EXHIBIT 3.1



                           ARTICLES OF INCORPORATION

                                       OF

                               PNC FINANCIAL CORP


        FIRST.  The name of the Corporation is PNC FINANCIAL CORP.

        SECOND.  The location and post office address of its initial registered
office in this Commonwealth is Pittsburgh National Building, Fifth Avenue and
Wood Street, Pittsburgh, Pennsylvania 15222.

        THIRD.  The Corporation is incorporated under the provisions of the
Business Corporation Law, the Act approved May 5, 1933, P.L. 364, as amended. 
The purpose of the Corporation is and it shall have unlimited power to engage
in and to do any lawful act concerning any or all lawful business for which
corporations may be incorporated under such Act.

        FOURTH.  The term of the Corporations's existence is perpetual.

        FIFTH.  The authority to make, amend and repeal the by-laws of the
Corporation is hereby vested in the Board of Directors, subject always to the
power of the shareholders to change any such action.
                                                    
        SIXTH.  The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is 35,000,000 shares, divided into
two classes consisting of 5,000,000 shares of preferred stock of the par value
of $1 each ("Preferred Stock") and 30,000,000 shares of common stock of the par
value of $5 each ("Common Stock").

        SEVENTH.  The following is a statement of certain of the designations,
preferences, qualifications, privileges, limitations, restrictions, and special
or relative rights in respect of the Preferred Stock and the Common Stock and a
statement of the authority vested in the Board of Directors to fix by
resolution any designations, preferences, privileges, qualifications,
limitations, restrictions and special or relative rights of any series of
Preferred Stock which are not fixed hereby:


                                PREFERRED STOCK

        1.  Issuance in series. The shares of Preferred Stock may be issued
from time to time in series. Each series shall be so designated as to
distinguish the shares thereof from the shares of all other series. All shares
of any particular series shall be identical except, if entitled to cumulative
dividends, as to the date or dates from which dividends thereon shall be
cumulative. The shares of any one series need not be identical or rank equally
with the shares of any other series except as required by law or as provided
hereby. The Board of Directors is expressly vested with authority to establish
and designate any one or more series of Preferred Stock and to fix and
determine by resolution any designations, preferences, qualifications,
privileges, limitations, restrictions or special or relative rights of
additional series which are not fixed hereby, including the following:

         (a)  The number of shares to constitute the series and the distinctive
   designation thereof.

         (b)  The dividend rate, the dates for payment of dividends, whether
   dividends shall be cumulative, and, if so, the date or dates from which and 
   the extent to which dividends shall be cumulative.

         (c)  The amount or amounts payable upon voluntary or involuntary
   liquidation of the Corporation.

         (d)  The voting rights, if any, of the holders of shares of the series.

         (e)  The redemption price or prices, if any, and the terms and
   conditions on which shares may be redeemed.

         (f)  Whether the shares of the series shall be convertible into or
   exchangeable for shares of capital stock of the Corporation or other
   securities, and, if so, the conversion price or prices or the rate or rates
   of conversion or exchange, any adjustments thereof, and any other terms and
   conditions of conversion or exchange.





                                      B-5

         (g)  Whether the shares of the series shall be entitled to the benefit
   of any retirement or sinking fund to be applied to the purchase or
   redemption of such shares, and, if so, the amount thereof and the terms and
   conditions relative to the operation thereof.

         (h)  The rank of the shares of the series, as to dividends and assets,
   in relation to the shares of any other class or series of capital stock of
   the Corporation.

         (i)  Such other preferences, qualifications, privileges, limitations,
   restrictions or special or relative rights of any series as are not fixed
   hereby and as the Board of Directors may deem advisable and state in such
   resolutions.

        2.  Dividends. The holders of shares of each series of Preferred Stock
shall be entitled to receive, when and as declared by the Board of Directors,
dividends at the rate which shall have been fixed hereby or by the Board of
Directors as authorized hereby with respect to such series, and no more except
as shall have been determined by the Board of Directors as authorized hereby.
If dividends on a particular series shall have been determined hereby or by the
Board of Directors as authorized hereby to be cumulative, no dividends shall be
paid or set apart for payment or declared on the Common Stock or on any class
or series of stock of the Corporation ranking as to dividends subordinate to
such series (other than dividends payable in Common Stock or in any class or
series of stock of the Corporation ranking as to dividends and assets
subordinate to such series) and no payment shall be made or set apart for the
purchase, redemption or other acquisition for value of any shares of Common
Stock or of any class or series of stock of the Corporation ranking as to
dividends or assets subordinate to such series, until dividends (to the extent
cumulative) for all past dividend periods on all outstanding shares of such
series have been paid, or declared and set apart for payment, in full. In case
dividends for any dividend period are not paid in full on all shares of
Preferred Stock ranking equally as to dividends, all such shares shall
participate ratably in the payment of dividends for such period in proportion
to the full amounts of dividends to which they are respectively entitled.

        3.  Liquidation of the Corporation. In the event of voluntary or
involuntary liquidation of the Corporation the holders of shares of each series
of Preferred Stock shall be entitled to receive from the assets of the
Corporation (whether capital or surplus), prior to any payment to the holders
of Common Stock or of any class or series of stock of the Corporation ranking
as to assets subordinate to such series, the amount fixed hereby or by the
Board of Directors as authorized hereby for such series, plus, in case
dividends on such series shall have been determined hereby or by the Board of
Directors as authorized hereby to be cumulative, an amount equal to the accrued
and unpaid dividends thereon (to the extent cumulative) computed to the date on
which payment thereof is made available, whether or not earned or declared.
After such payment to the holders of shares of such series, any remaining
balance shall be paid to the holders of Common Stock or of any class or series
of stock of the Corporation ranking as to assets subordinate to such series, as
they may be entitled. If, upon liquidation of the Corporation, its assets are
not sufficient to pay in full the amounts so payable to the holders of shares
of all series of Preferred Stock ranking equally as to assets, all such shares
shall participate ratably in the distribution of assets in proportion to the
full amounts to which they are respectively entitled. Neither a merger nor a
consolidation of the Corporation into or with any other corporation nor a sale,
transfer or lease of all or part of the assets of the Corporation shall be 
deemed a liquidation of the Corporation within the meaning of this paragraph.

        4.  Voting rights. (a) Except as otherwise required by law, holders of
shares of Preferred Stock shall have only such voting rights, if any, as shall
have been fixed and determined hereby or by the Board of Directors as
authorized hereby. Except as otherwise required by law or as otherwise provided
hereby or by the Board of Directors as authorized hereby, holders of Preferred
Stock having voting rights and holders of Common Stock shall vote together as
one class.

        (b)  If the Corporation shall have failed to pay, or declare and set
apart for payment, dividends on all outstanding shares of Preferred Stock in an
amount equal to six quarterly dividends at the rates payable upon such shares
(whether or not such dividends are cumulative), the number of directors of the
Corporation shall be increased by two at the first annual meeting of the
shareholders of the Corporation held thereafter, and at such meeting and at
each subsequent annual meeting until cumulative dividends payable for all past
dividend periods and continuous noncumulative dividends for at least one year
on all outstanding shares of Preferred Stock entitled





                                      B-6

thereto shall have been paid, or declared and set apart for payment, in full,
the holders of shares of Preferred Stock of all series shall have the right,
voting as a class, to elect such two additional members of the Board of
Directors to hold office for a term of one year. Upon such payment, or such
declaration and setting apart for payment, in full, the terms of the two
additional directors so elected shall forthwith terminate, and the number of
directors of the Corporation shall be reduced by two, and such voting right of
the holders of shares of Preferred Stock shall cease, subject to increase in
the number of directors as aforesaid and to revesting of such voting right in
the event of each and every additional failure in the payment of dividends in
an amount equal to six quarterly dividends as aforesaid.

        5.  Action by Corporation requiring approval of Preferred Stock. The
Corporation shall not, without the affirmative vote at a meeting, or the
written consent with or without a meeting, of the holders of at least
two-thirds of the then outstanding shares of Preferred Stock of all series (a)
create or increase the authorized number of shares of any class of stock
ranking as to dividends or assets prior to the Preferred Stock; or (b) change
the preferences, qualifications, privileges, limitations, restrictions or
special or relative rights granted to or imposed upon the shares of Preferred
Stock in any material respect adverse to the holders thereof, provided that if
any such change will affect any particular series materially and adversely as
contrasted with the effect thereof upon any other series, no such change may be
made without, in addition, such vote or consent of the holders of at least  
two-thirds of the then outstanding shares of the particular series which would
be so affected.

        6.  Redemption and acquisition (a) Except as otherwise provided by the
Board of Directors as authorized hereby, the Corporation, at its option to be
exercised by its Board of Directors, may redeem the whole or any part of the
Preferred Stock or of any series thereof at such times and at the applicable
amount for each share which shall have been fixed and determined hereby or by
the Board of Directors as authorized hereby with respect thereto, plus, in case
dividends shall have been determined hereby or by the Board of Directors as
authorized hereby to be cumulative, an amount equal to the accrued and unpaid
dividends thereon (to the extent cumulative) computed to the date fixed for
redemption, whether or not earned or declared (hereinafter collectively called
the "redemption price"). If at any time less than all of the Preferred Stock
then outstanding is to be called for redemption, the Board may select one or
more series to be redeemed, and if less than all the outstanding Preferred
Stock of any series is to be called for redemption, the shares to be redeemed
may be selected by lot or by such other equitable method as the board in its
discretion may determine. Notice of every redemption, stating the redemption
date, the redemption price, and the place of payment thereof, and, if less than
all of the Preferred Stock then outstanding is called for redemption,
identifying the shares to be redeemed, shall be published at least once in a
newspaper printed in the English language and of general circulation in the
City of Philadelphia, Pennsylvania, or in the Borough of Manhattan, the City of
New York, New York, the first publication to be not less than 30 nor more than
60 days prior to the date fixed for redemption. Copies of such notice shall be
mailed at least 30 days and not more than 60 days prior to the date fixed for
redemption to the holders of record of the shares to be redeemed at their
addresses as the same shall appear on the books of the Corporation, but failure
to give such additional notice by mail or any defect therein or failure of any
addressee to receive it shall not affect the validity of the proceedings for
redemption. The Corporation, upon publication of the first notice of redemption
as aforesaid or upon irrevocably authorizing the bank or trust company
hereinafter mentioned to publish such notice as aforesaid, may deposit or cause
to be deposited in trust with a bank or trust company in the City of
Philadelphia, Pennsylvania, or in the Borough of Manhattan, the City of New
York, New York an amount equal to the redemption price of the shares to be
redeemed, which amount shall be payable to the holders thereof upon surrender
of certificates therefor on or after the date fixed for redemption or prior
thereto if so directed by the Board of Directors. Upon such deposit, or if no
such deposit is made then from and after the date fixed for redemption unless
the Corporation shall default in making payment of the redemption price upon
surrender of certificates as aforesaid, the shares called for redemption shall
cease to be outstanding and the holders thereof shall cease to be shareholders
with respect to such shares and shall have no interest in or claim against the
Corporation with respect to such shares other than the right to receive the
redemption price form such bank or trust company or from the Corporation, as
the case may be, without interest thereon, upon surrender of certificates as
aforesaid; provided that conversion rights of shares called for redemption
shall terminate at the close of business on the date fixed for redemption or at
such earlier time as shall have been fixed by the board of Directors as
authorized hereby. Any funds so deposited which shall not be required for such
redemption because of the exercise of conversion rights subsequent to the date
of such deposit shall be returned to the Corporation. In case any holder of
shares called for redemption shall not, within



                                     B-7

six years after the date of such deposit, have claimed the amount deposited
with respect to the redemption thereof, such bank or trust company, upon
demand, shall pay over to the Corporation such unclaimed amount and shall
thereupon be relieved of all responsibility in respect thereof to such holder,
and thereafter such holder shall look only to the Corporation for payment
thereof. Any interest which may accrue on funds so deposited shall be paid to
the Corporation from time to time.

        (b)  Except as otherwise provided by the Board of Directors as
authorized hereby, the Corporation shall have the right to acquire Preferred
Stock from time to time at such price or prices as the Corporation may
determine, provided that unless dividends (to the extent cumulative) payable
for all past quarterly dividend periods on all outstanding shares of Preferred
Stock entitled to cumulative dividends have been paid, or declared and set
apart for payment, in full, the Corporation shall not acquire for value any
shares of Preferred Stock except in accordance with an offer (which may vary as
to terms offered with respect to shares of different series but not with
respect to shares of the same series) made in writing or by publication (as
determined by the Board of Directors) to all holders of record of shares of
Preferred Stock.

        (c)  Except as otherwise provided by the Board of Directors as
authorized hereby, Preferred Stock redeemed or acquired by the Corporation
otherwise than by conversion shall not be cancelled or retired except by action
of the Board and shall have the status of authorized and unissued Preferred
Stock which may be reissued by the Board as shares of the same or any other
series until cancelled and retired by action of the Board, but, at the option
of the Board, Preferred Stock acquired otherwise than by redemption or
conversion may be held as treasury shares which may be reissued by the Board
until cancelled and retired by action of the Board.


             $1.80 CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A

        7.  Designation. A series of Preferred Stock designated $1.80 Cumulative
Convertible Preferred Stock, Series A (Redeemable) (herein called "Series A
Preferred Stock") is hereby established, consisting of 98,583 shares subject to
increase or decrease in the number of shares in accordance with law.

        8.  Dividends. The dividend rate of shares of this series shall be $1.80
per share per year, payable quarterly on the tenth day of each March, June,
September and December. Dividends shall be cumulative from the March 10, June
10, September 10 or December 10 next preceding the date of issue of each share,
unless the date of issue is a quarterly dividend payment date or a date between
the record date for the determination of holders of $1.80 Cumulative
Convertible Preferred Stock or Provident National Corporation, a predecessor of
the Corporation (such stock having been converted into the Series A Preferred
Stock), entitled to receive a quarterly dividend and the date of payment of
such quarterly dividend, in either of which events such dividends shall be
cumulative from such quarterly dividend payment date.

        9.  Liquidation. The amount payable upon shares of Series A Preferred
Stock in the event of voluntary or involuntary liquidation of the Corporation,
prior to any payment to the holders of Common Stock or of any class or series
of stock of the Corporation ranking as to assets subordinate to the Series A
Preferred Stock, shall be $40.00 per share plus an amount equal to accrued and
unpaid dividends thereon computed to the date on which payment thereof is made
available, whether or not earned or declared.

        10.  Redemption. Shares of Series A Preferred Stock shall be redeemable
at any time at $40.00 per share plus an amount equal to accrued and unpaid
dividends thereon computed to the date fixed for redemption, whether or not
earned or declared.

        11.  Voting rights. Each holder of record of Series A Preferred Stock
shall have the right to a number of votes equal to the number of full shares of
Common Stock into which the share or shares of Series A Preferred Stock 
standing in his name on the books of the Corporation are at the time 
convertible.





                                     B-8

        12.  Conversion provisions. (a) Shares of Series A Preferred Stock may,
at the option of the holder, be converted into Common Stock of the Corporation
(as such stock may be constituted on the conversion date) at the rate of two
shares of Common Stock for each share of Series A Preferred Stock, subject to
adjustment as provided herein; provided that, as to any shares of Series A
Preferred Stock which shall have been called for redemption, the conversion
right shall terminate at the close of business on the date fixed for
redemption.

        (b)  The holder of a share or shares of Series A Preferred Stock may
exercise the conversion right as to any thereof by delivering to the
Corporation, during regular business hours, at its principal office or at the
office of any of its transfer agents for the Series A Preferred Stock or at
such other place as may be designated by the Corporation, the certificate or
certificates for the shares to be converted, duly endorsed or assigned in blank
or to the Corporation (if required by it), accompanied by written notice
stating that the holder elects to convert such shares and stating the name or
names (with address) in which the certificate or certificates for Common Stock
are to be issued. Conversion shall be deemed to have been effected on the date
when such delivery is made, and such date is referred to herein as the
"conversion date". As promptly as practicable thereafter the Corporation shall
issue and deliver to or upon the written order of such holder, at such office
or other place designated by the Corporation, a certificate or certificates for
the number of full shares of Common Stock to which he is entitled and a check,
cash, scrip certificate or other adjustment in respect of any fraction of a
share as provided in section 12(d) below. The person in whose name the
certificate or certificates for Common Stock are to be issued shall be deemed
to have become a holder of such Common Stock of record on the conversion date
unless the transfer books of the Corporation are closed on that date, in which
event he shall be deemed to have become a holder of such Common Stock of record
on the next succeeding date on which the transfer books are open, but the
conversion rate shall be that in effect on the conversion date.

        (c)  No payment or adjustment shall be made for dividends accrued on any
shares of Series A Preferred Stock converted or for dividends on any shares of
Common Stock issuable on conversion.

        (d)  The Corporation shall not be required to issue any fraction of a
share upon conversion of any share or shares of Series A Preferred Stock. If
more than one share of Series A Preferred Stock shall be surrendered for
conversion at one time by the same holder, the number of full shares of Common
Stock issuable upon conversion thereof shall be computed on the basis of the
total number of shares of Series A Preferred Stock so surrendered. If any
fractional interest in a share of Common Stock would be deliverable upon
conversion, the Corporation shall make an adjustment therefor in cash unless
its Board of Directors shall have determined to adjust fractional interest by
issuance of scrip certificates or in some other manner. Adjustment in cash
shall be made on the basis of the current market value of one share of Common
Stock, which shall be taken to be the last reported sale price of the
Corporation's Common Stock on the principal stock exchange on which the Common
Stock is then listed on the last business day before the conversion date or, if
there was no reported sale on that day, the average of the closing bid and
asked quotations on that exchange on that day or, if the Common Stock is not
then listed on any stock exchange, the average of the lowest bid and the
highest asked quotations in the over-the-counter market on that day.

        (e)  The issuance of Common Stock on conversion of Series A Preferred
Stock shall be without charge to the converting holder of Series A Preferred
Stock for any tax in respect of the issuance thereof, but the Corporation shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of shares in any name other than that of
the holder of record on the books of the Corporation of the shares of Series A
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver any certificate for shares of Common Stock unless and until the
person requesting the issuance thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

        (f)  The conversion rate provided in section 12(a) shall be subject to
the following adjustments, which shall be made to the nearest one-hundredth of
a share of Common Stock or, if none, to the next lower one-hundredth:

        (1)  If the Corporation shall pay to the holders of its Common Stock a
   dividend in shares of Common Stock, the conversion rate in effect
   immediately prior to the record date fixed for the determination of the
   holders of Common Stock entitled to such dividend shall be proportionately
   increased, effective at the opening of business on the next following full
   business day.





                                     B-9

       (2)  If the Corporation shall split the outstanding shares of its Common
   Stock into a greater number of shares or combine the outstanding shares into
   a smaller number, the conversion rate in effect immediately prior to such
   action shall be proportionately increased in the case of a split or
   decreased in the case of a combination, effective at the opening of business
   on the full business day next following the day such action becomes
   effective.

       (3)  If the Corporation shall issue to the holders of its Common Stock
   rights or warrants to subscribe for or purchase shares of its Common Stock
   at a price less than 90% of the Current Market Price (as defined below in
   this paragraph) of the Corporation's Common Stock at the record date fixed
   for the determination of the holders of Common Stock entitled to such rights
   or warrants, the conversion rate in effect immediately prior to said record
   date shall be increased, effective at the opening of business on the next
   following full business day, to an amount determined by multiplying such
   conversion rate by a fraction the numerator of which is the number of shares
   of Common Stock of the Corporation outstanding immediately prior to said
   record date plus the number of additional shares of its Common Stock offered
   for subscription or purchase and the denominator of which is said number of
   shares outstanding immediately prior to said record date plus the number of
   shares of Common Stock of the Corporation which the aggregate subscription
   or purchase price of the total number of shares so offered would purchase at
   the Current Market Price of the Corporation's Common Stock at said record
   date. The term "Current Market Price" at said record date shall mean the
   average of the daily last reported sale prices per share of the
   Corporation's Common Stock on the principal stock exchange on which the
   Common Stock is then listed during the 20 consecutive full business days
   commencing with the 30th full business day before said record date, provided
   that if there was no reported sale on any such day or days there shall be
   substituted the average of the closing bid and asked quotations on that
   exchange on that day, and provided further that if the Common Stock was not
   listed on any stock exchange on any such day or days there shall be
   substituted the average of the lowest bid and the highest asked quotations
   in the over-the-counter market on that day.

        (g)  No adjustment of the conversion rate provided in section 12(a)
shall be made by reason of the issuance of Common Stock for cash except as
provided in section 12(f)(3), or by reason of the issuance of Common Stock for
property or services. Whenever the conversion rate is adjusted pursuant to
section 12(f) the Corporation shall (1) promptly place on file at its principal
office and at the office of each of its transfer agents for the Series A
Preferred Stock a statement signed by the Chairman of the Board, the President
or a Vice President of the Corporation and by its Treasurer or an Assistant
Treasurer showing in detail the facts requiring such adjustment and the
conversion rate after such adjustment, and shall make such statement available
for inspection by shareholders of the Corporation, and (2) cause a notice to be
published at least once in a newspaper printed in the English language and of
general circulation in the City of Philadelphia, Pennsylvania, or in the
Borough of Manhattan, the City of New York, New York, stating that such
adjustment has been made and the adjusted conversion rate.

        (h)  If the Corporation shall issue to the holders of its Common Stock
rights or warrants to subscribe for or purchase shares of its Common Stock or
any other security, or if the Corporation shall distribute to the holders of
its Common Stock any evidences of indebtedness or any other assets (excluding
dividend and distributions in cash), the Corporation shall mail to each holder
of record of a share or shares of Series A preferred Stock, at his address as
it shall appear on the books of the Corporation, a notice stating the record
date fixed or to be fixed for the determination of the holders of Common Stock
of record entitled to such issuance or distribution. Such notice shall be
mailed at least 10 days before such record date. Failure to mail such notice or
any defect therein or failure of any addressee to receive it shall not affect
the validity of such issuance or distribution or any vote thereon.

        (i)  In case of any reclassification or change in the outstanding shares
of Common Stock of the Corporation (except a split or combination of shares) or
in case of any consolidation or merger to which the Corporation is a party
(except a merger in which the Corporation is the surviving Corporation and
which does not result in any reclassification of or change in the outstanding
Common Stock of the Corporation except a split or combination of shares) or in
case of any sale or conveyance to another corporation of all or substantially
all of the property of the Corporation, effective provision shall be made by
the Corporation or by the successor or purchasing corporation (1) that the
holder of each share of Series A Preferred Stock then outstanding shall
thereafter have the right to convert such share into the kind and amount of
stock and other securities and property receivable upon such reclassification,
change, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock of the Corporation into which such share of Series A
Preferred Stock might have been converted immedi-





                                     B-10

ately prior thereto, and (2) that there shall be subsequent adjustments of the
conversion rate which shall be equivalent, as nearly as practicable, to the
adjustment provided for inspection 12(f). The provisions of this section 12(i)
shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales or conveyances.

        (j)  Shares of Common Stock issued on conversion of shares of Series A
Preferred Stock shall be issued as fully paid shares and shall be nonassessable
by the Corporation. The Corporation shall at all times reserve and keep
available for the purpose of effecting the conversion of Series A Preferred
Stock, such number of its duly authorized shares of Common Stock as shall be
sufficient to effect the conversion of all outstanding shares of Series A
Preferred Stock.

        (k)  Shares of Series A Preferred Stock converted as provided herein
shall not be reissued.



             $1.80 CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B

        13.  Designation. A series of Preferred Stock designated $1.80
Cumulative Convertible Preferred Stock, Series B (Nonredeemable) (herein called
"Series B Preferred Stock") is hereby established consisting of 38,542 shares
subject to increase or decrease in the number of shares in accordance with law.

        14.  Dividends. The dividend rate of shares of Series B Preferred Stock
shall be $1.80 per share per year, payable quarterly on the tenth day of each
March, June, September and December. Dividends shall be cumulative from the
March 10, June 10, September 10 or December 10 next preceding the date of issue
of each share, unless the date of issue is a quarterly dividend payment date or
a date between the record date for the determination of holders of $1.80
Cumulative Convertible Preferred Stock, 1971 Series, of Provident National
Corporation, a predecessor of the Corporation (such stock having been converted
into the Series B Preferred Stock), entitled to receive a quarterly dividend
and the date of payment of such quarterly dividend, in either of which events
such dividends shall be cumulative from such quarterly dividend payment date.

        15.  Liquidation. The amount payable upon shares of Series B Preferred
Stock in the event of voluntary or involuntary liquidation of the Corporation,
prior to any payment to the holders of Common Stock or of any class or series
of stock of the Corporation ranking as to assets subordinate to the Series B
Preferred Stock, shall be $40.00 per share plus an amount equal to accrued and
unpaid dividends thereon computed to the date on which payment thereof is made
available, whether or not earned or declared.

        16.  Rank. The Series B Preferred Stock shall rank, as to dividends and
assets, equally with the series of Preferred Stock of the Corporation
designated $1.80 Cumulative Convertible Preferred Stock, Series A (Redeemable).

        17.  Redemption. Shares of Series B Preferred Stock shall not be
redeemable.

        18.  Voting rights. Each holder of record of Series B Preferred Stock
shall have the right to a number of votes equal to the number of full shares of
Common Stock into which the share or shares of Series B Preferred Stock
standing in his name on the books of the Corporation are at the time
convertible.

        19.  Conversion provision. (a) Shares of Series B Preferred Stock may,
at the option of the holder, be converted into Common Stock of the Corporation
(as such stock may be constituted on the conversion date) at the rate of two
shares of Common Stock for each share of Series B Preferred Stock, subject to
adjustment as provided herein.





                                     B-11

        (b)  the holder of a share or shares of Series B Preferred Stock may
exercise the conversion right as to any thereof by delivering to the
Corporation during regular business hours, at its principal office or at the
office of any of its transfer agents for the Series B Preferred Stock or at
such other place as may be designated by the Corporation, the certificate or
certificates for the shares to be converted, duly endorsed or assigned in blank
or to the Corporation (if required by it), accompanied by written notice
stating that the holder elects to convert such shares and stating the name or
names (with address) in which the certificate or certificates for Common Stock
are to be issued. Conversion shall be deemed to have been effected on the date
when such delivery is made, and such date is referred to herein as the
"conversion date". As promptly as practicable thereafter the Corporation shall
issue and deliver to or upon the written order of such holder, at such office
or other place designated by the Corporation, a certificate or certificates for
the number of full shares of Common Stock to which he entitled and a check,
cash, scrip certificate or other adjustment in respect of any fraction of a
share as provided in section 19(d) below. The person in whose name the
certificate or certificates for Common Stock are to be issued shall be
deemed to have become a holder of such Common Stock of record on the conversion
date unless the transfer books of the Corporation are closed on that date, in
which event he shall be deemed to have become a holder of such Common Stock of
record on the next succeeding date on which the transfer books are open, but
the conversion rate shall be that in effect on the conversion date.

        (c)  No payment or adjustment shall be made for dividends accrued on any
shares of Series B Preferred Stock converted or for dividends on any shares of
Common Stock issuable on conversion.

        (d)  The Corporation shall not be required to issue any fraction of a
share upon conversion of any share or shares of Series B Preferred Stock. If
more than one share of Series B Preferred Stock shall be surrendered for
conversion at one time by the same holder, the number of full shares of Common
Stock issuable upon conversion thereof shall be computed on the basis of the
total number of shares of Series B Preferred Stock so surrendered. If any
fractional interest in a share of Common Stock would be deliverable upon
conversion, the Corporation shall make an adjustment therefor in cash unless
its Board of Directors shall have determined to adjust fractional interests by
issuance of scrip certificates or in some other manner. Adjustment in cash
shall be made on the basis of the current market value of one share of Common
Stock, which shall be taken to the last reported sale price of the
Corporation's Common Stock on the principal stock exchange on which the Common
Stock is then listed on the last business day before the conversion date or, if
there was no reported sale on that day, the average of the closing bid and
asked quotations on that exchange on that day or, if the Common Stock is not
then listed on any stock exchange, the average of the lowest bid and the
highest asked quotations in the over-the-counter market on that day.

        (e)  The issuance of Common Stock on conversion of Series B Preferred
Stock shall be without charge to the converting holder of Series B Preferred
Stock for any tax in respect of the issuance thereof, but the Corporation shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of shares in any name other than that of
the holder of record on the books of the Corporation of the shares of Series B
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver any certificate for shares of Common Stock unless and until the
person requesting the issuance thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

        (f)  The conversion rate provided in section 19(a) above shall be     
subject to the following adjustments, which shall be made to the nearest
one-hundredth of a share of Common Stock or, if none, to the next lower
one-hundredth:

        (1)  If the Corporation shall pay to the holders of its Common Stock a  
   dividend in shares of Common Stock, the conversion rate in effect
   immediately prior to the record date fixed for the determination of the
   holders of Common Stock entitled to such dividend shall be proportionately
   increased, effective at the opening of business on the next following full
   business day.

        (2)  If the Corporation shall split the outstanding shares of its Common
   Stock into a greater number of shares or combine the outstanding shares into
   a smaller number, the conversion rate in effect immediately prior to such
   action shall be proportionately increased in the case of a split or
   decreased in the case of a combination, effective at the opening of business
   on the full business day next following the day such action becomes
   effective.





                                     B-12

        (3)  If the Corporation shall issue to the holders of its Common Stock
rights or warrants to subscribe for or purchase shares of its Common Stock at a
price less that 90% of the Current Market Price (as defined below in this
paragraph) of the Corporation's Common Stock at the record date fixed for the
determination of the holders of Common Stock entitled to such rights or
warrants, the conversion rate in effect immediately prior to said record date
shall be increased, effective at the opening of business on the next following
full business day, to an amount determined by multiplying such conversion rate
by a fraction the numerator of which is the number of shares of Common Stock of
the Corporation outstanding immediately prior to said record date plus the
number of additional shares of its Common Stock offered for subscription or
purchase and the denominator of which is said number of shares outstanding
immediately prior to said record date plus the number of shares of Common Stock
of the Corporation which the aggregate subscription or purchase price of the
total number of shares so offered would purchase at the Current Market Price of
the Corporation's Common Stock at said record date. The term "Current Market
Price" at said record date shall mean the average of the daily last reported
sale prices per share of the Corporation's Common Stock on the principal stock
exchange on which the Common Stock is then listed during the 20 consecutive
full business days commencing with the 30th full business day before said
record date, provided that if there was no reported sale on any such day or
days there shall be substituted the average of the closing bid and asked
quotations on that exchange on that day, and provided further that if the
Common Stock was not listed on any stock exchange on any such day or days there
shall be substituted the average of the lowest bid and the highest asked
quotations in the over-the-counter market on that day.

        (g)  No adjustment of the conversion rate provided in section 19(a)
above shall be made by reason of the issuance of Common Stock for cash except
as provided in section 19(f)(3) above, or by reason of the issuance of Common
Stock for property or services. Whenever the conversion rate is adjusted
pursuant to section 19(f) above the Corporation shall (1) promptly place on
file at its principal office and at the office of each of its transfer agents
for the Series B Preferred Stock a statement signed by the Chairman of the
Board, the President or a Vice President of the Corporation and by its
Treasurer or an Assistant Treasurer showing in detail the facts requiring such
adjustment and the conversion rate after such adjustment, and shall make such
statement available for inspection by shareholders of the Corporation, and (2)
cause a notice to be published at least once in a newspaper printed in the
English language and of general circulation in the City of Philadelphia,
Pennsylvania, or in the Borough of Manhattan, the City of New York, New York,
stating that such adjustment has been made and the adjusted conversion rate.

        (h)  If the Corporation shall issue to the holders of its Common Stock
rights or warrants to subscribe for or purchase shares of its Common Stock or
any other security, or if the Corporation shall distribute to the holders of
its Common Stock any evidences of indebtedness or any other assets (excluding
dividends and distributions in cash), the Corporation shall mail to each holder
of record of a share or shares of Series B Preferred Stock, at his address as
it shall appear on the books of the Corporation, a notice stating the record
date fixed or to be fixed for the determination of the holders of Common Stock
of record entitled to such issuance or distribution. Such notice shall be
mailed at least 10 days before such record date. Failure to mail such notice or
any defect therein or failure of any addressee to receive it shall not affect
the validity of such issuance or distribution or any vote thereon.

        (i)  In case of any reclassification or change of the outstanding shares
of Common Stock of the Corporation (except a split or combination of shares) or
in case of any consolidation or merger to which the Corporation is a party
(except a merger in which the Corporation is the surviving corporation and
which does not result in any reclassification of or change in the outstanding
Common Stock of the Corporation except a split or combination of shares) or in
case of any sale or conveyance to another corporation of all substantially all
of the property of the Corporation, effective provision shall be made by the
Corporation or by the successor or purchasing corporation (i) that the holder
of each share of Series B Preferred Stock then outstanding shall thereafter
have the right to convert such share into the kind and amount of stock and
other securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock of the Corporation into which such share of Series B Preferred
Stock might have been converted immediately prior thereto, and (2) that there
shall be subsequent adjustments of the conversion rate which shall be
equivalent, as nearly as practicable, to the adjustments provided for in
section 19(f) above. The provisions of this section 19(i) shall similarly apply
to successive reclassifications, changes, consolidations, mergers, sales or
conveyances.





                                     B-13

        (j)  Shares of Common Stock issued on conversion of shares of Series B
Preferred Stock shall be issued as fully paid shares and shall be nonassessable
by the Corporation. The Corporation shall at all times reserve and keep 
available for the propose of effecting the conversion of Series B Preferred 
Stock, such number of its duly authorized shares of Common Stock as shall be 
sufficient to effect the conversion of all outstanding shares of Series B 
Preferred Stock.

        (k)  Shares of Series B Preferred Stock converted as provided herein
shall not be reissued.

        20.  Retirement or sinking fund. The shares of Series B Preferred Stock
shall not be entitled to the benefit of any retirement or sinking fund to be
applied to the purchase or redemption of such shares.

                                  COMMON STOCK

        21.  Each holder of record of Common Stock shall have the right to one
vote for each share of Common Stock standing in his name on the books of the
Corporation.


             PROVISIONS APPLICABLE TO ALL CLASSES OF CAPITAL STOCK

        22.  No holder of any class of capital stock of the Corporation shall be
entitled to cumulate his votes for the election of directors.

        23.  No holder of any class of capital stock of the Corporation shall
have preemptive rights, and the Corporation shall have the right to issue and
to sell to any person or persons any shares of its capital stock or any option
rights or any securities having conversion or option rights, without first
offering such shares, rights or securities to any holders of any class of
capital stock of the Corporation.





                                     B-14

        RESOLVED, that a third series of Preferred Stock, par value $1.00, of
PNC Financial Corp ("Corporation") is hereby established and that the shares of
said series shall have, in addition to the preferences, qualifications,
privileges, limitations, restrictions and special or relative rights in respect
of Preferred Stock granted or created by law and by the Corporation's Articles
of Incorporation, the following preferences, qualifications, privileges,
limitations, restrictions and special or relative rights which are hereby fixed
and determined:

        1.  Designation. A series of Preferred Stock designated "$1.60
Cumulative Convertible Preferred Stock, Series C" (herein called "Series C
Preferred Stock") is hereby established, consisting of 1,417,149 shares subject
to increase or decrease in the number of shares in accordance with law.

        2.  Rank. Series C Preferred Stock shall rank, as to dividends and
assets, equally with the Series A Preferred Stock and the Series B Preferred
Stock and every other share of capital stock from time to time outstanding
which is not Common Stock of the Corporation and which is not specifically made
senior or subordinate to the Series C Preferred Stock as to dividends or
assets.

        3.  Dividends. The dividend rate of shares of this series shall be $1.60
per share per year, payable in equal quarterly installments on the first day of
each January, April, July and October. Dividends shall be cumulative from the
January 1, April 1, July 1 and October 1 next preceding the date of issue of
each share, unless the date of issue is a quarterly dividend payment date or a
date between the record date for the determination of holders of record of
Series C Preferred Stock entitled to receive a quarterly dividend and the date
of payment of such quarterly dividend, in either of which events such dividends
shall be cumulative from such dividend payment date.

        4.  Liquidation. The amount payable upon shares of Series C Preferred
Stock in the event of voluntary or involuntary liquidation of the Corporation,
prior to any payment to the holders of Common Stock or of any class or series
of stock of the Corporation ranking as to assets subordinate to the Series C
Preferred Stock, shall be $20.00 per share plus an amount equal to accrued and
unpaid dividends thereon computed to the date on which payment thereof is made
available, whether or not earned or declared.

        5.  Redemption. Shares of Series C Preferred Stock shall be redeemable
at any time after [insert first day of the month following the fifth
anniversary of the Effective Date of the Merger] at $20.00 per share plus an
amount equal to accrued and unpaid dividends thereon computed to the date fixed
for redemption, whether or not earned or declared.

        6.  Voting rights. Each holder of record of Series C Preferred Stock
shall have the right to a number of votes equal to the number or full shares of
Common Stock into which the share or shares of Series C Preferred Stock
standing in his name on the books of the Corporation are at the time
convertible.

        7.  Conversion provisions. (a) Shares of Series C Preferred Stock may,
at the option of the holder, be converted into Common Stock of the Corporation
(as such stock may be constituted on the conversion date) at the conversion
price, determined as hereinafter provided, in effect at the time of conversion,
subject to adjustment as provided herein; provided that, as to any shares of
Series C Preferred Stock, which shall have been called for redemption, the
conversion right shall terminate at the close of business on the date fixed for
redemption. The value of each share of Series C Preferred Stock for the purpose
of such conversion shall be $20,00. The price at which shares of Common Stock
of the Corporation shall be delivered upon conversion (herein called the
"conversion price") shall initially be $48.00 per share of Common Stock of the
Corporation.

        (b)  The holder of a share or shares of Series C Preferred Stock may
exercise the conversion right as to any thereof by delivering to the
Corporation, during regular business hours, at its principal office or at the
office of any of its transfer agents for the Series C Preferred Stock or at
such other place as may be designated by the Corporation, the certificate or
certificates for the shares to be converted, duly endorsed or assigned in blank
or to

the Corporation (if required by it), accompanied by written notice stating that
the holder elects to convert such shares and stating the name or names (with
address) in which the certificate or certificates for Common Stock are to be
issued. Conversion shall be deemed to have been effected on the date when such
delivery is made, and such date is referred to herein as the "conversion date".
As promptly as practicable thereafter the Corporation shall issue and deliver
to or upon the written order of such holder, at such office or other place
designated by the Corporation, a certificate or certificates for the number of
full shares of Common Stock to which he is entitled and cash, scrip certificate
or other adjustment in respect of any fraction of a share as provided in
section 7(d) below. The person in whose name the certificate or certificates
for Common Stock are to be issued shall be deemed to have become a holder of
such Common Stock of record on the conversion date unless the transfer books of
the Corporation are closed on that date, in which event he shall be deemed to
have become a holder of such Common Stock of record on the next succeeding date
on which the transfer books are open, but the conversion price shall be that in
effect on the conversion date.

        (c)  No payment or adjustment shall be made for dividends accrued on any
shares of Series C Preferred Stock converted or for dividends on any shares of
Common Stock issuable on conversion.

        (d)  The Corporation shall not be required to issue any fraction of a
share upon conversion of any share or shares of Series C Preferred Stock. If
more than one share of Series C Preferred Stock shall be surrendered for
conversion at one time by the same holder, the number of full shares of Common
Stock issuable upon conversion thereof shall be computed on the basis of the
total number or shares of Series C Preferred Stock so surrendered. If any
fractional interest in a share of Common Stock would be deliverable upon
conversion, the Corporation shall make an adjustment therefor in cash unless
its Board of Directors shall have determined to adjust fractional interests by
issuance of scrip certificates or in some other manner. Adjustment in cash
shall be made on the basis of the current market value of one share of Common
Stock, which shall be taken to be the last reported sale price of the
Corporation's Common Stock on the principal stock exchange on which the Common
Stock is then listed (or if not so listed, on the over-the-counter market) for
the last business day before the conversion date or, if there was no reported
sale on that day, the last reported sales price on the first preceding day for
which such price is available.

        (c)  The issuance of Common Stock on conversion of Series C Preferred
Stock shall be without charge to the converting holder of Series C Preferred
Stock for any tax in respect of the issuance thereof, but the Corporation shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of shares in any name other than that of
the holder of record on the books of the Corporation of the shares of Series C
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver any certificate for shares of Common Stock unless and until the
person requesting the issuance thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

        (f)  The conversion price provided in section 7(a) shall be subject to
the following adjustments, which shall be made to the nearest cent:

            (1)  If the Corporation shall pay to the holders of its Common Stock
     a dividend in shares of Common Stock, the conversion price in effect
     immediately prior to the record date fixed for the determination of the
     holders of Common Stock entitled to such dividend shall be proportionately
     decreased, effective at the opening of business on the next following full
     business day.

            (2)  If the Corporation shall split the outstanding shares of its
     Common Stock into a greater number of shares or combine the outstanding
     shares into a smaller number, the conversion price in effect immediately
     prior to such action shall be proportionately decreased in the case of a
     split or increased in the case of a combination, effective at the opening
     of business on the full business day next following the day such action
     becomes effective.

            (3)  If the Corporation shall issue to the holders of its Common
     Stock rights or warrants to subscribe for or purchase shares of its Common
     Stock at a price less than 90% of the Current Market Price (as defined
     below in this paragraph) of the Corporation's Common Stock at the record
     date fixed for the determination of the holders of Common Stock entitled
     to such rights or warrants, the conversion price in effect immediately
     prior to said record date shall be adjusted, effective at the opening of
     business on the next following full business day, to an amount determined
     by multiplying such conversion price by a fraction the numerator of

     which is the number of shares of Common Stock of the corporation
     outstanding immediately prior to said record date plus the number of
     shares of Common Stock of the Corporation which the aggregate subscription
     or purchase price of the total number of shares so offered would purchase  
     at the Current Market Price of the Corporation's Common Stock at said
     record date and the denominator of which is said number of shares
     outstanding immediately prior to said record date plus the number of
     additional shares of its Common Stock offered for subscription or
     purchase. The term "Current Market Price" at said record date shall mean
     the average of the daily last reported sale prices per share of the
     Corporation's Common Stock on the principal stock exchange on which the
     Common Stock is then listed (or if not so listed, then on the
     over-the-counter market) during the 20 consecutive full business days
     commencing with the 30th full business day before said record date,
     provided that if there was no reported sale on any such day or days there
     shall be substituted the average of the closing bid and asked quotations
     on that day obtained from the market specialist assigned to the
     Corporation (or a market maker in the case of the over-the-counter
     market).

            4.  The Corporation may make such reductions in the conversion
     price, in addition to those required by the foregoing provisions, as it
     considers to be advisable in order that any event treated for federal
     income tax purposes as a dividend of stock or stock rights shall not be
     taxable to the recipients.

        (g)  No adjustment of the conversion price provided in section 7(a)
shall be made by reason of the issuance of Common Stock for cash except as
provided in section 7(f)(3), or by reason of the issuance of Common Stock for
property or services. Whenever the conversion price is adjusted pursuant to
section 7(f) the Corporation shall (1) promptly place on file at its principal
office and at the office of each of its transfer agents for the Series C
Preferred Stock a statement signed by the Chairman of the Board, the President
or a Vice President of the Corporation and by its Treasurer or an Assistant
Treasurer showing in detail the facts requiring such adjustment and the
conversion price after such adjustment, and shall make such statement available
for inspection by shareholders of the Corporation, and (2) cause a notice to be
published at least once in a newspaper printed in the English language and of
general circulation in the City of Erie, Pennsylvania, and in the Borough of
Manhattan, the City of New York, New York, stating that such adjustment has
been made and the adjusted conversion price.

        (h)  If the Corporation shall issue to the holders of its Common Stock
rights or warrants to subscribe for or purchase shares of its Common Stock or
any other security, or if the Corporation shall distribute to the holders of
its Common Stock any evidences of indebtedness or any other assets (excluding
dividends and distributions in cash), the Corporation shall mail to each holder
of record of a share or shares of Series C Preferred Stock, at his address as
it shall appear on the books of the Corporation, a notice stating the record
date fixed or to be fixed for the determination of the holders of Common Stock
of record entitled to such issuance or distribution. Such notice shall be
mailed at least 10 days before such record date. Failure to mail such notice or
any defect therein or failure of any addressee to receive it shall not affect
the validity of such issuance or distribution or any vote thereon.

        (i)  In case of any reclassification or change in the outstanding shares
of Common Stock of the Corporation (except a split or combination of shares) or
in case of any consolidation or merger to which the Corporation is a party
(except a merger in which the Corporation is the surviving corporation and
which does not result in any reclassification of or change in the outstanding
Common Stock of the Corporation except an increase in the number of outstanding
shares or a split or combination of shares) or in case of any sale or
conveyance to another corporation of all or substantially all of the property
of the Corporation, effective provision shall be made by the Corporation or by
the successor or purchasing corporation (1) that the holder of each share of
Series C Preferred Stock then outstanding shall thereafter have the right to
convert such share into the kind and amount of stock and other securities and
property receivable upon such reclassification, change, consolidation, merger,
sale or conveyance by a holder of the number of shares of Common Stock of the
Corporation into which such share of Series C Preferred Stock might have been
converted immediately prior thereto, and (2) that there shall be subsequent
adjustments of the conversion price which shall be equivalent, as nearly as
practicable, to the adjustments provided for in section 7(f). The provisions of
this section 7(i) shall similarly apply to successive reclassification,
changes, consolidations, mergers, sales or conveyances.

        (j)  Shares of Common Stock issued on conversion of shares of Series C
Preferred Stock shall be issued as fully paid shares and shall be
non-assessable by the Corporation. The Corporation shall at all times reserve
and keep available for the purpose of effecting the conversion of Series C
Preferred Stock, such number of its duly authorized

shares of Common Stock as shall be sufficient to effect the conversion of all
outstanding shares of Series C Preferred Stock.

        (k)  Shares of Series C Preferred Stock converted as provided herein
shall not be reissued.

         RESOLVED, that a fourth series of Preferred Stock, par value $1.00, of
PNC Financial Corp ("Corporation") is hereby established and that the shares of
said series shall have, in addition to the preferences, qualifications, 
privileges, limitations, restrictions and special or relative rights in 
respect of Preferred Stock granted or created by law and by the Corporation's
Articles of Incorporation, the following preferences, qualifications, 
privileges, limitations, restrictions and special or relative rights which are 
hereby fixed and determined:

         1.  Designation. A series of Preferred Stock designated "$1.80
Cumulative Convertible Preferred Stock, Series D" (herein called "Series D
Preferred Stock") is hereby established, consisting of 1,775,302* shares
subject to increase or decrease in the number of shares in accordance with law.

         2.  Rank. Series D Preferred Stock shall rank, as to dividends and
assets, equally with the Series A Preferred Stock, the Series B Preferred Stock
and the Series C Preferred Stock and every other share of capital stock from
time to time outstanding which is not Common Stock of the Corporation and which
is not specifically made senior or subordinate to the Series D Preferred Stock
as to dividends or assets.

         3.  Dividends. The dividend rate of shares of this series shall be
$1.80 per share per year, payable in equal quarterly installments on the first
day of each January, April, July and October. Dividends shall be cumulative
from the January 1, April 1, July 1 and October 1 next preceding the date of
issue of each share, unless the date of issue is a quarterly dividend payment
date or a date between the record date for the determination of holders of
record of Series D Preferred Stock entitled to receive a quarterly dividend and
the date of payment of such quarterly dividend, in either of which events such 
dividends shall be cumulative from such dividend payment date.

         4.  Liquidation. The amount payable upon shares of Series D Preferred
Stock in the event of voluntary or involuntary liquidation of the Corporation,
prior to any payment to the holders of Common Stock or of any class or series
of stock of the Corporation ranking as to assets subordinate to the Series D
Preferred Stock, shall be $20.00 per share plus an amount equal to accrued and
unpaid dividends thereon computed to the date on which payment thereof is made
available, whether or not earned or declared.

         5.  Redemption. Shares of Series D Preferred Stock shall be redeemable
at any time after [insert first day of the month following the fifth
anniversary of the Effective Date of the Merger] at $20.00 per share plus an
amount equal to accrued and unpaid dividends thereon computed to the date fixed
for redemption, whether or not earned or declared.

         6.  Voting rights. Each holder of Series D Preferred Stock shall have
the right to a number of votes equal to the number of full shares of Common
Stock into which the share or shares of Series D Preferred Stock standing in
his name on the books of the Corporation are at the time convertible.

         7.  Conversion provisions. (a) Shares of Series D Preferred Stock may,
at the option of the holder, be converted into Common Stock of the Corporation
(as such stock may be constituted on the conversion date) at the conversion
price, determined as hereinafter provided, in effect at the time of conversion,
subject to adjustment as provided herein; provided that, as to any shares of
Series D Preferred Stock which shall have been called for redemption, the
conversion right shall terminate at the close of business on the date fixed for
redemption. The value of each share of Series D Preferred Stock for the
purpose of such conversion shall be $20.00. The price at which shares of
Common Stock of the Corporation shall be delivered upon conversion (herein
called the "conversion price") shall initially be $48.00 per share of Common
Stock of the Corporation.

         (b)  The holder of a share or shares of Series D Preferred Stock may
exercise the conversion right as to any thereof by delivering to the
Corporation, during regular business hours, at its principal office or at the
office of any of its transfer agents for the Series D Preferred Stock or at
such other place as may be designated by the Corporation, the certificate or
certificates for the shares to be converted, duly endorsed or assigned in blank
or to the Corporation (if required by it), accompanied by written notice
stating that the holder elects to convert such shares and stating the name or
names (with address) in which the certificate or certificates for Common Stock
are

- --------
* This number shall be the number of shares of Series D Preferred Stock to be
  issued in connection with the Merger of Northeastern Bancorp, Inc. with and
  into PNC Financial Corp pursuant to the terms of a Plan of Merger by and
  between Northeastern Bancorp, Inc. and PNC Financial Corp dated as of August
  16, 1984.
  




                                       1

to be issued. Conversion shall be deemed to have been effected on the date
when such delivery is made, and such date is referred to herein as the
"conversion date". As promptly as practicable thereafter the Corporation shall
issue and deliver to or upon the written order of such holder, at such office
or other place designated by the Corporation, a certificate or certificates for
the number of full shares of Common Stock to which he is entitled and cash,
scrip certificate or other adjustment in respect of any fraction of a share as
provided in section 7(d) below. The person in whose name the certificate or
certificates for Common Stock are to be issued shall be deemed to have become a
holder of such Common Stock of record on the conversion date unless the
transfer books of the Corporation are closed on that date, in which event he
shall be deemed to have become a holder of such Common Stock of record on the
next succeeding date on which the transfer books are open, but the conversion
price shall be that in effect on the conversion date.

         (c)  No payment or adjustment shall be made for dividends accrued on
any shares of Series D Preferred Stock converted or for dividends on any shares
of Common Stock issuable on conversion.

         (d)  The Corporation shall not be required to issue any fraction of a
share upon conversion of any share or shares of Series D Preferred Stock. If
more than one share of Series D Preferred Stock shall be surrendered for
conversion at one time by the same holder, the number of full shares of Common
Stock issuable upon conversion thereof shall be computed on the basis of the
total number of shares of Series D Preferred Stock so surrendered. If any
fractional interest in a share of Common Stock would be deliverable upon
conversion, the Corporation shall make an adjustment therefor in cash unless
its Board of Directors shall have determined to adjust fractional interests by
issuance of scrip certificates or in some other manner. Adjustment in cash
shall be made on the basis of the current market value of one share of Common
Stock, which shall be taken to be the last reported sale price of the
Corporation's Common Stock on the principal stock exchange on which the Common
Stock is then listed (or if not so listed, on the over-the-counter market) for
the last business day before the conversion date or, if there was no reported
sale on that day, the last reported sales price on the first preceding day for
which such price is available.

         (e)  The issuance of Common Stock on conversion of Series D Preferred
Stock shall be without charge to the converting holder of Series D Preferred
Stock for any tax in respect of the issuance thereof, but the Corporation shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of shares in any name other than that of
the holder of record on the books of the Corporation of the shares of Series D
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver any certificate for shares of Common Stock unless and until the
person requesting the issuance thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

         (f)  The conversion price provided in section 7(a) shall be subject to
the following adjustments, which shall be made to the nearest cent:

            (1)  If the Corporation shall pay to the holders of its Common
         Stock a dividend in shares of Common Stock, the conversion price in
         effect immediately prior to the record date fixed for the
         determination of the holders of Common Stock entitled to such dividend
         shall be proportionately decreased, effective at the opening of
         business on the next following full business day.

            (2)  If the Corporation shall split the outstanding shares of its
         Common Stock into a greater number of shares or combine the
         outstanding shares into a smaller number, the conversion price in
         effect immediately prior to such action shall be proportionately
         decreased in the case of a split or increased in the case of a
         combination, effective at the opening of business on the full business
         day next following the day such action becomes effective.

            (3)  If the Corporation shall issue to the holders of its Common
         Stock rights or warrants to subscribe for or purchase shares of its
         Common Stock at a price less than 90% of the Current Market Price (as
         defined below in this paragraph) of the Corporation's Common Stock at
         the record date fixed for the determination of the holders of Common
         Stock entitled to such rights or warrants, the conversion price in
         effect immediately prior to said record date shall be adjusted,
         effective at the opening of business on the next following full
         business day, to an amount determined by multiplying such conversion
         price by a fraction the numerator of which is the number of shares of
         Common Stock of the Corporation outstanding immediately prior to said
         record date plus the number of shares of Common Stock of the
         Corporation which the aggregate subscription





                                       2

         or purchase price of the total number of shares so offered would
         purchase at the Current Market Price of the Corporation's Common Stock
         at said record date and the denominator of which is said number of
         shares outstanding immediately prior to said record date plus the
         number of additional shares of its Common Stock offered for
         subscription or purchase. The term "Current Market Price" at said
         record date shall mean the average of the daily last reported sale
         prices per share of the Corporation's Common Stock on the principal
         stock exchange on which the Common Stock is then listed (or if not so
         listed, then on the over-the-counter market) during the 20 consecutive
         full business days commencing with the 30th full business day before
         said record date, provided that if there was no reported sale on any
         such day or days there shall be substituted the average of the closing
         bid and asked quotations on that day obtained from the market
         specialist assigned to the Corporation (or a market maker in the case
         of the over-the-counter market).

            4.  The Corporation may make such reductions in the conversion
         price, in addition to those required by the foregoing provisions, as
         it considers to be advisable in order that any event treated for
         federal income tax purposes as a dividend of stock or stock rights
         shall not be taxable to the recipients.

         (g)  No adjustment of the conversion price provided in section 7(a)
shall be made by reason of the issuance of Common Stock for cash except as
provided in section 7(f)(3), or by reason of the issuance of Common Stock for
property or services. Whenever the conversion price is adjusted pursuant to
section 7(f) the Corporation shall (1) promptly place on file at its principal
office and at the office of each of its transfer agents for the Series D
Preferred Stock a statement signed by the Chairman of the Board, the President
or a Vice President of the Corporation and by its Treasurer or an Assistant
Treasurer showing in detail the facts requiring such adjustment and the
conversion price after such adjustment, and shall make such statement available
for inspection by shareholders of the Corporation, and (2) cause a notice to be
published at least once in a newspaper printed in the English language and of
general circulation in the City of Scranton, Pennsylvania, and in the Borough
of Manhattan, the City of New York, New York, stating that such adjustment has
been made and the adjusted conversion price.

         (h)  If the Corporation shall issue to the holders of its Common Stock
rights or warrants to subscribe for or purchase shares of its Common Stock or
any other security, or if the Corporation shall distribute to the holders of
its Common Stock any evidences of indebtedness or any other assets (excluding
dividends and distributions in cash), the Corporation shall mail to each holder
a record of a share or shares of Series D Preferred Stock, at his address as it
shall appear on the books of the Corporation, a notice stating the record date
fixed or to be fixed for the determination of the holders of Common Stock of
record entitled to such issuance or distribution. Such notice shall be mailed
at least 10 days before such record date. Failure to mail such notice or any
defect therein or failure of any addressee to receive it shall not affect the
validity of such issuance or distribution or any vote thereon.

         (i)  In case of any reclassification or change in the outstanding
shares of Common Stock of the Corporation (except a split or combination of
shares) or in case of any consolidation or merger to which the Corporation is a
party (except a merger in which the Corporation is the surviving corporation
and which does not result in any reclassification of or change in the
outstanding Common Stock of the Corporation except an increase in the number of
outstanding shares or a split or combination of shares) or in case of any sale
or conveyance to another corporation of all or substantially all of the
property of the Corporation, effective provision shall be made by the
Corporation or by the successor or purchasing corporation (1) that the holder
of each share of Series D Preferred Stock then outstanding shall thereafter
have the right to convert such share into the kind and amount of stock and
other securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock of the Corporation into which such share of Series D Preferred
Stock might have been converted immediately prior thereto, and (2) that there
shall be subsequent adjustments of the conversion price which shall be
equivalent, as nearly as practicable, to the adjustments provided for in
section 7(f). The provisions of this section 7(i) shall similarly apply to
successive reclassifications, changes, consolidations, mergers, sales or
conveyances.

         (j)  Shares of Common Stock issued on conversion of shares of Series D
Preferred Stock shall be issued as fully paid shares and shall be
non-assessable by the Corporation. The Corporation shall at all times reserve
and keep available for the purpose of effecting the conversion of Series D
Preferred Stock, such number of its duly authorized shares of Common Stock as
shall be sufficient to effect the conversion of all outstanding shares of
Series D Preferred Stock.

         (k)  Shares of Series D Preferred Stock converted as provided herein
shall not be reissued.





                                       3

Microfilm Number               Filed with the Department of State on FEB 08 1993
                ---------------
Entity Number      754401                            /s/  Brenda K. Mitchell
               ----------------                    Secretary of the Commonwealth

              ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                             DSCB: 15-1915 (Rev 90)

         In compliance with the requirement of 15 Pa.C.S. Section 1915 
(relating to articles of amendment), the undersigned business corporation, 
desiring to amend its Articles, hereby states that:

1.  The name of the corporation is:   PNC Financial Corp

2.  The (a) address of this corporation's current registered office in this 
    Commonwealth or (b) name of its commercial registered office provider and 
    the county of venue is (the Department is hereby authorized to correct the 
    following information to conform to the records of the Department):

         Pittsburgh National Building
    (a)  Fifth Avenue and Wood Street  Pittsburgh, Pennsylvania 15265  Allegheny
         -----------------------------------------------------------------------
         Number and Street               City             State  Zip   County

    (b)  c/o
         -----------------------------------------------------------------------
         Name of Commercial Registered Office Provider

    For a corporation represented by a commercial registered office provider, 
    the county in (b) shall be deemed the county in which the corporation is 
    located for venue and official publication purposes.
    
3.  The statute by or under which it was incorporated is:  Pennsylvania Business
    Corporation Law of 1933
    
4.  The date of its incorporation is: January 19, 1983
    
5.  (Check, and if appropriate complete, one of the following):
    
          The amendment shall be effective upon filing these Articles of
    ----  Amendment in the Department of State.
          
      X   The amendment shall be effective on: February 8, 1993  at 12:01 am 
    ----                                       -----------------------------
                                                      Date             Hour

6.  (Check one of the following):
          The amendment was adopted by the shareholders (or members) pursuant
    ----  to 15 Pa.C.S. Section  1914 (a) and (b).
      X   The amendment adopted by the board of directors pursuant to 15
    ----  Pa.C.S. Section 1914 (c).
           
7.  (Check, and if appropriate complete, one of the following):
      X   The amendment adopted by the corporation, set forth in full, is
    ----  as follows:
           
                 RESOLVED, that Article 1 of the Articles of Consolidation of 
                 this Corporation which presently reads as follows:

                 "1.  The name of the Corporation is:
                 PNC Financial Corp"

                 be and the same amended to read as follows:

                 "1.  The name of the Corporation is:
                 PNC Bank Corp."
          
          The amendment adopted by the corporation as set forth in full in 
    ----  Exhibit A attached hereto and made a part hereof.
         
                                 
DSCB:15-1915 (Rev. 90)-2
 
8.  (Check if the amendment restates the Articles):
         The restated Articles of Incorporation supersede the original
   ----  Articles and all amendments thereto.
         
         IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by duly authorized officer thereof this
21st day of January 1993.
 
                                  PNC Financial Corp
                                  ---------------------------------------------
                                  (Name of Corporation)
                          
                               By  /s/ William F. Strome
                                   ------------------------------------------
                               TITLE: Managing General Counsel and Secretary
                                      --------------------------------------

Microfilm Number   9335-1354  Filed with the Department of State on  MAY 10 1993
                

Entity Number  754401                              /s/  Brenda K. Mitchell
                                                  ----------------------------- 
                                                  Secretary of the Commonwealth

              ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                             DSCB: 15-1915 (Rev 90)

         In compliance with the requirement of 15 Pa.C.S. Section 1915 
(relating to articles of amendment), the undersigned business corporation, 
desiring to amend its Articles, hereby states that:

1.  The name of the corporation is:  PNC Bank Corp.

2.  The (a) address of this corporation's current registered office in this 
    Commonwealth or (b) name of its commercial registered office provider and 
    the county of venue is (the Department is hereby authorized to correct the 
    following information to conform to the records of the Department):

    (a)  Fifth Avenue and Wood Street  Pittsburgh, Pennsylvania 15265  Allegheny
         -----------------------------------------------------------------------
         Number and Street               City             State  Zip   County

    (b)  c/o
         -----------------------------------------------------------------------
         Name of Commercial Registered Office Provider

    For a corporation represented by a commercial registered office provider, 
    the county in (b) shall be deemed the county in which the corporation is 
    located for venue and official publication purposes.

3.  The statute by or under which it was incorporated is:  Pennsylvania Business
    Corporation Law of 1933

4.  The date of its incorporation is: January 19, 1983

5.  (Check, and if appropriate complete, one of the following):

      X   The amendment shall be effective upon filing these Articles of 
    ----  Amendment in the Department of State.
          
          The amendment shall be effective on:             at
    ----                                        ------------------------------
                                                    Date              Hour

6.  (Check one of the following):
      X   The amendment was adopted by the shareholders (or members) pursuant
    ----  to 15 Pa.C.S. Section 1914 (a) and (b).
          The amendment was adopted by the board of directors pursuant to 
    ----  15 Pa.C.S. Section 1914 (c).
          
7.  (Check, and if appropriate complete, one of the following):
      X   The amendment adopted by the corporation, set forth in full, is
    ----  as follows:
          
                RESOLVED, that Article VI of the Articles of Incorporation be
                amended so as to read as follows:

                "The aggregate number of shares of capital stock which the 
                Corporation shall have authority to issue is 470,000,000 shares
                divided into two classes consisting of 20,000,000 shares of 
                preferred stock of the par value of $1 each ("Preferred Stock")
                and 450,000,000 shares of common stock of the par value of $5 
                each ("Common Stock")".

          The amendment adopted by the corporation as set forth in full
    ----  in Exhibit A attached hereto and made a part hereof.
         
DSCB:15-1915 (Rev. 90)-2
 
8.  (Check if the amendment restates the Articles):
         The restated Articles of Incorporation supersede the original
   ----  Articles and all amendments thereto.
         
         IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
4th day of May 1993.
 
                                  PNC Bank Corp.
                                  ---------------------------------------------
                                  (Name of Corporation)
                                 
                               By /s/ William F. Strome
                                  ---------------------------------------------
                                  William F. Strome  (Signature)
                                        
                               TITLE  Senior Vice President, Managing 
                                       
                                      -----------------------------------------
                                         General Counsel and Secretary