee is eligible to participate if: (i) the Employee participated in the
Plan on December 31, 1998; (ii) the Employee participates in both the ISP and
the Deferred Compensation Plan; (iii) the Employee participates in the ISP, the
Employee is eligible to participate in the Deferred Compensation Plan and the
Employee's Elective Contributions exceed the limit under Code section 402(g); or
(iv) the Employee's Compensation exceeds the maximum amount that may be taken
into account under Code section 401(a)(17).


SECTION 3

BENEFITS

3.1 Employer Contributions, Matching Contributions and Elective
Contributions

If Employer Contributions, Matching Contributions or Elective
Contributions allocated to a Participant's Account under the ISP are
reduced for any Plan Year to conform to sections 401(a)(17), 415 or
402(g) of the Code, the Corporation will credit the Participant's
Account under this Plan with an amount equal to the difference between
(A) the maximum amount of Employer Contributions, Matching
Contributions and Elective Contributions to which the Participant would
have been entitled pursuant to the Participant's Deferral Election Form
under the ISP if sections 401(a)(17), 415 and 402(g) of the Code were
not applicable and (B) the amount of Employer Contributions, Matching
Contributions and Elective Contributions credited to the Participant
under the ISP.

3.2 Deferrals under Deferred Compensation Plan

If a Participant receives an Annual Cash Incentive Award while
participating in this Plan and elects to defer payment of the Annual
Cash Incentive Award under the Deferred Compensation Plan, a portion of
the Eligible Annual Cash Incentive Award will be transferred to this
Plan. The portion that will be allocated to this Plan will equal the
percentage of Compensation 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 the Deferred Compensation Plan and (B) the
Participant's Compensation actually calculated under the ISP. The
Corporation shall make appropriate Matching Contributions not to exceed
6%.



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SECTION 4

DISTRIBUTION; VESTING

4.1 Time and Manner of Distribution

The amount to which the Participant or Beneficiary is entitled under
this Plan will be paid at such time and in such manner as benefits are
being paid to the Participant or Beneficiary under the ISP; provided,
however, that no amount shall be paid hereunder prior to the
Participant's retirement, death or other separation from service or, if
earlier, the Participant's entitlement to payment of any amount under
the ISP by reason of disability.

4.2 Hardship Distribution

At its sole discretion and at the request of a Participant before and
after the Participant's cessation of employment with the Employer, or
at the request of any of the Participant's Beneficiaries after the
Participant's death, the Committee may accelerate and pay all or part
of any amount of a Participant's Accounts under this Plan on account of
Hardship. The amount of an accelerated distribution will be limited to
the amount determined by the Committee to be necessary to satisfy the
financial emergency.

4.3 Vesting

Amounts in a Participant's Account shall be fully vested at all times.


SECTION 5

INVESTMENT FUNDS

Amounts credited to a Participant's Account under this Plan shall be deemed to
be invested in the same investment fund or funds selected by the Participant
under the ISP (as in effect at the time that contribution would have been made
on the Participant's behalf under the ISP were it not for the limitations
described in section 3 of the Plan). In the event that a Participant elects to
change the investment of amounts accumulated under the ISP, such change shall be
applicable proportionally to amounts held in the Participant's Account under
this Plan. A Participant's Account shall be valued daily.


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SECTION 6

CHANGES TO LIMITATIONS OF CONTRIBUTIONS AND BENEFITS

When Code sections are referenced herein, it is intended that these references
shall be to such sections as they may be amended from time to time, in order
that the determination of benefits payable under the Plan shall taken into
account any amendments to limitations of contributions or benefits imposed by
section 402 or section 415 of the Code. However, references in the Plan to
section 415(c) of the Code shall also reference section 415(d) of the Code with
the amounts therein adjusted pursuant to section 415(d) of the Code.


SECTION 7

TRUST FUND

No assets of the Corporation or any Employer shall be segregated or earmarked in
respect to any benefits, and all such benefits 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 administer the Plan. The Committee shall have the same
rights, powers and duties as specified in the ISP.

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 Corporation retains the right to modify, amend or terminate the Plan;
provided, however, that no modification, amendment or termination shall, without
the consent of the Participant, adversely affect the rights of that Participant
to the benefits that have accrued under this Plan before such modification,
amendment or termination. Notice of every such modification, amendment or
termination shall be given in writing to each Participant.

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 of 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 No Contract of Employment

Participation in the Plan does not give any person any right to be
retained in the service of the Corporation or any Affiliate. The right
and power of the Corporation or any Affiliate to terminate any Employee
is expressly reserved.

13.2 Compensation under Other Plans

Any amount deferred and/or payable under this Plan shall not be
considered Compensation for the purpose of computing benefits to which
such Participant may be entitled under any qualified pension plan (as
that term is defined in section 3(3) of ERISA) or other arrangement of
the Corporation or an Affiliate for the benefit of Employees, except as
specified in such plan or arrangement.

13.3 Withholding

The Corporation or an Affiliate shall have the right to deduct from
payment of any amount under the Plan any taxes required by law to be
withheld from a Participant or Beneficiary with respect to such
payment.

13.4 Spendthrift Clause

The interests of Participant and their Beneficiaries under the Plan are
not in any way subject to their debts or other obligations and may not
be voluntarily or involuntarily sold, transferred, or assigned, except
to the extent otherwise required by 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
(including the Code), 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) any other provisions of this Plan shall
remain in full force and effect.



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13.6 Construction

No rule of strict construction shall be applied against the
Corporation, Affiliate, Committee, Board or any other person regarding
the interpretation of any terms of this Plan or any rule or procedure
established by the Committee.

Where the context allows, words in the masculine gender shall include
the feminine and neuter genders, the plural shall include the singular
and the singular shall include the plural.

The captions of sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or
construction of any of its provisions.

13.7 Corporation and Affiliate Liability

Whenever, in the Committee's opinion, any person entitled to receive
any payment is under a legal disability, a minor, or incapacitated in
any way, so as to be unable to manage his or her financial affairs, the
Corporation or an Affiliate, at its discretion, may make such payment
for the benefit of such person to his or her legal representative, or
to a relative or friend of such person for his or her benefit, or it
may apply the payment for the benefit of such person in any manner it
deems advisable. When the Corporation or an Affiliate makes any payment
pursuant to this subsection, it shall be considered as a complete
discharge of its liability for the making of such payments under the
Plan.

13.8 Notices

All notices to the Corporation hereunder shall be delivered to the
attention of the Committee. Any notice or filing required or permitted
to be given to the Committee or the Corporation under this Plan shall
be sufficient if in writing and hand delivered, or sent by registered
or certified mail, to the Committee, at the principal office of the
Corporation. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark or the receipt for registration or certification.



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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

EMPLOYERS NOT PARTICIPATING IN
MATCHING CONTRIBUTIONS FEATURE OF PLAN

BlackRock Institutional Management Corp.
BlackRock Financial Mgmt (Partners)
BlackRock Financial Management, Inc.