Common use of Qualifying Retirement Clause in Contracts

Qualifying Retirement. If Grantee Retires (as defined in Section 14.36) 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 14.19). If Grantee is Disabled (as defined in Section 14.20) 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 such an award, if any, would have been considered had Grantee remained a Corporation employee, 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 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 ▇▇▇▇▇▇▇’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 Grantee Retires (as defined in Section 14.3615.38) 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 14.1915.18). If Grantee is Disabled (as defined in Section 14.2015.19) 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 such an award, if any, would have been awards are considered had Grantee remained a for those 2010 Incentive Performance Units grantees who remain Corporation employeeemployees, 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 ▇▇▇▇▇▇▇’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 prior to the regularly scheduled award date for non-exceptional circumstances in early 2013 but ▇▇▇▇▇▇▇ has met the conditions for a qualifying Retirement termination set forth in Section 4.3 and the Performance Units have not been terminated by PNC prior to the award date pursuant to Section 4.3 for Detrimental Conduct and remain outstanding, PNC will present information to the Committee for purposes of this Section 5.1 on the following basis: (i) the applicable performance measurement date will be the last day of the last full quarter completed prior to ▇▇▇▇▇▇▇’s Retirement date or, if the Retirement date is a quarter-end date, that quarter-end date, but in no event later than December 31, 2012; (ii) the applicable overall Performance Period will be the period beginning on April 1, 2010 and ending on the quarter-end date that is the applicable performance measurement date, and will consist of one, two or three covered periods, as the case may be, consisting of the partial covered year or years and, if any, the full covered year or years, as applicable, in that period; (iii) the applicable Final Potential Payout Percentage will be the percentage that is the weighted average of the Annual Potential Payout Percentages for the one, two or three covered periods, as the case may be, in the applicable overall Performance Period specified above, calculated as set forth in Section 15.24; (iv) the applicable Calculated Maximum Potential Payout Amount will be the number of Share Units equal to (x) the applicable Final Potential Payout Percentage of the Adjusted Target Share Units, with adjustments calculated through the quarter-end date that is the applicable performance measurement date, then (y) prorated (as defined in Section 14.3615.36) prior to based on the Committeenumber of full quarters in the applicable overall Performance Period (i.e., in the period from April 1, 2010 through the quarter-determined Award Date and end date that is the termination of employment is not also a termination by applicable performance measurement date specified above); and (v) the Corporation for Cause, the Performance Units scheduled award-determination period 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 occur in Detrimental Conduct (early 2013 as defined provided in Section 14.197.1, unless Grantee dies after Retirement but before the beginning of 2012, in which case the scheduled award-determination period will occur in early 2012 (if the death occurred in 2011) or early 2011 (if the death occurred in 2010), as the case may be. If In the event that Grantee is Disabled (as defined in Section 14.20) at the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection then Section 5.1(d) 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 such an award, if any, would have been considered had Grantee remained a Corporation employee, 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 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 ▇▇▇▇▇▇▇’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 Grantee Retires (as defined in Section 14.3614.44) 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 14.1914.23). If Grantee is Disabled (as defined in Section 14.20) 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 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 such an award, if any, would have been considered had Grantee remained a Corporation employee, 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 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 ▇▇▇▇▇▇▇’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 Grantee Retires (as defined in Section 14.3615.48) prior to the Committee-determined Award Date and the ▇▇▇▇▇▇▇’s termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive 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 14.1915.25). If Grantee is Disabled (as defined in Section 14.20) 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 2012 Incentive 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 such an award, if any, would have been awards are considered had Grantee remained a for those 2012 Incentive Performance Units grantees who remain Corporation employeeemployees, 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 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 Incentive 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 ▇▇▇▇▇▇▇’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 (a) In the event that Grantee Retires on or after the first (as defined in Section 14.361st) anniversary of the Grant Date but prior to the Committee-determined Award Date and third (3rd) anniversary of 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 Grant 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 14.19). If Grantee is Disabled (as defined in Section 14.20) at the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection Unvested Shares 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 such an award, if any, would have been considered had Grantee remained a Corporation employee, calculated in accordance with Section 5.1(c) with a performance measurement date of the last day of the last full quarter completed automatically forfeited on or prior to Grantee’s Retirement date, but in no event later than December 31, 2012, 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 ▇▇▇▇▇▇▇’s death occursTermination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of Section 7.2 and Section 7.5(b), remain outstanding pending and subject to affirmative approval of the vesting of the Restricted Shares pursuant to this Section 7.5(a) by the Designated Person specified in Section A.14 of Annex A. If such Unvested Shares are still outstanding but the Designated Person has not made a specific determination to either approve or disapprove the vesting of the Unvested Shares by the day immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be automatically extended through the first to occur of: (1) the day the Designated Person makes a specific determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the third (3rd) anniversary of the Grant Date, if the death occurs Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Personnel and Compensation Committee of the Board, whichever is applicable. If the vesting of the then outstanding Unvested Shares is affirmatively approved by the Designated Person on or prior to December 31the last day of the Restricted Period, 2012including any extension of the Restricted Period, or in 2013 if applicable, then 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 Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to all then outstanding Unvested Shares, if any, will terminate as of the end of the day on the date of such approval or the day immediately preceding the third (3rd) anniversary of the Grant Date, whichever is later. The Restricted Shares outstanding at the termination of the Restricted Period will become Awarded Shares and will be made released and reissued by PNC pursuant to Section 69. (b) If the Designated Person disapproves the vesting of the Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, calculated as specified in then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to the second paragraph of Section 6.1(c) 7.5(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of the Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and payable in accordance with Section 7subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the Restricted Period without payment of any consideration by PNC.