THE PNC FINANCIAL SERVICES GROUP, INC. SUPPLEMENTAL INCENTIVE SAVINGS PLAN

1.1

“Account” means the bookkeeping account established for each Participant who is entitled to a benefit under the Plan. An Account is established only for purposes of determining benefits hereunder and not to segregate assets or to identify assets that may or must be used to satisfy benefits. An Account will be credited with the amounts set forth in section 3 of the Plan and will be credited or debited to reflect deemed investment results under section 5 of the Plan. The Participant’s Account will also include (i) amounts deferred under the Plan prior to January 1, 2005 which were vested on December 31, 2004, which will be accounted for separately from amounts deferred on or after January 1, 2005 or amounts deferred prior to that date which vested on or after January 1, 2005, and (ii) amounts representing accounts merged into this Plan from a prior deferred compensation plan, to the extent separate accounting is determined by the Committee or its delegate to be necessary in order to ensure compliance with Code Section 409A of the Code or otherwise.

1.2

“Affiliate” means any business entity whose relationship with the Corporation is described in subsection (b), (c) or (m) of Section 414 of the Internal Revenue Code.

1.3

“Annual Incentive Award” means (a) any incentive award, including incentive awards otherwise payable in the form of the Corporation’s stock or restricted stock units, granted to the Participant under an incentive plan designated by the Plan Manager as participating; (b) any other cash bonus or incentive compensation payment that may be designated by the Plan Manager as eligible for deferral hereunder; and (c) any Severance Agreement Amount as defined in the Deferred Compensation Plan.

1.4

“Beneficiary” or “Beneficiaries” means the individual or individuals designated by the Participant to receive the balance of the Participant’s Account upon the Participant’s death in accordance with section 6 of the Plan.

1.5

“Board” means the Board of Directors of the Corporation.

1.6

“Change in Control” means a change of control of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirement; provided, however, that without limitation, a Change in Control will be deemed to have occurred if:

(a)

any Person, excluding employee benefits plans of the Corporation and its subsidiaries, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities; provided, however, that such an acquisition of beneficial ownership representing between 20% and 40%, inclusive, of such voting power will not be considered a Change in Control if the Board approves such acquisition either prior to or immediately after its occurrence;

(b)

the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation (a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction that results in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the combined voting power immediately after such Fundamental Transaction of (i) the Corporation’s outstanding securities, (ii) the surviving entity’s outstanding securities, or (iii) in the case of a division, the outstanding securities of each entity resulting from the division;

(c)

the shareholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets;

(d)

as a result of a proxy contest, individuals who prior to the conclusion thereof constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s shareholders in connection with such proxy contest was approved by a vote of at least two-thirds of the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied);

(e)

during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied); or

(f)

the Board determines that a Change in Control has occurred.

1.7

“Committee” means the committee appointed to administer the ISP.

1.8

“Compensation” shall mean the compensation or earnings with respect to which Employer Basic Contributions, Matching Contributions and Elective Deferrals are made under the ISP or RSP, as applicable, determined without regard to any applicable limit under Internal Revenue Code Section 401(a)(17).

1.9

“Compensation Threshold” for a year means the amount of compensation designated under Internal Revenue Code Section 414(q)(1)(B) for such year by the Internal Revenue Service.

1.10

“Corporate Executive Group” means the group designated as such by the Corporation (or any successor group thereto).

1.11

“Corporation” means The PNC Financial Services Group, Inc. and any successors thereto.

1.12

“Deferral Election Form” means the document, in a form or forms approved by the Plan Manager (including electronic), whereby a Participant elects to defer a percentage of his or her Compensation. Such percentage may range from 1% to 20% of Compensation per pay period.

1.13

“Deferred Compensation Plan” means The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation Plan as amended from time to time.

1.14

“Disability” means, except as may otherwise be required by Internal Revenue Code Section 409A, that a Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving (and has received for at least three months) income replacement benefits under any Corporation-sponsored disability benefit plan. A Participant who has been determined to be eligible for Social Security disability benefits shall be presumed to have a Disability as defined herein.

1.15

“Eligible Annual Incentive Award” means: (A) in the case of a participant in the ISP, the amount of a Participant’s Annual Incentive Award, up to the greater of (i) $25,000 or (ii) 50% of the Annual Incentive Award provided, however, that for a Participant who is not a member of the Corporate Executive Group, the Eligible Annual Incentive Award may not exceed $250,000; and (B) in the case of a participant in the RSP, 100% of any Annual Incentive Award.

1.16

“Elective Contributions” means the amount contributed by the Employee under Section 3.2 of the Plan.

1.17

“Employee” means any person employed by an Employer.

1.18

“Employer” means the Corporation and any Affiliate that has been designated to participate in the ISP or RSP.

1.19

“Employer Basic Contributions” means the amount contributed by the Employer under Section 3.2 of the Plan.

1.20

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.21

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.22

“Hardship” means an unforeseeable emergency that is a severe financial hardship to a Participant resulting from: (i) an illness or accident of the Participant, the Spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Internal Revenue Code Section 152, without regard to Internal Revenue Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); (2) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Withdrawals of amounts because of such unforeseeable emergency will only be permitted to the extent reasonably necessary to satisfy the unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such unforeseeable emergency is or may be relieved:

(a)

through reimbursement or compensation by insurance or otherwise; or

(b)

by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause financial hardship.

1.23

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Internal Revenue Code shall be deemed to include any regulation, ruling, or other guidance issued thereunder by the Department of the Treasury or the Internal Revenue Service.

1.24

“ISP” means The PNC Financial Services Group, Inc. Incentive Savings Plan as amended from time to time.

1.25

“Matching Contributions” has the meaning assigned to such term in the ISP or, as applicable, the RSP.

1.26

“Participant” means an Employee who meets the eligibility criteria set forth in section 2 of the Plan and/or has an Account under the Plan.

1.27

“Person” has the meaning given in Section 3(a)(9) of the Exchange Act and also includes any syndicate or group deemed to be a person under Section 13(d)(3) of the Exchange Act.

1.28

“Plan” means The PNC Financial Services Group, Inc. Supplemental Incentive Savings Plan, which is the Plan set forth in this document, as amended from time to time.

1.29

“Plan Manager” means any individual designated by the Committee to manage the operation of the Plan as herein provided or to whom the Committee has duly delegated any of its duties and obligations hereunder.

1.30

“RSP” means the PNC Global Investment Servicing Retirement Savings Plan, as adopted by the Corporation effective July 1, 2004 and as may be amended from time to time.

1.31

“Separation From Service” means separation from service within the meaning of Section 409A of the Internal Revenue Code. For purposes of this definition, a Participant shall be deemed to have a Separation from Service on the date on which he and the Employer reasonably anticipate that no further services would be performed after such date or that the level of bona fide services he would perform after such date would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of employment if less than 36 months). Notwithstanding the above, no Separation from Service shall be deemed to occur while the Participant is on military leave, sick leave or other bona fide leave of absence until the latest of (i) six months after commencement of the leave, other than for a Disability, (ii) 29 months after commencement of leave as the result of a Disability, or (iii) the date on which the Participant ceases to have a legally protected right to reemployment under an applicable statute or by contract.

1.32

“Severance From Service” means the Participant’s Separation from Service with The PNC Financial Services Group, Inc. and all of its Affiliates.

1.33

“Spouse” means the person to whom the Participant is legally married (as determined under the laws of the state in which the Participant is a resident at the time of marriage).

1.34

“Trust” means the grantor trust established by the Corporation to assist in funding its obligations under the Plan.

3.1

Deferral Election Form