Common use of First Risk Performance Condition and Related Annual Performance Factor Clause in Contracts

First Risk Performance Condition and Related Annual Performance Factor. For the First Risk Performance Condition, risk performance will be measured under the Tier 1 Risk-Based Performance Metric (also sometimes referred to as the First Risk Performance Metric), as specified below, for each Performance Year in the Award and will generate an Annual Tier 1 Risk-Based Performance Factor that relates to each such Performance Year. The Annual Tier 1 Risk-Based Performance Factor for a given Performance Year could be either 100.00% or 0.00% based on the First Risk Performance Metric, as described below. The First Risk Performance Metric for this Award, the Tier 1 Risk-Based Performance Metric, is whether PNC has, as of the applicable performance measurement date for that Performance Year, met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. In the standard circumstances where Xxxxxxx continues to be an employee of the Corporation (or where Xxxxxxx’s employment with the Corporation ceases by reason of a Qualifying Retirement or a Qualifying Disability Termination) and there has not been a Change of Control and Grantee has not died or had a Qualifying Anticipatory Termination, the applicable performance measurement date for a Performance Year for purposes of this First Risk Performance Metric will be the year-end date of the applicable Performance Year. For example, for the 2016 Performance Year, the specified Tier 1 risk-based capital ratio will be the ratio as of December 31, 2016, except as otherwise provided in Section 7 where applicable under the circumstances. The process of certification of the level of PNC’s performance with respect to the Tier 1 Risk-Based Performance Metric will occur as soon as practicable after the applicable performance measurement date (in the case of determinations made in standard circumstances pursuant to this Section 6.4, after the applicable year-end date). PNC will present information to the Compensation Committee with respect to (1) the minimum specified Tier 1 risk-based capital ratio PNC is required to achieve in order to meet the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC and (2) the applicable Tier 1 risk-based capital ratio achieved by PNC with respect to the Performance Year, which will be based on PNC’s publicly reported financial results for the period ending on the applicable performance measurement date. In standard circumstances, this will generally be the public release of earnings results for PNC’s fourth quarter that occurs after the year-end measurement date, so that the Compensation Committee will be able to make its determination in late January or early February following the applicable performance year-end. In the standard circumstances, the Annual Tier 1 Risk-Based Performance Factor for a Performance Year will be 100.00% if, as of the applicable performance measurement date for that performance period, PNC has met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. If PNC has not met or exceeded such required ratio, the Annual Tier 1 Risk-Based Performance Factor for that performance period will be 0.00%. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year is 0.00%, this would mean that the Award has failed to meet the risk performance condition with respect to that Performance Year and the overall Annual Performance Factor that relates to that Performance Year will be 0.00%. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year is 100.00%, this will reflect no downward adjustment for performance with respect to this risk metric for that performance period. For circumstances where there is a Change of Control or Grantee dies, in either case while Grantee is still an employee of the Corporation or following a Qualifying Retirement or a Qualifying Disability Termination, or where Grantee has a Qualifying Anticipatory Termination, the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year will be determined as set forth in Section 7.

First Risk Performance Condition and Related Annual Performance Factor. For Each Tranche of the First Risk Award will also be subject to an Annual Tier 1 Risk-Based Performance Condition, Factor that relates to risk performance will be measured under the Tier 1 Risk-Based Performance Metric (also sometimes referred to as the First Risk Performance Metricfirst risk performance metric), as specified below, for each Performance Year in the Award and will generate an Annual Tier 1 Risk-Based Performance Factor performance year applicable to that Tranche (e.g., for the First Tranche, also referred to as the 2015 Tranche, the applicable risk performance relates to each such Performance Yearrisk performance for calendar year 2015). The Annual Tier 1 Risk-Based Performance Factor for a given Performance Year Tranche could be either 100.00% or 0.00% based on the First Risk Performance Metricfirst risk performance metric, as described below. The First Risk Performance Metric first risk performance metric for this Award, the Tier 1 Risk-Based Performance Metric, is whether PNC has, as of the applicable performance measurement date for that Performance YearTranche, met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. In the standard circumstances where Xxxxxxx continues to be an employee of the Corporation (or where Xxxxxxx’s employment with the Corporation ceases by reason of a Qualifying Retirement Retirement, a Qualifying Disability Termination, or a Qualifying Disability Anticipatory Termination) and there has not been a Change of Control and Grantee has not died or had a Qualifying Anticipatory Terminationdied, the applicable performance measurement date for a Performance Year Tranche for purposes of this First Risk Performance Metric first risk performance metric will be the year-end date of the applicable Performance Yearperformance year for that Tranche (as specified in the first paragraph of this Section 6.2 above). For example, for the 2016 Performance YearSecond Tranche, the specified Tier 1 risk-based capital ratio will be the ratio as of December 31, 2016, except as otherwise provided in Section 7 6.4 below where applicable under the circumstances. The process of certification of the level of PNC’s performance with respect to the Tier 1 Risk-Based Performance Metric will occur as soon as practicable after the applicable performance measurement date (in the case of determinations made in standard circumstances pursuant to this Section 6.46.2, after the applicable year-end date). PNC will present information to the Compensation Committee with respect to (1) the minimum specified Tier 1 risk-based capital ratio PNC is required to achieve in order to meet the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC and (2) the applicable Tier 1 risk-based capital ratio achieved by PNC with respect to the Performance YearTranche, which will be based on PNC’s publicly reported financial results for the period ending on the applicable performance measurement date. In standard circumstances, this will generally be the public release of earnings results for PNC’s fourth quarter that occurs after the year-end measurement date, so that the Compensation Committee will be able to make its determination in late January or early February following the applicable performance year-end. In the standard circumstances, the Annual Tier 1 Risk-Based Performance Factor for a Performance Year Tranche will be 100.00% if, as of the applicable performance measurement date for that performance periodTranche, PNC has met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. If PNC has not met or exceeded such required ratio, the Annual Tier 1 Risk-Based Performance Factor for that performance period Tranche will be 0.00%. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year performance year is 0.00%, this would mean the Tranche that relates to that performance year, including all outstanding Performance RSUs in that Tranche together with the Award Dividend Equivalents related to such Performance RSUs, has failed to meet the this risk performance condition with respect to that Performance Year condition, is no longer eligible for vesting, and the overall Annual Performance Factor that relates to that Performance Year will be 0.00%forfeited by Grantee to PNC and cancelled without payment of any consideration by PNC, effective as of the certification date of such results. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year performance year is 100.00%, this will reflect no downward adjustment for performance with respect to this risk metric for that performance periodyear. For circumstances where there is a Change of Control or Grantee dies, in either case dies while Grantee is still an employee of the Corporation or following a Qualifying Retirement or Retirement, a Qualifying Disability Termination, or where Grantee has a Qualifying Anticipatory Termination, or where there is a Change of Control, the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year an applicable outstanding Tranche will be determined as set forth in Section 76.4 below.

First Risk Performance Condition and Related Annual Performance Factor. For the First Risk Performance Condition, risk performance will be measured under the Tier 1 Risk-Based Performance Metric (also sometimes referred to as the First Risk Performance Metric), as specified below, for each Performance Year in the Award and will generate an Annual Tier 1 Risk-Based Performance Factor that relates to each such Performance Year. The Annual Tier 1 Risk-Based Performance Factor for a given Performance Year could be either 100.00% or 0.00% based on the First Risk Performance Metric, as described below. The First Risk Performance Metric for this Award, the Tier 1 Risk-Based Performance Metric, is whether PNC has, as of the applicable performance measurement date for that Performance Year, met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. In the standard circumstances where Xxxxxxx continues to be an employee of the Corporation (or where Xxxxxxx’s employment with the Corporation ceases by reason of a Qualifying Retirement or a Qualifying Disability Termination) and there has not been a Change of Control and Grantee has not died or had a Qualifying Anticipatory Termination, the applicable performance measurement date for a Performance Year for purposes of this First Risk Performance Metric will be the year-end date of the applicable Performance Year. For example, for the 2016 2015 Performance Year, the specified Tier 1 risk-based capital ratio will be the ratio as of December 31, 20162015, except as otherwise provided in Section 7 where applicable under the circumstances. The process of certification of the level of PNC’s performance with respect to the Tier 1 Risk-Based Performance Metric will occur as soon as practicable after the applicable performance measurement date (in the case of determinations made in standard circumstances pursuant to this Section 6.4, after the applicable year-end date). PNC will present information to the Compensation Committee with respect to (1) the minimum specified Tier 1 risk-based capital ratio PNC is required to achieve in order to meet the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC and (2) the applicable Tier 1 risk-based capital ratio achieved by PNC with respect to the Performance Year, which will be based on PNC’s publicly reported financial results for the period ending on the applicable performance measurement date. In standard circumstances, this will generally be the public release of earnings results for PNC’s fourth quarter that occurs after the year-end measurement date, so that the Compensation Committee will be able to make its determination in late January or early February following the applicable performance year-end. In the standard circumstances, the Annual Tier 1 Risk-Based Performance Factor for a Performance Year will be 100.00% if, as of the applicable performance measurement date for that performance period, PNC has met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. If PNC has not met or exceeded such required ratio, the Annual Tier 1 Risk-Based Performance Factor for that performance period will be 0.00%. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year is 0.00%, this would mean that the Award has failed to meet the risk performance condition with respect to that Performance Year and the overall Annual Performance Factor that relates to that Performance Year will be 0.00%. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year is 100.00%, this will reflect no downward adjustment for performance with respect to this risk metric for that performance period. For circumstances where there is a Change of Control or Grantee dies, in either case while Grantee is still an employee of the Corporation or following a Qualifying Retirement or a Qualifying Disability Termination, or where Grantee has a Qualifying Anticipatory Termination, the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year will be determined as set forth in Section 7.

First Risk Performance Condition and Related Annual Performance Factor. For Each Tranche of the First Risk Award will also be subject to an Annual Tier 1 Risk-Based Performance Condition, Factor that relates to risk performance will be measured under the Tier 1 Risk-Based Performance Metric (also sometimes referred to as the First Risk Performance Metricfirst risk performance metric), as specified below, for each Performance Year in the Award and will generate an Annual Tier 1 Risk-Based Performance Factor performance year applicable to that Tranche (e.g., for the First Tranche, also referred to as the 2014 Tranche, the applicable risk performance relates to each such Performance Yearrisk performance for calendar year 2014). The Annual Tier 1 Risk-Based Performance Factor for a given Performance Year Tranche could be either 100.00% or 0.00% based on the First Risk Performance Metricfirst risk performance metric, as described below. The First Risk Performance Metric first risk performance metric for this Award, the Tier 1 Risk-Based Performance Metric, is whether PNC has, as of the applicable performance measurement date for that Performance YearTranche, met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. In the standard circumstances where Xxxxxxx continues to be an employee of the Corporation (or where Xxxxxxx’s employment with the Corporation ceases by reason of a Qualifying Retirement Retirement, a Qualifying Disability Termination, or a Qualifying Disability Anticipatory Termination) and there has not been a Change of Control and Grantee has not died or had a Qualifying Anticipatory Terminationdied, the applicable performance measurement date for a Performance Year Tranche for purposes of this First Risk Performance Metric first risk performance metric will be the year-end date of the applicable Performance Yearperformance year for that Tranche (as specified in the first paragraph of this Section 6.2 above). For example, for the 2016 Performance YearSecond Tranche, the specified Tier 1 risk-based capital ratio will be the ratio as of December 31, 20162015, except as otherwise provided in Section 7 6.4 below where applicable under the circumstances. The process of certification of the level of PNC’s performance with respect to the Tier 1 Risk-Based Performance Metric will occur as soon as practicable after the applicable performance measurement date (in the case of determinations made in standard circumstances pursuant to this Section 6.46.2, after the applicable year-end date). PNC will present information to the Compensation Committee with respect to (1) the minimum specified Tier 1 risk-based capital ratio PNC is required to achieve in order to meet the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC and (2) the applicable Tier 1 risk-based capital ratio achieved by PNC with respect to the Performance YearTranche, which will be based on PNC’s publicly reported financial results for the period ending on the applicable performance measurement date. In standard circumstances, this will generally be the public release of earnings results for PNC’s fourth quarter that occurs after the year-end measurement date, so that the Compensation Committee will be able to make its determination in late January or early February following the applicable performance year-end. In the standard circumstances, the Annual Tier 1 Risk-Based Performance Factor for a Performance Year Tranche will be 100.00% if, as of the applicable performance measurement date for that performance periodTranche, PNC has met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. If PNC has not met or exceeded such required ratio, the Annual Tier 1 Risk-Based Performance Factor for that performance period Tranche will be 0.00%. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year performance year is 0.00%, this would mean the Tranche that relates to that performance year, including all outstanding Performance RSUs in that Tranche together with the Award Dividend Equivalents related to such Performance RSUs, has failed to meet the this risk performance condition with respect to that Performance Year condition, is no longer eligible for vesting, and the overall Annual Performance Factor that relates to that Performance Year will be 0.00%forfeited by Grantee to PNC and cancelled without payment of any consideration by PNC, effective as of the certification date of such results. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year performance year is 100.00%, this will reflect no downward adjustment for performance with respect to this risk metric for that performance periodyear. For circumstances where there is a Change of Control or Grantee dies, in either case dies while Grantee is still an employee of the Corporation or following a Qualifying Retirement or Retirement, a Qualifying Disability Termination, or where Grantee has a Qualifying Anticipatory Termination, or where there is a Change of Control, the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year an applicable outstanding Tranche will be determined as set forth in Section 76.4 below.

First Risk Performance Condition and Related Annual Performance Factor. For Each Tranche of the First Risk Award will also be subject to an Annual Tier 1 Risk-Based Performance Condition, Factor that relates to risk performance will be measured under the Tier 1 Risk-Based Performance Metric (also sometimes referred to as the First Risk Performance Metricfirst risk performance metric), as specified below, for each Performance Year in the Award and will generate an Annual Tier 1 Risk-Based Performance Factor performance year applicable to that Tranche (e.g., for the First Tranche, also referred to as the 2014 Tranche, the applicable risk performance relates to each such Performance Yearrisk performance for 2014). The Annual Tier 1 Risk-Based Performance Factor for a given Performance Year Tranche could be either range from 100.00% or to 0.00% based on the First Risk Performance Metricfirst risk performance metric, as described below. The First Risk Performance Metric first risk performance metric for this Award, the Tier 1 Risk-Based Performance Metric, is whether PNC has, as of the applicable performance measurement date for that Performance YearTranche, met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. In the standard circumstances where Xxxxxxx continues to be an employee of the Corporation (Corporation, or where Xxxxxxx’s employment with the Corporation ceases by reason of a Qualifying Retirement or a Qualifying Disability Termination) , and there has not been a Change of Control and Grantee has not died or had a Qualifying Anticipatory Terminationdied, the applicable performance measurement date for a Performance Year Tranche for purposes of this First Risk Performance Metric first risk performance metric will be the year-end date of the applicable Performance Yearperformance year for that Tranche (as specified in the first paragraph of this Section 6.2 above). For example, for the 2016 Performance YearSecond Tranche, the specified Tier 1 risk-based capital ratio will be the ratio as of December 31, 20162015, except as otherwise provided in Section 7 6.4 below where applicable under the circumstances. The process of certification of the level of PNC’s performance with respect to the Tier 1 Risk-Based Performance Metric will occur as soon as practicable after the applicable performance measurement date (in the case of determinations made in standard circumstances pursuant to this Section 6.46.2, after the applicable year-end date). PNC will present information to the Compensation Committee with respect to (1) the minimum specified Tier 1 risk-based capital ratio PNC is required to achieve in order to meet the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC and (2) the applicable Tier 1 risk-based capital ratio achieved by PNC with respect to the Performance YearTranche, which will be based on PNC’s publicly reported financial results for the period ending on the applicable performance measurement date. In standard circumstancesGenerally, this will generally be the public release of earnings results for PNC’s fourth quarter that occurs after the year-end measurement date, so that the Compensation Committee will be able to make its determination in late January or early February following the applicable performance year-end. In the standard circumstances, the Annual Tier 1 Risk-Based Performance Factor for a Performance Year Tranche will be 100.00% if, as of the applicable performance measurement date for that performance periodTranche, PNC has met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. If PNC has not met or exceeded such required ratio, the Annual Tier 1 Risk-Based Performance Factor for that performance period Tranche will be 0.00%. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year performance year is 0.00%, this would mean the Tranche that relates to that performance year, including all outstanding Performance RSUs in that Tranche together with the Award Dividend Equivalents related to such Performance RSUs, has failed to meet the this risk performance condition with respect to that Performance Year condition, is no longer eligible for vesting, and the overall Annual Performance Factor that relates to that Performance Year will be 0.00%forfeited by Grantee to PNC and cancelled without payment of any consideration by PNC, effective as of the certification date of such results. If the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year performance year is 100.00%, this will reflect no downward adjustment for performance with respect to this risk metric for that performance periodyear. For circumstances where there is a Change of Control or Grantee dies, in either case while Grantee is still an employee of the Corporation or following a Qualifying Retirement or a Qualifying Disability Termination, or where Grantee has a Qualifying Anticipatory Termination, the Annual Tier 1 Risk-Based Performance Factor with respect to a given Performance Year an applicable outstanding Tranche will be determined as set forth in Section 76.4 below.