Performance-vested stock option

Fair Market Value Per Share. On Grant Date and Option Price. T ERMS AND C ONDITIONS.

T ERMS A ND C ONDITIONS. Fractional shares shall be disregarded.

This PVO shall be exercised by properly completing and delivering the applicable form to the delegate specified by the Committee for option recordkeeping, indicating the number of shares of Stock to be purchased upon such exercise, together with the appropriate payment in full for the number of such shares to be exercised.

Any previously acquired Stock which is designated as payment for the exercise shall be valued at its Fair Market Value closing price on the date the exercise is effective or, if the exercise is effective on a date other than a business day, at the Fair Market Value on the immediately preceding business day. The Committee shall have the right to reduce the number of shares of Stock actually transferred to the Optionee to satisfy the minimum applicable tax withholding requirements, and the Optionee shall have the right absent any such action by the Committee and subject to satisfying the requirements under Rule 16b-3 to elect that the minimum applicable tax withholding requirements be satisfied through a reduction in the number of shares of Stock transferred to the Optionee.

Grant

No rights granted under this PVO shall be transferable by the Optionee other than by will or by the laws of descent and distribution. The Optionee shall have no rights as a shareholder with respect to any shares of Stock under this Option Agreement until the Optionee has made payment in full for such shares and such shares have been duly issued and delivered to the Optionee, and no adjustment shall be made for dividends of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

The Structure of Performance-Based Stock Option Grants | Stanford Graduate School of Business

SunTrust shall have the right to refuse to issue or transfer any Stock under this Option Agreement if SunTrust acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation, and any payment tendered in such event to exercise this option shall be promptly refunded to the Optionee.

SunTrust may request the Optionee to hold any shares of Stock received upon the exercise of all or part of this PVO for personal investment and not for purposes of resale or distribution to the public and the Optionee shall, if so requested by SunTrust, deliver a certified statement to that effect to SunTrust as a condition to the transfer of such Stock to the Optionee.

This Option Agreement shall be subject to all of the provisions, definitions, terms and conditions set forth in the Plan and any interpretations, rules and regulations promulgated by the Committee from time to time, all of which are incorporated by reference in this Option Agreement. If one or more of the provisions of this Option Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Option Agreement to be construed so as to foster the intent of this Option Agreement and the Plan.

This Option Agreement which incorporates the terms and conditions of the Plan constitutes the entire agreement of the parties with respect to the subject matter hereof. This Option Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

The Structure of Performance-Vested Stock Option Grants - Springer

Whenever the following terms are used in this Option Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. Retirement Plan, as amended from time to time.

Summary of Statement No.

Fair Market Value Per Share On Grant Date and Option Price. Below 25 th TSR Percentile. PNC Financial Services Group, Inc.

Bank of New York Mellon Corporation.