Common use of Qualifying Retirement Clause in Contracts

Qualifying Retirement. Except as set forth in the following paragraph, in the event that Grantee Retired prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying Retirement set forth in Section 4.3 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇’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 occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) 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 pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, ▇▇▇▇▇▇▇’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(b) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNC, in accordance with Section 10.

Qualifying Retirement. Except as set forth in the following paragraph, in In the event that Grantee Retired prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying qualifying Retirement termination set forth in Section 4.3 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇’s Final Award will 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), including both the but substituting a Part A B Award amount and of zero Share Units for any Part B Award amount calculated pursuant to that Section 6.1(a)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 Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) 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 pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, ▇▇▇▇▇▇▇’s Final Award will be the amount of the award that would have been payable to Grantee determined pursuant to the calculations set forth in this Section 6.1(b6.1(c) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNCthe Committee, in accordance with Section 109.

Qualifying Retirement. Except as set forth in the following paragraph, in In the event that Grantee Retired prior to the day the Change of in Control occurs but Grantee has met the conditions for a Qualifying Retirement qualifying retirement termination set forth in Section 4.3 and the 2012 Incentive Performance Units have Grant has not been terminated by PNC prior to the Change of in Control pursuant to Section 4.3 for Detrimental Conduct and are still is outstanding as of the end of the day immediately preceding the day on which the Change of in Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇’s Final Award will 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), including both the but substituting a Part A B Award amount and of zero Share Units for any Part B Award amount calculated pursuant to that Section 6.1(a)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 occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of in Control. If ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of in Control, ▇▇▇▇▇▇▇’s Final Award will be the amount of the award that would have been payable to Grantee determined pursuant to the calculations set forth in this Section 6.1(b6.1(c) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNCthe Committee, in accordance with Section 109.

Qualifying Retirement. Except as set forth in the following paragraph, in In the event that Grantee Retired prior to the day the Change of in Control occurs but Grantee has met the conditions for a Qualifying Retirement qualifying retirement termination set forth in Section 4.3 and the 2012 Incentive Performance Units have Grant has not been terminated by PNC prior to the Change of in Control pursuant to Section 4.3 for Detrimental Conduct and are still is outstanding as of the end of the day immediately preceding the day on which the Change of in Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇Grantee’s Final Award will 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), including both the but substituting a Part A B Award amount and of zero Share Units for any Part B Award amount calculated pursuant to that Section 6.1(a)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 occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of in Control. If ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of in Control, ▇▇▇▇▇▇▇’s Final Award will be the amount of the award that would have been payable to Grantee determined pursuant to the calculations set forth in this Section 6.1(b6.1(c) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNCthe Committee, in accordance with Section 109.

Qualifying Retirement. Except as set forth in the following paragraph, in the event that Grantee Retired prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying Retirement set forth in Section 4.3 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇’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 occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) 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 pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, ▇▇▇▇▇▇▇’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(b) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNC, in accordance with Section 109.

Qualifying Retirement. Except as set forth in the following paragraph, in In the event that Grantee Retired prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying qualifying Retirement termination set forth in Section 4.3 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇’s Final Award will 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), including both the but substituting a Part A B Award amount and of zero Share Units for any Part B Award amount calculated pursuant to that Section 6.1(a)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 Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) 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 pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, ▇▇▇▇▇▇▇’s Final Award will be the amount of the award that would have been payable to Grantee determined pursuant to the calculations set forth in this Section 6.1(b6.1(c) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNCthe Committee, in accordance with Section 10.

Qualifying Retirement. Except as set forth in the following paragraph, in In the event that Grantee Retired prior to the day the Change of in Control occurs but Grantee has met the conditions for a Qualifying Retirement qualifying retirement termination set forth in Section 4.3 and the 2012 Incentive Performance Units have Grant has not been terminated by PNC prior to the Change of in Control pursuant to Section 4.3 for Detrimental Conduct and are still is outstanding as of the end of the day immediately preceding the day on which the Change of in Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇Grantee’s Final Award will 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), including both the but substituting a Part A B Award amount and of zero Share Units for any Part B Award amount calculated pursuant to that Section 6.1(a)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 occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of in Control. If ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of in Control, ▇▇▇▇▇▇▇’s Final Award will be the amount of the award that would have been payable to Grantee determined pursuant to the calculations set forth in this Section 6.1(b6.1(c) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNCthe Committee, in accordance with Section 10.