Exhibit 99.2
October 24, 2008
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
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Re: |
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Agreement and Plan of Merger between The PNC Financial Services Group, Inc. (PNC)
and National City Corporation (the Company) |
Ladies and Gentlemen:
In consideration of the expenses and other obligations PNC will incur in connection with the
Agreement and Plan of Merger, dated as of October 24, 2008 (as may be amended, amended and restated
or otherwise modified from time to time, the Merger Agreement) and the covenants of PNC set forth
herein and in order to induce PNC to execute the Merger Agreement and to proceed to incur such
expenses, the undersigned agrees as follows:
1. The undersigned represents and warrants that, as of the date of this letter agreement, it
has full and exclusive power to cause Corsair NC Co-Invest, L.P. to vote and to dispose of
40,000,000 shares of Common Stock of the Company, par value $4.00 per share (the Common Stock)
(such shares, together with any shares of Common Stock that the undersigned may acquire from and
after the date hereof, the Shares).
2. The undersigned agrees, until the Expiration Date, not to directly or indirectly, sell,
transfer, pledge, assign or otherwise dispose of (collectively, Transfer), or enter into any
contract, arrangement or understanding with respect to a Transfer of, the Subject Shares, in each
case, other than pursuant to the Merger Agreement. In the case of any Transfer by operation of law,
this letter agreement shall be binding upon the transferee(s). Expiration Date means the earliest
of (a) the Effective Time, and (b) the date the Merger Agreement is terminated in accordance with
its terms.
3. The term Subject Shares means, at the time of any determination, all of the Shares.
4. Until the Expiration Date, at any meeting of Company stockholders, and on every action or
approval by written consent of stockholders of the Company, the undersigned shall vote or cause to
be voted the Subject Shares:
(a) in favor of the adoption of the Merger Agreement;
(b) against any action that is intended, or could reasonably be expected to,
materially impede, interfere with, delay or materially and adversely affect the
transactions contemplated by the Merger Agreement; and
(c) against (other than the transactions contemplated by the Merger Agreement): (i)
any agreement, transaction or proposal that relates to an Acquisition Proposal; or (ii) any
reorganization, recapitalization, dissolution or liquidation of the Company or any of its
subsidiaries.
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Prior to the Expiration Date, the undersigned shall not enter into any voting arrangement other
than this letter agreement, directly or indirectly, with respect to the Subject Shares.
5. Until the Expiration Date, the undersigned shall not, and shall direct its agents and
representatives not to solicit, initiate or encourage (including by way of furnishing information
or assistance), or take any other action designed to facilitate or encourage any inquiries or the
making of any proposal that constitutes, or is reasonably likely to lead to, any Acquisition
Proposal.
6. The undersigned represents, warrants and covenants to PNC:
(a) There exists no condition, requirement or state of facts that would
prevent or could reasonably be expected to prevent or materially impede the
undersigned from performing in full its obligations under this letter agreement.
(b) The undersigned has full power and authority to make, enter into and carry
out the terms of this letter agreement and to perform his obligations hereunder.
(c) This letter agreement has been duly and validly executed and delivered by
the undersigned and constitutes a valid and binding agreement of the undersigned,
enforceable against the undersigned in accordance with its terms and no other
action is necessary to authorize the execution and delivery by the undersigned or
the performance of its obligations hereunder.
7. Nothing contained in this letter agreement shall restrict, prohibit or otherwise limit any
affiliate or representative of the undersigned from exercising his fiduciary duties in his capacity
solely as a director or officer of the Company.
8. This letter agreement shall in no way affect the undersigneds rights under the Investment
Agreements or Warrants (each as defined under the Merger Agreement) or any other agreements between
the Company and undersigned or in any way limit the undersigned rights to take any action to
enforce such agreements.
9. The obligations of the undersigned are subject to there not having been any change, by
amendment or waiver or otherwise, by any party to the Merger Agreement to the material terms of the
Merger Agreement in a manner materially adverse to the undersigned without the prior written
consent of the undersigned. For purposes of this Section 9, each of the following changes, by
amendment or waiver (as applicable), in the following terms and conditions of the Merger Agreement
shall, without excluding other possibilities, be deemed to be a change to the material terms of the
Merger Agreement in a manner materially adverse to the undersigned: (a) a change in the time period
(i.e. first anniversary) contemplated by Section 8.1(c) of the Merger Agreement; (b) a change
which decreases the Merger Consideration; (c) a change to the form of Merger Consideration; and (d)
an imposition of any condition to the Merger in addition to those set forth in the Merger
Agreement.
This Agreement shall be binding upon and inure solely to the benefit of the parties hereto,
and nothing in this Agreement, express or implied, is intended to or shall confer upon any other
person any rights, benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
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This letter agreement shall terminate and shall have no further force or effect as of the
Expiration Date.
This letter agreement may not be assigned without the prior written consent of the other
parties and may not be amended or waived except in writing. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.
The undersigned acknowledges that PNC will be irreparably harmed by and that there will be no
adequate remedy at law for a violation by the undersigned hereof. Without limiting other remedies,
PNC shall have the right to enforce this letter agreement by specific performance or injunctive
relief.
This letter agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware applicable to agreements made and to be performed entirely within such state. The
parties to this Agreement (a) irrevocably submit to the personal jurisdiction of the Court of
Chancery of the State of Delaware or any court of the United States located in the State of
Delaware with respect to any dispute arising out of this letter agreement or the transactions
contemplated by this letter agreement and (b) waive any claim of improper venue or any claim that
those courts are an inconvenient forum. Capitalized terms used and not defined herein shall have
the meaning given such terms in the Merger Agreement.
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Very truly yours, |
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CORSAIR III FINANCIAL
SERVICES CAPITAL PARTNERS, L.P. |
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By: |
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Corsair III Management L.P., its general partner |
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By:
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Corsair Capital LLC, its general partner |
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By:
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/s/ D.T. Ignacio Jayanti
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Name: D.T. Ignacio Jayanti |
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Title: Authorized Person |
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CORSAIR III FINANCIAL
SERVICES OFFSHORE 892 PARTNERS, L.P. |
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By:
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CORSAIR III MANAGEMENT L.P., its Domestic General Partner |
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By:
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Corsair Capital LLC, its general partner |
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By:
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/s/ D.T. Ignacio Jayanti
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Name: D.T. Ignacio Jayanti |
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Title: Authorized Person |
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By:
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CORSAIR III OFFSHORE MANAGEMENT L.P., its Offshore General Partner |
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By:
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Corsair Capital LLC, its general partner |
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By:
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/s/ D.T. Ignacio Jayanti
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Name: D.T. Ignacio Jayanti |
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Title: Authorized Person |
Accepted and Agreed:
THE PNC FINANCIAL SERVICES GROUP, INC.
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By:
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/s/ James E. Rohr
Name: James E. Rohr
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Title: Chairman and Chief Executive Officer |
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Dated: October 24, 2008