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<![CDATA[Notice & Pro


Table of Con en

Compensation Tables

(b) The amounts in the Stock Awards column reflect the grant date fair value related to stock awards. The grant date fair values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, CompensationStock Compensation (FASB ASC Topic 718). See Note 15 in our Annual Report on Form 10-K for the year ended December 31, 2011 (10-K Note 15) for more information. In 2011, stock awards consisted of long-term incentive performance units and performance-based restricted share units (consisting of annual grants and special achievement awards) and for Mr. Parsley, a grant of ALM incentive performance units. These awards were granted on February 9, 2011. The grant date fair value of the incentive performance units and the ALM incentive performance units is calculated using the target number of units underlying the award and a per share value based on the NYSE closing price of our common stock on February 9, 2011 of $64.21. The grant date fair value of the performance-based restricted share units is calculated using the target number of units underlying the award and a grant date fair value per unit of $67.59. If PNC s performance during the applicable measurement period results in the maximum number of units vesting, our executives would each be entitled to receive a maximum award with a grant date fair value of the maximum award as follows: Grant Date Fair Value of Maximum Award Long-Term Incentive Performance Units $5,556,990 $1,305,646 $3,957,262 $1,892,526 $2,023,899 Performance-Based Restricted Share Units Special Achievement Awards $3,947,340 $ 822,317 $2,302,622 $1,019,680 $ 822,317

NEO James E. Rohr Richard J. Johnson William S. Demchak Joseph C. Guyaux E. William Parsley, III

Performance-Based Restricted Share Units $3,655,943 $ 858,984 $2,603,482 $1,245,092 $1,331,523

The grant date fair value of Mr. Parsley s ALM grant at the maximum value is $2,499,952. See the Grants of plan-based awards in 2011 table on pages 60-65 for more information regarding the grants we made in 2011, the Outstanding equity awards at 2011 fiscal year-end table on pages 66-74 for more information regarding options and other awards outstanding at December 31, 2011, and the Option exercises and stock vested in fiscal 2011 table on page 75 for more information regarding stock vesting during 2011. (c) There were no stock option grants to the NEOs during 2011. (d) In each of 2012 and 2011 our NEOs received an annual incentive award for 2011 and 2010 performance, respectively, that we paid entirely in cash. We did not pay a cash incentive award in 2010 to any of our NEOs for 2009 performance due to restrictions under the U.S. Treasury s Interim Final Rule on TARP Standards for Compensation and Corporate Governance. (e) The dollar amounts in this column include the increase in the actuarial value of our Cash Balance Pension Plan, Excess Pension Plan and Supplemental Executive Retirement Plan, as measured from the plan measurement date used for our 2010 audited consolidated financial statements to the plan measurement date used for our 2011 audited consolidated financial statements. We describe these plans on pages 7677. The amounts include both (1) the increase in value due to an additional year of service, compensation increases and plan amendments (if any) and (2) the change in value attributable to interest. We do not pay above-market or preferential earnings on any compensation that is deferred on a basis that is not tax-qualified, including such earnings on non-qualified defined contribution plans. For an additional explanation on how we calculate the earnings on our deferred compensation plans, see the 2011 rates of return chart in the Non-qualified deferred compensation in fiscal 2011 table on page 81. (f) The amounts in this column include, for all NEOs: (1) the dollar value of matching contributions made by us to the ISP; (2) the net insurance premiums paid by us in connection with our Key Executive Equity Program; (3) the executive long-term disability premiums paid by us; and (4) the dividends that had accrued on the 2010 and 2009 base salary paid in stock units. None of our NEOs received perquisites with a value that exceeded $10,000, after giving effect to any reimbursements made by executives in accordance with our policy. Our Personnel and Compensation Committee prohibits reimbursements for taxes in connection with perquisites and personal benefits. For an additional discussion of perquisites, see our CD&A on pages 49-50. All amounts listed below are net of any reimbursements to PNC. PNC Proxy Statement for 2012 Annual Meeting of Shareholders


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