PNC » Topics » Developing plans to:

This excerpt taken from the PNC 8-K filed Oct 10, 2006.

Developing plans to:

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Combination Will Result in Significant  
Revenue Growth Opportunities

Significant opportunity to leverage PNC’s small business
capabilities across Mercantile’s banking footprint

Application of PNC Treasury Management, Capital
Markets and other corporate services to Mercantile’s
corporate customers

Enhance Mercantile’s retail consumer offerings to drive
additional growth such as home equity, credit card
lending and retail payment systems

Mercantile’s Wealth Management business will benefit
from having additional scale and product capability

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Transaction Summary

Transaction total value                                 $6 billion (1)

Implied consideration                                     $47.24 per Mercantile share (1)

Consideration                                                                  $2.1 billion in cash and 52.5 million shares
                                                      of PNC common stock

Board composition                                               Two additional directors from Mercantile

Due diligence                                                                    Completed

Required approvals                                             Mercantile shareholders and customary
                                                     regulatory approvals

Termination fee                                                            $225 million

Anticipated closing                                              First quarter 2007

                                                                                                                        

                                                                                                                                     

Based on PNC closing price of $73.60 on October 6, 2006 and includes cash out of options. Implied consideration of
$47.24 per Mercantile share reflects a fixed exchange ratio of .4184 shares of PNC common stock and $16.45 in
cash for each Mercantile share.

(1)

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Transaction is Good for Mercantile
Constituents

Shareholders

Compelling transaction

Customers

PNC does business like Mercantile; similar philosophy and focus

Increase breadth and depth of consumer and commercial product offerings

Robust technology leading to even better service

Employees

Augments individual career opportunities within a large, diverse and growing
organization

Communities

Like Mercantile, PNC is very community oriented

$25 million commitment to a charitable foundation in Baltimore

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Pricing Consistent with Recent Transactions

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