PNC BANK 10-Q

EXHIBIT 10.1

PNC BANK CORP.

DIRECTORS DEFERRED COMPENSATION PLAN

Purpose and Eligibility

The purpose of the PNC Bank Corp. ("PNC") Directors Deferred Compensation
Plan ("Plan") is to provide a vehicle for each non-officer member of the PNC's
Board of Directors (collectively the "Board") to defer receipt of retainer and
meeting fees (such fees shall hereinafter be collectively referred to as
"Compensation") to be earned for services to be performed as a member of the
Board (a "Director"). For purposes of this Plan, the plan year shall commence
on January 1 and end on December 31 ("Plan Year").

Deferral of Compensation

Deferral of Compensation shall be effected by completing the then current
Plan agreement ("Agreement"), which must be signed and dated by the Director
and delivered to the Secretary or an assistant thereto ("Delivered" or
"Delivery"). Compensation shall not be deferred until the next subsequent Plan
Year after Delivery, or, in the case of a newly elected or appointed Director
or the initial offer to defer compensation upon adoption of this Plan by the
Board, Compensation shall be immediately deferred provided his or her Agreement
is Delivered within 30 days after election, appointment or Plan adoption,
respectively. Once an Agreement has been Delivered, the deferral election shall
become irrevocable for the next succeeding calendar year and, unless revoked in
writing or superseded by a new election effective for calendar years after the
year in which such revocation or new election is Delivered, shall continue in
effect for each calendar year thereafter. Each Director whose Agreement is
Delivered shall hereinafter be referred to as a "Participant".

Deferral Accounts

Upon Delivery, PNC shall establish on its books an unfunded deferred
Compensation account in the name of the Participant ("Account"). Compensation
shall be credited to the Account on the date that it would otherwise be payable
to the Participant had he or she not elected to defer all or a portion of the
Compensation ("Payment Date").

Elections

The Agreement form shall provide each Participant with the ability to
elect or designate (i) a percentage of Compensation or absolute dollar amount,
in an amount not less than ten thousand dollars ($10,000.00), to be deferred
(the Plan does not enable a Participant to elect a different deferral
percentage for each of the retainer and meeting fees) ("Fee Election"), (ii) an
investment vehicle for the balance in the Account ("Investment Election"),
(iii) the event or date when Compensation and any investment amounts credit
thereon shall be paid out and whether the payout shall be in a lump sum or in a
designated number of annual installments (not to exceed ten annual
installments) ("Payment Election"), and (iv) a beneficiary to receive unpaid
amounts in the Participant's Account ("Beneficiary Designation"). In the event
that a Participant designates his or her spouse as the beneficiary to receive
such unpaid amounts and the spouse dies before the payment of all amounts in
the Participant's Account, the spouse's estate shall be entitled to receive
such unpaid amounts, absent an amended beneficiary designation submitted by the
Participant.

Investment Options

The amount credited to a Participant's Account shall be based on one of
the following two investment options:

PNC Stock Investment Option the value of which on any given date will
be the then market value of (i) the number
of shares (including fractional shares) of
PNC Common Stock ("Common Stock") which
could have been purchased at market value
with deferred Compensation on the Payment
Date, (ii) plus the number of shares
(including fractional shares) of Common
Stock which could have been purchased had
all dividends that would have been paid on
shares of Common Stock described in clause
(i) and this clause (ii) been used to
purchase additional shares at market value
on each dividend payment date. Market value
on all dates means the closing price of the
Common Stock on the New York Stock Exchange
Composite transactions tape on the
applicable date.



PNC Interest Rate Option the value of which will be determined by
the deferred Compensation which would have
been paid to the Participant, plus an
amount equal to the interest which would
have been earned thereon had the amounts
been invested in PNC Incentive Savings Plan
Fund B and compounded in accordance with
the provisions of said Fund B (or similar
interest rate investment option available
to employees of PNC generally if Fund B or
the Incentive Savings Plan is terminated).

Default Elections

Failure to complete the Agreement shall not void a Participant's election
to defer all or a portion of his or her Compensation provided that the
Agreement is Delivered. However, in the event that one or more of the four
categories is not chosen by the Participant, then the following "default"
elections or designation for such incomplete category or categories shall be
deemed to have been made:

Fee Election 100% deferral of Compensation;

Investment Election PNC Stock Investment Option;

Payment Election Lump-sum payment upon retirement from the
Board; and

Beneficiary Election The Participant's surviving spouse, or if
none, his or her legal representative.

Amendment/Termination By Participant

A Participant may amend or terminate his or her elections or designation
at any time upon completing the appropriate provisions of the Agreement,
signing and dating it and submitting it to the Secretary or assistant thereto.
Such amendment or termination is subject to the following:

Fee Election Amendments to the percentage level
of Compensation to be deferred or
termination of deferral shall not be
effective until January 1 of the next
subsequent Plan Year.

Investment Election Amendments shall not be effective
until the next subsequent Valuation Date
(as defined below), which will also be the
date that the balance(s) in the Account
will be calculated. A Participant who
retires from the Board and who has a
balance in his or her Account may amend (or
his or her designated beneficiary may
amend) his or her investment election once
per year.

Payment Election Amendments shall be effective on the next
subsequent Payment Date. Except as provided
below, such amendment shall only apply to
Compensation earned and credited (plus the
amount that would have been earned had such
Compensation been invested in accordance
with the related investment election) to
the Participant's Account after the
effective date of the amendment. The
balance in the Account immediately prior to
the effective date of the Payment Election
shall be paid in accordance with the prior
Payment Election or Elections.

Beneficiary Designation Effective upon receipt of a properly
amended Agreement by the Secretary or an
assistant thereto.

Account Statements

No later than January 31, April 30, July 31 and October 31 of each year, a
statement of account shall be sent to each Participant with a balance in his or
her Account listing the aggregate amount of Compensation in the Account plus
the aggregate investment amount credited thereto as of December 31, March 31,
June 30 and September 30 ("Valuation Date"), respectively. If any such
Valuation Date is not a date on which the New York Stock Exchange is open for
business, then the next preceding date on which the Exchange is open for
business shall serve as the Valuation Date.




Payment of Deferred Amounts

All payments from an Account shall be made solely in cash. Payment shall
commence on or before thirty days after the Valuation Date immediately
following the designated date or the date that the designated event occurs and
the amount to be paid shall be based on the Account balance on such Valuation
Date. If a Participant elects the equal annual installment payment option, the
amount of each installment to be paid shall be determined by dividing the
balance in the Account by the number of installments remaining to be paid. The
balance in an Account subject to installment payouts shall continue to be
credited with additional investment amounts in accordance with the applicable
Investment Election or Elections. In the event of the death or disability of a
Participant, the Committee on Corporate Governance of the Board may accelerate
the payment of any installment or lump sum payment because of hardship or other
circumstances deemed in the sole discretion of such Committee to warrant such
acceleration.

Notwithstanding the foregoing, (i) at any time earlier than 12 months prior to
the date on which a payment of all or a portion of an Account would be payable,
a Participant may elect to extend the deferral of all or his or her Account, or
of such portion of his or her Account as would otherwise be paid; and (ii) at
any time earlier than 12 months prior to the date on which a payment of all or
a portion of an Account would be payable, a Participant may modify his or her
prior payment election for the Account; provided that such modified payment
date is on or after the earlier of the date that he or she expects to retire
from the Board or reaches the age of seventy.

A Participant may at any time elect the payment, as soon as administratively
practicable, of all of the balance of the Participant's Account; provided,
however, that, in each such instance, a six percent early withdrawal penalty
shall apply to the amount of the requested early withdrawal. A Participant who
makes such an election shall not be eligible to defer Compensation for two
years after the date of the payment election.

Unsecured Creditor

No assets of PNC shall be segregated or earmarked with respect to
Compensation and investment amounts (i.e. stock price appreciation, dividend
equivalents and/or interest payments) credited to the Accounts and the balances
in such Accounts shall constitute unsecured contractual obligations of PNC.

No Assignments

Unless otherwise required by law, balances in Participants' Accounts may
not be assigned, sold, transferred, alienated, pledged or encumbered nor may
such balances be attached or otherwise subjected to legal process from
Participants' debts or other obligations.

Amendment of Plan

The Board or The Committee on Corporate Governance may amend or terminate
the Plan without the consent of any Participant (or beneficiary); provided,
however, that any amendment or termination shall be of general application to
all Participants (and beneficiaries and shall not, without the consent of the
Participant (or beneficiary) adversely affect (i) any amount theretofore
deferred or credited to the Participant's (or beneficiary's Account), or (ii)
the right of the Participant (or beneficiary) to receive all amounts credited
to his or her Account.

General

The Committee on Corporate Governance, or any successor committees as
determined by the Board, shall be the Plan Administrator.

The provisions of the Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.