EXHIBIT 24.4

                               POWER OF ATTORNEY

                                 PNC BANK CORP.
                 EMPLOYEE STOCK PURCHASE PLAN - 4,000,000 SHARES

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of PNC Bank Corp.
(the "Corporation"), a Pennsylvania corporation, hereby names, constitutes and
appoints Walter E. Gregg, Jr., Melanie S. Cibik and Steven L. Kaplan, or each
of them, with full power of substitution, such person's true and lawful
attorney-in-fact and agent to execute in such person's name, place and stead,
in any and all capacities, a Registration Statement on Form S-8 (or other
appropriate form) for the registration under the Securities Act of 1933, as
amended, of an additional 4,000,000 shares of the Corporation's Common Stock,
par value $5.00 per share, to be issued in connection with the Corporation's
Employee Stock Purchase Plan adopted by the Corporation's Board of Directors,
and as amended, and to execute in such person's name, place and stead, in any
and all capacities, any and all amendments to said Registration Statement.

And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, shall lawfully do or cause to be done by
virtue hereof.

Witness the due execution hereof by the following person in the capacities
indicated as of this April 22, 1997.

Name/Signature                       Capacity
- --------------                       --------

/s/ VINCENT A. SARNI
- -----------------------------        Director
Vincent A. Sarni