PNC Financial Services (PNC)

2009 Long-Term Incentive Opportunity Awards

The committee determined for a number of reasons, including the continued unpredictability of the economic and industry climate and the importance to PNC of achieving a successful integration of National City, that it would not make 2009 grants of incentive performance units to the named executive officers similar to the grants made in 2006, 2007 and 2008.

Instead, the committee granted new performance vesting stock options to most of the executive officers, including all of the named executive officers. These performance vesting stock options will generally vest in their entirety on the third anniversary of grant, subject to a determination by the committee in its reasonable discretion that the following criteria related to the National City acquisition and integration have been met:

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The committee will have the discretion to vest the options in part if these criteria are not met in full but the committee determines that the vested portion appropriately reflects success against these criteria.

Grants of these performance vesting options were made to the CEO, CFO, and the other named executive officers as follows: James E. Rohr (400,000); Richard J. Johnson (90,000); Joseph C. Guyaux (180,000); William S. Demchak (180,000); and Timothy G. Shack (130,000).