EXHIBIT 10.16



                             FIRST AMENDMENT TO THE
                          PNC BANK CORP. AND AFFILIATES
                           DEFERRED COMPENSATION PLAN

                  This Amendment is made this 23rd day of January, 1998.

                              W I T N E S S E T H :

                  WHEREAS, PNC Bank Corp. (the "Corporation") previously adopted
and presently maintains the PNC Bank Corp. and Affiliates Deferred Compensation
Plan (the "Plan"); and

                  WHEREAS, the Corporation has decided to implement a Voluntary
Retirement Program ("VRP") which will provide enhanced retirement benefits to
certain eligible participants under the PNC Bank Corp. Pension Plan; and

                  WHEREAS, the Corporation desires to amend the Plan to ensure
that Plan benefits shall be payable to Participants who elect to retire under
the VRP.

                  NOW, THEREFORE, in accordance with the foregoing, the Plan is
hereby amended as follows:


     1. Section 1.u. is hereby amended, effective January 1, 1998, by adding the
following provisions to the end thereof:

                  Notwithstanding anything contained in this Section 1.u. to the
                  contrary, the term "Retirement" shall also apply to any
                  Participant who is eligible for and retires under the terms of
                  the Voluntary Retirement Program provisions of Article XIII of
                  the PNC Bank Corp. Pension Plan, even if the Participant has
                  not yet attained age 55.

     2. The remaining provisions of the Plan shall remain in full force and
effect.

        Executed this 23rd day of January, 1998.

                            PNC BANK CORP.


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