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                                                                    EXHIBIT 10.2

                                 PNC BANK CORP.
                      1996 EXECUTIVE INCENTIVE AWARD PLAN

1.   General Purposes of Plan

     The PNC Bank Corp. 1996 Executive Incentive Award Plan is designed to (i)
assist PNC Bank Corp. and its Subsidiaries in attracting, motivating, and
retaining the senior executive officers most critical to the long-term success
of the Corporation and its Subsidiaries, (ii) promote the identification of
their interests with those of the Corporation's shareholders, and (iii) enable
the Corporation to pay annual bonuses which are based upon the achievement of
specified levels of performance and deductible for purposes of federal income
taxation.

2.   Definitions

     Terms not otherwise defined herein shall have the following meanings:

     2.1 "Award Period" means the Corporation's fiscal year, except to the
extent the Committee determines otherwise, provided that the last day of an
Award Period must be the last day of the Corporation's fiscal year.

     2.2 "Board" means the Board of Directors of the Corporation.

     2.3 "Code" means the Internal Revenue Code of 1986, as amended.

     2.4 "Committee" means the committee appointed by the Board to establish
and administer the Plan as provided herein; provided, that the Committee shall
have two or more members and each member of the Committee shall be an "outside
director" as defined for purposes of Section 162(m) of the Code. Unless
otherwise determined by the Board, the Personnel and Compensation Committee of
the Board shall be the Committee.

     2.5 "Compensation Pool" means, with respect to each Award Period, an
amount equal to the sum of: (i) one-half of one percent of Net Income for the
Award Period, plus (ii) any amounts not paid out of a Compensation Pool for the
immediately preceding Award Period and added to the existing Compensation Pool,
as determined in the Committee's sole discretion; provided, that component (ii)
of a Compensation Pool shall not exceed an aggregate amount of $3 million
during any given Award Period and shall be available for the payment of
Incentive Awards only upon the achievement of one or more Performance
Conditions.

     2.6 "Corporation" means PNC Bank Corp. and its successors and assigns and
any corporation which shall acquire substantially all of its assets.

     2.7 "Incentive Award" means the share of the Compensation Pool paid to a
Participant for an Award Period, as determined by the Committee in the manner
described in Sections 3 and 5 hereof.

     2.8 "Incentive Award Amount" means, with respect to each Participant, the
amount, expressed as a percentage, of a Compensation Pool which he or she may
be paid as an Incentive Award, as established by the Committee pursuant to
Section 5.1.

     2.9 "Net Income" means the consolidated pre-tax net income of the
Corporation as determined in accordance with generally accepted accounting
principles, after adjustment to exclude or include unusual, infrequently
occurring or extraordinary items or cumulative effects of changes in accounting
principles.

     2.10 "Participant" means a "covered employee" within the meaning of
Section 162(m) of the Code who is eligible to receive an Incentive Award,
subject to the terms of the Plan.

     2.11 "Performance Conditions" means any objective performance factors the
Committee may deem relevant in determining the availability of amounts carried
forward from the immediately preceding Award Period as described in Sections
5.2 and 5.4 hereof, including, but not limited to, the Corporation's return on
average assets, return on average equity, earnings per share, or other
financial measure or ratio, whether on an absolute basis or in comparison to a
predetermined peer group.

     2.12 "Plan" means the PNC Bank Corp. 1996 Executive Incentive Award Plan.


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     2.13 "Subsidiary" means a corporation of which at least 50% of the total
combined voting power of all classes of stock is owned by the Corporation
either directly or through one or more other subsidiaries.

3.   Administration

     3.1 Subject to the express provisions of the Plan, the Committee shall
have plenary authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it and to make all other determinations
deemed necessary or advisable for the administration of the Plan, including,
but not limited to, determinations regarding whether to make Incentive Awards,
the terms of all Incentive Awards, the Participants who receive Incentive
Awards, the time or times at which Incentive Award Amounts are established, the
Award Period to which each Incentive Award shall relate, and the actual dollar
amount of any Incentive Award. The determinations of the Committee pursuant to
this authority shall be conclusive and binding. The Committee may, in its
discretion, authorize the Chief Executive Officer of the Corporation to act on
its behalf, except with respect to matters relating to such Chief Executive
Officer or which are required to be certified by the Committee under the Plan,
or by Code Section 162(m) or the regulations promulgated thereunder.

4.   Eligibility

     Incentive Awards may be made only to a Participant who is not paid an
incentive award pursuant to the Corporation's 1994 Annual Incentive Award Plan
or any successor plan, with respect to that Award Period.

5.   Incentive Awards; Terms of Awards; Payment

     5.1 No later than 90 days after the commencement of an Award Period, the
Committee shall, in its sole discretion, establish in writing an Incentive
Award Amount for each Participant for that Award Period. For this purpose, each
Participant may be identified in terms of position or title held, or base
salary paid, during that Award Period, or by such other means as the Committee
may deem appropriate. No Participant shall be assigned an Incentive Award
Amount greater than 35% of the Compensation Pool and the sum of all Incentive
Award Amounts for an Award Period shall not exceed 100% of the Compensation
Pool under any circumstances.

     5.2 As soon as practicable following the end of an Award Period, but in
all events prior to making any Incentive Awards, the Committee shall compute
and certify in writing the size of the Compensation Pool for that Award Period,
and shall determine whether any Performance Conditions established for that
Award Period were satisfied. In performing such computation, the Committee may
rely upon financial statements supplied by the Corporation's officers, provided
that the Committee believes such statements to have been prepared in accordance
with generally accepted accounting principles.

     5.3 As soon as practicable following the Committee's completion of the
actions specified in Section 5.2, the Committee shall certify in writing the
Incentive Award, if any, to be made to each Participant for that Award Period
and shall authorize the Corporation to make such Incentive Award to each
Participant in accordance with the terms and conditions of the Plan.

     5.4 In the event that the Committee does not exhaust the full amount of the
Compensation Pool through the payment of Incentive Awards, the Committee may,
in its sole discretion and no later than 90 days after the commencement of an
Award Period, certify in writing that all or a portion of the remaining
Compensation Pool shall be added to the Compensation Pool for the Award Period
then commenced; provided, that the Committee shall not be authorized to direct
any such carryover if the amount in question would exceed $3 million; and,
provided further, that the Committee establishes one or more Performance
Conditions that must be achieved during the Award Period in order for such
carryover amount to be available for the payment of Incentive Awards for that
Award Period.

     5.5 The Committee may, in its sole discretion, determine not to make an
Incentive Award or reduce an Incentive Award below the applicable Incentive
Award Amount, without the consent of a Participant. Unless otherwise determined
by the Committee, no Incentive Award shall be made to a Participant unless the
Participant is employed by the Corporation or a Subsidiary as of the date of
payment.

     5.6 Incentive Awards shall be subject to applicable federal, state and
local withholding taxes and other applicable withholding in accordance with the
Corporation's payroll practices as in effect from time to time.

     5.7 The Committee, subject to such terms and conditions as it may
determine, and a Participant pursuant to any deferred compensation plan of the
Corporation, shall have the right to defer the payment of an Incentive Award,
provided, in either case, that


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any additional amounts credited to such deferred payment will be based either
on a reasonable rate of interest or the actual rate of return of one or more
predetermined investments.

6.   Transferability

     Until paid to a Participant, Incentive Awards shall not be subject to the
claims of creditors and may not be assigned, alienated, transferred or
encumbered in any way other than by will or pursuant to the laws of descent and
distribution.

7.   Termination or Amendment

     The Board may amend, modify or terminate the Plan in any respect at any
time without the consent of the Participants.

8.   Effectiveness of Plan and Awards

     The Plan shall be void ab initio unless the Plan is approved by a vote of
the Corporation's shareholders at the first meeting of the Corporation's
shareholders following adoption of the Plan by the Board.

9.   Effective Date; Term of the Plan

     Subject to shareholder approval pursuant to Section 8, the Plan shall be
effective as of January 1, 1996 and the first Award Period shall be fiscal year
1996. The Plan shall remain in effect until terminated by the Board pursuant to
Section 7. No Incentive Awards may be made under the Plan after its
termination, provided that termination of the Plan shall not affect any
Incentive Awards payable on or after the date of termination and such awards
shall continue to be subject to the terms of the Plan notwithstanding its
termination.

10.  Indemnification of Committee

     In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, each of the members of the Committee
shall be indemnified by the Corporation against the reasonable expenses,
including attorneys' fees, actually and reasonably incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Incentive
Award made hereunder, and against all amounts reasonably paid by them in
settlement thereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding to the maximum extent permitted by law.

11.  General Provisions

     11.1 The establishment of the Plan shall not confer upon any Participant
any legal or equitable right against the Corporation or any Subsidiary, except
as expressly provided in the Plan.

     11.2 The Plan does not constitute an inducement or consideration for the
employment of any Participant, nor is it a contract between the Corporation, or
any Subsidiary, and any Participant. Participation in the Plan shall not give a
Participant any right to be retained in the employ of the Corporation or any
Subsidiary.

     11.3 Nothing contained in this Plan shall prevent the Board or Committee
from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required, and such arrangements may be
either generally applicable or applicable only in specific cases.

     11.4 The Plan shall be governed, construed and administered in accordance
with the laws of the Commonwealth of Pennsylvania.