Common use of Committee Negative Discretion Clause in Contracts

Committee Negative Discretion. Once the specific potential payout percentages for PNC’s 2007 EPS Growth performance and 2007 ROCE performance have been determined by reference to the chart in accordance with Items (1) and (2) above, the Committee may, in its discretion, decide to reduce either or both of those percentages (as long as such decision is not made during a CIC Coverage Period, as January 2008 defined in [the applicable grant agreement: the 2007-2009 Incentive Performance Units Agreement or the 2006-2008 Incentive Performance Unit Agreement, as the case may be]) but may not increase them. January 2008 2006 SCHEDULES FOR 2006-2008 INCENTIVE PERFORMANCE UNIT AGREEMENT * * * 2006 ANNUAL PEER GROUP * * * The Peer Group for 2006 consists of the following members: BB&T Corporation Bank of New York Company, Inc. Fifth Third Bancorp KeyCorp National City Corporation PNC Regions Financial Corporation SunTrust Banks, Inc. U.S. Bancorp Wachovia Corporation Xxxxx Fargo & Company January 2008 -83- * * * 2006 ANNUAL POTENTIAL PAYOUT SCHEDULE * * * The Annual Potential Payout Percentage for 2006 (“2006 Annual Potential Payout Percentage”) will be the average of the 2006 potential payout percentage for EPS Growth performance and the 2006 potential payout percentage for ROCE performance, rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%). If the 2006 potential payout percentage with respect to either EPS Growth performance or ROCE performance is 0% but is a positive number with respect to the other performance standard, the 2006 Annual Potential Payout Percentage will be the percentage that is one-half ( 1/2) of that positive number. If the 2006 potential payout percentage with respect to both EPS Growth performance and ROCE performance is 0%, the 2006 Annual Potential Payout Percentage will be 0%. The 2006 potential payout percentages for EPS Growth performance and ROCE performance, respectively, will be determined as follows.

Committee Negative Discretion. Once the specific annual potential payout percentages percentage for PNC’s 2007 EPS Growth A&L Unit performance and 2007 ROCE performance have achieved for the relevant full year or partial-year period has been determined by reference to the chart in accordance with Items (1) and (2) table above, including interpolation where required, the Committee maymay decide, in its discretion, decide to reduce either or both of those percentages that percentage (as long as such decision is not made during a CIC Coverage Period, as January 2008 defined in [the applicable grant agreement: the 2007-2009 Incentive Performance Units Agreement or the 2006-2008 Incentive Performance Unit 2007 Agreement, as the case may be]) but may not increase themit. January February 2008 2006 SCHEDULES FOR 2006-2008 INCENTIVE PERFORMANCE UNIT AGREEMENT * * * 2006 ANNUAL PEER GROUP * * * The Peer Group for 2006 consists of the following members: BB&T Corporation Bank of New York Company, Inc. Fifth Third Bancorp KeyCorp National City Corporation PNC Regions Financial Corporation SunTrust Banks, Inc. U.S. Bancorp Wachovia Corporation Xxxxx Fargo & Company January 2008 -83- PERFORMANCE UNITS * * * 2006 AND 2007 ANNUAL POTENTIAL PAYOUT SCHEDULE * * * The FOR 2006 PERFORMANCE UNITS Final Award determination pursuant to Section 5 of the 2006 Performance Unit Agreement (the “2006 Agreement) requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, each as defined in the 2006 Agreement. Final Award calculation pursuant to Section 6 of the 2006 Agreement, if applicable, requires the calculation of the CIC Payout Percentage and the calculated final award. Those calculations, in turn, take into account the degree to which the corporate Performance Goals have been achieved by the A&L Unit, as measured annually and expressed as the Annual Potential Payout Percentages for each of the three years and/or shorter partial-year period where required by the 2006 Agreement (e.g., in the case of certain qualifying terminations of employment or change in control) in the overall Performance Period. This Schedule will be applied in order to determine the Annual Potential Payout Percentages for 2006 and 2007. This Schedule assigns an Annual Potential Payout Percentage (ranging from 0% up through 200%) to levels of annual performance relative to benchmark as set forth in the following table, with interpolated percentages for 2006 (“2006 Annual Potential Payout Percentage”) will be performance between the average of indicated points on the 2006 potential payout percentage for EPS Growth performance and the 2006 potential payout percentage for ROCE performance, table rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%). If ) so that the 2006 potential payout percentage with respect to either EPS Growth performance or ROCE performance is 0% but is schedule operates on a positive number with respect to the other performance standardsliding scale; provided, the 2006 however, that in no event will an Annual Potential Payout Percentage will be the percentage that is one-half ( 1/2) of that positive number. If the 2006 potential payout percentage with respect to both EPS Growth performance and ROCE performance is greater than 200% or less than 0%, the 2006 . February 2008 -158- Annual Performance Relative to Benchmark Annual Potential Payout Percentage will be 0%40 basis points or higher 200 % 20 basis points 150 % 0 basis points (at Benchmark) 100 % -10 basis points 40 % -15 basis points or below 0 % The annual performance referred to in the table above is the level of financial returns from investing and proprietary trading activities achieved by the A&L Unit for the given year as compared to the applicable Benchmark Performance Index as defined by the 2006 Agreement for that year. The 2006 potential payout percentages for EPS Growth This annual performance and ROCE is expressed as the number of basis points by which the specified A&L Unit performance exceeds or falls short of benchmark performance, respectivelywith 0 basis points indicating performance at the benchmark level. Where a Limited-Year Annual Potential Payout Percentage is required by the 2006 Agreement, will be determined the “annual performance” referred to in the table above is the level of financial returns from investing and proprietary trading activities achieved by the A&L Unit as followscompared to the Benchmark Performance Index applicable in accordance with the 2006 Agreement for the year-to-date period (using full quarters only) beginning on January 1 of the given partial year and ending on the performance measurement date specified by the 2006 Agreement.

Committee Negative Discretion. Once the specific annual potential payout percentages percentage for PNC’s 2007 EPS Growth A&L Unit performance and 2007 ROCE performance have achieved for the relevant full year or partial-year period has been determined by reference to the chart in accordance with Items (1) and (2) table above, including interpolation where required, the Committee maymay decide, in its discretion, decide to reduce either or both of those percentages that percentage (as long as such decision is not made during a CIC Coverage Period, as January 2008 defined in [the applicable grant agreement: the 2007-2009 Incentive Performance Units Agreement or the 2006-2008 Incentive Performance Unit Agreement, as the case may be]) but may not increase themit. January February 2008 2006 SCHEDULES FOR 2006-2008 INCENTIVE PERFORMANCE UNIT AGREEMENT * * * 2006 ANNUAL PEER GROUP 2007 PERFORMANCE UNITS * * * The Peer Group for 2006 consists of the following members: BB&T Corporation Bank of New York Company, Inc. Fifth Third Bancorp KeyCorp National City Corporation PNC Regions Financial Corporation SunTrust Banks, Inc. U.S. Bancorp Wachovia Corporation Xxxxx Fargo & Company January 2008 -83- * * * 2006 2007 ANNUAL POTENTIAL PAYOUT CALCULATION SCHEDULE * * * The FOR 2007 PERFORMANCE UNITS Final Award determination pursuant to Section 5 of the 2007 Performance Units Agreement (the “2007 Agreement”) requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, each as defined in the 2007 Agreement. Final Award calculation pursuant to Section 6 of the 2007 Agreement, if applicable, requires the calculation of the CIC Payout Percentage and the calculated final award. Those calculations, in turn, take into account the level of performance achieved by the A&L Unit with respect to the Performance Criteria, as measured annually and expressed as the Annual Potential Payout Percentages for each of the three years and/or shorter partial-year period where required by the 2007 Agreement (e.g., in the case of certain qualifying terminations of employment or change in control) in the overall Performance Period. This Schedule will be applied in order to determine the Annual Potential Payout Percentage for 2006 (“2006 2007. This Schedule assigns an Annual Potential Payout Percentage”Percentage (ranging from 0% up through 200%) will be to levels of annual performance relative to the average of benchmark index as set forth in the 2006 potential payout percentage following table, with interpolated percentages for EPS Growth performance and between the 2006 potential payout percentage for ROCE performance, indicated points on the table rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%). If ) so that the 2006 potential payout percentage with respect to either EPS Growth performance or ROCE performance is 0% but is calculation schedule operates on a positive number with respect to the other performance standardsliding scale; provided, the 2006 however, that in no event will an Annual Potential Payout Percentage will be the percentage that is one-half ( 1/2) of that positive number. If the 2006 potential payout percentage with respect to both EPS Growth performance and ROCE performance is greater than 200% or less than 0%, the 2006 . February 2008 Annual Performance Relative to Benchmark Index Annual Potential Payout Percentage will be 0%40 basis points or higher 200 % 20 basis points 150 % 0 basis points (at benchmark) 100 % -10 basis points 40 % -15 basis points or below 0 % The annual performance referred to in the table above is the level of financial return from investing activities achieved by the A&L Unit for the given year as compared to the applicable Benchmark Performance Index as defined by the 2007 Agreement for that year. The 2006 potential payout percentages for EPS Growth This annual performance and ROCE is expressed as the number of basis points by which the specified A&L Unit performance exceeds or falls short of benchmark index performance, respectivelywith 0 basis points indicating performance at the benchmark index level. Where a Limited-Year Annual Potential Payout Percentage is required by the 2007 Agreement, will be determined the “annual performance” referred to in the table above is the level of financial return from investing activities achieved by the A&L Unit as followscompared to the Benchmark Performance Index applicable in accordance with the 2007 Agreement for the year-to-date period (using full quarters only) beginning on January 1 of the given partial year and ending on the performance measurement date specified by the 2007 Agreement.

Committee Negative Discretion. Once the specific potential payout percentages for PNC’s 2007 2008 EPS Growth performance and 2007 2008 ROCE performance have been determined by reference to the chart in accordance with Items (1) and (2) above, the Committee may, in its discretion, decide to reduce either or both of those percentages (as long as such decision is not made during a CIC Coverage Period, as January 2008 defined in [the applicable grant agreement: the 2007-2009 Incentive Performance Units Agreement or the 2006-2008 Incentive Performance Unit Agreement, as the case may be]) but may not increase them. January 2008 2006 2007 SCHEDULES FOR 2007-2009 INCENTIVE PERFORMANCE UNITS AGREEMENT AND 2006-2008 INCENTIVE PERFORMANCE UNIT AGREEMENT * * * 2006 2007 ANNUAL PEER GROUP * * * The Peer Group for 2006 2007 consists of the following members: BB&T Corporation Bank of New York Company, Comerica Inc. Fifth Third Bancorp KeyCorp National City Corporation PNC Regions Financial Corporation SunTrust Banks, Inc. U.S. Bancorp Wachovia Corporation Xxxxx Fargo & Company January 2008 -83- -79- * * * 2006 2007 ANNUAL POTENTIAL PAYOUT CALCULATION SCHEDULE * * * The Annual Potential Payout Percentage for 2006 2007 (“2006 2007 Annual Potential Payout Percentage”) will be the average of the 2006 2007 potential payout percentage for EPS Growth performance and the 2006 2007 potential payout percentage for ROCE performance, rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%). If the 2006 2007 potential payout percentage with respect to either EPS Growth performance or ROCE performance is 0% but is a positive number with respect to the other performance standard, the 2006 2007 Annual Potential Payout Percentage will be the percentage that is one-half ( 1/2) of that positive number. If the 2006 2007 potential payout percentage with respect to both EPS Growth performance and ROCE performance is 0%, the 2006 2007 Annual Potential Payout Percentage will be 0%. The 2006 2007 potential payout percentages for EPS Growth performance and ROCE performance, respectively, will be determined as follows.