ERISA Excess Pension Plan



 EXHIBIT 10.2 
  
 THE PNC FINANCIAL SERVICES GROUP, INC. 
 ERISA EXCESS PENSION PLAN 
  
 Amended and Restated 
 (Effective as of April 6, 2004) 
  
 WHEREAS, The PNC Financial Services Group, Inc. (the “Corporation”) previously adopted and presently maintains The
PNC Financial Services Group, Inc. ERISA Excess Pension Plan (the “Plan”), originally effective as of December 1, 1984, and amended and restated the Plan in its entirety effective as of January 1, 1999; 
  
 WHEREAS, the Corporation desires to amend and restate the Plan in its
entirety, effective as of April 6, 2004, in order 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 8 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 
  
 As
used in this Plan, initially capitalized terms that are not otherwise defined herein will have the meaning given to them in The PNC Financial Services Group, Inc. Pension Plan as amended from time to time. The following words and phrases will have
the meanings assigned to them herein, unless the context otherwise requires. 
  

	1.1	“Account” means the bookkeeping record used under this Plan solely to communicate a Participant’s or Beneficiary’s Accrued Benefit expressed as a single dollar
amount. 

  

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


  

	1.3	“Committee” means the committee appointed to administer the Pension Plan. 

  

	1.4	“Deferred Compensation Plan” means The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation Plan as amended from time to time. 


 










	1.5	“Excess Benefits” means the difference between (A) the amount of an Employee’s benefit under the Pension Plan computed without taking into consideration the
limitation on benefits contained in Section 401(a)(17) and Section 415 of the Code and, effective January 1, 1999, computed as if “Compensation” as defined in the Pension Plan included bonus amounts deferred under the Deferred Compensation
Plan and (B) the amount of an Employee’s benefit actually computed under the Pension Plan. 

  
 For a Participant who incurred a Total Disability prior to 1999 and who, for purposes of The PNC Financial Services Group, Inc. Supplemental Executive
Retirement Plan, was a “Participant” (as defined therein) as of December 31, 1998, Excess Benefits will also include the difference between (C) the aggregate amount of the Participant’s benefit under the Pension Plan and this Plan
computed using Earnings Credits that reflect Compensation that, for any period, is a pro rata portion of annual Compensation equal to the sum of (i) the rate of base pay in effect at the time of Total Disability and (ii) variable pay (limited as
described in the definition of Compensation in the Pension Plan) equal to the annual bonus amount earned for the calendar year prior to such Total Disability, and (D) the aggregate amount of the Participant’s benefit otherwise computed under
the Pension Plan and this Plan. 
  

	1.6	“Participant” means any Employee who meets the eligibility criteria set forth in Section 2 of the Plan. 

  

	1.7	“Pension Plan” means The PNC Financial Services Group, Inc. Pension Plan as in effect on January 1, 1999 and as amended from time to time thereafter.


  

	1.8	“Plan” means The PNC Financial Services Group, Inc. ERISA Excess Pension Plan, which is the Plan set forth in this document, as amended from time to time.


  

	1.9	“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. 

  

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

  
 SECTION 2 
  
 ELIGIBILITY FOR PARTICIPATION 
 AND CESSATION OF PARTICIPATION 
  
 An
Employee who participates in the Pension Plan is eligible to participate in this Plan if the Employee has Excess Benefits. If an Employee ceases to participate in the Pension Plan, the Employee is no longer eligible to participate in this Plan. Such
Participant’s Account will be frozen as of the date he or she ceases participation, except that interest will continue to be 

  

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credited under Section 3 of the Plan. Such frozen benefit will be payable at the same time and in the same manner as benefits otherwise payable under the
Plan. 
  
 SECTION 3 
  
 BENEFITS 
  
 An Account will be established and maintained for each Participant to whom Excess Benefits will be allocated. A Participant’s Account
under this Plan will be allocated Earnings Credits, Transitional Earnings Credits and Interest Credits in the same manner as under the Pension Plan. In addition, a Participant’s opening Account balance will be determined in the same manner as
under the Pension Plan. 
  
 SECTION 4 
  
 DISTRIBUTION 
  
 The benefits under this Plan are payable in accordance with all the terms and conditions
applicable to the Participant’s benefits under the Pension Plan. 
  
 The
calculation of the amounts of optional forms of benefit will utilize the same adjustment factors as used in the Pension Plan, and it is intended that these factors will be monitored and amended as necessary to meet the provisions of Treasury
Regulation Section 3121(v)(2)-1(C)(2)(iii)(B)(3). 
  
 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. 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 the claims of the general creditors of the Corporation or any Employer. 
  

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 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 90 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 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. 
  

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 SECTION 7 
  

ADMINISTRATION; DELEGATION 
  
 The Committee will administer the Plan. The Committee will have the same rights, powers and duties as specified in the Pension Plan. 
  
 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 the Plan, to the extent permitted by applicable law or administrative or regulatory rule. 
  
 SECTION 8 
  
 AMENDMENT AND TERMINATION 
  
 The Plan may be amended or terminated by the Board or the Personnel and Compensation Committee of the Board at any time, and any Employer may withdraw from further
participation in the Plan at any time; provided, however, that no such amendment, termination or withdrawal (each, a “Plan Change”) will, without the consent of each affected Participant, reduce or in any way adversely affect (i) the
benefits payable hereunder with respect to a Participant who has terminated employment with the Corporation or an Employer (as applicable) prior to the date of such Plan Change or (ii) the amount of, or payment of, the Accrued Benefit (as
hereinafter defined) of any other Participant as of the date of such Plan Change. 
  
 For purposes of this Section 8, the term “Accrued Benefit” means an amount equal to the balance of a Participant’s Account immediately prior to the Plan Change. 
  
 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 8, Section 9 or, for purposes of this Plan,
“Interest Credits” as defined in the Pension Plan immediately prior to the Plan Change, 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 Personnel and Compensation Committee of the Board to amend the Plan with respect to any other Participant who has consented to such amendment.

  

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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
under this Plan in the same manner and to the same extent that the Corporation and the Employers would be required to perform under 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 
  
 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 11 
  
 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 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. 
  
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 IN WITNESS WHEREOF, these amendments to and restatement of The PNC Financial Services Group, Inc. ERISA Excess Pension Plan 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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