Common use of Service Requirements Clause in Contracts

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalents, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, after a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause (as defined in Section 15.3) or Grantee leaves employment with the Corporation thereafter for Good Reason.

Service Requirements. Grantee will meet the service requirements of the Award with respect to the Performance RSUs and related Dividend EquivalentsRestricted Share Units, or applicable Tranche portion thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend EquivalentsRestricted Share Units, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th 3rd anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment is terminated by the Corporation by reason of Grantee’s Disability (as defined in Section 12) and not for Cause (as defined in Section 12). (iv) Grantee continues to be employed by the Corporation until such time as Grantee Retires (as defined in Section 12) provided that such Retirement Date occurs no earlier than the 1st anniversary of the Award Grant Date and such Retirement is a Qualifying Retirement Termination Date of employment as defined below and where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”)Cause. (ivv) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not terminated by with the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was is terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”12). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause 12) occurs. (vii) The Committee or other PNC Designated Person (as defined in Section 15.312) determines, in its sole discretion and prior to Grantee’s Termination Date, that, with respect to all or Grantee leaves employment a specified portion of Grantee’s then outstanding Restricted Share Units that have not yet vested, the service requirements will be deemed to have been satisfied with respect to such share units; provided that if the Corporation thereafter for Good ReasonCommittee or other PNC Designated Person determines, in its sole discretion, that such deemed satisfaction of the service requirements shall be subject to any accompanying restrictions, terms or conditions, then such conditions shall have been timely satisfied (or shall be deemed to have been timely satisfied upon the earlier occurrence of Grantee’s death or of a Change of Control) no later than by the end of the day immediately preceding the 3rd anniversary of the Award Grant Date.

Service Requirements. Grantee will meet the service requirements with respect to of the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, Award if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalentsapplicable, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents the Award upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th anniversary of the Final Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.615.10) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, after on January 2, 2018 where a Change of Control (as defined in Section 15), and ) is consummated prior to a Committee-determined Final Award Date (as defined in Section 15) or where ▇▇▇▇▇▇▇’s employment with the Corporation is was terminated thereafter after the Change of Control by the Corporation without Cause (as defined in Section 15.3) or Grantee leaves employment with by ▇▇▇▇▇▇▇’s voluntarily resignation from the Corporation thereafter for Good ReasonReason (as defined in Section 15).

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalents, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th anniversary of February 13, 2014 (hereafter, the Award Grant “Designated Marker Date”), as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date (as defined in Section 15) where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.615) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date employed by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues through the day immediately prior to be an employee of the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause (as defined in Section 15.3) or Grantee leaves employment with the Corporation thereafter for Good Reasonoccurs.

Service Requirements. Grantee will meet the service requirements of the Award with respect to the Performance RSUs and related Dividend EquivalentsRestricted Share Units, or applicable Tranche portion thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend EquivalentsRestricted Share Units, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th 3rd anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment is terminated by the Corporation by reason of Grantee’s Disability (as defined in Section 12) and not for Cause (as defined in Section 12) (a “Qualifying Disability Termination”). (iv) Grantee continues to be employed by the Corporation until such time as Grantee Retires (as defined in Section 12) provided that such Retirement Date occurs no earlier than the 1st anniversary of the Award Grant Date and such Retirement is a Qualifying Retirement Termination Date of employment as defined below and where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”)Cause. (ivv) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not terminated by with the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was is terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 1512) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause 12) occurs. (vii) The Compensation Committee or its delegate or other PNC Designated Person (as defined in Section 15.312) determines, in its sole discretion and prior to Grantee’s Termination Date, that, with respect to all or Grantee leaves employment a specified portion of Grantee’s then outstanding Restricted Share Units that have not yet vested, the service requirements will be deemed to have been satisfied with respect to such share units; provided that if the Corporation thereafter for Good ReasonCompensation Committee or its delegate or other PNC Designated Person determines, in its sole discretion, that such deemed satisfaction of the service requirements shall be subject to any accompanying restrictions, terms or conditions, then such conditions shall have been timely satisfied (or shall be deemed to have been timely satisfied upon the earlier occurrence of Grantee’s death or of a Change of Control) no later than by the end of the day immediately preceding the 3rd anniversary of the Award Grant Date.

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalents, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th anniversary of the Award Grant Issuance Date, as the case may be, with respect to the First, Second, Third, Third or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.613) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 1513) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 1513) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 1513) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause (as defined in Section 15.313) or Grantee leaves employment with the Corporation thereafter for Good Reasonoccurs.

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend EquivalentsRestricted Shares, or applicable Tranche portion thereof if so specified, if Grantee meets the conditions of any of the subclauses belowbelow with respect to those shares. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalentsshares, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents those shares upon the first to occur of such conditions. (i) Grantee continues to be an employee of employed by the Corporation through and including the day immediately preceding the 1st3rd anniversary of the Award Date with respect to the First Tranche Shares, 2nd, 3rd, or through and including the day immediately preceding the 4th anniversary of the Award Grant DateDate with respect to the Second Tranche Shares, or through and including the day immediately preceding the 5th anniversary of the Award Date with respect to the Third Tranche Shares, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not is terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 1511) and not for Cause (as defined in Section 11) and PNC’s Designated Person (as defined in Section 11) affirmatively approves the vesting of the outstanding First Tranche Shares, Second Tranche Shares, or Third Tranche Shares, as the case may be, in a timely fashion as set forth in Section 7.2 (together, a “Qualifying Disability Termination”” with respect to those Restricted Shares or Tranche of Restricted Shares as of the time such affirmative approval of vesting occurs). (viv) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was with the Corporation is terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”11). (viv) Grantee continues to be an employee of the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, after a A Change of Control (as defined in Section 15)11) occurs and, and where as of the day immediately preceding the Change of Control, Grantee either (a) is an employee of the Corporation or (b) was an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment with was terminated by the Corporation is terminated thereafter without by reason of Grantee’s Disability and not for Cause and Grantee’s Restricted Shares or portion thereof that had not already vested remains outstanding pending affirmative approval of vesting of such outstanding Tranche or Tranches of Restricted Shares by PNC’s Designated Person in accordance with Section 7.2. (vi) The Compensation Committee or its delegate determines, in their sole discretion, that, with respect to all or a specified portion of Grantee’s then outstanding Restricted Shares that have not yet vested and been released, the service requirements will be deemed to have been satisfied with respect to such shares, and such other accompanying restrictions, terms or conditions, if any, as defined the Compensation Committee or its delegate may in their sole discretion determine have been satisfied, all in accordance with Section 15.3) or Grantee leaves employment with the Corporation thereafter for Good Reason7.3.

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, Restricted Shares if Grantee meets the conditions of any of the subclauses below(i), (ii), (iii), (iv), (v), (vi) or (vii) below with respect to those shares. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalentsshares, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents those shares upon the first to occur of such conditions. (i) Grantee continues to be an employee of employed by the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th 5th anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not is terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 1511) and not for Cause (as defined in Section 11) and PNC’s Designated Person (as defined in Section 11) affirmatively approves the vesting of the outstanding Restricted Shares in a timely fashion as set forth in Section 7.2 (together, a “Qualifying Disability Termination”” with respect to those Restricted Shares as of the time such affirmative approval of vesting occurs). (iv) Grantee continues to be employed by the Corporation until such time as Grantee Retires (as defined in Section 11), such Retirement Date occurs no earlier than the 1st anniversary of the Award Date, and PNC’s Designated Person affirmatively approves the vesting of the outstanding Restricted Shares in a timely fashion as set forth in Section 7.2 (together, a “Qualifying Retirement” with respect to those Restricted Shares as of the time such affirmative approval of vesting occurs). (v) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was with the Corporation is terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”11). (vi) Grantee continues to be an employee of the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, after a A Change of Control (as defined in Section 15)11) occurs and, and where as of the day immediately preceding the Change of Control, Grantee either (a) is an employee of the Corporation, (b) was an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment with was terminated by the Corporation is terminated thereafter without by reason of Grantee’s Disability and not for Cause and Grantee’s Restricted Shares remain outstanding pending affirmative approval of vesting of such outstanding Restricted Shares by PNC’s Designated Person in accordance with Section 7.2, or (as defined in Section 15.3c) or Grantee leaves employment with was an employee of the Corporation thereafter for Good Reasonuntil ▇▇▇▇▇▇▇’s Retirement on or after the 1st anniversary of the Award Date and Grantee’s Restricted Shares remain outstanding pending affirmative approval of vesting of such outstanding Restricted Shares by PNC’s Designated Person in accordance with Section 7.2. (vii) The Compensation Committee or its delegate determines, in their sole discretion, that, with respect to all or a specified portion of Grantee’s then outstanding Restricted Shares that have not yet vested and been released, the service requirements will be deemed to have been satisfied with respect to such shares, and such other accompanying restrictions, terms or conditions, if any, as the Compensation Committee or its delegate may in their sole discretion determine have been satisfied, all in accordance with Section 7.3.

Service Requirements. Grantee will meet the service requirements of the Award with respect to the Performance RSUs and related Dividend EquivalentsRestricted Share Units, or applicable Tranche portion thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend EquivalentsRestricted Share Units, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th 3rd anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment is terminated by the Corporation by reason of Grantee’s Disability (as defined in Section 12) and not for Cause (as defined in Section 12) (a “Qualifying Disability Termination”). (iv) Grantee continues to be employed by the Corporation until such time as Grantee Retires (as defined in Section 12) provided that such Retirement Date occurs no earlier than the 1st anniversary of the Award Grant Date and such Retirement is a Qualifying Retirement Termination Date of employment as defined below and where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”)Cause. (ivv) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not terminated by with the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was is terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 1512) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15)12) occurs. (vii) The Compensation Committee or its delegate (as defined in Section 12) or other PNC Designated Person (as defined in Section 12) determines, in its sole discretion and where prior to Grantee’s Termination Date, that, with respect to all or a specified portion of Grantee’s then outstanding Restricted Share Units that have not yet vested, the service requirements will be deemed to have been satisfied with respect to such share units; provided that if the Compensation Committee or its delegate or other PNC Designated Person determines, in its sole discretion, that such deemed satisfaction of the service requirements shall be subject to any accompanying restrictions, terms or conditions, then such conditions shall have been timely satisfied (or shall be deemed to have been timely satisfied upon the earlier occurrence of ▇▇▇▇▇▇▇’s employment with death or of a Change of Control) no later than by the Corporation is terminated thereafter without Cause (as defined in Section 15.3) or Grantee leaves employment with end of the Corporation thereafter for Good Reasonday immediately preceding the 3rd anniversary of the Award Grant Date.

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalents, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.615) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause (as defined in Section 15.3) or Grantee leaves employment with the Corporation thereafter for Good Reasonoccurs.

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalents, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, Third or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.613) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 1513) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 1513) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 1513) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause (as defined in Section 15.313) or Grantee leaves employment with the Corporation thereafter for Good Reasonoccurs.

Service Requirements. Grantee will meet the service requirements of the Award with respect to the Performance RSUs and related Dividend EquivalentsRestricted Share Units, or applicable Tranche portion thereof if so specified, if Grantee meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend EquivalentsRestricted Share Units, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th 3rd anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment is terminated by the Corporation by reason of Grantee’s Disability (as defined in Section 12) and not for Cause (as defined in Section 12) (a “Qualifying Disability Termination”). (iv) Grantee continues to be employed by the Corporation until such time as Grantee Retires (as defined in Section 12) provided that such Retirement Date occurs no earlier than the 1st anniversary of the Award Grant Date and such Retirement is a Qualifying Retirement Termination Date of employment as defined below and where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”)Cause. (ivv) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not terminated by with the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was is terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 1512) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15), and where ▇▇▇▇▇▇▇’s employment with the Corporation is terminated thereafter without Cause 12) occurs. (vii) The Committee or other PNC Designated Person (as defined in Section 15.312) determines, in its sole discretion and prior to Grantee’s Termination Date, that, with respect to all or Grantee leaves employment a specified portion of Grantee’s then outstanding Restricted Share Units that have not yet vested, the service requirements will be deemed to have been satisfied with respect to such share units; provided that if the Corporation thereafter for Good ReasonCommittee or other PNC Designated Person determines, in its sole discretion, that such deemed satisfaction of the service requirements shall be subject to any accompanying restrictions, terms or conditions, then such conditions shall have been timely satisfied (or shall be deemed to have been timely satisfied upon the earlier occurrence of Grantee’s death or of a Change of Control) no later than by the end of the day immediately preceding the 3rd anniversary of the Award Grant Date.

Service Requirements. Grantee will meet the service requirements of the Award with respect to the Performance RSUs and related Dividend EquivalentsRestricted Share Units, or applicable Tranche portion thereof if so specified, if Grantee ▇▇▇▇▇▇▇ meets the conditions of any of the subclauses below. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend EquivalentsRestricted Share Units, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents upon the first to occur of such conditions. (i) Grantee continues to be an employee of the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th 3rd anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment is terminated by the Corporation by reason of Grantee’s Disability (as defined in Section 12) and not for Cause (as defined in Section 12) (a “Qualifying Disability Termination”). (iv) Grantee continues to be employed by the Corporation until such time as Grantee Retires (as defined in Section 12) provided that such Retirement Date occurs no earlier than the 1st anniversary of the Award Grant Date and such Retirement is a Qualifying Retirement Termination Date of employment as defined below and where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”)Cause. (ivv) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not terminated by with the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was is terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 15) (a “Qualifying Disability Termination”). (v) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 1512) (a “Qualifying Anticipatory Termination”). (vi) Grantee continues to be an employee of employed by the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) Corporation through the day immediately prior to all or substantially all of the business and/or assets of the Corporation, after date a Change of Control (as defined in Section 15)12) occurs. (vii) The Compensation Committee (as defined in Section 12) or its delegate or other PNC Designated Person (as defined in Section 12) determines, in its sole discretion and where prior to Grantee’s Termination Date, that, with respect to all or a specified portion of Grantee’s then outstanding Restricted Share Units that have not yet vested, the service requirements will be deemed to have been satisfied with respect to such share units; provided that if the Compensation Committee or its delegate or other PNC Designated Person determines, in its sole discretion, that such deemed satisfaction of the service requirements shall be subject to any accompanying restrictions, terms or conditions, then such conditions shall have been timely satisfied (or shall be deemed to have been timely satisfied upon the earlier occurrence of ▇▇▇▇▇▇▇’s employment with death or of a Change of Control) no later than by the Corporation is terminated thereafter without Cause (as defined in Section 15.3) or Grantee leaves employment with end of the Corporation thereafter for Good Reasonday immediately preceding the 3rd anniversary of the Award Grant Date.

Service Requirements. Grantee will meet the service requirements with respect to the Performance RSUs and related Dividend Equivalents, or applicable Tranche thereof if so specified, Restricted Shares if Grantee meets the conditions of any of the subclauses belowbelow with respect to those shares. If more than one of the following subclauses is applicable with respect to those Performance RSUs and related Dividend Equivalentsshares, Grantee will have met the service requirements for such Performance RSUs and related Dividend Equivalents those shares upon the first to occur of such conditions. (i) Grantee continues to be an employee of employed by the Corporation through and including the day immediately preceding the 1st, 2nd, 3rd, or 4th 3rd anniversary of the Award Grant Date, as the case may be, with respect to the First, Second, Third, or Fourth Tranche of the Performance RSUs and related Dividend Equivalents, as applicable. (ii) Grantee ceases to be an employee of the Corporation by reason of ▇▇▇▇▇▇▇’s death. (iii) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was not is terminated by the Corporation for Cause (as defined in Section 15.6) and where ▇▇▇▇▇▇▇’s termination of employment as of such date qualifies as a Retirement (as defined in Section 15) (a “Qualifying Retirement”). (iv) Grantee continues to be an employee of the Corporation until ▇▇▇▇▇▇▇’s Termination Date where ▇▇▇▇▇▇▇’s employment was not terminated by the Corporation for Cause and where ▇▇▇▇▇▇▇’s employment was terminated as of such date by the Corporation by reason of Grantee’s Disability (as defined in Section 1511) and not for Cause (as defined in Section 11) and PNC’s Designated Person (as defined in Section 11) affirmatively approves the vesting of the outstanding Restricted Shares in a timely fashion as set forth in Section 7.2 (together, a “Qualifying Disability Termination”” with respect to those Restricted Shares as of the time such affirmative approval of vesting occurs). (iv) Grantee continues to be employed by the Corporation until such time as Grantee Retires (as defined in Section 11), such Retirement Date occurs no earlier than the 1st anniversary of the Award Date, and PNC’s Designated Person affirmatively approves the vesting of the outstanding Restricted Shares in a timely fashion as set forth in Section 7.2 (together, a “Qualifying Retirement” with respect to those Restricted Shares as of the time such affirmative approval of vesting occurs). (v) Grantee continues to be an employee of employed by the Corporation until ▇▇▇▇▇▇▇’s Termination Date where such time as ▇▇▇▇▇▇▇’s employment was with the Corporation is terminated as of such date by the Corporation and such termination is an Anticipatory Termination (as defined in Section 15) (a “Qualifying Anticipatory Termination”11). (vi) Grantee continues to be an employee of the Corporation, including any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, after a A Change of Control (as defined in Section 15)11) occurs and, and where as of the day immediately preceding the Change of Control, Grantee either (a) is an employee of the Corporation, (b) was an employee of the Corporation until such time as ▇▇▇▇▇▇▇’s employment with was terminated by the Corporation is terminated thereafter without by reason of Grantee’s Disability and not for Cause and Grantee’s Restricted Shares remain outstanding pending affirmative approval of vesting of such outstanding Restricted Shares by PNC’s Designated Person in accordance with Section 7.2, or (as defined in Section 15.3c) or Grantee leaves employment with was an employee of the Corporation thereafter for Good Reasonuntil ▇▇▇▇▇▇▇’s Retirement on or after the 1st anniversary of the Award Date and Grantee’s Restricted Shares remain outstanding pending affirmative approval of vesting of such outstanding Restricted Shares by PNC’s Designated Person in accordance with Section 7.2. (vii) The Compensation Committee or its delegate determines, in their sole discretion, that, with respect to all or a specified portion of Grantee’s then outstanding Restricted Shares that have not yet vested and been released, the service requirements will be deemed to have been satisfied with respect to such shares, and such other accompanying restrictions, terms or conditions, if any, as the Compensation Committee or its delegate may in their sole discretion determine have been satisfied, all in accordance with Section 7.3.