Employee Stock Purchase Plan



 EXHIBIT 10.8 
  
 THE PNC FINANCIAL SERVICES GROUP, INC. 
 EMPLOYEE STOCK PURCHASE PLAN 
 (amended and restated as of April 6, 2004) 
  
 ARTICLE I 
 PURPOSE AND SCOPE OF THE PLAN 
  

	1.1	Purpose 

  
 The PNC Financial Services Group, Inc. Employee Stock Purchase Plan is intended to encourage employee participation in the ownership and economic progress
of the Corporation. 
  

	1.2	Definitions 

  
 Unless the context clearly indicates otherwise, the following terms have the meaning set forth below: 
  
 Board of Directors or Board means the Board of Directors of the
Corporation. 
  
 Code means the Internal Revenue Code of
1986 as amended. 
  
 Common Stock means shares of the
common stock, par value $5.00 per share, of the Corporation. 
  
 Corporate Retirement Plans means the department of the Corporation responsible for the day-to-day administration of and recordkeeping for the Plan. 
  
 Corporation means The PNC Financial Services Group, Inc. 
  
 Compensation means the regular remuneration paid to an Employee by the
Corporation or Designated Subsidiary which, in the case of an Employee who receives commission income, means commissions, guarantees, branch profits and incentive pay (excluding any bonus) and, in the case of any other Employee, means base salary or
wages. As used in this definition, “base salary and wages” includes any base salary or wage amount paid to an Employee by the Corporation or a Designated Subsidiary that would be included in the Employee’s U.S. taxable income but for
the fact that such amount was contributed by the Employee to a tax-qualified plan pursuant to an elective deferral under Section 401(k) of the Code, was contributed by the Employee under a flexible benefit arrangement described in Section 125 of the
Code, or was deferred by the Employee’s election pursuant to the terms of the Corporation’s Supplemental Incentive Savings Plan (“SISP”) or any successor plan to the SISP. 
  
 Continuous Service means the period of time, uninterrupted by a
termination of employment, that an Employee has been employed by the Corporation and/or a Designated Subsidiary immediately preceding an Offering Date. Such period of time will include any approved leave of absence. 
  









 Designated Subsidiary means any Subsidiary that has been designated by the Plan Committee to
participate in the Plan. 
  
 Employee means any individual
classified by the Corporation or a Designated Subsidiary as an employee. 
  
 Exercise Date means June 30 and December 31 of each Plan Year; provided, however, that for the Option Period that begins on June 1, 2003, Exercise Date means December 31, 2003. 
  
 Fair Market Value of a share of Common Stock means the last price of
the Common Stock on the applicable date as reported by the Wall Street Journal, or, if no such price is reported for that day, on the last preceding day for which such price is reported, or such other reasonable method of determining fair market
value as the Plan Committee may adopt. 
  
 Offering Date
means July 1 and January 1 of each Plan Year; provided, however, that for the Option Period which begins on June 1, 2003, Offering Date means June 1, 2003. 
  
 Option Period or Period means the period beginning on an Offering Date and ending on the next succeeding Exercise Date; provided, however,
that the first Option Period under the terms of the Plan, as amended and restated as of May 31, 2003, will begin on June 1, 2003 and end on December 31, 2003. 
  

Option Price means the purchase price of a share of Common Stock hereunder as provided in Section 3.1. 
  
 Participant means any Employee who (i) is eligible to participate in
the Plan under Section 2.1 hereof and (ii) elects to participate. 
  
 Plan means the Corporation’s Employee Stock Purchase Plan, which is the Plan set forth in this document, as the same may be amended from time to time in accordance with the terms of Section 6.3. 
  
 Plan Account or Account means the account established and
maintained under the Plan in the name of the Participant. 
  
 Plan Committee means a committee of officers of the Corporation and/or Designated Subsidiaries appointed by the Board of Directors or the Personnel and Compensation Committee of the Board, which committee of officers will administer
the Plan as provided in Section 1.3. 
  
 Plan Year means
the twelve (12) consecutive month period beginning on January 1 and ending on the following December 31; provided, however, that the first Plan Year for the Plan as amended and restated as of May 31, 2003 will be the seven (7) consecutive month
period beginning June 1, 2003 and ending on December 31, 2003. 
  
 “Retire,” “Retires,” or “Retirement” means termination of Participant’s employment with the Corporation or a Designated Subsidiary at any time and for any reason (other than 

  

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termination by reason of the Participant’s death or by the Corporation or a Designated Subsidiary for cause or termination in connection with a
divestiture of assets or of one or more subsidiaries of the Corporation) on or after the first day of the first month coincident with or next following the date on which Participant attains age fifty-five (55) and completes five (5) years of
service, determined in the same manner as the determination of five (5) years of vesting service as calculated under the provisions of The PNC Financial Services Group, Inc. Pension Plan. 
  
 Stock Purchase Agreement means the form prescribed by the Plan Committee which must be completed and executed by an
Employee who elects to participate in the Plan. 
  
 Subsidiary means any company in which the Corporation owns, directly or indirectly, shares possessing 50% or more of the total combined voting power of all classes of stock. 
  

	1.3	Administration of Plan; Delegation 

  
 Subject to oversight by the Board of Directors or the Board’s Personnel and Compensation Committee, the Plan Committee will have the authority to
administer the Plan and to make and adopt rules and regulations not inconsistent with the provisions of the Plan or the Code. The Plan Committee will adopt the form of Stock Purchase Agreement and all notices required hereunder. Its interpretations
and decisions in respect to the Plan will, subject as aforesaid, be final and conclusive. The Plan Committee will have the authority to appoint an Employee as Plan Manager and to delegate to the Plan Manager such authority with respect to the
administration of the Plan as the Plan Committee, in its sole discretion, deems advisable from time to time. 
  
 The Board or the Personnel and Compensation Committee of the Board may, in its sole discretion, delegate authority hereunder, including but not limited to
delegating authority to amend, administer, interpret, construe or vary the Plan, to the extent permitted by applicable law or administrative or regulatory rule. 
  


	1.4	Effective Date of Plan and of Plan Amendments 

  
 The effective date of the Plan, as adopted by the Board of Directors of the Corporation and approved by the shareholders of the Corporation, was June 1,
2003. The extension of the term of the Plan by the Personnel and Compensation Committee of the Board was effective as of May 31, 2003. Except as otherwise set forth herein, the amendment and restatement of the Plan as of May 31, 2003 was, in all
other respects, effective as of June 1, 2003. The amendment and restatement of the Plan by the Personnel and Compensation Committee of the Board is effective as of April 6, 2004. 
  

	1.5	Extension or Termination of Plan 

  
 The Plan will continue in effect through and including December 31, 2008, unless terminated prior thereto pursuant to Section 4.3 or by the Board of
Directors or the Personnel and Compensation Committee of the Board, each of which will have the right to extend the term of or terminate the Plan at any time. Upon any such termination, the balance, if any, in each Participant’s Account will be
refunded to the Participant, or otherwise disposed of in accordance 

  

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with policies and procedures prescribed by the Plan Committee in cases where such a refund may not be possible. 
  
 ARTICLE II 
 PARTICIPATION 
  

	2.1	Eligibility 

  
 Effective beginning with the Option Period commencing on June 1, 2003, each full-time Employee or rehired Employee, including those serving on the Plan
Committee or serving as Plan Manager, who on an Offering Date will have at least six (6) months of Continuous Service, and each part-time Employee or rehired Employee who on an Offering Date will have at least twelve (12) months of Continuous
Service, may become a Participant by executing and filing a Stock Purchase Agreement with Corporate Retirement Plans prior to such Offering Date. No Employee may participate in the Plan if said Employee, immediately after an Offering Date, would be
deemed for purposes of Section 423(b)(3) of the Code to possess 5% or more of the total combined voting power or value of all classes of stock of the Corporation or any Subsidiary. 
  

	2.2	Payroll Deductions 

  
 Payment for shares of Common Stock purchased hereunder will be made by authorized payroll deductions from each payment of Compensation in accordance with
instructions received from a Participant. Said deductions will be expressed as a whole number percentage that is at least 1% but not more than 10%. A Participant may not increase or decrease the percentage deduction during an Option Period. However,
a Participant may change the percentage deduction for any subsequent Option Period by filing notice thereof with Corporate Retirement Plans prior to the Offering Date on which such Option Period commences. During an Option Period, a Participant may
discontinue payroll deductions but have the payroll deductions previously made during that Option Period remain in the Participant’s Account to purchase Common Stock on the next Exercise Date, provided that he or she is an Employee as of that
Exercise Date. Payroll deductions may be automatically suspended if, during a Plan Year, a Participant has reached any applicable limit imposed by law. In such cases, payroll deductions will recommence at the same percentage at the beginning of the
next Plan Year if the Participant continues to be eligible to participate and has not elected to discontinue deductions. Any amount remaining in the Participant’s Account after the purchase of Common Stock will be carried over to the next
Offering Period unless the Participant submits a written request to discontinue payroll deductions to Corporate Retirement Plans. Any Participant who discontinues payroll deductions during an Option Period may again become a Participant for a
subsequent Option Period by executing and filing another Stock Purchase Agreement in accordance with Section 2.1. Amounts deducted from a Participant’s Compensation pursuant to Section 2.2 will be credited to the Participant’s Account.

  

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 ARTICLE III 
 PURCHASE OF SHARES 
  

	3.1	Option Price 

  
 Effective beginning with the Option Period commencing on June 1, 2003, the Option Price per share of the Common Stock sold to Participants under the Plan
will be 95% of the Fair Market Value of such share on the Exercise Date of the Option Period; provided, however, in no event will the Option Price per share be less than the par value of the Common Stock. 
  

	3.2	Purchase of Shares 

  
 On each Exercise Date, the amount in a Participant’s Account will be charged with the aggregate Option Price of the largest number of whole shares of
Common Stock which can be purchased with said amount. Shares of Common Stock purchased by a Participant on any Exercise Date will be issued in the manner most recently elected by the Participant and on file with Corporate Retirement Plans.

  

	3.3	Limitations on Purchase 

  
 No Participant’s purchase of Common Stock under the Plan will exceed the limitations imposed by Section 423(b)(8) of the Code. 
  

	3.4	Transferability of Rights 

  
 Only Participants can exercise rights to purchase shares hereunder. Such rights are not transferable. 
  
 ARTICLE IV 
 PROVISIONS RELATING TO COMMON STOCK 
  

	4.1	Common Stock Reserved 

  
 At February 20, 1997, there were 4,614,154 shares of Common Stock authorized and reserved for use in accordance with the Plan, subject to adjustment in
accordance with Section 4.2, in addition to the shares previously authorized and issued under the Plan. The aggregate number of shares which may be purchased thereafter under the Plan will not exceed the number of shares reserved for the Plan. As of
December 31, 2002, 2,175,504 shares of Common Stock remained available for purchase in accordance with the Plan. 
  

	4.2	Adjustment for Changes in Common Stock 

  
 In the event that adjustments are made in the number of outstanding shares of Common Stock or said shares are exchanged for a different class of stock of
the Corporation or for shares of stock of any other corporation or entity by reason of merger, consolidation, recapitalization, 

  

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reorganization, stock dividend, stock split or otherwise, the Plan Committee may make appropriate adjustments in (i) the number and class of shares or other
securities that may be reserved for purchase, or purchased, hereunder, and (ii) the Option Price. All such adjustments will be made in the sole discretion of the Plan Committee, and its decision will be binding and conclusive. 
  

	4.3	Insufficient Shares 

  
 If the aggregate funds available for the purchase of Common Stock on any Exercise Date would cause an issuance of shares in excess of the number provided
for in Section 4.1, then (i) the Plan Committee will proportionately reduce the number of shares which would otherwise be purchased by each Participant in order to eliminate such excess and (ii) the Plan will automatically terminate immediately
after such Exercise Date. 
  

	4.4	Confirmation 

  
 Each purchase of Common Stock hereunder will be confirmed in writing to the Participant. A record of purchases will be maintained by appropriate entries
on the books of the Corporation. 
  

	4.5	Rights as Shareholders 

  
 The shares of Common Stock purchased by a Participant on an Exercise Date will, for all purposes, be deemed to have been issued and sold at the close of
business on such Exercise Date. Prior to that time, none of the rights or privileges of a shareholder of the Corporation will exist with respect to such shares. 
  

ARTICLE V 
 TERMINATION OF
PARTICIPATION 
  

	5.1	Voluntary Withdrawal 

  
 A Participant may withdraw from the Plan at any time by filing notice of withdrawal prior to the close of business on an Exercise Date. Upon withdrawal,
the entire amount, if any, in a Participant’s Account will be refunded to him or to her without interest. Any Participant who withdraws from the Plan may again become a Participant in accordance with Section 2.1. 
  

	5.2	Termination of Eligibility 

  
 A Participant who Retires during an Option Period may elect to withdraw the entire cash balance, if any, in the Participant’s Plan Account. If a
Participant who Retires during an Option Period has not made a withdrawal election as provided for in the preceding sentence at least fifteen (15) days prior to the next succeeding Exercise Date, any cash balance remaining in the Participant’s
Plan Account will be applied toward the purchase of whole shares of Common Stock on the next succeeding Exercise Date and any cash balance remaining in the Participant’s Plan Account after such purchase will be refunded to the Participant
without interest. 
  

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 If a Participant ceases to be eligible under Section 2.1 during an Option Period because of the
Participant’s death while employed by the Corporation or a Designated Subsidiary, the cash balance remaining in the Participant’s Plan Account will be distributed without interest to the Participant’s designated beneficiary or, in the
absence of an effective beneficiary designation, to the Participant’s personal representative or, if no personal representative has qualified, to the persons entitled thereto under the laws of descent and distribution. During the
Participant’s lifetime, a Participant may file with the Corporation, at such address and in such manner as the Corporation may from time to time direct, a beneficiary designation for purposes of this paragraph on a form to be provided by the
Corporation on the Participant’s request. 
  
 If a
Participant ceases to be eligible under Section 2.1 during an Option Period because the Participant’s employer, while remaining a Subsidiary, ceases to be a Designated Subsidiary, then any cash balance remaining in the Participant’s Plan
Account at the time such Subsidiary ceases to be a Designated Subsidiary will be applied toward the purchase of whole shares of Common Stock on the next succeeding Exercise Date (unless withdrawn pursuant to Section 5.1) and any cash balance
remaining in the Participant’s Plan Account after such purchase will be refunded without interest. 
  
 If a Participant ceases to be eligible under Section 2.1 during an Option Period because the Participant’s employment with the Corporation or a
Designated Subsidiary has ended for any other reason, the cash balance remaining in the Participant’s Plan Account will be refunded or distributed without interest to the Participant. 
  
 Notwithstanding the above, in cases where a refund or distribution in
accordance with the provisions of Section 5.2 may not be possible or practicable, the cash balance remaining in the Participant’s Plan Account will be disposed of as determined by the Plan Committee. 
  
 ARTICLE VI 
 GENERAL PROVISIONS 
  

	6.1	Notices 

  
 Any notice, which a Participant files pursuant to the Plan, shall be made on forms prescribed by the Plan Committee and will be effective only when such
forms are received by Corporate Retirement Plans. 
  

	6.2	Condition of Employment 

  
 Neither the creation of the Plan nor participation therein will be deemed to create any right of continued employment or in any way affect the right of
the Corporation or a Designated Subsidiary to terminate an Employee’s employment. 
  

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	6.3	Amendment of the Plan 

  
 The Board of Directors or the Board’s Personnel and Compensation Committee may at any time, or from time to time, amend the Plan in any respect,
except that, without approval of the shareholders, no amendment may increase the aggregate number of shares reserved under the Plan other than as provided in Section 4.2, materially increase the benefits accruing to Participants, or materially
modify the requirements as to eligibility for participation in the Plan. Any amendment of the Plan must be made in accordance with applicable provisions of the Code and/or any regulations issued thereunder, with any other applicable law or
regulations, and with any applicable requirements of the principal exchange upon which the Common Stock is listed. 
  

	6.4	Application of Funds 

  
 All funds received by the Corporation by reason of purchases of Common Stock hereunder may be used for any corporate purpose. 
  

	6.5	Legal Restrictions 

  
 The Corporation will not be obligated to sell shares of Common Stock hereunder if counsel to the Corporation determines that such sale would violate any
applicable law or regulation. 
  

	6.6	Gender 

  
 Whenever used herein, use of any gender will be applicable to both genders. 
  

	6.7	Governing Law 

  
 The Plan and all rights and obligations thereunder will be constructed and enforced in accordance with the laws of the Commonwealth of Pennsylvania,
without reference to its conflict of laws provisions, and any applicable provisions of the Code and the related regulations. 
  

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