5.02(e).

New Annual Potential Award Payout Schedule for Previously Granted 2007 and 2008 Incentive Performance Units Solely to Reflect Increase in Size of Peer Group

Currently, certain of our executives, including all of the "Named Executive Officers" listed in our proxy statement for our 2009 annual meeting of shareholders, have incentive performance units granted in 2007 and 2008. Each of these grants has a three-year performance period.

As described in more detail in our proxy statement, for an executive to receive payment under these long-term grants, PNC must achieve certain performance goals over the performance period. For each of the three years, we compare our earnings per share growth and our return on average common shareholders' equity to our peer group, with the potential amount payable dependent on our ranking in the peer group for each metric in each year. The Board's Personnel and Compensation Committee sets the peer group annually.

The Committee approved the same peer group of 11 companies for 2007 and 2008. On February 12, 2009, the Committee modified the peer group going forward to reflect the dramatic reshaping of our industry and PNC's significant growth. The 2009 peer group contains 13 companies.

At a meeting held on April 8, 2009, the Committee approved a new schedule for 2009 to be used in calculating performance under the 2007 and 2008 incentive performance unit grants. This schedule will be used for the third and final year of the performance period for the 2007 grants and for the second year of the performance period for the 2008 grants.

The Committee approved these changes in light of the new peer group composition. By increasing the peer group to 13 companies, the net gain of two peers alters the median peer position (from #6 to #7) and requires an adjustment to the sliding scale of potential payout percentages.

                      2007 and 2008 Schedule                    2009 Schedule
                       Ranking        Payout                   Ranking   Payout
           Maximum        1                200 %    Maximum       1         200 %
                          2                180 %                  2         183 %
                          3                160 %                  3         167 %
                          4                140 %                  4         150 %
                          5                120 %                  5         133 %
                                                                  6         117 %
           Median         6                100 %    Median        7         100 %

                          7                 80 %                  8          80 %
                          8                 60 %                  9          60 %
                          9                 40 %                 10          40 %
                                                                 11           0 %
                         10                  0 %                 12           0 %
           Minimum       11                  0 %    Minimum      13           0 %

The Committee believed that median performance should remain at 100% and that the payout for performance above the median should continue to increase evenly. The Committee also believed that payout for performance below the median should decrease in 20% increments. To reflect the larger peer group, the Committee also approved an additional 0% payout percentage.

Consistent with the design of this compensation program and the approach taken with respect to prior years, the Committee agreed that the 2009 Schedule would also interpolate results to arrive at a final annual potential payout percentage for EPS growth or ROCE. In other words, the final percentage will depend on our performance relative to the peers ranked immediately above and below us.