PNC Financial Services (PNC)

6. Director Shares

On April 28, 1992 and thereafter on the first business day of each calendar year during the term of the Plan, commencing January 4, 1993, each person who is then a Non-Employee Director shall, automatically and without necessity of any action by the Committee, be entitled to receive a number of Shares (rounded to the nearest whole share) having a Fair Market Value on such Date of Grant equal to five thousand dollars ($5,000). Notwithstanding the foregoing, the number of Director Shares to be issued to any Non-Employee Director on any annual Date of Grant shall not exceed one thousand (1,000) Shares. If on any annual Date of Grant the number of Director Shares otherwise issuable to the Non-Employee Directors shall exceed the number of Shares then remaining available under the Plan, each Non-Employee Director shall be entitled to receive a number of Director Shares equal to the number of Shares then remaining available under the Plan, divided by the number of Non-Employee Directors, disregarding any fractions of a Share. Certificates for Director Shares awarded pursuant to this Article 6 shall be issued to Non-Employee Directors as promptly as practicable following the Date of Grant.