EX-10.55



 EXHIBIT 10.55 

THE PNC FINANCIAL SERVICES GROUP, INC. 

EXECUTIVE INCENTIVE AWARD PLAN 

(as amended and restated effective as of January 1, 2017) 
  


	1.	GENERAL PURPOSES OF PLAN 

 The PNC Financial Services Group, Inc. Executive Incentive
Award Plan is designed to (i) assist the Corporation and its Subsidiaries in attracting, motivating, and retaining the senior executive officers most critical to the long-term success of the Corporation and its Subsidiaries, (ii) promote
the alignment of their interests with those of the Corporation’s shareholders and (iii) enable the Corporation to pay annual bonuses which are based upon the achievement of specified levels of performance. 

It is intended that the payments under this Plan qualify as “performance-based compensation” within the meaning of
Section 162(m) of the Internal Revenue Code, and that the Plan be operated so that the Corporation may take a full tax deduction for such payments. If any provision of this Plan or any payments under this Plan would otherwise frustrate or
conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict. 
  

	2.	DEFINITIONS 

 Terms not otherwise defined herein will have the following meanings: 

 

	 	2.1	“Award” means an award granted under the Plan that, subject to the terms hereof and such terms as may be specified by the Committee in accordance with the Plan, provides a Participant with an
opportunity to receive an Award Payment for an Award Period, subject to and in accordance with Sections 5 and 6 of the Plan. 

  

	 	2.2	“Award Payment” means the amount payable to a Participant for a given Award Period in respect of an Award. 

  

	 	2.3	“Award Period” means the Corporation’s fiscal year, except to the extent the Committee determines otherwise, provided that the last day of an Award Period must be the last day of the
Corporation’s fiscal year. 

  

	 	2.4	“Board” means the Board of Directors of the Corporation. 

  

	 	2.5	“Committee” means the Board committee designated by the Board to establish and administer the Plan as provided herein; provided, however, that the Committee will have two or more members and each member
of the Committee will be an “outside director” as defined for purposes of Section 162(m) of the Internal Revenue Code. Unless otherwise determined by the Board, the Committee will be the Personnel and Compensation Committee of the
Board. 


  
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	 	2.6	“Corporation” means The PNC Financial Services Group, Inc. and its successors and assigns and any corporation that acquires substantially all of its assets. 


 

	 	2.7	“Incentive Income” means the consolidated net income of the Corporation, adjusted to add back income taxes, and further adjusted for the impact of any item for which such impact was the result of a
change in tax law for the impact of discontinued operations, acquisition costs and merger integration costs, and for the impact of the Corporation’s obligation to fund BlackRock long-term incentive programs (including both charges or credits
for the mark-to-market of the obligation and gains or losses on the transfer of shares in satisfaction of such obligation). 


All of the preceding terms, other than merger integration costs, will have the meanings assigned to such terms in accordance with generally
accepted accounting principles accepted in the United States of America (“GAAP”). “Merger integration costs” will mean amounts identified as such by the Corporation in publicly-disclosed financial information. 

Where the Plan requires that Incentive Income be determined for an Award Period that consists of other than one full fiscal year, Incentive
Income for that Award Period will be calculated based on Incentive Income for the full quarters within that Award Period only. 
  

	 	2.8	“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 


 

	 	2.9	“Participant” means an employee of PNC or one of its Subsidiaries who is eligible to receive an Award, subject to the terms of the Plan. 


 

	 	2.10	“Plan” means The PNC Financial Services Group, Inc. Executive Incentive Award Plan, which is the Plan set forth in this document, as amended from time to time. 


 

	 	2.11	“Subsidiary” means a corporation of which at least 50% of the total combined voting power of all classes of stock is owned by the Corporation either directly or through one or more other subsidiaries.


  

	3.	ADMINISTRATION; DELEGATION 

 Subject to the express provisions of the Plan, the Committee
will have plenary authority to: 
  

	 	    i.	interpret the Plan; 

  

	 	   ii.	prescribe, amend and rescind rules and regulations relating to the Plan, and 

  

	 	  iii.	make all other determinations deemed necessary, appropriate or advisable for the administration of the Plan, including, but not limited to, determinations regarding whether to make Awards, the terms of all Awards, the
Participants who receive Awards, the time or times at which Award grants are made, the Award Period to which each Award relates, and the actual dollar amount of any Award Payments. 


Any determinations or actions made or taken by the Committee pursuant to this authority will be final, conclusive and binding on the
Participant and any other person having or claiming an interest under an Award or the Plan. 
 The Board or the Committee may, in its
discretion, authorize the Chief Executive Officer of the Corporation or another person or persons to act on its behalf except with respect to matters relating to such Chief Executive Officer or such other person or persons or which are required to
be certified by the Committee under the Plan or in order to satisfy the requirements of the performance-based compensation exception under Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder. 

  
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	4.	ELIGIBILITY 

 Participants for each Award Period will be identified by the Committee in
accordance with Section 5.1. Participants may be identified in terms of position or title held, or base salary paid, during the applicable Award Period, or by such other means as the Committee may deem appropriate. 

Unless otherwise determined by the Committee, a Participant must still be an employee of the Corporation or one of its Subsidiaries on the
last day of an Award Period in order to be eligible to receive an Award Payment with respect to that Award Period. 
  

	5.	AWARDS; TERMS OF AWARDS 

  

	 	5.1	Participants. The Committee will, in writing, not later than the earlier of (i) 90 days after the commencement of an Award Period or (ii) the expiration of 25% of the Award Period (or such other date as
may be required or permitted under applicable regulations under Section 162(m) of the Internal Revenue Code): (a) designate the Participants or class of Participants who are eligible to receive an Award for that Award Period;
(b) specify the period to be covered by that Award Period, in accordance with Section 5.2; and (c) establish an Award for each Participant with respect to that Award Period, in accordance with Section 5.3. 


 

	 	5.2	Award Periods. The Committee will establish the period to be covered by each Award Period in accordance with Section 5.1. An Award Period may cover a full fiscal year or may cover a shorter or longer period;
however, no Award Period may be less than one full fiscal quarter, and an Award Period shall, in all cases, end on the last day of the Corporation’s fiscal year. 


 

	 	5.3	Awards. The Committee will establish an Award for each Participant with respect to each Award Period in accordance with Section 5.1. An Award will be expressed as the opportunity to receive a
dollar-denominated Award Payment of a specified percentage of the Incentive Income for that Award Period. 

 For each Award
Period, the dollar-denominated Award Payment opportunity for each Participant will consist of 0.2% of the Incentive Income for that Award Period. The maximum amount that a Participant may receive pursuant to the terms of any Award in respect of any
Award Period is a dollar-denominated Award Payment equal to 0.2% of the Incentive Income for that Award Period. 
  

	6.	CERTIFICATION; AWARD PAYMENTS 

  

	 	6.1	Certification. As soon as reasonably practicable following the end of an Award Period, but in all events prior to the payment of any Award Payments, the Committee will certify in writing the achievement of
Incentive Income for that Award Period and the amount of the maximum Award Payment for each Participant in respect of each Award for that Award Period. 


In performing such computation, the Committee may rely upon financial statements supplied by the Corporation’s officers, provided that the
Committee believes such statements to have been prepared in accordance with U.S. generally accepted accounting principles, as applicable. 
  

	 	6.2	Award Payments. As soon as practicable following the Committee’s completion of the actions specified in Section 6.1, the Committee will: (a) certify in writing the amount of the dollar- denominated
Award Payment, if any, to be paid to each Participant for that Award Period, which may not exceed the maximum amount certified pursuant to Section 6.1 but which may be reduced by the Committee in the exercise of its discretion to reduce
pursuant to Section 6.3; and 

 (b) authorize the Corporation to pay the Award Payment to each Participant in accordance
with the terms and conditions of the Plan and the applicable Award. 

  
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	 	6.3	Committee Discretion to Reduce. The Committee may, in its sole discretion, determine not to pay an Award Payment or to reduce an Award Payment under the terms of the Award without the consent of a Participant.


  

	 	6.4	Termination of Employment. Unless otherwise determined by the Committee, no Award Payment will be paid to a Participant unless the Participant is employed by the Corporation or a Subsidiary as of the date of
payment. 

  

	 	6.5	Withholding. Award Payments payable hereunder will be subject to applicable federal, state and local withholding taxes and other applicable withholding in accordance with the Corporation’s payroll practices
as in effect from time to time. 

  

	 	6.6	Deferrals. The Committee may require the deferral of payment of all or a portion of an Award Payment subject to such terms and conditions as it may determine, and, if so permitted by the Committee, a Participant
may, pursuant to any deferred compensation plan of the Corporation, defer the payment of all or a portion of an Award Payment provided that (1) any additional amounts credited to such deferred amounts will be based either on a reasonable rate
of interest or the actual rate of return of one or more predetermined investments specified by the Committee or pursuant to the terms of such deferred compensation plan and (2) both the terms of the deferral or the deferred compensation plan,
as applicable, and the election by the Participant to defer, if applicable, comply with Section 409A of the Internal Revenue Code and any other then applicable provisions governing such deferrals. 


 

	7.	TRANSFERABILITY 

 Awards hereunder will not be subject to the claims of creditors and may
not be assigned, alternated, transferred or encumbered in any way other than by will or pursuant to the laws of descent and distribution. 
  

	8.	TERMINATION OR AMENDMENT 

 The Board or the Committee may amend, modify or terminate the
Plan in any respect at any time without the consent of the Participants. 
  

	9.	EFFECTIVE DATE; TERM OF THE PLAN 

 The Plan was first effective as of January 1,
1996 and was subsequently amended and restated effective as of January 1, 2007. The Plan, as amended and restated, will be effective as of January 1, 2017 for Award Periods beginning with fiscal year 2017. 

The effective date of any amendment to the Plan will be the date specified by the Board or the Committee, as applicable. 

The Plan, as amended and restated as of January 1, 2017, will remain in effect, unless terminated earlier by the Board or the Committee
pursuant to Section 8. No Awards may be made under the Plan after its termination, provided that termination of the Plan will not affect any Awards granted prior to termination of the Plan, and such Awards will continue to be subject to the
terms of the Plan notwithstanding termination of the Plan. 

  
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	10.	INDEMNIFICATION OF COMMITTEE 

 In addition to such other rights of indemnification as
they may have as directors or as members of the Committee, each of the members of the Committee and its delegates will be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or
any Award made hereunder; and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding to the maximum extent permitted by law. 

 

	11.	SECTION 409A COMPLIANCE. 

 To the extent any Award granted under the Plan either
qualifies for an exemption from the requirements of, or is subject to, Section 409A of the Internal Revenue Code, the Plan and the Award will be interpreted such that the Award qualifies for an exemption or, if Section 409A of the Internal
Revenue Code is applicable, in accordance with Section 409A of the Internal Revenue Code and other interpretive guidance issued thereunder, including regulations or other guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan, in the event that the Committee determines that any Award may be subject to Section 409A of the Internal Revenue Code, the Committee may adopt such amendments to the Plan or the applicable Award or adopt policies and
procedures or take any other action or actions, including an action or amendment with retroactive effect, that the Committee determines is necessary or appropriate to (i) exempt the Award from the application of Section 409A of the
Internal Revenue Code or (ii) comply with the requirements of Section 409A of the Internal Revenue Code. Any Award that provides for a payment to any Participant who is a “specified employee” of deferred compensation subject to
Internal Revenue Code Section 409A(a)(2) and that becomes payable or is accelerated upon such Participant’s separation from service shall not be made on or before the date which is six months following such Participant’s separation
from service (or, if earlier, such Participant’s death). If a grant under the Plan is subject to Section 409A of the Internal Revenue Code, then (i) unless the grant agreement specifies otherwise, each installment payment shall be
treated as a separate payment for purposes of Section 409A of the Internal Revenue Code, and (ii) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except as permitted in
accordance with Section 409A of the Internal Revenue Code. In any case, a Participant shall be solely liable for the satisfaction of all taxes and penalties that may be imposed on a Participant in connection with the Plan and grants hereunder
(including any taxes, interest and/or penalties under Section 409A of the Internal Revenue Code), and neither the Corporation nor any of its affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or
all of such taxes, interest and/or penalties. 
  

	12.	FORFEITURE. 

 Each Participant agrees to reimburse the Corporation with respect to any
Award granted under the Plan to the extent required by any clawback, adjustment or recoupment policy of the Corporation now in effect or as may be adopted by the Corporation from time to time as required by Section 304 of the Sarbanes-Oxley Act
of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or as otherwise required by applicable law or regulation. By accepting Awards under the Plan, Participants agree and acknowledge that they are obligated to
cooperate with, and provide any and all assistance necessary to, the Corporation to recover or recoup any Award or amounts paid under the Plan subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or
Corporation policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any Award or amounts paid under the Plan from a Participant’s
accounts, or pending or future compensation or Awards. 

  
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	13.	GENERAL PROVISIONS 

  

	 	13.1	The establishment of the Plan will not confer upon any Participant any legal or equitable right against the Corporation or any Subsidiary, except as expressly provided in the Plan. 


 

	 	13.2	The Plan does not constitute an inducement or consideration for the employment or retention of any Participant, nor is it a contract of employment or retention for a specific term between the Corporation, or any
Subsidiary, and any Participant. Participation in the Plan will not give a Participant any right to be retained in the service of the Corporation or any Subsidiary as an employee or otherwise. 


 

	 	13.3	Nothing contained in this Plan will prevent the Board or Committee from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be
either generally applicable or applicable only in specific cases. 

  

	 	13.4	The Plan will be governed, construed and administered in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws provision. 


  
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