On May 14, 2009, The PNC Financial Services Group, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with Morgan Stanley & Co. Incorporated ("Morgan Stanley"), pursuant to which the Company may issue and sell, from time to time, through Morgan Stanley as the Company's sales agent, up to 15,000,000 shares of its common stock, par value $5.00 per share ("Common Stock"). This offering is part of PNC's efforts to increase the common shareholders' equity component of Tier 1 capital pursuant to the requirements of the Supervisory Capital Assessment Program conducted by the Board of Governors of the Federal Reserve System.

Sales of shares of Common Stock pursuant to the Agreement, if any, may be sold on the New York Stock Exchange or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.

Shares of Common Stock sold pursuant to the Agreement will be issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the "Commission") on May 14, 2009, to the accompanying prospectus filed with the Commission on January 10, 2007, as part of the Company's Registration Statement on Form S-3ASR (File No. 333-139912) (the "Registration Statement"). Prospective investors should read the prospectus supplement and all documents incorporated therein. The Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company's Registration Statement and are incorporated therein by reference.

(d) Exhibits.

The following exhibits are filed herewith:

 Number                         Description                           Method of Filing
   5.1       Opinion of George P. Long, III regarding the         Filed herewith.
             validity of the Common Stock, dated May 14, 2009

  23.1       Consent of George P. Long, III                       Included in Exhibit 5.1.

  99.1       Equity Distribution Agreement, dated May 14, 2009,   Filed herewith.
             between The PNC Financial Services Group, Inc. and
             Morgan Stanley & Co. Incorporated

  99.2       Press Release, dated May 14 2009                     Filed herewith.