EXHIBIT 10.4

                               NOVEMBER 21, 1996
                      AMENDMENT TO THE PNC FINANCIAL CORP
                     SUPPLEMENTAL EXECUTIVE LIFE INSURANCE
                           AND SPOUSE'S BENEFIT PLAN

           WHEREAS, PNC Bank Corp. ("PNC") maintains the PNC Financial Corp
Supplemental Executive Life Insurance and Spouse's Benefit Plan (the "Plan");
and

           WHEREAS, Section 7 of the Plan authorizes PNC to amend the Plan at
any time; and

           WHEREAS, it has been determined that it is in the best interest of
PNC and its subsidiaries to amend the Plan to (a) provide for the transfer to
participants of the split dollar life insurance policies maintained under the
Plan if, after a Change in Control, the Plan is terminated and not replaced by
an equivalent plan or premium payments on such policies cease, and (b) make
certain other changes;

           NOW, THEREFORE, the Plan is hereby amended as follows:

           1. The Plan is hereby renamed the "PNC Bank Corp. Supplemental
Executive Life Insurance and Spouse's Benefit Plan" and all references in the
Plan to "PNC Financial Corp" are hereby changed to "PNC Bank Corp."

           2. Section 7 of the Plan is hereby amended to replace the words "the
Corporation" with "PNC Bank Corp. ("PNC")."

           3. The Plan is hereby amended to redesignate Sections 8 and 9 as
Sections 10 and 11 and to add new Sections 8 and 9 to read as follows:

                  8. Certain Required Policy Transfers. If, after a Change in
         Control, either (a) the Plan is terminated and is not replaced by a
         plan that provides substantially equivalent benefits to Participants
         in this Plan, or (b) the Corporation ceases making premium payments on
         one or more of the Key Executive Equity Plan split dollar life
         insurance policies (the "Split Dollar Policies") that cover
         Participants hereunder, then (x) in the case of a termination
         described in the preceding clause (a), all of the Split Dollar
         Policies shall be promptly transferred to the respective Participants
         on whose lives the policies were issued, and (y) in the case of a
         cessation of premium payments described in the preceding clause (b),
         the Split Dollar Policies on which premiums have ceased shall be
         promptly transferred to the respective Participants on whose lives the
         policies were issued.  Such transfers shall be made without the
         payment of any consideration by the affected Participants. For
         purposes of this Section 8, the term "Change in Control" shall have
         the meaning assigned to such term under the PNC Bank Corp.
         Supplemental Executive Retirement Income and Disability Plan. The
         provisions of this Section 8 and Section 9 may not be amended after a
         Change in Control with respect to a Participant without the written
         consent of the Participant; provided, however, that the failure of a
         Participant to consent to any such amendment shall not impair the
         ability of the Board of Directors of PNC to amend the Plan with
         respect to any other Participant who has consented to such amendment.

                  9. Successors

                  In addition to any obligations imposed by law upon any
         successor(s) to PNC and its Subsidiaries, PNC and its Subsidiaries
         shall be obligated to require any successor(s) (whether direct or
         indirect, by purchase, merger, consolidation, operation of law, or
         otherwise) to all or substantially all of the business and/or assets
         of PNC and its Subsidiaries to expressly assume and agree to perform
         this Plan in the same manner and to the same extent that the PNC and
         its Subsidiaries would be required to perform it if no such succession
         had taken place; in the event of such a succession, references to "PNC
         Bank Corp.", "PNC", "Corporation" and "Subsidiary" herein shall
         thereafter be deemed to include such successor(s).

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                  IN WITNESS WHEREOF, PNC Bank Corp. has caused this Amendment
         to the PNC Financial Corp Supplemental Executive Life Insurance and
         Spouse's Benefit Plan to be duly adopted as of this 21st day of
         November, 1996.

                                        PNC BANK CORP.


                                        By: /s/ WILLIAM E. ROSNER
                                        ----------------------------------
                                        William E. Rosner
                                        Senior Vice President


WITNESS:


/s/ THOMAS R. MOORE
- ------------------------------
Thomas R. Moore
Assistant Corporate Secretary

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