Key ExecutiveEquity Program



 EXHIBIT 10.3 
  
 THE PNC FINANCIAL SERVICES GROUP, INC. 
 KEY EXECUTIVE EQUITY PROGRAM 
  
 Amended and Restated 
 (Effective as of April 6, 2004) 
  
 WHEREAS, The PNC Financial Services Group, Inc. (the “Corporation”), through its predecessor, PNC Bank Corp.,
previously adopted and presently maintains The PNC Financial Services Group, Inc. Key Executive Equity Plan (the “Plan”), originally effective as of January 1, 1987, and the Corporation amended and restated the Plan in its entirety,
effective January 1, 1999, and amended and restated the Plan in its entirety effective January 1, 2002; 
  
 WHEREAS, the Corporation desires to amend and restate the Plan in its entirety, effective April 6, 2004, to reflect certain amendments adopted by the
Personnel and Compensation Committee of the Board of Directors of the Corporation regarding delegation of authority and to make certain clarifications deemed necessary or appropriate; and 
  
 WHEREAS, Section 7 of the Plan authorizes the Corporation to amend the Plan at any time. 
  
 NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby amended
and restated in its entirety to read as follows: 
  
 SECTION
1 
  
 DEFINITIONS 
  

	1.1	“Annual Base Salary” means for the purpose of determining life insurance benefits, the biweekly rate of pay that is in effect at the time a Participant retires under the
Pension Plan, multiplied by 26. 

  

	1.2	“Beneficiary” means the person, persons, or entity designated as Beneficiary by the Participant in the records maintained for this Plan of the Prior Plans, or, absent such
designation, the Beneficiary designated by the Participant under the Employer’s group life insurance plan, or, if no such designation exists, the Participant’s estate. 

  

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

  

	1.4	“Change in Control” has the meaning assigned such term in The PNC Financial Services Group, Inc. Supplemental Executive Retirement Plan as amended from time to time.


  

	1.5	“Committee” means the Personnel and Compensation Committee of the Board. 

  










	1.6	“Corporation” means The PNC Financial Services Group, Inc. and any successors thereto. 

  

	1.7	“Disability” means the Participant’s eligibility to receive benefits under the Employer’s long-term disability plan. 

  

	1.8	“Employer” means the Corporation and any Subsidiary that has been designated by the Plan Manager as an Employer hereunder. 

  

	1.9	“Executive Bonus Plan” means the incentive award plans designated by the Plan Manager as participating hereunder. 

  

	1.10	“Participant” means all persons who were Participants in the Prior Plans and, at the discretion of the Board or the Committee, any other person employed by the Corporation
and its Subsidiaries who has been designated to participate in the Plan. 

  

	1.11	“Pension Plan” means The PNC Financial Services Group, Inc. Pension Plan as amended from time to time. 

  

	1.12	“Plan” means The PNC Financial Services Group, Inc. Key Executive Equity Program, which is the Plan set forth in this document, as amended from time to time.


  

	1.13	“Plan Manager” means any individual designated by the Committee to manage the operation of the Plan as herein provided or to whom the Committee has duly delegated any of
its duties and obligations hereunder. 

  

	1.14	“Prior Plans” means the Executive Group Life Insurance Plan of Pittsburgh National Bank, the Death Benefit Section of the Supplemental Excess Retirement Plan of Provident
National Bank, the Supplemental Insurance Plan of Marine Bank, and the Supplemental Insurance Plan of Northeastern Bank. 

  

	1.15	“Retirement” means that the Participant has attained at least age 55 and completed five years of Vesting Service. 

  

	1.16	“Subsidiary” means any business entity the equity of which (directly or indirectly) is owned 50% or more by the Corporation. 

  

	1.17	“Trust” means the grantor trust established by the Corporation to assist in funding its obligations under the Plan. 

  

	1.18	“Vesting Service” has the meaning assigned to such term in the Pension Plan. 

  

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 SECTION 2 
  
 BENEFITS 
  

	2.1	Pre-Retirement Life Insurance 

  
 Except as provided in the following subparagraphs for Participants in Prior Plans, the pre-retirement life insurance benefit will be equal to the amount
of insurance elected by the Participant or assigned by the Employer. 
  

	 	(a)	Pittsburgh National Bank 

  
 The benefit will be an amount which is equal to the Annual Base Salary multiple elected by the Participant under the Executive Group Life Insurance Plan
of Pittsburgh National Bank. 
  

	 	(b)	Provident National Bank 

  
 The benefit will be an amount equal to three times the Participant’s Annual Base Salary rate in effect on January 30, 1985. 
  

	 	(c)	Marine Bank 

  
 The benefit will be an amount equal to three times the Participant’s Annual Base Salary rate in effect on January 30, 1985. 
  

	2.2	Post-Retirement Life Insurance Benefit 

  
 Except as provided in the following subparagraphs for Participants in the Prior Plans, the post-retirement life insurance benefit will be equal to an
amount which is equal to the Participant’s Annual Base Salary rate in effect immediately preceding the Participant’s Retirement. 
  

	 	(a)	Pittsburgh National Bank 

  
 The benefit will be an amount which is equal to the multiple of the Annual Base Salary elected by the Participant under the Executive Group Life Insurance
Plan of Pittsburgh National Bank. 
  

	 	(b)	Marine Bank 

  
 The benefit will be equal to three times the Annual Base Salary rate in effect on January 30, 1985. 
  

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	 	(c)	Northeastern Bank 

  
 The benefit will be equal to the face amount of the individually owned policy less amounts due Northeastern Bank to satisfy the insurance obligation.

  

	2.3	Termination of Future Coverage For Designated Participants 

  
 Effective April 1, 2002, coverage under, and future participation in, the Plan, will cease for certain Participants who are identified and designated by
the Corporation and who are given notice of the termination of future coverage prior to April 1, 2002. The accumulated cash surrender value, if any, on individual policies of insurance covering such designated Participants will be calculated as of
April 1, 2002. The accumulated cash surrender value determined as of April 1, 2002 will be the sole benefit payable to such designated Participants in accordance with the terms of the Plan and policies, provided other conditions for payment as set
forth in the Plan and policies have been satisfied by any such designated Participant. 
  
 SECTION 3 
  
 RIGHTS OF PARTICIPANTS 
  
 No Beneficiary will have any
rights to any payment under this Plan except at the death of the Participant, and in no event will the interests of Participants or Beneficiaries under this Plan be in any way subject to their debts or other obligations and may not be voluntarily or
involuntarily sold, transferred or assigned without the express written consent of the Corporation. 
  
 SECTION 4 
  
 TERMINATION OF EMPLOYMENT 
  
 If a
Participant’s employment with the Employer is terminated for any reason other than Retirement, Disability or death, all benefits provided by this Plan will cease. 
  
 SECTION 5 
  
 TRUST FUND 
  
 No assets of the Corporation or any Employer will be segregated or earmarked in respect to any benefits, and all such benefits will constitute unsecured contractual
obligations of the Employer. 
  

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 If the Corporation chooses to contribute to the Trust to offset its obligation under this Plan, all assets or property
held by the Trust will at all times remain subject to claims of the general creditors of the Corporation or any Employer. 
  
 SECTION 6 
  
 CLAIMS PROCEDURE 
  

	6.1	Initial Claim 

  
 Claims for benefits under the Plan will be filed with the Plan Manager. If any Participant or Beneficiary claims to be entitled to a benefit under the
Plan and the Plan Manager determines that such claim should be denied in whole or in part, the Plan Manager will notify such person of the Plan Manager’s decision in writing. Such notification will be written in a manner calculated to be
understood by such person and will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and
an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the person wishes to submit a request for review. Such notification will be given within 60 days after the claim is received by the
Plan Manager. If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his or her claim. 
  

	6.2	Review Procedure 

  
 Within 60 days after the date on which a Participant or Beneficiary receives a written notice of a denied claim (or, if applicable, within 60 days after
the date on which such denial is considered to have occurred), such person (or his or her duly authorized representative) may (i) file a written request with the Committee for a review of his or her denied claim and of pertinent documents and (ii)
submit written issues and comments to the Committee. The Committee will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the
decision as well as specific references to pertinent Plan provisions. The decision on review will be made within 60 days after the request for review is received by the Committee. If the decision on review is not made within such period, the claim
will be considered denied. 
  

	6.3	Claims and Review Procedure Not Mandatory After a Change in Control 

  
 After the occurrence of a Change in Control, the claims procedure and review procedure provided for in this Section 6 will be provided for the use and
benefit of Participants who may choose to use such procedures, but compliance with the provisions of this Section 6 will not be mandatory for any Participant claiming benefits after a Change in Control. It 

  

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will not be necessary for any Participant to exhaust these procedures and remedies after a Change in Control prior to bringing any legal claim or action, or
asserting any other demand, for payments or other benefits to which such Employee claims entitlement. 
  
 SECTION 7 
  
 AMENDMENT AND TERMINATION 
  
 The
Plan may be amended or terminated by the Board or the Committee at any time, and any Subsidiary that has adopted the Plan may withdraw from further participation in the Plan at any time; provided, however, that no such amendment, termination or
withdrawal will reduce or adversely affect any amounts due hereunder to the Beneficiary of a Participant. 
  
 After a Change in Control, the Plan may not be amended in any manner that adversely affects the administration or payment of a Participant’s benefits hereunder (including but not limited to the timing and form of
payment of benefits hereunder) without the consent of the Participant nor may the provisions of this Section 7, Section 8 or Section 9 be amended after a Change in Control with respect to a Participant without the written consent of the Participant;
provided, however, that the failure of a Participant to consent to any such amendment will not impair the ability of the Board or the Committee to amend the Plan with respect to any other Participant who has consented to such amendment. 

 
 SECTION 8 
  
 CERTAIN REQUIRED POLICY TRANSFERS 
  
 If, after a Change in Control, either (i) the Plan is terminated and is not replaced by a
plan that provides substantially equivalent benefits to Participants in this Plan or (ii) the Corporation ceases making premium payments on one or more of the split dollar life insurance policies (the “Split Dollar Policies”) that cover
Participants hereunder, then (x) in the case of a termination described in the precedent clause (i), all of the Split Dollar Policies will be promptly transferred to the respective Participants on whose lives the policies were issued, and (y) in the
case of a cessation of premium payments described in the preceding clause (ii), the Split Dollar Policies on which premiums have ceased will be promptly transferred to the respective Participants on whose lives the policies were issued. Such
transfers will be made without the payment of any consideration by the affected Participants. 
  

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 SECTION 9 
  
 SUCCESSORS 
  
 In addition to any obligations imposed by law upon any successor(s) to the Corporation and the Employers, the Corporation and the Employers will be obligated to require
any successor(s) (whether direct or indirect, by purchase, merger, consolidation, operation of law, or otherwise) to all or substantially all of the business and/or assets of the Corporation and the Employers to expressly assume and agree to perform
this Plan in the same manner and to the same extent that the Corporation and the Employers would be required to perform it if no such succession had taken place; in the event of such a succession, references to “Corporation” and
“Employers” herein will thereafter be deemed to include such successor(s). 
  
 SECTION 10 
  
 ADMINISTRATION; DELEGATION 
  
 This Plan will be
administered by the Committee, and it will have the sole authority to resolve any questions that arise hereunder. 
  
 The Board or the Committee 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. 
  
 SECTION 11 
  
 GOVERNING LAW 
  
 This Plan will be
governed according to the laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws provisions, to the extent not preempted by federal law. 
  
 SECTION 12 
  
 FUNDING OF BENEFITS 
  
 In the sole discretion of the Corporation, the Corporation may establish a grantor trust and make contributions thereto for the purpose of providing a source of funds to
pay benefits as they become due and payable hereunder; provided, however, that no such trust will result in a 

  

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Participant being required to include in gross income for federal income tax purposes any benefits payable hereunder prior to the date of actual payment.
Notwithstanding the establishment of any such trust, a Participant’s rights hereunder will be solely those of a general unsecured creditor. 
  
 *                    *                  
   * 
  
 IN WITNESS WHEREOF, these amendments to and restatement of The
PNC Financial Services Group, Inc. Key Executive Equity Program have been adopted by The PNC Financial Services Group, Inc. by or pursuant to authority delegated by the Personnel and Compensation Committee of its Board of Directors, effective as of
this 6th day of April, 2004. 
  

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