Exhibit 10.12
SECOND AMENDMENT TO
THE PNC FINANCIAL SERVICES GROUP,
INC.
AND AFFILIATES DEFERRED COMPENSATION
PLAN
(as amended and restated July 1,
2004)
WHEREAS, The PNC Financial Services
Group, Inc. (“PNC”) sponsors The PNC Financial Services
Group, Inc. and Affiliates Deferred Compensation Plan (the
“Plan”);
WHEREAS, Section 10 of the Plan
authorizes PNC to amend the Plan; and
WHEREAS, PNC wishes to amend the
Plan to (i) provide for the merger of the Mercantile
Bankshares Corporation Deferred Compensation Plan (the
“Mercantile Plan”) into the Plan such that each
participant in the Mercantile Plan will have an account balance in
the Plan, which will be equal to or greater than the account
balance the participant had under the Mercantile Plan immediately
before the merger (“Mercantile Account”),
(ii) provide that each participant in the Mercantile Plan will
have an irrevocable incentive payment and/or salary deferral
election under the Plan for the remainder of 2007,
(iii) provide that each Mercantile Account will be distributed
in accordance with participant elections as previously designated
under the Mercantile Plan, (iv) permit participants in the
Corporate Executive Group to elect to defer certain
performance-based compensation until six months before the end of
the relevant performance period, and (v) make certain other
clarifying changes.
NOW, THEREFORE, IT IS RESOLVED, that
the Plan is hereby amended as follows:
1. Effective September 15,
2007, Section 1.32 of the Plan is hereby amended to add the
following paragraph to the end thereof:
“Effective September 15,
2007, for those account balances merged into the Plan from the
Mercantile Bankshares Corporation Deferred Compensation Plan (the
“Mercantile Plan”), as provided in Section 13.7,
“Retirement” is to be defined as such term was defined
in the Mercantile Plan.”
2. Effective September 15,
2007, Section 3.1 of the Plan is hereby amended to add the
following paragraph to the end thereof:
“Effective September 15,
2007 and notwithstanding anything to the contrary in the Plan,
former participants in the Mercantile Plan who elected to defer
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