PNC Bank 2005 Annual Report Download - page 271

(a) any Person, excluding employee benefits plans of the Corporation, is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions
thereto), directly or indirectly, of securities of PNC representing twenty percent (20%) or more of the
combined voting power of PNC’ s then outstanding securities; provided, however, that such an acquisition
of beneficial ownership representing between twenty percent (20%) and forty percent (40%), inclusive, of
such voting power will not be considered a Change in Control if the Board approves such acquisition either
prior to or immediately after its occurrence;
(b) PNC consummates a merger, consolidation, share exchange, division or other
reorganization or transaction of PNC (a “Fundamental Transaction”) with any other corporation, other than
a Fundamental Transaction that results in the voting securities of PNC outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately
after such Fundamental Transaction of (i) PNC’ s outstanding securities, (ii) the surviving entity’ s
outstanding securities, or (iii) in the case of a division, the outstanding securities of each entity resulting
from the division;
(c) the shareholders of PNC approve a plan of complete liquidation or winding-up of PNC or
an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially
all of PNC’ s assets;
(d) as a result of a proxy contest, individuals who prior to the conclusion thereof constituted
the Board (including for this purpose any new director whose election or nomination for election by PNC’ s
shareholders in connection with such proxy contest was approved by a vote of at least two-thirds (2/3rds) of
the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a
majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied);
(e) during any period of twenty-four (24) consecutive months, individuals who at the
beginning of such period constituted the Board (including for this purpose any new director whose election
or nomination for election by PNC’ s shareholders was approved by a vote of at least two-thirds (2/3rds) of
the directors then still in office who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise
unoccupied); or
(f) the Board determines that a Change in Control has occurred.
Notwithstanding anything to the contrary herein, a divestiture or spin-off of a subsidiary or
division of PNC will not by itself constitute a Change in Control.
A.7 “CIC Failure” means the following:
(a) with respect to a CIC Triggering Event described in Section A.8(a), PNC’ s shareholders
vote against the transaction approved by the Board or the agreement to consummate the transaction is
terminated; or
(b) with respect to a CIC Triggering Event described in Section A.8(b), the proxy contest
fails to replace or remove a majority of the members of the Board.
A.8 “CIC Triggering Event” means the occurrence of either of the following:
(a) the Board or PNC’ s shareholders approve a transaction described in Subsection (b) of the
definition of Change in Control contained in Section A.6; or
(b) the commencement of a proxy contest in which any Person seeks to replace or remove a
majority of the members of the Board.