EXHIBIT 10.3

                                  AMENDMENT TO
                                 PNC BANK CORP.
                        SUPPLEMENTAL EXECUTIVE RETIREMENT
                           INCOME AND DISABILITY 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. Supplemental Executive Retirement
Income and Disability 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, effective January 1, 1998, as follows:


     1. Section 2.17 of the Plan is hereby modified to add the following
provisions to the end thereof:

            Notwithstanding anything contained in this Section 2.17 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. Section 3.1.1 of the Plan is hereby amended by adding the following to
the end thereof:

            Notwithstanding any provisions in this Section 3.1.1 to the
            contrary, 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 may elect to receive a lump sum
            payment in writing at the same time he elects to retire under the
            Voluntary Retirement Program.

     3. A new Section 3.1.2 is hereby added to the Plan, as follows:

            3.1.2 Temporary Voluntary Retirement Program. Any Participant who is
            eligible for and retires under the terms of the Voluntary Retirement
            Program ("VRP") provisions of Article XIII of the Pension Plan shall
            have his Retirement Income Supplement calculated as if the
            Participant was two years older than the Participant's actual age on
            the effective date of his retirement under the VRP. In addition, the
            term "Credited Service" shall mean the Participant's actual Credited





            Service earned under the Pension Plan (without regard to Article
            XIII thereof), as of the effective date of his retirement under the
            VRP, increased by two additional years of Credited Service.

     4. Except as amended herein, 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