PNC Financial Services (PNC)

ADMINISTRATION

This Plan shall be administered by the Committee, and it shall have the sole authority to resolve any questions which arise hereunder.

3. Administration

The Plan shall be administered by the Committee. In addition to any other powers granted to the Committee, it shall have the following powers, subject to the express provisions of the Plan:

3.1. to construe and interpret the Plan;

3.2. to make all determinations and take all other actions necessary or advisable for the administration of the Plan, except that the persons entitled to receive awards of Director Shares and the dates and amounts of such awards shall be determined as provided in Article 6, and the Committee shall have no discretion as to such matters; and

3.3. to delegate to officers or managers of the Corporation or any Subsidiary the authority to perform administrative functions under the Plan.

1

Any determination or actions made or taken by the Committee pursuant to this Article shall be binding and final.

ADMINISTRATION

7.1 Administration. Except as otherwise provided herein, the Plan shall be administered by the Administrator. The Administrator shall be the named fiduciary for purposes of the claims procedure pursuant to Article VIII only and shall, except as the Committee may otherwise determine, have authority to act to the full extent of its absolute discretion to:

(a) Interpret the Plan;

(b) Resolve and determine all disputes or questions arising under the Plan, including the power to determine the rights of Participants and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions in the Plan;

(c) Create and revise rules and procedures for the administration of the Plan and prescribe such forms as may be required for Participants to make elections under, and otherwise participate in, the Plan; and

(d) Take any other actions and make any other determinations as it may deem necessary and proper for the administration of the Plan.

Any expenses incurred in the administration of the Plan shall be paid by the Sponsor or the Employer.

7.2 Determinations. Except as the Committee may otherwise determine (and subject to the claims procedure set forth in Article VIII), all decisions and determinations by the Administrator shall be final and binding upon all Participants and Beneficiaries.

7.3 General. No member of the Administrator or of the Committee shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan. The Administrator and the Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of any persons, firms or agents retained by it, including but not limited to accountants, actuaries, counsel and other specialists. Nothing in this Plan shall preclude the Sponsor or any Employer from indemnifying the members of the Administrator and of the Committee for all actions under this Plan, or from purchasing liability insurance to protect such persons with respect to the Plan.

–9–

ARTICLE VIII

CLAIMS PROCEDURE

8.1 Claim for Benefits. Each person eligible for a benefit under the Plan shall apply for such benefit by filing a claim with the Administrator on a form or forms prescribed by the Administrator. If no form or forms have been prescribed, a claim for benefits shall be made in writing to the Administrator setting forth the basis for the claim. Each person making a claim for benefits shall furnish the Administrator with such documents, evidence, data, or information in support of such claim as the Administrator considers necessary or desirable.

8.2 Notice of Denial. If a claim for benefits under this Plan is denied, either in whole or in part, the Administrator shall advise the claimant in writing of the amount of his benefit, if any, and the specific reasons for the denial. The Administrator shall also furnish the claimant at that time with a written notice containing:

(a) A specific reference to pertinent Plan provisions;

(b) A description of any additional material or information necessary for the claimant to perfect his claim, if possible, and an explanation of why such material or information is needed; and

(c) An explanation of the Plan’s claim review procedure.

The written notice of claim denial shall be provided to the claimant within a reasonable period of time, but not more than ninety days after receipt of the claim by the Administrator, unless special circumstances require an extension of time for processing the claim, in which case the Administrator shall provide a written notice of such extension to the claimant before the expiration of the initial ninety day period. In no event shall such extension exceed ninety days from the end of such initial period.

8.3 Right to Reconsideration. Within sixty days of receipt of the information described in Section 8.2 above, the claimant shall, if he desires further review, file a written request for reconsideration with the Administrator.

8.4 Review of Documents. So long as the claimant’s request for review is pending (including the sixty day period described in Section 8.3 above), the claimant or his duly authorized representative may review pertinent Plan documents (and any pertinent related documents) and may submit issues and comments in writing to the Administrator.

–10–

8.5 Decision by the Administrator. Subject to Section 8.7, a final and binding decision shall be made by the Administrator within sixty days of the filing by the claimant of his request for reconsideration; provided, however, that if the Administrator, in its discretion, feels that a hearing with the claimant or his representative present is necessary or desirable, this period shall be extended an additional sixty days.

8.6 Notice by the Administrator. The Administrator’s decision shall be conveyed to the claimant in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, with specific references to the pertinent Plan provisions on which the decision is based.

8.7 Committee Review. Anything in this Plan to the contrary notwithstanding, the Committee may determine, in its sole and absolute discretion, to review any claim for benefits submitted by a claimant under this Plan.

–11–