PNC Financial Services (PNC)

7. Capital Adjustments

The maximum number of Shares subject to the Plan pursuant to Article 5 and the maximum number of Director Shares which may be issued to any Non-Employee Director on any Date of Grant pursuant to Article 6 shall be proportionately adjusted to reflect any dividend or other distribution on the outstanding Common Stock payable in Shares of Common Stock or any split or consolidation of the outstanding shares of Common Stock. If the outstanding Common Stock shall, in whole or in part, be changed into or exchangeable for a different class or classes of securities of the Corporation or securities of another corporation, whether through recapitalization, merger, consolidation, reorganization or otherwise, then (subject to the powers of the Board to terminate or amend the Plan in whole or in part as provided in Article 8) the $5,000 in Fair Market Value which each Non-Employee Director is entitled to receive on any Date of Grant pursuant to Article 6 shall thereafter be paid in the class, or proportionately in the classes, of securities into which the outstanding shares of Common Stock shall have been converted or for which they are exchangeable, and the maximum amount of securities issuable under the Plan under Article S and the maximum amount of securities which may be issued to any Non-Employee Director on a Date of Grant under Article 6 shall be the amount of securities into or for which the maximum number of Shares of Common Stock otherwise issuable under the Plan or issuable on such Date of Grant to any Non-Employee Director shall be changed or exchangeable. The method for determining the Fair Market Value of any such class or classes of securities on the Date of Grant shall be the method determined by the Committee in good faith to be as similar as reasonably practicable to the method for determining the Fair Market Value of Director Shares hereunder.