Exhibit 99
THE PNC FINANCIAL SERVICES GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED EFFECTIVE AS OF DECEMBER 1, 2001)
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 shall mean the Board of Directors of the
Corporation.
Code shall mean the Internal Revenue Code of 1986, as amended.
Committee shall mean 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 shall
administer the Plan as provided in Section 1.3 hereof.
Common Stock shall mean shares of the common stock, par value $5.00 per
share, of the Corporation.
Corporate Benefits Administration shall mean the department of the
Corporation responsible for the day-to-day administration of and recordkeeping
for the Plan.
Corporation shall mean The PNC Financial Services Group, Inc.
Compensation shall mean the regular remuneration paid to an Employee by
the Corporation or Designated Subsidiary which, in the case of an Employee who
receives commission income, will mean commissions, guarantees, branch profits
and incentive pay (excluding any bonus) and, in the case of any other Employee,
will mean base salary or wages.
Continuous Service shall mean 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 shall include any approved leave of absence.
Designated Subsidiary shall mean any Subsidiary which has been
designated by the Committee to participate in the Plan.
Employee shall mean any employee of the Corporation or a Designated
Subsidiary.
Exercise Date shall mean May 31 and November 30 of each Plan Year.
Fair Market Value of a share of Common Stock shall be 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 Committee shall adopt.
Offering Date shall mean June 1 and December 1 of each Plan Year.
Option Period or Period shall mean the period beginning on an Offering
Date and ending on the next succeeding Exercise Date.
Option Price shall mean the purchase price of a share of Common Stock
hereunder as provided in Section 3.1 hereof.
Participant shall mean any Employee who (i) is eligible to participate
in the Plan under Section 2.1 hereof and (ii) elects to participate.
Plan shall mean the Corporation's Employee Stock Purchase Plan, as the
same may be amended from time to time.
Plan Account or Account shall mean an account established and
maintained in the name of each Participant.
Plan Year shall mean the twelve (12) month period beginning June 1 and
ending on the following May 31.
Retire, Retires or Retirement shall mean termination of Participant's
employment with the Corporation or a Designated Subsidiary at any time and for
any reason (other than termination by reason of 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, as determined in the same manner as the determination of five
years of Vesting Service under the provisions of The PNC Financial Services
Group, Inc. Pension Plan, with the Corporation and its subsidiaries).
Stock Purchase Agreement shall mean the form prescribed by the
Committee which must be completed and executed by an Employee who elects to
participate in the Plan.
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Subsidiary shall mean 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
Subject to oversight by the Board of Directors or the Board's Personnel
and Compensation Committee, the Committee shall 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 Committee shall adopt the form of Stock
Purchase Agreement and all notices required hereunder. Its interpretations and
decisions in respect to the Plan shall, subject as aforesaid, be final and
conclusive. The Committee shall 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 Committee, in its sole discretion, deems
advisable from time to time.
1.4 EFFECTIVE DATE OF PLAN
The Plan, as amended and restated herein, shall become effective on the
date established for that purpose by the Committee, if prior to that date, the
Plan (i) has been adopted by the Board of Directors of the Corporation and (ii)
has been approved by an affirmative vote of a majority of votes cast by the
holders of the Common Stock and the voting preferred stock, voting together as a
single class, in person or by proxy, at a meeting at which a quorum is present.
The date established by the Committee as the effective date shall be an Offering
Date.
1.5 EXTENSION OR TERMINATION OF PLAN
The Plan shall continue in effect through, and including, May 31, 2003
unless terminated prior thereto pursuant to Section 4.3 hereof, or by the Board
of Directors or the Personnel and Compensation Committee of the Board, each of
which shall 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 shall be refunded to him, or otherwise disposed of in accordance with
policies and procedures prescribed by the Committee in cases where such a refund
may not be possible.
ARTICLE II
PARTICIPATION
2.1 ELIGIBILITY
Each Employee, including those serving on the Committee or serving as
Plan Manager, who on an Offering Date will have at least one year of Continuous
Service, may become a Participant by executing and filing a Stock Purchase
Agreement with Corporate Benefits Administration prior to said Offering Date. No
Employee may participate in the Plan if said Employee, immediately after an
Offering Date, would be deemed for purposes of Section
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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 shall be made by
authorized payroll deductions from each payment of Compensation in accordance
with instructions received from a Participant. Said deduction shall be expressed
as a whole number percentage which shall be at least 1% but not more than 10%. A
Participant may not increase or decrease the deduction during an Option Period.
However, a Participant may change the percentage deduction for any subsequent
Option Period by filing notice thereof with Corporate Benefits Administration
prior to the Offering Date on which such 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. Any amount remaining in the
Participant's Account after the purchase of Common Stock shall be refunded
without interest upon the written request of the Participant. 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 this Section shall be credited to said
Participant's Account.
ARTICLE III
PURCHASE OF SHARES
3.1 OPTION PRICE
The Option Price per share of the Common Stock sold to Participants
hereunder shall be 85% of the Fair Market Value of such share on either the
Offering Date or the Exercise Date of an Option Period, whichever is lower, but
in no event shall 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 shall be
charged with the aggregate Option Price of the largest number of whole shares of
Common Stock which can be purchased with said amount. The balance, if any, in
such account shall be carried forward to the next succeeding Offering Period.
3.3 LIMITATIONS ON PURCHASE
Except as the Committee may otherwise provide by an adjustment made
pursuant to Section 4.2, no Participant shall purchase more than 400 shares of
Common Stock in each calendar year, provided that any such purchase shall not
exceed the limitations imposed by Section 423(b)(8) of the Code.
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3.4 TRANSFERABILITY OF RIGHTS
Rights to purchase shares hereunder shall be exercisable only by the
Participant. Such rights shall not be transferable.
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
4.1 COMMON STOCK RESERVED
At February 20, 1997, there shall be 4,614,154 authorized and unissued
shares of Common Stock reserved for the Plan, subject to adjustment in
accordance with Section 4.2 hereof. The aggregate number of shares which may be
purchased thereafter under the Plan shall not exceed the number of shares
reserved for the Plan. Such amount shall be in addition to the 4,534,726 shares
previously authorized and issued under 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 by
reason of merger, consolidation, stock dividend, stock split or otherwise, the
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 shall be made in the sole
discretion of the Committee, and its decision shall 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 hereof, (i) the Committee shall proportionately
reduce the number of shares which would otherwise be purchased by each
Participant in order to eliminate such excess, and (ii) the Plan shall
automatically terminate immediately after such Exercise Date.
4.4 CONFIRMATION
Each purchase of Common Stock hereunder shall be confirmed in writing
to the Participant. A record of purchases shall be maintained by appropriate
entries on the books of the Corporation. Participants may obtain a certificate
or certificates for all or part of the shares of Common Stock purchased
hereunder by requesting same in writing.
4.5 RIGHTS AS SHAREHOLDERS
The shares of Common Stock purchased by a Participant on an Exercise
Date shall, for all purposes, be deemed to have been issued and sold at the
close of business on such Exercise
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Date. Prior to that time, none of the rights or privileges of a shareholder of
the Corporation shall 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 shall be
refunded to him without interest. Any Participant who withdraws from the Plan
may again become a Participant in accordance with Section 2.1 hereof.
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.
If a Participant ceases to be eligible under Section 2.1 hereof 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, the persons entitled thereto under the
laws of descent and distribution. During Participant's lifetime, 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 hereof during
an Option Period because 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
hereof) 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 hereof 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.
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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 shall
be disposed of as determined by the 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 Committee and shall be effective when received by
Corporate Benefits Administration.
6.2 CONDITION OF EMPLOYMENT
Neither the creation of the Plan nor participation therein shall be
deemed to create any right of continued employment or in any way affect the
right of the Corporation to terminate an Employee.
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 hereof, 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, any other
applicable law or regulations, and the 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 shall 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 shall be applicable to both
genders.
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