PNC Financial Erisa Excess Pension Plan

Exhibit 10.4

THE PNC FINANCIAL SERVICES GROUP, INC.

ERISA EXCESS PENSION PLAN Amended and Restated

(Effective as of January 1, 2009)

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 and effective as of April 6, 2004, and subsequently amended the Plan by an Amendment dated September 17, 2007;

WHEREAS, the Corporation desires to amend and restate the Plan in its entirety, effective as of January 1, 2009, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (" Internal Revenue Code" ); and WHEREAS, deferrals made or first vesting on or after January 1, 2005 are to be administered in accordance with the Plan as amended and restated herein, and deferrals made prior to January 1, 2005 and fully vested on December 31, 2004 are to be administered in accordance with Plan documents in effect at the time of deferral (and any subsequent amendments made thereafter and specifically made applicable thereto); 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 the Plan, initially capitalized terms that are not otherwise defined herein will have the meaning given to them in the Pension Plan. 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. An Account is established only for purposes of determining benefits hereunder and not to segregate assets or to identify assets that may or must be used to satisfy benefits. An Account will be credited with the amounts set forth in section 3 of the Plan. A Participant' s Account will also include (i) amounts which were deferred under

the Plan and vested prior to January 1, 2005, which will be accounted for separately from amounts deferred or first vesting on or after January 1, 2005, and (ii) amounts representing accounts merged into this Plan from a prior excess pension plan, to the extent separate accounting is determined by the Committee or its delegate to be necessary in order to ensure compliance with Section 409A of the Code or otherwise, including without limitation amounts included in this Plan as the result of the merger of the Mercantile Plan into this Plan. 1.2" Affiliate" means any business entity whose relationship with the Corporation is 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 Participant' s Account upon the Participant' s death in accordance with Section 6 of the Plan.

1.4" Board" means the Board of Directors of the Corporation.

1.5" 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 20% or more of the combined voting power of the Corporation' s then outstanding securities; provided, however, that such an acquisition of beneficial ownership representing between 20% and 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 60% of the combined voting power immediately after such Fundamental Transaction of (i) the Corporation' s outstanding securities, (ii) the surviving entity' s 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 Corporation' s assets;

(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 Corporation' s shareholders in connection with such proxy contest was approved by a vote of at least two-thirds 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 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 Corporation' s shareholders was approved by a vote of at least two-thirds 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. 1.6" Committee" means the committee appointed to administer the Pension Plan.

1.7" Corporation" means The PNC Financial Services Group, Inc. and any successors thereto. 1.8" Deferred Compensation Plan" means The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation Plan as amended from time to time.

1.9" Employee" means any person employed by an Employer.

1.10" Employer" means the Corporation and any Affiliate that has been designated to participate in the Pension Plan. 1.11" ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.12" 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 Internal Revenue 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.

1.13" Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1.14" Internal Revenue Code" means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Internal Revenue Code shall be deemed to include any regulation, ruling, or other guidance issued thereunder by the Department of the Treasury or the Internal Revenue Service.

1.15" Mercantile Plan" means The Mercantile Bankshares Corporation and Participating Affiliates Supplemental Cash Balance Plan, which was merged into the Plan effective December 31, 2007

1.16" Participant" means any Employee who meets the eligibility criteria set forth in Section 2 of the Plan. 1.17" 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.

1.18" 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.

1.19" 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.

1.20

" Separation From Service" means separation from service within the meaning of Section 409A of the Internal Revenue Code. For purposes of this definition, a Participant shall be deemed to have a Separation from Service on the date on which he and the Employer reasonably anticipate that no further services would be performed after such date or that the level of bona fide services he would perform after such date would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of employment if less than 36 months).

Notwithstanding the above, no Separation from Service shall be deemed to occur while the Participant is on m ...