PNC » Topics » DEFINITIONS

This excerpt taken from the PNC 8-K filed Apr 3, 2009.

DEFINITIONS

SECTION 101 Defined Terms.

Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Original Indenture. The following additional terms are hereby established for purposes of this Fifth Supplemental Indenture and shall have the meanings set forth in this Fifth Supplemental Indenture only for purposes of this Fifth Supplemental Indenture:

“Business Day” has the meaning set forth in Section 308.

“Company” has the meaning set forth in the recitals hereto.

“Debt Guarantee Program” has the meaning set forth in Section 303.

“Effective Period” has the meaning set forth in Section 307.

“FDIC” means the Federal Deposit Insurance Corporation, a corporation organized under the laws of the United States.

“Fifth Supplemental Indenture” has the meaning set forth in the recitals hereto.

“Guarantor” has the meaning set forth in the recitals hereto.

“Holder” means a “Holder” (as defined in the Original Indenture) of the Notes.

“Indenture” has the meaning set forth in the recitals hereto.

“Master Agreement” means the Master Agreement, dated December 16, 2008, as the same may be amended from time to time, by and between the Company, the Guarantor and the FDIC pursuant to which the FDIC agrees to guarantee payments with respect to certain debt securities that are eligible for such guarantee under the Debt Guarantee Program.

“Notes” has the meaning set forth in the recitals hereto.

“Original Indenture” has the meaning set forth in the recitals hereto.

“Representative” has the meaning set forth in Section 304.

“Temporary Liquidity Guarantee Program” means the Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370.

 

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“Trustee” has the meaning set forth in the recitals hereto.

This excerpt taken from the PNC 10-K filed Mar 2, 2009.

DEFINITIONS

 

1.1 “Annual Base Salary” means for the purpose of determining life insurance benefits, the highest biweekly rate of pay received by a Participant from the Corporation prior to his or her retirement under the Pension Plan multiplied by 26 (provided, that where this Plan requires a determination of Annual Base Salary on a specified date other than Retirement, Annual Base Salary shall mean the Participant’s actual biweekly rate of pay in effect on that specified date).

 

1.2 “Beneficiary” means the person, persons, or entity designated as Beneficiary by the Participant in the records maintained for this Plan or the Prior Plans, or absent such designation, to the Participant’s estate.

 

1.3 “Board” means the Board of Directors of the Corporation.

 

1.4 “Change in Control” has the meaning assigned such term in The PNC Financial Services Group, Inc. Supplemental Executive Retirement Plan, as amended from time to time.


1.5 “Committee” means the Personnel and Compensation Committee of the Board.

 

1.6 “Corporation” means The PNC Financial Services Group, Inc. and any successors thereto.

 

1.7 “Disability” means a medically determinable physical condition that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months and which would entitle a Participant to receive disability payments under a long-term disability income plan maintained by an Employer with respect to that Participant.

 

1.8 “Employer” means the Corporation and any Subsidiary that has been designated by the Plan Manager as an Employer hereunder.

 

1.9 “Executive Bonus Plan” means the incentive award plans designated by the Plan Manager as participating hereunder.

 

1.10 “Participant” means all persons who were Participants in the Prior Plans and, at the discretion of the Board, any other person employed by the Corporation and its Subsidiaries who has been designated to participate in the Plan.

 

1.11 “Pension Plan” means The PNC Financial Services Group, Inc. Pension Plan, as amended from time to time.

 

1.12 “Plan” means this The PNC Financial Services Group, Inc. Key Executive Equity Program.

 

1.13 “Plan Manager” means any individual designated by the Committee to manage the operation of the Plan as herein provided or to whom the Committee has duly delegated any of its duties and obligations hereunder.

 

1.14 “Prior Plans” means the Executive Group Life Insurance Plan of Pittsburgh National Bank, the Death Benefit Section of the Supplemental Excess Retirement Plan of Provident National Bank, the Supplemental Insurance Plan of Marine Bank and the Supplemental Insurance Plan of Northeastern Bank.

 

1.15 “Retirement” means that the Participant has incurred a Separation from Service after having attained at least age 55 and completed five years of Vesting Service.

 

1.16

“Separation From Service” means separation from service within the meaning of Section 409A of the Internal Revenue Code. For purposes of this definition, a Participant shall be deemed to have a Separation from Service on the date on which he and the Employer reasonably anticipate that no further services would be performed after such date for the Employer or any affiliate or that the level of bona fide services he would perform after such date would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period


 

of employment if less than 36 months). Notwithstanding the above, no Separation from Service shall be deemed to occur while the Participant is on military leave, sick leave or other bona fide leave of absence until the latest of (i) six months after commencement of the leave, other than for a Disability, (ii) 29 months after commencement of leave as the result of a Disability, or (iii) the date on which the Participant ceases to have a legally protected right to reemployment under an applicable statute or by contract.

 

1.17 “Subsidiary” means any business entity the equity of which (directly or indirectly) is owned 50% or more by the Corporation.

 

1.18 “Trust” means any grantor trust established by the Corporation to assist in funding its obligations under the Plan.

 

1.19 “Vesting Service” has the meaning assigned to such term in the Pension Plan.
These excerpts taken from the PNC 8-K filed Dec 24, 2008.

DEFINITIONS

SECTION 101 Defined Terms.

Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Original Indenture. The following additional terms are hereby established for purposes of this Fourth Supplemental Indenture and shall have the meanings set forth in this Fourth Supplemental Indenture only for purposes of this Fourth Supplemental Indenture:

“Business Day” has the meaning set forth in Section 308.

“Company” has the meaning set forth in the recitals hereto.

“Debt Guarantee Program” has the meaning set forth in Section 303.

“Effective Period” has the meaning set forth in Section 307.

“FDIC” means the Federal Deposit Insurance Corporation, a corporation organized under the laws of the United States.

“Fourth Supplemental Indenture” has the meaning set forth in the recitals hereto.

“Guarantor” has the meaning set forth in the recitals hereto.

“Holder” means a “Holder” (as defined in the Original Indenture) of the Notes.

“Indenture” has the meaning set forth in the recitals hereto.

“Master Agreement” means the Master Agreement, dated December 16, 2008, as the same may be amended from time to time, by and between the Company, the Guarantor and the FDIC pursuant to which the FDIC agrees to guarantee payments with respect to certain debt securities that are eligible for such guarantee under the Debt Guarantee Program.

“Notes” has the meaning set forth in the recitals hereto.

“Original Indenture” has the meaning set forth in the recitals hereto.

“Representative” has the meaning set forth in Section 304.

“Temporary Liquidity Guarantee Program” means the Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370.

“Trustee” has the meaning set forth in the recitals hereto.

 

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DEFINITIONS

SECTION 101 Defined Terms.

Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Original Indenture. The following additional terms are hereby established for purposes of this Third Supplemental Indenture and shall have the meanings set forth in this Third Supplemental Indenture only for purposes of this Third Supplemental Indenture:

“2011 Notes” has the meaning set forth in the recitals hereto.

“2012 Notes” has the meaning set forth in the recitals hereto.

“Business Day” has the meaning set forth in Section 408.

“Company” has the meaning set forth in the recitals hereto.

“Debt Guarantee Program” has the meaning set forth in Section 403.

“Effective Period” has the meaning set forth in Section 407.

“FDIC” means the Federal Deposit Insurance Corporation, a corporation organized under the laws of the United States.

“Third Supplemental Indenture” has the meaning set forth in the recitals hereto.

“Guarantor” has the meaning set forth in the recitals hereto.

“Holder” means a “Holder” (as defined in the Original Indenture) of the Notes.

“Indenture” has the meaning set forth in the recitals hereto.

“Master Agreement” means the Master Agreement, dated December 16, 2008, as the same may be amended from time to time, by and between the Company, the Guarantor and the FDIC pursuant to which the FDIC agrees to guarantee payments with respect to certain debt securities that are eligible for such guarantee under the Debt Guarantee Program.

“Notes” has the meaning set forth in the recitals hereto.

“Original Indenture” has the meaning set forth in the recitals hereto.

 

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“Representative” has the meaning set forth in Section 404.

“Temporary Liquidity Guarantee Program” means the Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370.

“Trustee” has the meaning set forth in the recitals hereto.

This excerpt taken from the PNC 10-K filed Feb 29, 2008.

1. Definitions

In this Plan, except where the context otherwise indicates, the following definitions apply:

1.1. “Board” means the Board of Directors of the Corporation.

1.2. “Committee” means the committee appointed by the Board to administer the Plan. Unless otherwise determined by the Board, the Personnel and Compensation Committee of the Board shall be the Committee.

1.3. “Common Stock” means the common stock, par value $5.00 per share, of the Corporation.

1.4. “Corporation” means PNC Financial Corp.

1.5. “Date of Grant” means the date on which Non-Employee Directors are entitled to receive Director Shares pursuant to Article 6.

1.6. “Director Shares” means Shares awarded pursuant to Article 6.

1.7. “Fair Market Value” means the closing price of the Common Stock on the New York Stock Exchange composite transactions tape on the applicable date or the nearest preceding date on which a sale was reported.

1.8. “Grantee” means a Non-Employee Director to whom Director Shares have been awarded pursuant to Article 6.

1.9. “Non-Employee Director” means as of any date a person who on such date is a director of the Corporation and is not an employee of the Corporation or any Subsidiary.

1.10. “Plan” means this PNC Financial Corp 1992 Director Share Incentive Plan.

1.11. “Share” means a share of authorized but unissued Common Stock or a reacquired share of Common Stock.

1.12. “Subsidiary” means a corporation at least 80% of the total combined voting power of all classes of stock of which is owned by the Corporation, either directly or through one or more other Subsidiaries.

This excerpt taken from the PNC 10-Q filed May 9, 2007.

DEFINITIONS

2.1 Definitions. As used herein, the following terms shall have the following meanings:

(a) Account. The bookkeeping reserve account established and maintained for each Participant pursuant to Section 4.1 for purposes of determining the amount payable to the Participant pursuant to Article V.

(b) Administrator. The Employee Benefit Administration Committee, the members of which shall be appointed from time to time by the Employee Benefit Committee of the Board of Directors of the Sponsor, which shall be responsible for the general administration of the Plan except as otherwise specified.

(c) Beneficiary. The person(s) or entity(ies) designated by a Participant to receive Plan benefits in the event of the Participant’s death, such designation to be made in writing on a form satisfactory to the Administrator and effective when received by the Administrator. Any such designation shall be deemed to revoke any and all prior designations. If the Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the aggregate amount then credited to the Participant’s Account shall be paid pursuant to Article V to the person or persons in the first of the following classes of successive preference Beneficiaries surviving at the death of the Participant: the Participant’s (1) widow or widower, (2) lineal descendants, per stirpes, (3) parents, (4) estate. The Administrator shall decide which Beneficiaries, if any, shall have been validly designated and the Administrator’s decision shall be binding and conclusive on all persons.

(d) Board. The Board of Directors of the Sponsor or, if the Board so directs, the Employee Benefit Committee of such Board of Directors acting on behalf of the Board in the exercise of any and all powers and duties of the Board pursuant to this Plan.

(e) Cash Balance Plan. The Cash Balance Plan for Employees of Mercantile Bankshares Corporation and Participating Affiliates, amended and restated as of January 1, 1991, and as amended from time to time.

(f) Code. The Internal Revenue Code of 1986, as amended.

(g) Committee. The Employee Benefit Committee of the Board of Directors of the Sponsor.

 

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(h) Compensation. Compensation shall mean Compensation as such term may be defined from time to time in the Cash Balance Plan for purposes of calculating benefit accruals thereunder as set forth in Section 1.1(p)(1) of the Cash Balance Plan or any successor Section; provided, however, that for purposes of this Plan, Compensation shall include any amount which would otherwise be deemed to be Compensation under the Cash Balance Plan but for the fact that it is voluntarily deferred by the Participant under a nonqualified deferred compensation agreement or plan. Notwithstanding the foregoing, Compensation under this Plan shall not be limited by any monetary denomination specified from time to time by the Secretary of the Treasury with respect to the application of Code §401(a)(17) to qualified retirement plans.

(i) Contribution Credits. Amounts allocated to the Participant’s Account pursuant to Section 4.2.

(j) Employer. The Sponsor, its successors and assigns, any affiliated corporation or business organization of the Sponsor, and any organization into which an Employer may be merged or consolidated or to which all or substantially all of its assets may be transferred.

(k) Interest Credits. Amounts allocated to the Participant’s Account pursuant to Section 4.3.

(1) Participant. An individual who is eligible to participate pursuant to Article III.

(m) Plan. The Mercantile Bankshares Corporation and Participating Affiliates Supplemental Cash Balance Executive Retirement Plan as set forth herein and as amended from time to time.

(n) Sponsor. Mercantile Bankshares Corporation and any successor.

(o) Valuation Date. The last business day of each calendar year, or such other or additional days as the Administrator may deem necessary or appropriate.

 

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