PNC Financial Services (PNC)

7.2 Disability Termination; Termination by the Corporation Without Cause; Termination by Grantee for Good Reason or with PNC’s Consent.

In the event that Grantee’s employment with the Corporation is terminated (other than by the Corporation for Cause) prior to the second (2^nd) anniversary of the Grant Date and such termination of employment is (i) by reason of Grantee’s Disability, (ii) by the Corporation without Cause, or (iii) by Grantee for Good Reason or with the consent of PNC by PNC’s Designated Person, then the Two-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to all then outstanding Unvested Shares, if any, will terminate as of the end of the day immediately preceding Grantee’s Termination Date.

The Restricted Shares which thereby become Awarded Shares will be released and reissued by PNC pursuant to and in accordance with the terms of Section 9.

7.3 Death. In the event of Grantee’s death while an employee of the Corporation and prior to the second (2^nd) anniversary of the Grant Date, the Two-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to all then outstanding Unvested Shares, if any, will terminate on the date of Grantee’s death.

-3-

The Restricted Shares which thereby become Awarded Shares will be released and reissued by PNC to, or at the proper direction of, Grantee’s legal representative pursuant to Section 9 as soon as administratively practicable following such date.