PNC Financial Services (PNC)

2009 Peer Group and Other Annual Determinations for Outstanding 2007 and 2008 Incentive Performance Unit Grants

As previously reported, the corporate performance factors for our incentive performance unit grants are based on PNC’s performance relative to its peers for each year of the three-year performance period for that grant. Each year, the committee approves the terms and conditions for the current year within that three-year performance period for all of the outstanding incentive performance unit grants and for the new grants, if any. This includes a review of the makeup of the peer group that will be used in making the comparative annual measurements for the current year and review of the potential payout schedules for 2009 performance relative to peer performance.

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Due to the many changes in the financial industry generally, PNC’s substantially increased size and scope at the beginning of 2009, and a significant number of mergers and other changes with respect to PNC’s 2008 peers and other industry leaders, the committee has changed the peer group for 2009. The committee has determined that the 2009 peer group will consist of the following companies: BB&T; Bank of America; Capital One Financial; Comerica; Fifth Third Bancorp; JP Morgan Chase; Keycorp; M&T Bank; PNC; Regions Financial; Sun Trust Bank; U.S. Bancorp; and Wells Fargo. The committee believed that this modified peer group provided a more balanced mix of institutions in light of widespread industry consolidation and PNC’s growth and expanded business mix, particularly in light of PNC’s recent acquisitions.

The committee has also determined that because of the increase in the size of the peer group and changes in the overall environment in which the outstanding 2007 and 2008 incentive performance units must operate, it will consider further what changes should be made in the potential payout schedules for 2009 performance within those awards.