UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

Check the appropriate box:

The PNC Financial Services Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

James E. Rohr

Chairman and Chief Executive Officer

March 16, 2011

Dear Shareholder:

We invite you to attend PNC’s 2011 Annual Meeting of Shareholders on Tuesday, April 26, 2011. The meeting will be held in Washington, D.C. on the 12th Floor of PNC Place, 800 17th Street NW, beginning at 11:00 a.m., Eastern time. We will consider the matters described in this proxy statement and also review significant developments since last year’s meeting of shareholders.

We are again making our proxy materials available to you on the Internet. We hope this offers you convenience while we reduce the number of printed copies.

The proxy statement contains important information and you should read it carefully. Even if you plan to attend the meeting in person, we strongly encourage you to designate the proxies named on the proxy card to vote your shares. If you will not be there in person, you will be able to hear the meeting by conference call or webcast. Please see the notice that follows for more information.

We look forward to your participation and thank you for your support of PNC.

Sincerely,

James E. Rohr

The PNC Financial Services Group

One PNC Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222-2707

PLEASE VOTE YOUR SHARES

As a shareholder, your vote is important to us. Please make sure that you vote all of your shares. We offer convenient ways for you to vote:

DELIVERY OF PROXY MATERIALS

We deliver one set of proxy materials to multiple shareholders at the same address. This process, known as “householding,” allows us to reduce printing and postage costs. We will always mail a separate proxy card for each shareholder account, regardless of how many sets of proxy materials you receive.

If you have more than one shareholder at a single address and would like to receive separate copies of the proxy materials, you may request additional materials. You may also opt out of householding in the future. To make any changes, a registered shareholder should write or call Computershare Trust Company, N.A., our stock transfer agent, at the address or phone number below:

Some brokerage firms and banks household proxy materials for their customers. If you hold PNC shares in street name, please contact your broker to request additional materials.

Our 2010 annual report is not part of our proxy solicitation materials.

WEBCAST AND CONFERENCE CALL INSTRUCTIONS

We provide a webcast and conference call for you to listen to the annual meeting if you cannot attend in person. A replay of the meeting will be available for a limited time after the meeting. The telephone replay will be available for one week and the Internet replay will be available for thirty days.

You may view or print the slides used during the annual meeting. Please visit the website ahead of time to register and download any necessary software.

March 16, 2011

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 26, 2011

To Our Shareholders:

The 2011 annual meeting of the shareholders of The PNC Financial Services Group, Inc. will be held at PNC Place, 12th Floor, 800 17^th Street NW, Washington, D.C. 20006 on Tuesday, April 26, 2011, beginning at 11:00 a.m., Eastern time, for the purpose of considering and acting upon the following matters:

Shareholders of record at the close of business on February 11, 2011 are entitled to receive notice of and to vote at the meeting and any adjournment.

We have made our proxy materials available electronically. Certain shareholders will receive a notice explaining how to access our proxy materials and vote. Other shareholders will receive a paper copy of this proxy statement and proxy card.

Even if you plan to attend the annual meeting in person, we encourage you to cast your vote over the Internet or by telephone (or by mail if you have a proxy card).

By Order of the Board of Directors,

George P. Long, III

Chief Governance Counsel and

Corporate Secretary

The PNC Financial Services Group

One PNC Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222-2707

TABLE OF CONTENTS

March 16, 2011

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

PNC will hold the annual meeting of its shareholders on Tuesday, April 26, 2011. We provided access to our proxy materials beginning on Wednesday, March 16, 2011.

This proxy statement includes information about PNC, describes the proposals to be considered at the meeting, and explains the voting process. We encourage you to read it carefully.

The first section of this proxy statement reviews important technical points, such as how to attend the meeting, how to access our proxy materials, how to vote, and how a proposal gets approved.

In this opening section, we sometimes discuss differences between “registered” and “street name” shareholders. For purposes of reviewing the proxy material and voting shares, this distinction is important. We refer to individuals owning PNC shares in their own name as “registered” holders or “shareholders of record.” We refer to individuals who own PNC shares through an account at an intermediary – such as a brokerage firm or bank – as holding our shares in “street name.”

Attending the Annual Meeting

Our annual meeting of shareholders will begin at 11:00 a.m., Eastern time, on Tuesday, April 26, 2011. We will hold the meeting in Washington, D.C. on the 12th Floor of PNC Place, 800 17th Street NW. Directions to PNC Place are available at www.pnc.com/annualmeeting.

We will have a meeting registration desk in the lobby of PNC Place to assist shareholders attending in person. All shareholders must present an acceptable form of identification, such as a driver’s license.

If you are a registered holder, locate the admission ticket in the information you receive from us – either the proxy card attachment or the Notice of Availability of Proxy Materials – and bring it with you to the meeting. The ticket will admit you and one other person.

If you hold PNC shares in street name, your individual name will not appear on our list of registered shareholders. To attend the meeting, please bring a recent account statement or a letter from your broker that shows the PNC shares that you own. You must present this documentation at the registration desk to attend the meeting.

Everyone attending the annual meeting agrees to abide by the rules for the conduct of the meeting. These rules will be printed on the meeting agenda and distributed or reviewed at the meeting.

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If you cannot attend the annual meeting in person, you can listen to the meeting by using the webcast or conference call options that are explained under Webcast and Conference Call Instructions just after the cover page of this proxy statement.

Reviewing Proxy Materials

Mailing Date. We provided access to our proxy materials beginning on Wednesday, March 16, 2011. On that day, we either mailed the Notice of Availability of Proxy Materials, began mailing paper copies of this proxy statement and proxy card to our shareholders, or delivered proxy materials electronically to shareholders who previously consented to that type of delivery.

Accessing Proxy Materials. The SEC allows us to deliver proxy materials to shareholders over the Internet. We believe that this offers a convenient way for shareholders to review our information. It also reduces printing expenses and lessens the environmental impact of paper copies.

Any shareholder may access our proxy materials electronically. Upon request, we will continue to provide paper copies of proxy materials to shareholders for the current meeting or for future meetings.

If you hold PNC shares in street name, we generally cannot mail our materials to you directly. Your broker or bank must provide you with the Notice of Availability of Proxy Materials or the proxy statement and proxy card, and must also explain the voting process to you.

Have You Received More Than One Set of Proxy Materials? If two or more PNC shareholders live in your household, or you maintain more than one shareholder account on the books of our transfer agent, you may have received more than one set of our proxy materials.

In order to reduce duplicate packages and lower expenses, we rely on Securities and Exchange Commission rules allowing delivery of one set of proxy materials to multiple shareholders sharing the same address and last name who consent in a manner provided by these rules. This is referred to as “householding.” Even if you consent to householding, we will always deliver a separate proxy card for each account. Householding will not affect your right to vote.

If householding interests you, you may contact our stock transfer agent at the address and telephone number listed under Delivery of Proxy Materials just after the cover page of this proxy statement to request householding as soon as practicable.

You may also receive more than one set of our proxy materials if you have more than one brokerage account. Our householding process does not include accounts that you maintain at a brokerage firm or bank. Some brokerage firms and banks now offer householding—please contact your broker directly if you are interested.

Voting Your Shares

We want our shareholders, as the owners of PNC, to consider the important matters before them and exercise their right to vote. Our Board of Directors is asking for, or soliciting, a proxy from our shareholders. This section describes the different aspects of the voting process and how proxy voting works.

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Who Can Vote? You must be a shareholder of record as of February 11, 2011 to vote at the annual meeting.

What is a Proxy? We understand that not everyone can attend the annual meeting in person. If you are a shareholder, you can tell us exactly how you want to vote and then allow an officer to vote on your behalf. That is called giving us a “proxy.” By allowing a proxy to carry out your wishes, you can ensure that your vote counts.

Soliciting Your Proxy. Our Board of Directors is soliciting your proxy to make sure that your vote is properly submitted and received on time, and to improve the efficiency of the annual meeting. We may ask for, or solicit, proxies using several methods.

We may solicit proxies by mail, personal interviews, telephone or fax. We may use the Internet to solicit proxies. PNC officers or employees may solicit proxies, but will not receive any special compensation for doing so.

We will ask brokerage houses, banks and other custodians of PNC stock to forward proxy materials to their clients who hold PNC stock. We will pay for their expenses to do so.

We hired Morrow & Co., LLC, a proxy soliciting firm, to help us with the solicitation of proxies for the 2011 annual meeting. We will pay Morrow $15,000, plus its out-of-pocket expenses, to provide information to our shareholders and to distribute proxy materials.

Revoking Your Proxy. What if you change your mind after you give us your proxy to vote? You can amend your voting decisions until the polls close at the annual meeting. We call this “revoking” your proxy.

To revoke your current proxy and replace it with a new proxy, we must receive the newly executed proxy before the deadline. If you revoke by mail, we must receive the new proxy card before the annual meeting begins. If you revoke by using the telephone or Internet voting options, we must receive your revocation by 1:00 a.m. Eastern time on April 26, 2011. If you choose to revoke by mail, please make sure you have provided enough time for the replacement proxy to reach us.

After the above deadlines have passed, you can only revoke your proxy in person. You cannot use the webcast or conference call to revoke your proxy. Once the polls close at the annual meeting, the right to revoke ends. If you have not properly revoked your proxy, we will vote your shares in accordance with your most recent valid proxy.

If you hold PNC shares in street name, follow the instructions provided by your broker to revoke your voting instructions or otherwise change your vote.

How to Vote. Shareholders of record may always vote in person by submitting a ballot at the annual meeting. We will distribute ballots at the meeting. To make it convenient and simple for you, we offer a number of other ways to vote your shares. We include voting instructions in the Notice of Availability of Proxy Materials and the proxy card.

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If you hold PNC shares in street name, you will receive information on how to give voting instructions to your brokerage firm or bank. For registered holders, we offer the following additional methods to vote your shares and give us your proxy:

PNC is incorporated in Pennsylvania. Pennsylvania law allows properly authenticated proxies to be transmitted by telephone or the Internet. Pennsylvania law also permits a shareholder of record, such as a brokerage firm or bank, to communicate a vote by telephone or Internet for a beneficial owner.

Brokers Voting Your Shares. If you hold PNC shares in street name, you must give instructions to your broker on how you would like your shares to be voted. If you do not provide any instructions, your broker can vote your shares on “routine” items. New York Stock Exchange (NYSE) rules define which items are “routine” or “non-routine.” We discuss below whether the items to be acted upon at the annual meeting are “routine” or “non-routine.”

A broker “non-vote” occurs when the shareholder provides no instructions and the item is non-routine. In determining whether a vote was cast for a proposal, we will not count broker non-votes.

Our Voting Recommendations. If you sign, date and return your proxy card but do not give voting instructions, we will vote your shares as follows:

If you use Internet or telephone voting, you will need to provide voting instructions for each proposal.

Confidential Voting. We keep votes confidential and do not disclose them to our directors, officers or employees, except:

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Our Board has adopted a “confidential voting” policy. With the exceptions described above, this policy states that all proxies, ballots, voting instructions from employee benefit plan participants and voting tabulations that identify the particular vote of a shareholder or benefit plan participant be kept permanently confidential and not be disclosed.

Computershare Trust Company, N.A., our independent vote tabulator and Judge of Election for the 2011 annual meeting, confirmed that its procedures will be consistent with this policy.

How a Proposal Gets Approved

On the record date, we had over 500 million outstanding shares of common stock, as well as additional shares of preferred stock. Under Pennsylvania law, we must have a quorum before we can consider proposals at an annual meeting. A quorum is the number of shares that must be present at the meeting. In determining if a quorum exists, we count the number of shares represented by shareholders in person as well as the number of shares represented by proxies.

To have a quorum, we need the presence of shareholders or their proxies who are entitled to cast at least a majority of the votes that all shareholders are entitled to cast. If you return a proxy, whether you vote for or against a proposal, abstain from voting or only sign and date your proxy card, your holdings will be counted toward the quorum.

Once a quorum is achieved, different proposals may require different standards of approval. Street name holders may need to take additional precautions to ensure that their vote counts. We discuss the mechanics of proposal approval below.

Issued and Outstanding Shares. This table shows the number of issued and outstanding shares of our common and preferred stock entitled to vote on February 11, 2011, the record date. The table also shows the number of votes for each share for the matters brought before this meeting. The number of votes shown for each share of voting preferred stock equals the number of full shares of PNC common stock that can be acquired upon the conversion of a share of preferred stock. At the meeting, holders of common and preferred stock will vote together as a single class. There is no cumulative voting.

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Votes Required for Approval. Under Pennsylvania law, if you abstain from voting it will not count as a vote “cast.” To abstain, you must check the “Abstain” box on your proxy card, or select the appropriate option when voting by Internet or telephone. If you sign, date and return your proxy card but do not provide voting instructions, we will vote your shares represented by that proxy as recommended by our Board of Directors and this vote will count as a vote cast. A broker non-vote will also be treated as a failure to record a vote and will not count as a vote cast.

Election of Directors (Item 1). Unless a company’s articles of incorporation or by-laws provide otherwise, Pennsylvania law contemplates election of directors by a plurality of votes cast. In 2009, PNC amended its by-laws to include an eligibility requirement for director nominees in uncontested elections, whereby an incumbent director will offer to resign if he or she does not receive a majority of the votes cast. Our by-laws and corporate governance guidelines describe this majority voting requirement and the related procedure that requires an incumbent director to tender his or her resignation to the Board. To receive a majority of the votes cast means that the shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. This will be considered a non-routine item. As a non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.

Ratification of Auditors (Item 2). A majority of the votes cast will be required to approve the ratification of our Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2011. This will be considered a routine item, and brokers have the discretion to vote uninstructed shares on behalf of clients. As a routine item, there will be no broker non-votes, although brokers may otherwise fail to submit a vote. Any failures by brokers to vote or abstentions will not be included in the total votes cast and will not affect the results.

Approval of the Terms of the Amended and Restated 2006 Incentive Award Plan (Item 3). A majority of the votes cast will be required to approve the amended and restated 2006 Incentive Award Plan. This will be considered a non-routine item. As a non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.

“Say-on-Pay”: Advisory Vote on Executive Compensation (Item 4). A majority of the votes cast will be required to approve this item, an advisory vote on executive compensation. Because your vote is advisory, it will not be binding on the Board or the Company. This will be considered a non-routine item. As a non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.

Frequency of Advisory Votes on Executive Compensation (Item 5). The frequency of future advisory votes on executive compensation receiving a majority of the votes cast, if any — every one year, every two years or every three years — will be the frequency that shareholders approve. Because your vote is advisory, it will not be binding on the Board or the Company. This will be considered a non-routine item. As a non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.

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CORPORATE GOVERNANCE AT PNC

In this section, we highlight some of our corporate governance policies and practices. We also discuss how shareholders can communicate with our Board.

Please visit the PNC website at www.pnc.com/corporategovernance. The site includes additional information about our Board, its committees and corporate governance at PNC.

This proxy statement is also available at www.pnc.com/proxystatement.

We will provide any of these items at no cost, and we also make these items available on our website at www.pnc.com/corporategovernance. These will be available for the 2011 meeting and we expect to make them available for future meetings. (We will update any contact information in a future filing on our website.)

Our Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to address important governance principles, including:

We post these corporate governance guidelines, which are reviewed annually by the Nominating and Governance Committee, at www.pnc.com/corporategovernance.

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Our Board Leadership Structure

Based on an assessment of its current needs and the composition, skills, and qualifications of the directors, the Board believes that the appropriate leadership structure should include the following attributes:

The Board’s current leadership structure includes all three attributes. We have not adopted a policy with respect to separating the Chairman and CEO positions. The Board believes that the leadership structure should be flexible enough to accommodate different approaches based on an evaluation of relevant facts and circumstances. We evaluate the structure of the Board each year and this evaluation includes an analysis of the leadership of the Board and its committees. The Personnel and Compensation Committee discusses whether to separate the positions of Chairman and CEO as part of the succession planning process, and when it selects a new CEO.

James E. Rohr, our current CEO, also serves as the Chairman. Thomas J. Usher, the Board’s Presiding Director, serves as our lead independent director. We describe his duties in more detail below. Our Presiding Director also serves as the Chairman of the Board’s Nominating and Governance Committee.

In connection with the evaluation of annual performance and decisions regarding compensation, our Board’s Personnel and Compensation Committee typically reviews the performance of the CEO in the first quarter of the year. The Committee discusses the evaluation of the CEO at an in-person executive session of the independent directors. The Board most recently reviewed Mr. Rohr’s performance at a meeting held on February 9, 2011. The Board continues to value Mr. Rohr’s substantial experience at PNC and his extensive industry knowledge and insights. The Board also values Mr. Usher’s experience as the Presiding Director and his fulfillment of the duties of the position. Based on a review of the skills, qualifications, and experience of our Chairman and lead independent director, the Board does not currently recommend a separation of the positions of Chairman and CEO.

Majority of Independent Directors. We have long maintained a Board with a substantial majority of directors who are not PNC employees. Our corporate governance guidelines require at least a majority of our directors to be independent from management, in accordance with NYSE listing standards.

As the Chairman and CEO of PNC, Mr. Rohr is currently the only director who is not independent under NYSE’s “bright-line” rules. The Board has affirmed the independence of each of our other fourteen nominees for director, in accordance with the process described in Director and Executive Officer Relationships on pages 25-32.

Lead Independent Director. As the Presiding Director, Mr. Usher is the lead independent director for our Board. The Board’s independent and non-management directors selected him for this role. The Board approved the following duties for the Presiding Director:

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During the course of the year, the Presiding Director may suggest, revise, or otherwise discuss agenda items for the Board meetings. In between meetings, each director is encouraged to raise any topics or issues with the Presiding Director to be discussed among the non-management or independent directors. The Presiding Director will raise any such matter in an executive session of the Board, without identifying the source of the request, unless the director chooses to be identified.

The Presiding Director also serves as the Chairman of the Nominating and Governance Committee. The Chairman of that Committee leads the Board and committee annual self-evaluation process and the evaluation of Board independence. That Committee also reviews, and the Chairman reports to the Board, significant developments in corporate governance.

Executive Sessions of Independent Directors. Our directors have met and will continue to meet in regularly scheduled executive sessions without management present. The NYSE requires our independent directors to meet once a year. Under our Board’s own policy, our independent directors will meet by themselves at least quarterly. As the Presiding Director, Mr. Usher leads these executive sessions.

Communicating with Our Board

You may communicate directly with any director or the full Board. To do so, please write to the person or persons desired and mail the communication to:

Presiding Director

The PNC Financial Services Group, Inc. Board of Directors

P.O. Box 2705

Pittsburgh, Pennsylvania 15230-2705

Our employees will not open or otherwise screen any communications sent to this address. The communications will be delivered directly to the Presiding Director, who will determine how to respond, including whether to present to the full Board or to forward to an individual director.

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If you send director-related communications to our offices, we will handle them in accordance with a collection and organization process approved by the Board’s independent directors. These communications are subject to a screening process that will determine which communications will be relayed to directors.

Please follow the instructions beginning on page 118 if you are a shareholder and want to:

Our Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers, and all of our employees. The SEC requires us to adopt a code of ethics that applies to our CEO and senior financial officers, and we intend this Code of Business Conduct and Ethics to satisfy this requirement.

Our Code of Business Conduct and Ethics addresses these important topics, among others:

The PNC Code of Business Conduct and Ethics is available on our website at www.pnc.com/corporategovernance. Any shareholder may also request a free print copy by writing to our Corporate Secretary at the address given on page 7.

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The Audit Committee must approve any waivers or exceptions to Code provisions for our directors or executive officers. We will post on our website any future amendments to, or waivers from, a provision of the Code of Business Conduct and Ethics that applies to our directors or executive officers (including the Chairman and Chief Executive Officer, the Chief Financial Officer, and the Controller).

Board Committees

Our Board currently has five standing committees. Four of these committees—Audit, Nominating and Governance, Personnel and Compensation, and Risk—meet on a regular basis. The Executive Committee meets as needed and may act on behalf of the Board in between Board meetings. The purpose of the Executive Committee is to provide an efficient means of considering matters and taking actions that may require the attention of the Board or the exercise of the Board’s powers or authority in the intervals between Board meetings. The Executive Committee reports regularly on any of its meetings to the full Board.

Our by-laws authorize the Board to create other committees. Each committee may form and delegate authority to subcommittees of one or more committee members.

Each committee operates under a written charter approved by the Board. Each committee annually reviews and reassesses its charter. The descriptions of the committee functions in this proxy statement are qualified by reference to the committee charters and our relevant by-law provisions.

Each committee also performs an annual self-evaluation to determine whether the committee is functioning effectively and fulfilling its charter duties.

The principal purposes of the Audit, Nominating and Governance, Personnel and Compensation, and Risk Committees are described below.

Audit Committee. The Audit Committee consists entirely of independent directors. When our Board holds its annual organization meeting on April 26, 2011, only independent directors will be appointed to the Committee. The current members are Paul W. Chellgren (Chairman), Richard B. Kelson, Bruce C. Lindsay, Donald J. Shepard and George H. Walls, Jr. Acting on the recommendation of the Nominating and Governance Committee, the Board of Directors has determined that Mr. Chellgren and Mr. Kelson are both “audit committee financial experts,” as that term is defined in the SEC’s regulations.

Our Board most recently approved the charter of the Audit Committee on February 9, 2011. The current charter is available on our website at www.pnc.com/corporategovernance.

Our Audit Committee satisfies the requirements of SEC Rule 10A-3, which include the following:

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The Audit Committee’s primary purposes are to provide assistance to the Board by: (1) monitoring the integrity of our consolidated financial statements; (2) monitoring compliance with legal and regulatory requirements and with our Code of Business Conduct and Ethics; (3) evaluating and monitoring the independent auditors’ qualifications and independence; and (4) evaluating and monitoring the performance of our internal audit function and independent auditors. The Audit Committee must also prepare the report required by SEC regulations to be included in this proxy statement. The Committee’s report begins on page 46.

The Committee’s responsibility is one of oversight. Our management is responsible for preparing our financial statements, for maintaining internal controls, and for our compliance with laws and regulations, and the independent auditors are responsible for auditing the financial statements.

The Audit Committee typically reviews the annual internal and external audit plans. The Audit Committee is directly responsible for the appointment, compensation and oversight of our independent auditors (including the resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. For work performed by the independent auditors, the committee must approve all audit engagement fees and terms, as well as all permitted non-audit engagements. The Committee pre-approves all audit services and permitted non-audit services. The Committee considers whether providing non-audit services will impair the auditors’ independence. The Audit Committee’s procedures for the pre-approval of audit and permitted non-audit services are described beginning on page 45.

The Committee has the authority to retain independent legal, accounting or other advisors. The Committee regularly holds separate sessions with our management, internal auditors, and independent auditors. The independent auditors report directly to the Committee. Our General Auditor reports directly to the Committee, which is responsible for reviewing his or her performance evaluation and approving his or her compensation.

Under our corporate governance guidelines, Audit Committee members may only serve on three public company audit committees, including PNC’s. We adopted this limit in recognition of our Audit Committee’s responsibilities and time commitment required.

Nominating and Governance Committee. The Nominating and Governance Committee consists entirely of independent directors. When our Board holds its annual organization meeting on April 26, 2011, only independent directors will be appointed to the Committee. The current members are Thomas J. Usher (Chairman), Charles E. Bunch, Anthony A. Massaro, Dennis F. Strigl, and Helge H. Wehmeier.

Our Board most recently approved the charter of the Nominating and Governance Committee on February 9, 2011. The current charter is available on our website at www.pnc.com/corporategovernance.

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The primary purpose of our Nominating and Governance Committee is to assist our Board in promoting the best interests of PNC and its shareholders through the implementation of sound corporate governance principles and practices. The Committee also assists the Board by identifying individuals qualified to become Board members. The Committee recommends to the Board the director nominees for each annual meeting, and may also recommend the appointment of qualified individuals as directors between annual meetings.

In addition to the annual self-evaluation that all committees perform, the Nominating and Governance Committee also oversees the annual evaluation of the performance of the Board and all committees and reports to the Board on the evaluation results. The Nominating and Governance Committee also annually reviews and recommends any changes to the Executive Committee charter.

How We Evaluate Directors and Candidates. At least annually, the Committee assesses the skills, qualification and experience of our Board and decides whether to recommend an incumbent director for re-election. From time to time, the Committee also considers whether to change the composition of our Board.

In evaluating existing directors or new candidates, the Committee assesses the needs of the Board and the qualifications of the individual. Please see the discussion on pages 35-43 for more information on each of our current director nominees.

Our Board must meet SEC, NYSE, and other standards. At least a majority of our directors must satisfy the NYSE independence standards and we require a sufficient number of independent directors to satisfy the membership needs of committees requiring independent directors under applicable rules. Our Audit Committee must include independent, financially literate directors with accounting or related financial management expertise.

Beyond that, the Nominating and Governance Committee expects directors to gain a sound understanding of our strategic vision, our mix of businesses, and our approach to regulatory relations and risk management. The Board must possess a mix of qualities and skills to address the various risks facing PNC. For a discussion of our Board’s oversight of risk, please see the section entitled Risk Committee, which begins on page 19.

In evaluating individual candidates, our Board approved criteria to assist the Committee in its identification of qualified directors. These criteria include:

The Committee has not adopted any specific, minimum qualifications for director candidates. Each year, the Committee assesses our current directors for possible nomination and re-election. In

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doing so, it considers all of the factors listed above. The Committee considers the needs of the Board, the independence of directors from PNC, a director’s meeting attendance and participation, and the value of a director’s contributions to the effectiveness of our Board and its committees.

Although the Board has not adopted a formal policy on diversity, the Committee considers the diversity, age, skills, and experience of directors in the context of the overall needs of the Board. The Committee evaluates diversity in a broad sense, recognizing the benefits of racial and gender diversity, but also considering the breadth of backgrounds, skills, and experiences that directors and candidates may bring to our Board.

How We Identify New Directors. The Nominating and Governance Committee may identify potential directors in a number of ways. The Committee may consider recommendations made by current or former directors or members of executive management. When appropriate, the Committee may retain search firms to identify candidates.

We may also identify potential directors through contacts in the business, civic, academic, legal and non-profit communities. If a shareholder would like to recommend a director for our Board, see Requirements for Director Nominations and Shareholder Proposals, beginning on page 118.

The Committee will meet to consider relevant information regarding a director candidate, in light of the evaluation criteria and needs of our Board. If the Committee does not recommend a candidate for nomination or appointment, or for more evaluation, no further action is taken. The Committee Chairman will later report this decision to the full Board. For shareholder-recommended candidates, the Committee’s secretary will inform the shareholder of the decision and the date of the meeting.

If the Committee decides to recommend a candidate to our Board as a nominee for election at an annual meeting of shareholders or for appointment by our Board, the Committee Chairman will report that decision to the full Board at its next meeting. Before that meeting, each of the other directors will receive the same biographical and other background information about the candidate that the Committee considered.

After allowing for a discussion, the full Board will vote on whether to nominate the candidate for election or appoint the candidate to the Board. The Board may postpone this vote if it needs more information or deliberation, including additional evaluations regarding independence.

Potential candidates may be informally approached by Mr. Usher, as Presiding Director and Committee Chairman, or Mr. Rohr, as Chairman of PNC. As our corporate governance guidelines indicate, invitations to join the Board should come from the Committee Chairman and PNC’s Chairman, jointly acting on behalf of our entire Board.

Personnel and Compensation Committee. The Personnel and Compensation Committee consists entirely of independent directors. The Committee membership satisfies the independence standards established by applicable federal income tax and securities laws, as well as the NYSE corporate governance listing standards. When our Board holds its annual organization meeting on April 26, 2011, only independent directors will be appointed to the Committee. The current members are Dennis F. Strigl (Chairman), Charles E. Bunch, Paul W. Chellgren, Kay Coles James, Richard B. Kelson, and Thomas J. Usher.

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Our Board most recently approved the charter of the Personnel and Compensation Committee on February 9, 2011. The current charter is available on our website at www.pnc.com/corporategovernance.

The Committee’s principal purpose is to discharge our Board’s oversight responsibilities relating to the compensation of our executive officers and other designated employees. The Committee may also evaluate and approve or recommend for approval benefit, incentive compensation, severance, equity-based or other compensation plans, policies, and programs.

Under its charter, the Committee has the authority to obtain advice and assistance from internal or external legal, compensation, accounting, or other advisors. The Committee’s charter provides the Committee with the sole authority to retain and terminate a compensation consultant acting on the Committee’s behalf, and to approve the consultant’s fees and other retention terms with respect to such service to the Committee. The Committee retained an independent compensation consultant in 2010 and prior years. See Role of Compensation Consultants on page 17.

The Committee also reviews the Compensation Discussion and Analysis (CD&A) and recommends to our Board that the CD&A be included in this proxy statement. This recommendation may be found in the Compensation Committee Report on page 83. The CD&A begins on page 63. The Committee reviews the risk impact of our incentive compensation programs and plans. See Compensation and Risk on pages 84-87.

The Committee has responsibility for reviewing and evaluating the development of an executive management succession plan and for reviewing our progress on diversity. The Committee reviews a detailed succession planning report at least annually. The materials typically include a discussion of the individual performance of executive officers as well as succession plans and development initiatives for other high potential employees. These materials provide necessary background and context to the Committee, and give each Committee member a familiarity with the employee’s position, duties, responsibilities, and performance.

The Committee’s Decision Making Process. The Committee meets at least six times a year. Before each meeting, the Committee Chairman reviews the agenda, materials, and issues with members of our management and the Committee’s independent executive compensation consultant, as appropriate. The Committee may invite legal counsel or other external consultants to advise the Committee during meetings and preparatory sessions.

The Committee regularly meets in executive sessions without management present. At each in-person meeting of our full Board, the Committee Chairman presents a report of the items discussed and the actions approved at previous Committee meetings. The Chairman provides these reports during an executive session of the Board. The Committee consults with the non-management and independent directors regarding significant decisions affecting the CEO’s compensation.

The Committee has guidelines for information presented to the Committee. The guidelines contemplate that any major changes in policies or programs be considered over the course of two separate Committee meetings, with any vote occurring at the later meeting. The guidelines also

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describe the recommendations for the content and timing of information being submitted to the Committee. For significant proposals, information presented to the Committee should include, among other things, a written analysis and recommendation by the Committee’s independent consultant, an overview of the internal implications of any proposal or decision, and a summary of related public disclosure. The guidelines also note that the Committee’s independent consultant should present any proposals or other recommendations concerning our CEO’s compensation.

The Committee reviews all of the elements of the compensation programs periodically and adjusts those programs as appropriate. Each year, the Committee makes decisions regarding the amount of annual compensation and equity-based or other longer-term compensation for our executive officers, corporate executive group, and a selected group of other individuals. For the most part, these decisions are made in the first quarter of each year, using historical performance to finalize the terms of awards for prior year performance and forward-looking performance objectives to establish awards for future performance. The Committee reviews aspects of our post-employment compensation programs annually, but does not necessarily adjust them each year.

Delegations of Authority. The Committee has delegated the authority to make certain decisions to various members of management. In particular, the Committee has delegated to the Chief Human Resources Officer the ability to take actions with respect to compensation and benefit plans and arrangements, including the ability to adopt or amend plans and arrangements if the annual GAAP cost is below a certain dollar threshold, to make clarifications and technical changes, and to take actions to implement, administer, interpret or construe plans and arrangements, and to make eligibility determinations.

The Committee has also delegated to the CEO the ability to offer change-in-control agreements within specific parameters to employees. In November 2010, the Committee delegated authority to members of executive management to allow for the determination of equity grants for less senior employees. The Committee also delegated authority to our Chief Human Resources Officer to vest certain equity grants and award restricted stock units to less senior employees.

Management’s Role in Compensation Determinations. Our executive officers, including our CEO and our Chief Human Resources Officer, often review information with the Committee during meetings and may present management’s views or recommendations. The Committee evaluates these recommendations, generally in consultation with a compensation consultant retained by the Committee.

The Committee Chairman typically meets with management and the Committee’s compensation consultant several weeks before each Committee meeting to discuss agenda topics, areas of focus, or outstanding issues. The Committee Chairman generally schedules other meetings with the Committee’s compensation consultant without management present. Occasionally, each Committee member will schedule one-on-one meetings with management to review substantive issues outside of a full Committee meeting.

During Committee meetings, the CEO often reviews corporate and individual performance as part of the compensation discussions, and other members of executive management may be invited to speak to the Committee about specific business performance. The Committee reviews any

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compensation decisions for the Chief Human Resources Officer and CEO in executive session, without either officer present for the discussion of their compensation. Any recommendations for CEO compensation are discussed in executive session, with no members of management present for the discussion.

Role of Compensation Consultants. The Committee has the sole authority to retain and terminate any compensation consultant directly assisting it. The Committee also has the sole authority to approve fees and other engagement terms. The Committee receives comparative compensation data from our management, from proxy statements and other public disclosures, and through surveys and reports prepared by compensation consultants.

McLagan. Under its authority, the Committee retained McLagan, an independent consulting firm, to advise it on executive compensation matters in 2010. In this capacity, McLagan reported directly to the Committee.

In 2010, a representative of McLagan attended all of the in-person and telephonic meetings of the Committee, and met regularly with the Committee without members of management present. McLagan also reviewed meeting agendas. McLagan and members of management assisted the Committee in its review of proposed compensation packages for our executive officers. For the 2010 performance year, McLagan prepared all recommendations for the compensation of the CEO, which were reviewed in executive session without any members of management present. McLagan also prepared competitive pay analyses and other benchmarking reviews for the Committee.

Throughout its tenure, McLagan has also assisted the Committee in its analysis and evaluation of our overall executive compensation program and the structures used to pay our executives. McLagan reviewed information supplied by management and compensation-related surveys and reports. From time to time, McLagan has helped the Committee evaluate compensation programs that are specific to business units.

Although in its most recent annual review of McLagan’s performance the Committee considered McLagan to be independent, the Committee elected to terminate its relationship with McLagan effective February 23, 2011 due to the increased level of fees being paid by PNC to affiliates of McLagan, as described below.

Fees Paid to McLagan and Affiliates. In 2010, PNC paid McLagan $326,328 for Committee-related work. McLagan has also provided limited services directly to our management, due to a particular business or subject matter expertise. McLagan has also provided our management with industry-specific surveys of compensation practices that are not customized for PNC. The Committee has reviewed reports describing the services provided by McLagan to our management, and the associated fees received. In 2010, PNC paid McLagan $233,060 for services provided to management, including surveys, that were not related to Committee work. The Committee believes that providing these limited services to management, primarily informational rather than advisory, has not historically impaired the independence of the advice it received from its compensation consultant.

McLagan is an affiliate of Aon Corporation, a global provider of risk management services, insurance and reinsurance brokerage, and human capital consulting. In 2010, PNC’s management retained Aon to administer various corporate-owned and split-dollar life insurance programs. Aon receives compensation for this administrative work from insurance carriers, at the direction of PNC’s management. In 2010, Aon received $577,286 in commissions for these services. In prior years Aon

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also received fees for other services, primarily related to PNC’s acquisition of National City. At the request of the Committee, PNC eliminated all other services received from Aon in 2010. PNC did not eliminate these insurance administration services, as Aon has desirable subject matter expertise and a long-standing relationship with PNC in this area.

On September 30, 2010, Aon acquired Hewitt Associates, a human resources and benefits consulting firm. Hewitt has provided PNC with significant support services in the human resources area since 2007. Following this acquisition, PNC paid $5,093,621 in fees to Hewitt in the fourth quarter of 2010 and expects to continue to pay a significant amount of fees in the future to Hewitt in connection with continued outsourcing of a variety of human resources services.

Although McLagan does not provide significant services to management of PNC, affiliates of McLagan do provide such services, and it would be impractical or expensive for PNC to find alternate providers. In light of these factors and the substantially increased relationship with the McLagan affiliates resulting from the Hewitt acquisition, the Committee terminated its relationship with McLagan and is currently in the process of selecting a new independent compensation consultant.

Towers Watson and Other Consultants. Our management retains other compensation consultants. It uses Towers Watson, a global professional services firm, as its principal compensation advisor. Towers Watson provides various actuarial and management consulting services to us, including:

Reports prepared by Towers Watson that relate to executive compensation may also be shared with the Committee, and Towers Watson may, from time to time, make presentations to the Committee.

Compensation Committee Interlocks and Insider Participation. None of the current members of the Personnel and Compensation Committee are officers or former officers of PNC or any of our subsidiaries. None of our executive officers served as a member of the compensation committee of another entity one of whose executive officers served as our director or on our Personnel and Compensation Committee. None of our executive officers served as a director of an entity one of whose executive officers served on our Personnel and Compensation Committee. The members of our Personnel and Compensation Committee are listed on page 14.

Certain members of the Personnel and Compensation Committee, their immediate family members, and entities with which they are affiliated, were our customers or had transactions with us (or our subsidiaries) during 2010. Transactions that involved loans or commitments by subsidiary banks were made in the ordinary course of business and on substantially the same terms, including

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interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features.

Please see Director and Executive Officer Relationships—Related Person Transactions Policies and Procedures—Regulation O Policies and Procedures, which begins on page 31, for more information.

Risk Committee. The Board performs its risk oversight function primarily through the Risk Committee. The Risk Committee includes independent and management directors. The current members are Stephen G. Thieke (Chairman), Richard O. Berndt, Bruce C. Lindsay, Anthony A. Massaro, Jane G. Pepper, James E. Rohr, Donald J. Shepard, and Lorene K. Steffes. Mr. Thieke intends to retire from the Board effective as of the annual meeting, and the Board will appoint a new Chairman.

Our Board most recently approved the charter of the Risk Committee on February 10, 2010. The current charter is available on our website at www.pnc.com/corporategovernance.

The Risk Committee’s purpose is to provide oversight of our enterprise-wide risk structure and the processes established to identify, measure, monitor, and manage our credit risk, market risk (including liquidity risk), and operating risk (including technology, operational, compliance, and fiduciary risk).

The Risk Committee periodically reviews management’s strategies and policies for managing these risks. The Committee serves as the primary point of contact between our Board and the management-level committees dealing with strategy and risk management. The Committee is intended to enhance our Board’s oversight and understanding of enterprise-wide risk management activities and effectiveness.

The Committee’s responsibility is one of oversight, and the Committee has no duty to assure compliance with laws and regulations. The Risk Committee receives regular reports on enterprise-wide risk management, credit risk, market and liquidity risk, operating risk, and capital management.

The Risk Committee may also form sub-committees from time to time. It has formed a joint sub-committee with the Audit Committee to provide oversight of the PNC’s implementation efforts related to the framework adopted by the Basel Committee on Banking Supervision.

The Personnel and Compensation Committee reviews the risk components of our incentive compensation plans. For a discussion of the relationship between compensation and risk, please see Compensation and Risk, beginning on page 84.

Board Meetings in 2010

The chart below shows the names of our directors who were serving as directors as of December 31, 2010. The chart also shows each Board committee on which he or she served during 2010, and the number of meetings held. We also identify the chairs of each committee and each director designated by our Board as an “audit committee financial expert,” as defined under SEC regulations.

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There were 12 Board meetings held in 2010. Each director attended at least 75% of the combined total number of meetings of the Board and all committees on which the director served.

Our Board, acting on the recommendation of its Nominating and Governance Committee, has adopted a policy that strongly encourages each director to attend the annual meeting in person, if possible. We remind each director of this policy before the date of the annual meeting. All but one of our directors attended PNC’s 2010 annual meeting of shareholders.

Board Compensation in 2010

Our Board’s Nominating and Governance Committee reviews non-employee director compensation and makes an annual compensation recommendation to the Board. The Committee reviews the annual retainer and meeting fees, committee Chairman and Presiding Director retainers, equity-based grants, and the three compensation plans applicable to non-employee directors. In addition to annual compensation, the committee may approve special compensation to a director for extraordinary service.

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The committee also receives a report from Towers Watson that analyzes the non-employee director compensation program and compares the program to peer group programs. The primary objectives of the committee’s annual review are to confirm continued alignment with business and shareholder interests, evaluate the competitiveness of our director compensation program relative to the peer group, and identify and respond to continued changes in director compensation in light of the competitive environment.

Mr. Rohr receives no additional compensation for serving as a PNC director. All other directors are paid under compensation schedules approved by the Nominating and Governance Committee.

We explain the elements of the 2010 compensation program for non-employee directors below. On April 26, 2011, the Nominating and Governance Committee will conduct its annual compensation review for 2011.

Deferred Compensation Plans. Our non-management directors may choose to defer the compensation they receive from meeting fees and retainers under our Directors Deferred Compensation Plan. Our Outside Directors Deferred Stock Unit Plan provides for automatic deferrals of any stock units that we may award from time to time. For compensation deferred under these plans:

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Director Stock Ownership Requirement. Our Board has adopted a common stock purchase guideline for our non-management directors. Under this guideline, each director must own at least 5,000 shares of PNC common stock (including phantom stock units). Until a director meets this ownership level, he or she must purchase or acquire common stock or stock units that equal at least 25% of the annual retainer for that year. A director may satisfy this requirement through open market purchases, or by deferring compensation into stock units under the Directors Deferred Compensation Plan. As of December 31, 2010, the minimum ownership threshold for directors was valued at $303,600, and all of our directors satisfied the ownership guideline.

Other Director Benefits. We generally limit the benefits that we provide to our directors, but we regularly provide the following:

We may also provide other incidental benefits to our directors from time to time, including tickets to cultural, social, sporting or other events and small gifts for holidays, birthdays, or special occasions. We may also provide travel for directors on corporate aircraft for personal purposes in limited circumstances, such as a family emergency or when a seat is available on a previously scheduled flight. We determine the value of these benefits based on the incremental cost to PNC, as described on page 79, and we include the amount in the “All Other Compensation” column below.

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For the fiscal year 2010, we provided the following compensation to our directors:

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As of December 31, 2010, the non-employee directors listed in the table below had outstanding stock options in the following amounts:

No stock options have been granted to any non-employee director since 2005. None of our non-employee directors had any unvested stock awards as of December 31, 2010.

* Includes the Mercantile Bancshares Corporation Deferred Compensation Plan for Mr. Berndt and Mr. Shepard and the PNC Bank Kentucky, Inc. Directors Deferred Compensation Plan for Mr. Chellgren.

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DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS

This section discusses relationships between PNC (or affiliated entities) and our directors, executive officers, immediate family members, or certain affiliated entities, including transactions that we analyzed to determine the independence of our directors under the NYSE corporate governance listing standards and the guidance adopted by our Board of Directors.

This section describes the NYSE independence standards for directors, our Board-adopted guidance, our Board’s independence determinations, and the policies and procedures we have in place to monitor “related person” transactions.

Director Independence

To be independent, our Board must affirmatively determine that a director does not have a “material relationship” with PNC. A material relationship between a director and PNC could also include a relationship between PNC and an organization affiliated with a director.

NYSE rules describe specific relationships that will always impair independence. The absence of one of these “bright-line” relationships does not mean that a director is automatically independent. The Board must consider all relevant facts and circumstances in determining whether a material relationship exists.

Material relationships that we may consider include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. The ownership of a significant amount of PNC stock, by itself, will not prevent a finding of independence.

The NYSE bright-line independence tests. Each of the following bright-line relationship tests adopted by the NYSE describes circumstances that will automatically impair a director’s independence.

An employee-director of PNC (or a director with an immediate family member who is a PNC executive officer) will not be independent until three years after the employment relationship ends. The other bright-line tests will impair independence if they existed at any time within the past three years.

For more information about the NYSE’s bright-line director independence tests, including the commentary explaining the application of the tests, please go to the NYSE’s website at www.nyse.com.

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Our Board Guidance on Independence. To help assess the existence of a material relationship, our Board has adopted certain guidance, which describes categories of relationships that will not be considered material for independence purposes. If a relationship meets the criteria outlined in this guidance, it will not be deemed to be a material relationship. The Board may affirm a director’s independence, without further analysis of this relationship, provided that the director otherwise meets the NYSE independence tests.

This guidance allows investors to assess the quality of a Board’s independence. Our Board, acting on the recommendation of its Nominating and Governance Committee, has adopted four categories of relationships that will not be material. The Board applied this guidance in determining the independence of the director nominees. The four categories of relationships contained in our Board guidance are described in detail below. This guidance was previously adopted as separate categorical standards of independence, but is now included as part of our Corporate Governance Guidelines, which we post at www.pnc.com/corporategovernance.

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In interpreting this guidance, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home. When interpreting any look-back provisions, the Board need not consider individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or become incapacitated.

We disclose whether all of a director’s relationships with PNC meet our Board adopted guidance. If a director has a relationship that would be deemed non-material under our guidelines for independence, but crosses one of the bright-line independence tests, the bright-line test governs and the director will not be treated as independent.

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Our Board’s Independence Determinations. At its meeting on February 9, 2011, the Board made an independence determination for each of our 15 director nominees. Each nominee currently serves as a director.

In making these determinations, our Board relied on the findings and recommendations made by the Nominating and Governance Committee. The Board considered relevant facts and circumstances when making these determinations, including an evaluation of the relationships described below and on pages 29-30.

Our Board based the independence decisions on information known as of February 9, 2011. The Nominating and Governance Committee and Board will consider any additional relevant information reported throughout the year by our directors that may impact independence.

Non-Independent Directors. Our Board affirmatively determined that Mr. Rohr is the only non-independent director. He meets the NYSE’s bright-line relationship test as an executive officer of PNC.

Independent Directors. Our Board affirmatively determined that each of the directors listed below has no material relationship with PNC under the NYSE corporate governance listing standards. These determinations were based, in part, on an evaluation of the facts and circumstances of relevant relationships in light of PNC’s own independence guidelines. These relationships could include direct relationships or relationships as a partner, shareholder or officer of an organization that has a relationship with PNC. They may also include relationships between directors and immediate family members.

Mr. Kelson’s son and daughter-in-law are partners in law firms that have provided legal services to PNC. The Board did not consider these relationships to be material for the following reasons, among others: neither family member provides or has provided legal services to PNC; neither firm provides legal services that are a material expense to PNC; the services are limited in scope; and Mr. Kelson’s son’s firm did not provide any services to PNC in 2010.

Based on these evaluations, our Board affirmatively determined that each of these directors qualifies as independent under the NYSE’s corporate governance listing standards:

The Board did not affirm Mr. Thieke’s independence as a result of his decision to retire at this year’s annual meeting and not due to any substantive concerns over his independence from PNC.

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Transactions with Directors

This chart reflects relationships between PNC and the director, spouse, or a company or charitable organization of which the director or spouse is a partner, officer, employee, or in which the director or spouse holds a significant ownership position (an affiliated entity). The companies or charitable organizations affiliated with a director do not include entities that have not been affiliated with the director in the last three fiscal years. All of these transactions meet our Board guidance on independence.

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Customer Relationships. We provide financial services to most of our directors. We also provide financial services to some of their immediate family members and affiliated entities. We offer these services in the ordinary course of our business. We provide the services on substantially the same terms and conditions, including price, as we provide to other similarly situated customers.

We also extend credit to some of our directors and their immediate family members and affiliated entities. Federal banking law (Regulation O) governs these extensions of credit. We discuss the impact of Regulation O and our process for managing these extensions on credit on pages 31–32.

Business Relationships. We also enter into other business relationships with entities affiliated with our directors or their immediate family members. These relationships are in the ordinary course of business.

Certain Charitable Contributions. Ms. Pepper was the President of the Pennsylvania Horticultural Society (PHS) until June 1, 2010. Since 1992, PNC has supported the Philadelphia Flower Show, an annual exhibition produced by the PHS. Our annual sponsorship amount does not exceed the dollar thresholds described in our independence guidelines.

Apart from the contribution to the PHS, we make contributions to charitable organizations where our directors serve as directors or trustees, but not as executive officers. We also match charitable contributions made by our directors. We describe this matching gift program on page 22.

Family Relationships

No family relationship exists between any of our directors or executive officers and any of our other directors or executive officers. There are family relationships between executive officers and some of the approximately 50,000 PNC employees. These employees participate in compensation and incentive plans or arrangements on the same basis as other similarly situated employees.

Norma Hajduk, a Senior Vice President and National Sales Manager of a subsidiary of PNC Bank, National Association, is the sister of Timothy G. Shack, Vice Chairman of PNC during 2010. For 2010, she received a base salary of $219,000 and an annual incentive award of $186,440 (paid in 2011). In addition, during 2010, she received 2,000 options and 600 restricted shares of our common stock.

Indemnification and Advancement of Costs

We indemnify directors, officers and, in some cases, employees and agents, against certain liabilities. The covered person may have incurred a liability as a result of service on our behalf or at our request. On behalf of a covered person, we may also advance the costs of certain claims or proceedings. If we advance costs, the person agrees to repay us if it is determined that the person was not entitled to indemnification. The insurance policies we maintain for our directors and executive officers also provide coverage against certain liabilities.

The indemnification provisions, the advancement of costs, and our insurance coverage may provide benefits to our directors and executive officers. During 2010, we advanced costs with respect to pending litigation against us on behalf of two executive officers, including our CEO, who were also named as defendants.

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Related Person Transactions Policies and Procedures

Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics contains several provisions that regulate related person transactions. The Code of Business Conduct and Ethics applies generally to all employees, including executive officers, and to our directors.

Doing Business with PNC. An employee or an immediate family member may want to engage in a business arrangement, such as the sale or lease of property or the provision of services, with PNC. For these transactions, we require prior approval from a supervisor and our Corporate Ethics Office. If a director desires to engage in a business arrangement with PNC, approval is required from a Board committee or the independent directors.

Financial Services to Employees. Our employees and their extended families are encouraged to use PNC for their personal financial services. Any services must be provided on the same terms as are available to the general public, all employees in a market or business, or all similarly situated employees.

Transacting PNC Business. We prohibit directors and employees from transacting business on behalf of PNC with a supplier or customer in which the director, employee, or extended family member has a significant personal or financial interest. We also prohibit directors and employees from transacting business on behalf of PNC with respect to their own accounts, extended family member accounts, or accounts for anyone whose close relationship may reasonably be viewed as creating a conflict of interest. Our phrase “extended family member” is similar to the SEC’s definition of “immediate family member” in Item 404(a) of Regulation S-K. We have established procedures in certain of our businesses to permit employees to transact business with family members, subject to appropriate oversight and compliance with applicable laws and regulations, including Regulation O.

We employ relatives of executive officers and may employ relatives of directors, in some cases under circumstances that constitute related person transactions. See Family Relationships on page 30. We track the employment and compensation of relatives of executive officers and directors. We have policies that restrict special treatment in the hiring or compensation of a relative of an executive officer or director. Our employment of a director’s relative would be a factor in the determination of the director’s independence under NYSE rules and our own adopted guidelines for director independence. See Director and Executive Officer Relationships—Director Independence, which begins on page 25.

Under the Code of Business Conduct and Ethics, employees may generally request waivers or exceptions from our Corporate Ethics Office. In the case of directors and executive officers, any proposed waiver or exception must be approved by both the Corporate Ethics Office and the Audit Committee. In 2010, no directors or executive officers requested an exemption under any of the provisions described above.

Regulation O Policies and Procedures. We design policies and procedures to help ensure our compliance with Regulation O. This regulation imposes various conditions on a bank’s extension of credit to directors and executive officers. Any extensions of credit must comply with our own Regulation O policies and procedures. This includes a separate review by our designated Regulation O credit officer. A director can only meet our guidelines for independence for extensions of credit if the credit complied with Regulation O at the time PNC extended it.

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Our Regulation O policies and procedures require:

Our subsidiary bank, PNC Bank, National Association, designates a Regulation O Credit Officer to review extensions of credit to determine our compliance with these policies. If an extension of credit would result in an aggregate credit extension of more than $500,000, the bank’s Board of Directors must approve it. The bank’s Board of Directors receives a report of all extensions of credit made to executive officers under Regulation O.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who own more than ten percent of a registered class of our equity securities to file with us, the SEC and the NYSE initial reports of ownership and reports in changes in ownership of any PNC equity securities. Effective March 31, 2010, Anthony A. Massaro, a non-employee director, received a cash distribution in connection with a prior election made under our Directors Deferred Compensation Plan. Due to an administrative error on our part, we did not process the information regarding the distribution on a timely basis so that the Form 4 filing due on April 2, 2010 was not made until April 5, 2010. In making this statement, we have relied in part on the written representations of our current non-employee directors and our current and certain former executive officers and on copies of the reports provided to us.

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The table below shows the common stock ownership of our directors and officers. We include beneficial ownership of common stock as of February 11, 2011 for each director, each executive officer named in the Summary Compensation Table on page 88, and all directors and executive officers as a group. Unless we otherwise note, each person exercises sole voting and investment power over these shares of common stock.

We determine the number of shares in the Common Stock Ownership column as beneficially owned by each director and executive officer pursuant to SEC regulations. This information does not necessarily indicate beneficial ownership for any other purpose. Beneficial ownership includes any shares of common stock as to which the individual has sole or shared voting power or investment power. We also include any shares of common stock that the individual has the right to acquire within 60 days of February 11, 2011 through the exercise of any option, warrant or right.

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* As of February 11, 2011, there were 525,697,376 shares of PNC common stock issued and outstanding. The number of shares of common stock held by each individual is less than 1% of the outstanding shares of common stock; the total number of shares of common stock held by the group is approximately 1.3% of the class. If employee or director stock options were exercisable within 60 days of February 11, 2011, we added those numbers to the total of shares issued and outstanding. No director or executive officer beneficially owns shares of PNC preferred stock.