PNC Financial Services (PNC)

NOW THEREFORE, the Supplemental Retirement Agreement is amended as follows:

FIRST CHANGE

Section 2.4 shall be deleted in its entirety and the following substituted in lieu thereof:

Upon Executive’s termination of employment prior to his Early Retirement Date, he shall be entitled to receive a Retirement Benefit, as described in Section 2.1, which shall be an annual benefit, payable monthly, commencing on his Early Retirement Date and continuing for his life in an amount calculated pursuant to Section 2.2 hereof; provided, however, that the offsets described in Sections 2.1(a)(5) through (7) to be applied at Executive’s Early Retirement Date shall be fixed as of the date of Executive’s termination of employment and shall be the Actuarial Equivalent of such offsets determined as of Executive’s termination of employment. The Committee, in its sole discretion, may instead determine to commence Executive’s Retirement Benefit on his Normal Retirement Date, in which case his Retirement Benefit shall be calculated as provided in Section 2.1; provided, however, that (a) the offsets described in Sections 2.1(a)(5) through (7) to be applied at Executive’s Normal Retirement Date shall be fixed as of the date of Executive’s termination of employment and shall be the Actuarial Equivalent of such offsets determined as of Executive’s termination of employment, and (b) any such election to defer Executive’s benefit shall be made in writing by the Committee and communicated to Executive NO LATER THAN the date of Executive’s 59^th birthday (or within such other limits as may be provided under Section 409A of the Code).”