Common use of Qualifying Retirement Clause in Contracts

Qualifying Retirement. If Grantee Retires (as defined in Section 15.38) prior to the Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Performance Units have not been terminated prior to the award date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(c) with a performance measurement date of the last day of the last full quarter completed on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination will be made and such award, if any, will be calculated in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 7.

Qualifying Retirement. If In the event that Grantee Retires (as defined in Section 15.38) Retired prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that occurs but Grantee has engaged in Detrimental Conduct (as defined met the conditions for a qualifying Retirement termination set forth in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at the time of Retirement 4.3 and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Performance Units have not been terminated by PNC prior to the award date Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding at as of the end of the day immediately preceding the day on which the Change of Control occurs such that timeGrantee remains eligible for an award, Grantee Xxxxxxx’s Final Award will be eligible for Committee consideration in the amount of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated lesser of: (1) the Calculated Maximum Potential Payout Amount determined in accordance with the same manner as set forth in Section 5.1(c) but with a performance measurement date no Committee discretion to reduce the amount of the last day award; and (2) the amount of the last full quarter completed on or prior award that would have been payable to Grantee’s Retirement dateGrantee pursuant to the calculations set forth in Section 6.1(a), but in no event later than December 31, 2012, and with adjustments to Adjusted Target substituting a Part B Award of zero Share Units for any Part B Award amount calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2that section, and may be reduced or eliminated by had Grantee not Retired but had been an employee of the Committee in Corporation as of the exercise end of its negative discretion unless such determination occurs during a the day immediately preceding the day the Change of Control Coverage Period or a occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control has occurredControl. If Grantee dies after Xxxxxxx died while a qualifying Retirement but before the time set forth above for consideration of an award qualified Retiree and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made and pursuant to this Section 6.1. If no such awardFinal Award determination was made prior to the Change of Control, if any, Xxxxxxx’s Final Award determined pursuant to this Section 6.1(c) will be calculated paid to Xxxxxxx’s legal representative, as determined in good faith by the Committee, in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 79.

Qualifying Retirement. If Grantee Retires (as defined in Section 15.3814.36) prior to the Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.1814.19). If Grantee is Disabled (as defined in Section 15.1914.20) at the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Performance Units have not been terminated prior to the award date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated award at the time that awards are such an award, if any, would have been considered for those 2010 Incentive Performance Units grantees who remain had Grantee remained a Corporation employeesemployee, calculated in accordance with Section 5.1(c) with a performance measurement date of the last day of the last full quarter completed on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination will be made and such award, if any, will be calculated in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 7.

Qualifying Retirement. If In the event that Grantee Retires (as defined in Section 15.38) Retired prior to the Committee-determined Award Date day the Change in Control occurs but Grantee has met the conditions for a qualifying retirement termination set forth in Section 4.3 and the termination of employment is Grant has not also a termination been terminated by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Change in Control pursuant to Section 4.3 for Detrimental Conduct and is outstanding as of the end of the day immediately preceding the day on which the Change in Control occurs such that Grantee remains eligible for an award, Xxxxxxx’s Final Award Datewill be in the amount of the lesser of: (1) the Calculated Maximum Potential Payout Amount determined in the same manner as set forth in Section 5.1(c) but with no Committee discretion to reduce the amount of the award; and (2) the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), other than during but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee not Retired but had been an employee of the Corporation as of the end of the day immediately preceding the day the Change of in Control Coverage Period or occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of a the Change of in Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at the time of Retirement Xxxxxxx died while a qualified Retiree and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Performance Units have not been terminated prior to the award date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(c) with a performance measurement date of the last day of the last full quarter completed on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee Final Award determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made and pursuant to this Section 6.1. If no such awardFinal Award determination was made prior to the Change in Control, if any, Xxxxxxx’s Final Award determined pursuant to this Section 6.1(c) will be calculated paid to Xxxxxxx’s legal representative, as determined in good faith by the Committee, in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 79.

Qualifying Retirement. If In the event that Grantee Retires (as defined in Section 15.38) Retired prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that occurs but Grantee has engaged in Detrimental Conduct (as defined met the conditions for a qualifying Retirement termination set forth in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at the time of Retirement 4.3 and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Performance Units have not been terminated by PNC prior to the award date Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding at as of the end of the day immediately preceding the day on which the Change of Control occurs such that timeGrantee remains eligible for an award, Grantee Xxxxxxx’s Final Award will be eligible for Committee consideration in the amount of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated lesser of: (1) the Calculated Maximum Potential Payout Amount determined in accordance with the same manner as set forth in Section 5.1(c) but with a performance measurement date no Committee discretion to reduce the amount of the last day award; and (2) the amount of the last full quarter completed on or prior award that would have been payable to Grantee’s Retirement dateGrantee pursuant to the calculations set forth in Section 6.1(a), but in no event later than December 31, 2012, and with adjustments to Adjusted Target substituting a Part B Award of zero Share Units for any Part B Award amount calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2that section, and may be reduced or eliminated by had Grantee not Retired but had been an employee of the Committee in Corporation as of the exercise end of its negative discretion unless such determination occurs during a the day immediately preceding the day the Change of Control Coverage Period or a occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control has occurredControl. If Grantee dies after Xxxxxxx died while a qualifying Retirement but before the time set forth above for consideration of an award qualified Retiree and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made and pursuant to this Section 6.1. If no such awardFinal Award determination was made prior to the Change of Control, if any, Xxxxxxx’s Final Award determined pursuant to this Section 6.1(c) will be calculated paid to Xxxxxxx’s legal representative, as determined in good faith by the Committee, in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 710.

Qualifying Retirement. If In the event that Grantee Retires (as defined in Section 15.38) Retired prior to the Committee-determined Award Date day the Change in Control occurs but Grantee has met the conditions for a qualifying retirement termination set forth in Section 4.3 and the termination of employment is Grant has not also a termination been terminated by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Change in Control pursuant to Section 4.3 for Detrimental Conduct and is outstanding as of the end of the day immediately preceding the day on which the Change in Control occurs such that Grantee remains eligible for an award, Grantee’s Final Award Datewill be in the amount of the lesser of: (1) the Calculated Maximum Potential Payout Amount determined in the same manner as set forth in Section 5.1(c) but with no Committee discretion to reduce the amount of the award; and (2) the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), other than during but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee not Retired but had been an employee of the Corporation as of the end of the day immediately preceding the day the Change of in Control Coverage Period or occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of a the Change of in Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at the time of Retirement Xxxxxxx died while a qualified Retiree and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Performance Units have not been terminated prior to the award date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(c) with a performance measurement date of the last day of the last full quarter completed on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee Final Award determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made and pursuant to this Section 6.1. If no such awardFinal Award determination was made prior to the Change in Control, if any, Xxxxxxx’s Final Award determined pursuant to this Section 6.1(c) will be calculated paid to Xxxxxxx’s legal representative, as determined in good faith by the Committee, in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 710.

Qualifying Retirement. If In the event that Grantee Retires (as defined in Section 15.38) Retired prior to the Committee-determined Award Date day the Change in Control occurs but Grantee has met the conditions for a qualifying retirement termination set forth in Section 4.3 and the termination of employment is Grant has not also a termination been terminated by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Change in Control pursuant to Section 4.3 for Detrimental Conduct and is outstanding as of the end of the day immediately preceding the day on which the Change in Control occurs such that Grantee remains eligible for an award, Grantee’s Final Award Datewill be in the amount of the lesser of: (1) the Calculated Maximum Potential Payout Amount determined in the same manner as set forth in Section 5.1(c) but with no Committee discretion to reduce the amount of the award; and (2) the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), other than during but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee not Retired but had been an employee of the Corporation as of the end of the day immediately preceding the day the Change of in Control Coverage Period or occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of a the Change of in Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at the time of Retirement Xxxxxxx died while a qualified Retiree and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Performance Units have not been terminated prior to the award date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(c) with a performance measurement date of the last day of the last full quarter completed on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee Final Award determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made and pursuant to this Section 6.1. If no such awardFinal Award determination was made prior to the Change in Control, if any, Xxxxxxx’s Final Award determined pursuant to this Section 6.1(c) will be calculated paid to Xxxxxxx’s legal representative, as determined in good faith by the Committee, in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 79.

Qualifying Retirement. If Grantee Retires (as defined in Section 15.3814.44) prior to the Compensation Committee-determined Award Date and the Grantee’s termination of employment is not also a termination by the Corporation for Cause, the 2012 Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.1814.23). If Grantee is Disabled (as defined in Section 15.19) at the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the 2012 Performance Units have not been terminated prior to the award date Award Date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration of a prorated full award at the time that awards are such an award, if any, would have been considered for those 2010 Incentive Performance Units grantees who remain had Grantee remained a Corporation employeesemployee, calculated in accordance with Section 5.1(c) with a performance measurement date of the last day of the last full quarter completed on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by the Compensation Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. If Grantee dies after a qualifying Qualifying Retirement but before the time set forth above for consideration of an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Compensation Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award will be calculated in accordance with Section 5.1(c); provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Grantee died while an employee of the Corporation. Any such award determination will be made made, and such award, if any, will be calculated in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 7, during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 20122014, or in 2013 2015 if the death occurs in 2013 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 7.

Qualifying Retirement. If Except as set forth in the following paragraph, in the event that Grantee Retires (as defined in Section 15.38) Retired prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that occurs but Grantee has engaged in Detrimental Conduct (as defined met the conditions for a Qualifying Retirement set forth in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at 4.3 and the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the 2012 Performance Units have not been terminated by PNC prior to the award date Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(c) with a performance measurement date as of the last day end of the last full quarter completed day immediately preceding the day on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by which the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a occurs such that Grantee remains eligible for an award, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Part A Award amount and any Part B Award amount calculated pursuant to that Section 6.1(a), had Grantee not Retired but had been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control has occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of Xxxxxxx died while eligible to receive an award as a Qualified Retiree and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made and pursuant to this Section 6.1. If no such awardFinal Award determination was made prior to the Change of Control, if any, Xxxxxxx’s Final Award will be calculated the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 79.

Qualifying Retirement. If Except as set forth in the following paragraph, in the event that Grantee Retires (as defined in Section 15.38) Retired prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that occurs but Grantee has engaged in Detrimental Conduct (as defined met the conditions for a Qualifying Retirement set forth in Section 15.18). If Grantee is Disabled (as defined in Section 15.19) at 4.3 and the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the 2012 Incentive Performance Units have not been terminated by PNC prior to the award date Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(c) with a performance measurement date as of the last day end of the last full quarter completed day immediately preceding the day on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, and with adjustments to Adjusted Target Share Units calculated through that same performance measurement date, and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by which the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a occurs such that Grantee remains eligible for an award, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Part A Award amount and any Part B Award amount calculated pursuant to that Section 6.1(a), had Grantee not Retired but had been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control has occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of Xxxxxxx died while eligible to receive an award as a Qualified Retiree and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made and pursuant to this Section 6.1. If no such awardFinal Award determination was made prior to the Change of Control, if any, Xxxxxxx’s Final Award will be calculated the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 710.