PNC Financial Services (PNC)

Director Compensation Review

On April 22, 2008, the Nominating and Governance Committee of PNC’s Board of Directors conducted its annual review of compensation for the Board’s non-employee directors. The Committee retained Towers Perrin, a global professional services firm, to prepare a report on director compensation. The report analyzed our director compensation program and compared director compensation practices among members of our peer group and other large public companies. The report was provided to the full Board of Directors.

In undertaking this annual review, the Committee’s primary objectives are to confirm continued alignment with business and shareholder interests, to evaluate the competitiveness of our director compensation program relative to our peers, and to identify and respond to changes in director compensation in light of the competitive environment. Based in part on that report, and following deliberation and discussion, the Committee recommended that no changes be made to PNC’s annual retainer and meeting fee schedules for non-employee directors. These schedules are shown below.

Annual Retainer Schedule:

Meeting Fee Schedule:

Non-employee directors continue to be eligible to participate in the Directors Deferred Compensation Plan and to receive equity-based grants under the 1992 Director Share Incentive Plan, the 2006 Incentive Award Plan, and the Outside Directors Deferred Stock Unit Plan, and to receive the other director benefits described in our proxy statement for the 2008 annual meeting of shareholders that was held on April 22, 2008.

After internal deliberation and consideration of the report prepared by its outside compensation consultant, the Nominating and Governance Committee granted 1,493 deferred stock units to each non-employee director on April 22, 2008 as part of the equity-based component of non-employee director compensation for 2008. All non-employee directors received this deferred stock unit grant.

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Director Compensation Review

On April 24, 2007, the Nominating and Governance Committee of PNC’s Board of Directors conducted its annual review of compensation for the board’s non-employee directors. The committee discussed a report prepared by its outside compensation consultant on director compensation practices among PNC’s peer group members and Fortune 500 companies generally. Based in part on that report, the committee made no changes to the annual retainer and meeting fee schedules for non-employee directors. These schedules are shown below.

Annual Retainer Schedule:

Meeting Fee Schedule:

Non-employee directors continue to be eligible to participate in the Directors Deferred Compensation Plan and to receive equity-based grants under the 1992 Director Share Incentive Plan, under the 2006 Incentive Award Plan, and under the Outside Directors Deferred Stock Unit Plan, and to receive the other director benefits described in our proxy statement for the 2007 annual meeting of shareholders that was held on April 24, 2007.

After internal deliberation and consideration of the report prepared by its outside compensation consultant, the Nominating and Governance Committee granted 1,232 deferred stock units to each non-employee director on April 24, 2007 as part of the equity-based component of non-employee director compensation for 2007. All non-employee directors received this deferred stock unit grant, including the three new directors who were elected by shareholders at the annual meeting on April 24, 2007 (Messrs. Richard O. Berndt, Charles E. Bunch and Donald J. Shepard).