THE PNC FINANCIAL SERVICES GROUP, INC. AND AFFILIATES DEFERRED COMPENSATION PLAN Amended and Restated (Effective as of July 1, 2004)
EXHIBIT 10.7
THE PNC FINANCIAL SERVICES GROUP, INC. AND AFFILIATES
DEFERRED COMPENSATION PLAN
Amended and Restated
(Effective as of July 1, 2004)
WHEREAS, The PNC Financial Services Group, Inc. (the Corporation) and certain of its affiliates previously adopted and presently maintain The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation Plan (the Plan), originally effective as of November 21, 1996, and the Corporation amended and restated the Plan effective as of February 18, 2004;
WHEREAS, the Corporation desires to amend and restate the Plan in its entirety, effective as of July 1, 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, to permit eligible participants in The PFPC Inc. Retirement Savings Plan to participate in the Plan, and to make certain clarifications deemed necessary or appropriate; and
WHEREAS, Section 10 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 | Account means the bookkeeping account established for each Participant who is entitled to a benefit under the Plan. An Account is established only for purposes of determining deemed investments hereunder and not to segregate assets that may or must be used to satisfy benefits. An Account will be credited with Deferral Amounts set forth in Section 3 of the Plan and will be credited or debited to reflect deemed investment results under Section 5 of the Plan. The Participants Account will also include amounts deferred under deferral elections made before January 1, 1996, which pre-1996 deferrals will be accounted for separately from Deferral Amounts for and after 1996. The Participants Account will also include any amounts deferred that are subject to restrictions and the possibility of forfeiture under the terms of any Cash Incentive Award made under any incentive plan. |
1.2 | Affiliate means any business entity whose relationship with the Corporation is as described in Subsection (b), (c) or (m) of Section 414 of the Internal Revenue Code. |
1.3 | Beneficiary or Beneficiaries means the individual or individuals designated by the Participant to receive the balance of the Participants Account upon the Participants death in accordance with Section 6 of the Plan. |
1.4 | Board means the Board of Directors of the Corporation. |
1.5 | Cash Incentive Award means: (a) any incentive award, including incentive awards otherwise payable in the form of the Corporations stock, granted to the Participant under an incentive plan designated by the Plan Manager as participating hereunder and listed in Schedule B hereto; (b) any other cash bonus or incentive compensation payment that may be designated by the Plan Manager as eligible for deferral hereunder and listed in Schedule B hereto; and (c) amounts payable under any Severance Agreement. |
1.6 | Change in Control means a change of control of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirement; provided, however, that without limitation, a Change in Control will be deemed to have occurred if: |
(a) | any Person, excluding employee benefits plans of the Corporation and its subsidiaries, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporations then outstanding securities; provided, however, that such an acquisition of beneficial ownership representing between twenty percent (20%) and forty percent (40%), inclusive, of such voting power will not be considered a Change in Control if the Board approves such acquisition either prior to or immediately after its occurrence; |
(b) | the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation (a Fundamental Transaction) with any other corporation, other than a Fundamental Transaction that results in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (i) the Corporations outstanding securities, (ii) the surviving entitys outstanding securities, or (iii) in the case of a division, the outstanding securities of each entity resulting from the division; |
(c) | the shareholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporations assets; |
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(d) | as a result of a proxy contest, individuals who prior to the conclusion thereof constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporations shareholders in connection with such proxy contest was approved by a vote of at least two-thirds (2/3rds) of the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied); |
(e) | during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporations shareholders was approved by a vote of at least two-thirds (2/3rds) of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied); or |
(f) | the Board determines that a Change in Control has occurred. |
Notwithstanding anything to the contrary herein, a divestiture or spin-off of a subsidiary or division of the Corporation will not by itself constitute a Change in Control.
1.7 | CIC Failure means the following: |
(a) | with respect to a CIC Triggering Event described in Section 1.8(a), the Corporations shareholders vote against the transaction approved by the Board or the agreement to consummate the transaction is terminated; or |
(b) | with respect to a CIC Triggering Event described in Section 1.8(b), the proxy contest fails to replace or remove a majority of the members of the Board. |
1.8 | CIC Triggering Event means the occurrence of either of the following: |
(a) | the Board or the Corporations shareholders approve a transaction described in subsection (b) of the definition of Change in Control contained in Section 1.6; or |
(b) | the commencement of a proxy contest in which any Person seeks to replace or remove a majority of the members of the Board. |
1.9 | Committee means the Personnel and Compensation Committee of the Board. |
1.10 | Corporate Executive Group means the group designated as such by the Corporation. |
1.11 | Corporation means The PNC Financial Services Group, Inc. and any successors thereto. |
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1.12 | Coverage Period means a period (a) commencing on the earlier to occur of (i) the date of a CIC Triggering Event and (ii) the date of a Change in Control and (b) ending on the date that is two (2) years after the date of the Change in Control; provided, however, that in the event that a Coverage Period commences on the date of a CIC Triggering Event, such Coverage Period will terminate upon the earlier to occur of (x) the date of a CIC Failure and (y) the date that is two (2) years after the date of the Change in Control triggered by the CIC Triggering Event. After the termination of any Coverage Period, another Coverage Period will commence upon the earlier to occur of clause (a)(i) and clause (a)(ii) in the preceding sentence. |
1.13 | Deferral Amount means the amount credited to the Participants Account in accordance with the Participants Deferral Election less any amounts transferred to the SISP and employment taxes. The term Deferral Amount will not include any gains or losses credited or debited thereto. |
1.14 | Deferral Election means the Participants irrevocable election to defer all or a portion of the Participants Cash Incentive Award by timely delivery to the Plan Manager of a Deferral Election Form. |
1.15 | Deferral Election Form means the document, in a form or forms approved by the Plan Manager, whereby the Participant elects to defer all or a portion of any Cash Incentive Award and designates when payment of the portion of the Participants Account attributable to such Deferral Amount, including earnings thereon, will commence and the form of payment. |
1.16 | Disability means, unless the Committee determines otherwise, the Participants disability as determined to be total and permanent by the Employer for purposes of the Plan. |
1.17 | Distribution Date means the annual payment date designated by the Participant on the Participants Deferral Election Form for all distributions, except for distributions on account of Hardship. The Participant may designate January 15 or July 15 as the applicable annual Distribution Date. |
1.18 | Eligible Cash Incentive Award means: (A) in the case of a participant in the ISP, the amount of the Participants Cash Incentive Award up to the greater of (a) $25,000 or (b) 50% of the Cash Incentive Award, provided, however, that for a Participant who is not a member of the Corporate Executive Group, the Eligible Cash Incentive Award may not exceed $125,000; and (B) in the case of a participant in the RSP, 100% of any Annual Cash Incentive Award. |
1.19 | Employee means any person employed by an Employer. |
1.20 | Employer means the Corporation and any Affiliate that has been designated by the Plan Manager as an Employer hereunder and listed in Schedule A hereto. |
1.21 | ERISA means the Employee Retirement Income Security Act of 1974 as amended. |
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1.22 | Exchange Act means the Securities Exchange Act of 1934 as amended and the rules and regulations promulgated thereunder. |
1.23 | Hardship means severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness of the Participant or one of the Participants dependents (within the meaning of Section 152(a) of the Internal Revenue Code), (ii) an accident involving the Participant or one of the Participants dependents, (iii) loss of the Participants property due to casualty, or (iv) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute Hardship will depend upon the facts of each case, but, in any case, Hardship will not exist to the extent that such hardship is or may be relieved: |
(a) | through reimbursement or compensation by insurance or otherwise; |
(b) | by liquidation of the Participants assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or |
(c) | by cessation of deferrals under this Plan or other plans maintained by the Employer. |
The Plan Manager will have the sole and absolute discretion to determine whether a Hardship exists.
1.24 | Internal Revenue Code means the Internal Revenue Code of 1986 as amended. |
1.25 | ISP means The PNC Financial Services Group, Inc. Incentive Savings Plan as amended from time to time. |
1.26 | ISP Administrative Committee means the committee appointed to administer the ISP. |
1.27 | Participant means any Employee who meets the eligibility criteria set forth in Section 2 of the Plan and/or has an Account under the Plan. |
1.28 | Pension Plan means The PNC Financial Services Group, Inc. Pension Plan as amended from time to time. |
1.29 | Person has the meaning given in Section 3(a)(9) of the Exchange Act and also includes any syndicate or group deemed to be a person under Section 13(d)(3) of the Exchange Act. |
1.30 | Plan means The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation Plan, which is the Plan set forth in this document, as amended from time to time. |
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1.31 | 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. |
1.32 | Retirement means termination of employment with the Corporation and all of its Affiliates at any time and for any reason (other than death, termination for cause or, unless the Committee determines otherwise, 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 after a Participant has attained age fifty five (55) and completed five (5) years of Vesting Service. |
1.33 | RSP means The PFPC Inc. Retirement Savings Plan, as adopted by the Corporation effective July 1, 2004 and as it may be amended from time to time. |
1.34 | Severance Agreement means any Change in Control Severance Agreement between the Corporation and an executive of the Corporation. |
1.35 | Severance From Service means the Participants termination of employment with The PNC Financial Services Group, Inc. and all of its Affiliates on account of Retirement, Disability or other termination of employment. |
1.36 | SISP means The PNC Financial Services Group, Inc. Supplemental Incentive Savings Plan, as amended from time to time. |
1.37 | Spouse means the person to whom the Participant is legally married (as determined under the laws of the state in which the Participant is a resident at the time of marriage). |
1.38 | Trust means the grantor trust established by the Corporation to assist in funding its obligations under the Plan. |
1.39 | Vesting Service has the meaning assigned such term in the Pension Plan. |
SECTION 2
ELIGIBILITY FOR PARTICIPATION
In general, an Employee may be eligible to participate in the Plan if: (i) his or her annual earnings are in excess of the compensation threshold; (ii) his or her employer is the Corporation or is an Affiliate that has been designated by the Plan Manager as an Employer for purposes of the Plan; and (iii) the Employee is participating in a cash incentive plan that is eligible for deferral hereunder. The decision as to whether an Employee is eligible to participate in the Plan is reserved to the Plan Manager in his or her sole discretion.
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SECTION 3
DEFERRAL ELECTION
3.1 | Deferral Amount |
Any Employee who is eligible to participate in the Plan pursuant to the criteria set forth in Section 2 may elect to defer payment of all or any part of an Cash Incentive Award; provided, however, that the Participants gross Deferral Amount may not be less than $5,000 for any single deferral. Effective January 1, 1999, if the Participant also participates in the ISP or, as applicable, the RSP at the time of a Cash Incentive Award, a portion of the Eligible Cash Incentive Award amount that the Participant elects to defer under this Plan will be transferred to the SISP. The portion that will be allocated to the SISP will equal the percentage of Compensation (as defined in the ISP or, as applicable, the RSP) that the Participant has elected to defer under the ISP or, as applicable, the RSP, multiplied by an amount equal to the difference between (a) the Participants Compensation under the ISP or, as applicable, the RSP calculated as if Internal Revenue Code Section 401(a)(17) were not applicable and the Participant had not made a deferral under this Plan and (b) the Participants Compensation actually calculated under the ISP or, as applicable, the RSP. Amounts transferred to the SISP will be subject to the terms and conditions of the SISP.
3.2 | Deferral Election Form |
Except for Deferral Election Forms for any Cash Incentive Award payable under a Severance Agreement, the Participants Deferral Election Form must be received by the Plan Manager prior to January 1 of each calendar year. Except for Deferral Election Forms for any Cash Incentive Award payable under a Severance Agreement, any Deferral Election Form will apply only to a Cash Incentive Award granted to the Participant for the calendar year (or any portion of the calendar year) beginning on such January 1. Notwithstanding the foregoing, in the calendar year in which an Employee first becomes eligible to be a Participant hereunder, the Deferral Election Form must be received by the Plan Manager within 30 days after the Employee first becomes eligible, in order to be effective for any Cash Incentive Award granted for such calendar year (or for a portion of such calendar year). Each Deferral Election Form will also specify the year in which payment will commence the form of distribution and the applicable Distribution Date. A Deferral Election Form for any Cash Incentive Award payable under a Severance Agreement will be valid only if it is received by the Plan Manager either 30 days after the date of the Severance Agreement or at least one year before the Participants Date of Termination, as that term is defined in the Severance Agreement.
3.3 | Stock Deferrals |
From time to time, certain of the Corporations eligible incentive plans may permit or require Participants to defer incentive awards that they would otherwise receive in the form of restricted shares of the Corporations common stock (Stock Deferrals). Such
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Stock Deferrals may also be subject to such terms and conditions as may be imposed by the Corporation under the terms of the incentive plans or the individual awards under such plans, including, but not limited to, execution of such agreements between the Corporation and the Participant as may be required by the Corporation as a condition to receipt of the award and its eligibility for deferral under this Plan.
Stock Deferrals will be credited to Participants Accounts as set forth in Section 1.1. Stock Deferrals will be subject to any restricted period as may be applicable to the underlying incentive award, and will be deemed to be invested in the Corporations common stock during any such restricted period and may not be transferred to other deemed investments until the restricted period has terminated. Distributions from the Stock Deferral portion of Accounts will not be permitted until any restricted period has terminated. Hardship distributions made pursuant to Section 4.3 will not include any portion of a Participants Account attributable to Stock Deferrals.
SECTION 4
DISTRIBUTION OF DEFERRAL AMOUNTS AND PARTICIPANT ACCOUNTS
4.1 | Distribution Deferral Elections |
Distributions of the Participants Account attributable to any Deferral Amount will commence in accordance with the Participants Deferral Election Form; provided, however, that no Participant may elect to defer the payment of any Deferred Amount for a period of less than one full calendar year, and, provided, further, that if the Participant fails to select a time when payment of the Participants Account attributable to any Deferral Amount will commence, payment will commence as of the first Distribution Date after the Participants Severance From Service. Notwithstanding the foregoing and except as set forth below under distributions on account of Hardship, any distribution of the Participants Account attributable to any pre-1996 Deferral Election will be payable only upon the Participants Severance From Service.
4.2 | Time and Manner of Distribution |
All distributions will be payable in a lump sum or annual installments over a period designated by the Participant not to exceed the lesser of ten years or the joint life expectancy of the Participant and the Participants Spouse, based upon life expectancy tables approved by the Plan Manager. The form of distribution applicable to any Deferral Amount, and any earnings thereon, will be elected at the time of the Participants Deferral Election on each Deferral Election Form; provided, however, that if the Participant fails to select a form for the payment of a Participants Account attributable to any Deferral Amount, payment will be made in the form of the lump sum. The Participant may not subsequently change the time or form of distribution, except with respect to any Cash Incentive Award payable under a Severance Agreement; provided,
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however, that such change will be valid only if it is received by the Plan Manager at least one year before the Participants Date of Termination, as that term is defined in the Severance Agreement. Distributions will be made only in cash, except as may otherwise be provided in any eligible incentive plan. The first annual payment will be made as soon as may be practicable after the Distribution Date in the year designated by the Participant with the remaining installments (if any) continuing to be payable as soon as may be practicable after the same Distribution Date each year thereafter.
4.3 | Hardship Distribution |
Upon approval of the Plan Manager, in his or her sole and absolute discretion, payment of all or any portion of the Participants Account will be made in the event of the Participants Hardship. Payment of any Hardship distribution will be made only in cash in a single sum as soon as administratively feasible after approval.
4.4 | Death Benefit |
Except as provided in Section 4.5, if the Participants Severance From Service occurs because of the Participants death, either before or after payments commence, the balance of the Participants Account will be distributed to the Participants Beneficiary or Beneficiaries at the time and pursuant to the method elected by the Participant. Upon application of the Participants Beneficiary, the Plan Manager may, in the Plan Managers sole and absolute discretion, direct that the balance of the deceased Participants Account be paid in a single lump sum.
4.5 | Accelerated Distribution |
Except as may be otherwise provided in the Participants Severance Agreement or upon a Severance From Service that occurs during a Coverage Period, upon the Participants Severance From Service for any reason other than death, Disability or Retirement, the Committee will direct payment of the balance of the Participants Account to be accelerated and paid in a single sum to the Participant on the first annual Distribution Date coincident with or next following the date of the Participants Severance From Service.
SECTION 5
INVESTMENT FUNDS
Deferral Amounts credited to a Participants Account under the Plan will be deemed to be invested in the investment fund or funds selected by the Participant in accordance with procedures established by the Plan Manager. The Participant may elect to change the investment fund elections in accordance with procedures established by the Plan Manager. The ISP Administrative Committee will, in its sole discretion, determine the various investment funds
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that will be available for the deemed investment of all Deferral Amounts. If the Participant fails to select an investment fund or funds with respect to any Deferral Amount, such Deferral Amount will be automatically invested in a short-term investment fund as may be designated from time to time by the ISP Administrative Committee, until the Participant provides investment directions in accordance with procedures established by the Plan Manager. The Participants Account will be valued daily.
The Committee, in its sole and absolute discretion, will establish procedures for allocating earnings to the Participants Account.
SECTION 6
DESIGNATION OF BENEFICIARIES
The Participant will designate a Beneficiary or Beneficiaries to receive the balance of the Participants Account upon the Participants death. Such designation will be on a form approved by the Plan Manager and will not be effective until the designation is received by the Plan Manager. If no valid Beneficiary designation form is on file with the Plan Manager upon the Participants death, then the balance of the Participants Account will be payable to the Beneficiary designated by the Participant under the Employers group life insurance plan, or, if no such designation exists, to the Participants estate.
SECTION 7
TRUST FUND
No assets of the Corporation or any Employer will be segregated or earmarked in respect to any Deferral Amounts and all such amounts 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.
SECTION 8
CLAIMS PROCEDURE
8.1 | 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
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determines that such claim should be denied in whole or in part, the Plan Manager 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 (a) specific reasons for the denial, (b) specific reference to pertinent Plan provisions, (c) 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 (d) 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.
8.2 | Review Procedure |
Within 60 days after the date on which the 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 (a) file a written request with the Committee for a review of his or her denied claim and of pertinent documents and (b) 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 Committee receives the request for review. If the decision on review is not made within such period, the claim will be considered denied.
8.3 | 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 8 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 8 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.
SECTION 9
ADMINISTRATION; DELEGATION
The Committee will have the sole and absolute authority to determine eligibility for benefits and administer, interpret, construe and vary the terms of the Plan; provided, however, that after a Change in Control, the Committee will be subject to the direction of the trustee of the Trust with respect to the exercise of the authority granted by this Section 9 and elsewhere in this Plan.
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This Plan is intended to be a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and will be administered in a manner consistent with that intent.
The Board or the Committee may, in its sole discretion, delegate authority hereunder, including but not limited to delegating authority to modify, amend, administer, interpret, construe or vary the Plan, to the extent permitted by applicable law or administrative or regulatory rule.
SECTION 10
AMENDMENT AND TERMINATION
The Committee will have the sole and absolute discretion to modify, amend or terminate this Plan at any time; provided, however, that no modification, amendment or termination will be made that would have the effect of decreasing the amount payable to any Participant or Beneficiary hereunder without the consent of such Participant or Beneficiary.
After a Change in Control, the Plan may not be amended in any manner that adversely affects the administration or payment of a Participants benefits hereunder (including but not limited to the timing and form or payment of benefits hereunder) without the consent of the Participant, nor may the provisions of this Section 10 or Section 11 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 the Participant to consent to any such amendment will not impair the ability of the Committee to amend the Plan with respect to any other Participant who has consented to such amendment.
SECTION 11
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).
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SECTION 12
GOVERNING LAW
The 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 13
MISCELLANEOUS
13.1 | Liability of the Board and the Committee |
Neither the Board nor the Committee will be liable to any person for any action taken or admitted in connection with the administration, interpretation, construction or variance of the Plan.
13.2 | No Contract of Employment |
Nothing herein will be construed as an offer or commitment by the Corporation or any Affiliate to continue any Participants employment with it for any period of time.
13.3 | Withholding |
All applicable federal, state, local and social security taxes will be withheld and deducted from amounts distributed hereunder, as appropriate.
13.4 | Spendthrift Clause |
The right of the Participants to any amounts deferred or invested in this Plan will not be transferable or assignable and will not be subject to alienation, encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary, except when, where and if compelled by applicable law.
13.5 | Severability |
Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be prohibited by or invalid under applicable law, then (a) such provision will be deemed to be amended to, and to have contained from the outset such language as is necessary to, accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (ii) and other provisions of this Plan will remain in full force and effect.
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13.6 | Entire Agreement |
This writing constitutes the final and complete embodiment of the understandings of the parties hereto and all prior understandings and communications of the parties oral or written concerning this Plan are hereby renounced, revoked and superseded.
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IN WITNESS WHEREOF, these amendments to and restatement of The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation 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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SCHEDULE A
AFFILIATES
PNC Bank, National Association
PNC Investments, LLC
PNC Capital Markets, Inc.
The PNC Financial Services Group, Inc.
PNC Alliance, LLC
PNC Equity Management Corp.
PNC Commercial Management, Inc.
PNC Leasing LLC
PNC Bank, Delaware
ADVISORport, Inc.
PFPC, Inc.
PFPC Trust Co.
PFPC Distributors, Inc.
Midland Loan Services, Inc.
PNC Multifamily Finance, Inc.
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