PNC Financial Services (PNC)

7.4 Qualifying Retirement.

(a) In the event that Grantee Retires prior to the second (2^nd) anniversary of the Grant Date and PNC affirmatively consents to the vesting of Grantee’s Unvested Shares upon such Retirement, then (i) the Two-Year Continued Employment Performance Goal will be deemed to have been achieved, and (ii) 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. Restricted Shares that thereby become Awarded Shares will be released and reissued by PNC pursuant to and in accordance with the terms of Section 9.

The determination as to whether or not PNC shall affirmatively consent to the vesting of Grantee’s Unvested Shares upon such Retirement shall be made by the Designated Person specified in Section A.13 of Annex A.

(b) If the Designated Person specifically disapproves the vesting of such Unvested Shares or if the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of such Unvested Shares by the time Grantee Retires, then all such Unvested Shares that are still outstanding on Grantee’s Termination Date will be forfeited by Grantee to PNC without payment of any consideration by PNC.

7.5 Other Terminations. In the event that Grantee’s employment with the Corporation will terminate prior to the second (2^nd) anniversary of the Grant Date, other than a termination by the Corporation for Cause, but none of the preceding Sections 7.2, 7.3, or 7.4 are applicable to such termination, then the Committee or its delegate may determine, in their sole discretion, with respect to some or all of the Unvested Shares outstanding as of the day prior to Grantee’s Termination Date, that (i) the Two-Year Continued Employment Performance Goal will be deemed to have been achieved and (ii) the Restricted Period with respect to such shares will terminate as of the end of the day on the day immediately preceding Grantee’s Termination Date, in which case such shares will become Awarded Shares as provided in Section A.2 of Annex A prior to Grantee’s termination of employment and will be released and reissued by PNC pursuant to and in accordance with the terms of Section 9.

In the alternative, if Grantee’s employment with the Corporation will terminate prior to the second (2^nd) anniversary of the Grant Date, other than a termination by the Corporation for Cause, and Grantee’s Unvested Shares, if any, will be forfeited as of Grantee’s Termination Date pursuant to Section 7.1, the Committee or its delegate may, in their sole discretion, determine that Grantee will receive, prior to termination of employment, a grant of a number of Share Units or Restricted Share Units (“Units”) equal to all or a portion of the number of Unvested Shares that will be forfeited on

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Grantee’s Termination Date, such Units to be granted upon such terms and conditions as the Committee or its delegate may provide in the written agreement for such grant; provided, however, that any payment to be made by PNC upon satisfaction of the conditions set forth in the agreement for such Units will be made solely in cash.

Upon the determination of the Committee or its delegate in their discretion that Grantee will be entitled to a grant of Units pursuant to this Section 7.5, such grant will automatically become effective as of the day immediately prior to Grantee’s Termination Date, subject to execution by both parties of the Share Unit or Restricted Share Unit agreement for such grant, as applicable, and provided that in no event will the number of Units so granted exceed the number of Unvested Shares that are forfeited by Grantee.

This provision for the grant of Share Units or Restricted Share Units upon such determination by the Committee or its delegate is considered a feature of the Grant of the Restricted Shares, and the determination to make such a grant of Units will be considered an exercise of this feature of the Grant.

8. Change in Control. Notwithstanding anything in the Agreement to the contrary, upon the occurrence of a Change in Control: (i) if Grantee is an employee of the Corporation as of the day immediately preceding the Change in Control, the Two-Year Continued Employment Performance Goal will be deemed to have been achieved and the Restricted Period will terminate with respect to all then outstanding Unvested Shares, if any, as of the day immediately preceding the Change in Control; and (ii) all Restricted Shares that thereby become Awarded Shares will be released and reissued by PNC pursuant to Section 9 as soon as administratively practicable following such date.