PNC Bank 2005 Annual Report Download - page 236

that PNC need not comply with any term, covenant or condition of the Agreement to the extent that doing
so would require that Grantee reimburse PNC or its subsidiaries for such amounts pursuant to Section 304
of the Sarbanes-Oxley Act of 2002.
16. Compliance with Internal Revenue Code Section 409A. To the extent that any of the
terms or provisions of the Agreement or of the Grant may result in the application of Section 409A of the
Internal Revenue Code to this Grant, PNC may, without the consent of Grantee, modify the Agreement and
the Grant to the extent and in the manner PNC deems necessary or advisable in order to allow the Grant to
be excluded from the definition of “deferred compensation” within the meaning of such Section 409A or in
order to comply with the provisions of Section 409A, other applicable provision(s) of the Internal Revenue
Code, and/or any rules, regulations or other regulatory guidance issued under such statutory provisions.
17. Acceptance of Grant; PNC Right to Cancel. If Grantee does not accept the Grant by
executing and delivering a copy of the Agreement to PNC, without altering or changing the terms thereof in
any way, within thirty (30) days of receipt by Grantee of a copy of the Agreement, PNC may, in its sole
discretion, withdraw its offer and cancel the Grant at any time prior to Grantee’ s delivery to PNC of a copy
of the Agreement executed by Grantee. Otherwise, upon execution and delivery of the Agreement by both
PNC and Grantee and, in the event that Grantee is subject to the reporting requirements of Section 16(a) of
the Exchange Act with respect to PNC securities, the filing with and acceptance by the SEC of a Form 4
reporting the Grant, the Agreement is effective.
Grantee will not have any of the rights of a shareholder with respect to the Restricted Shares as set
forth in Section 4, and will not have the right to vote or to receive dividends on such shares, until the date
the Agreement is effective and the Restricted Shares are issued in accordance with this Section 17.
In the event that one or more record dates for dividends on PNC common stock occur after the
Grant Date but before the date the Agreement is effective in accordance with this Section 17 and the
Restricted Shares are issued, then upon the effectiveness of the Agreement, the Corporation will make a
cash payment to Grantee equivalent to the amount of the dividends Grantee would have received had the
Agreement been effective and the Restricted Shares had been issued on the Grant Date.
IN WITNESS WHEREOF, PNC has caused the Agreement to be signed on its behalf as of the Grant
Date.
THE PNC FINANCIAL SERVICES GROUP, INC.
By:
Chairman and Chief Executive Officer
ATTEST:
By:
Corporate Secretary
ACCEPTED AND AGREED TO by GRANTEE
___________________________________
Grantee