EXHIBIT 4.4


[FRONT OF CARD]


DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN                       PNC BANK
ENROLLMENT CARD

To participate in PNC Bank Corp.'s Dividend Reinvestment and Stock Purchase
Plan, complete and sign the reverse side of this enrollment form and return it
in the enclosed envelope.

This will authorize PNC Bank Corp. to forward to The Chase Manhattan Bank, as
your agent, all or a portion of the dividends you receive on common and/or
preferred stock to be invested together with any voluntary cash contributions
you make from $50 up to $5,000 per month, to purchase additional shares of
common stock.  All investments and any voluntary cash contributions are made
subject to the terms and conditions of the Plan as set forth in the
accompanying prospectus.

This authorization and appointment are given by you with the understanding that
you may terminate them at any time by so notifying The Chase Manhattan Bank in
writing, or by completing and returning the termination form contained within
your quarterly dividend reinvestment statements.

[                         ]       If you would like to have your voluntary cash
                                  contributions deducted automatically from
                                  your checking or savings account, enroll in
                                  the Plan and complete the AUTOMATIC MONTHLY
                                  CONTRIBUTIONS information.

                                  To deposit your shares for safekeeping, check
                                  the appropriate box on the reverse side and
                                  return this card and your stock certificates
                                  via registered mail, return receipt
                                  requested.

                                  Questions regarding PNC Bank's Dividend
                                  Reinvestment and Stock Purchase Plan,
                                  Voluntary Cash Contributions and Safekeeping
                                  should be directed to the PNC Bank Hotline at
                                  800 982-7652.

                                  PLEASE READ CAREFULLY.  THIS IS NOT A PROXY.
                                  RETURN THIS FORM ONLY IF YOU WISH TO
                                  PARTICIPATE IN THE PLAN.



                                                         EXHIBIT 4.4 (continued)


[BACK OF CARD]


<TABLE>
 <S>                                                         <C>
 Please enroll me in the PNC Bank Corp. Dividend
 Reinvestment and Stock Purchase Plan in regards to my:      VOLUNTARY CASH CONTRIBUTION.  ENCLOSED $ ______________          
                                                             (A voluntary cash contribution may be made at the
 [ ]   Common Stock  -or-   [ ]  Preferred Stock             time of enrollment.)
       (Series ____________)
                                                             [ ]  AUTOMATIC MONTHLY CONTRIBUTIONS.  Withdraw $ _________
 [ ]   FULL DIVIDEND REINVESTMENT.  Apply the                     ($50 to $5,000 per month) from my checking or
       dividends on all shares of stock as                         savings account below on a monthly basis to
       indicated above and any voluntary cash                      purchase additional shares of common stock.
       contributions to the purchase of additional                 (YOU MUST COMPLETE THIS SECTION AND RETURN FORM
       shares of common stock.                                     WITH A PERSONAL VOIDED CHECK.  YOUR FINANCIAL
                         -or-                                      INSTITUTION CAN PROVIDE YOU WITH THE FOLLOWING
                                                                   REQUIRED INFORMATION.)
 [ ]   PARTIAL DIVIDEND REINVESTMENT.  Apply the               
       dividends on ______________  shares of stock          Financial Institution Name: ___________________________            
       as indicated above and any voluntary cash               
       contributions to the purchase of additional           Branch Address: _______________________________________ 
       shares of common stock.                                 
                                                             City, State, Zip: _____________________________________
                                                                
 Date _______________________________________________        Type of Account:   [ ] Checking    [ ] Savings  [ ] Other ______
 
 Signature(s) _______________________________________        Financial Institution RT/ABA Number: _______________________

 ____________________________________________________        Checking/Savings Account Number: ___________________________  
  All joint owners must sign exactly as names appear                            
                   on reverse side                           [ ]  SAFEKEEPING.  Deposit the enclosed ______________ shares 
                                                                  of stock for safekeeping.

                                                             (IF YOU ALREADY PARTICIPATE IN THE PLAN, IT IS NOT NECESSARY 
                                                                                        TO RE-ENROLL.)
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