PNC Financial Services (PNC)

6. Vesting; Settlement of Vested Share Units.

Unless Unvested Share Units have been forfeited pursuant to the terms of Section 5, Grantee’s Restricted Share Units will vest upon the earlier of (i) the second (2^nd) anniversary of the Grant Date, provided that Grantee remains employed by the Corporation through such date, (ii) Grantee’s Termination Date, and (iii) the occurrence of a Change in Control.

-2-

Vested Share Units will be settled by delivery to Grantee of that number of whole shares of PNC common stock equal to the number of Vested Share Units. No fractional shares will be issued, and if the Vested Share Units include a fractional interest, such fractional interest will be liquidated on the basis of the then current Fair Market Value of PNC common stock and paid to Grantee in cash at the time the shares are issued.

Payment will be made to Grantee with respect to the settlement of Vested Share Units as soon as practicable following the earlier of (i) the second (2^nd) anniversary of the Grant Date and (ii) Grantee’s Termination Date; provided, however, that to the extent required in order to comply with Section 409A of the Internal Revenue Code, the Vested Share Units shall be settled on the earlier of (i) the first Business Day after the date that is six months following the date of Grantee’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code and (ii) the second (2^nd) anniversary of the Grant Date.

7. No Rights as Shareholder Until Vesting and Issuance of Shares. Grantee will have no rights as a shareholder by virtue of this Grant unless and until the Restricted Share Units vest and shares are issued and delivered in settlement thereof.

8. Capital Adjustments. Upon the occurrence of a corporate transaction or transaction (including, without limitation, stock dividends, stock splits, spin-offs, split-offs, recapitalizations, mergers, consolidations or reorganizations of or by PNC (each, a “Corporate Transaction”)), the Committee shall make those adjustments, if any, in the number, class or kind of Restricted Share Units and related Dividend Equivalents then outstanding under the Grant that it deems appropriate in its discretion to reflect the Corporate Transaction(s) such that the rights of Grantee are neither enlarged nor diminished as a result of such Corporate Transaction or Transactions, including without limitation (a) measuring the value per share unit by reference to the per share value of the consideration payable to a PNC common shareholder in connection with such Corporation Transaction and (b) authorizing payment in settlement of the entire Vested Share Units in cash.

All determinations hereunder shall be made by the Committee in its sole discretion and shall be final, binding and conclusive for all purposes on all parties, including without limitation Grantee.