THE PNC FINANCIAL SERVICES GROUP, INC. AND AFFILIATES DEFERRED COMPENSATION 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 the amount of 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 Deferral 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 deferral elections made before January 1, 1996, which pre-1996 deferrals will be accounted for separately from Deferral Amounts for and after 1996, (ii) amounts, other than pre-1996 deferrals, which were deferred under the Plan prior to January 1, 2005, and which will be accounted for separately from pre-1996 deferrals and from amounts deferred on or after January 1, 2005, (iii) amounts, other than pre-1996 deferrals, which were deferred under the Plan prior to January 1, 2005 but vested after December 31, 2004, and which will be accounted for separately from pre-1996 deferrals and from amounts deferred on or after January 1, 2005; and (iv) 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 Section 409A of the Internal Revenue Code or otherwise, including without limitation amounts included in this Plan as the result of the mergers of the Mercantile Plan and the Sterling Plan into this Plan. The Participant’s Account will also include any amounts deferred that are subject to restrictions and the possibility of forfeiture under the terms of any Annual Cash Incentive Award made under any incentive plan.

1.2

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

1.3

“Annual Cash Incentive Award” means: (a) any incentive award or portion of an incentive award payable in cash, 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.

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 Personnel and Compensation Committee of the Board.

1.8

“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.

1.9

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

1.10

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

1.11

“Deferral Amount” means the amount credited to the Participant’s Account in accordance with the Participant’s Deferral Election less any amounts transferred to the SISP. The term “Deferral Amount” will not include any gains or losses credited or debited thereto.

1.12

“Deferral Election” means the Participant’s irrevocable election to defer all or any portion of any Eligible Annual Cash Incentive Award otherwise payable to a Participant by timely delivery to the Plan Manager of a Deferral Election Form.

1.13

“Deferral Election Form” means a document, in a form or forms approved by the Plan Manager, including electronic, whereby the Participant elects to defer up to all or a portion of any Annual Cash Incentive Award otherwise payable to the Participant and designates when payment of the portion of the Participant’s Account attributable to such Deferral Amount, including earnings thereon, will commence and the form of payment. In the case of a Severance Agreement Amount, Deferral Election shall mean an election to defer the same portion of the Severance Agreement Amount with the same payment distribution elections as the Participant had elected on a timely delivered Deferral Election Form with respect to any Section 1.3(a) or Section 1.3(b) bonus for the referenced year. Such Deferral Election and Deferral Election Form shall apply to the Severance Agreement Amount notwithstanding that Participant had incurred a Severance from Service at the time the Severance Agreement Amount would be made absent the Deferral Election and that such payment amount is provided pursuant to a Severance Agreement rather than pursuant to a participating incentive plan.

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. The definition of Disability contained in the Plan shall have no impact or effect on any determination regarding disability made under any other employee benefit plan of the Employer.

1.15

“Distribution Date” means the next regular pay following the annual payment date designated by the Participant on the Participant’s Deferral Election Form for all distributions, except for distributions on account of Hardship. The Participant may designate January 15 or July 15 as the applicable annual Distribution Date.

1.16

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

1.17

“Employee” means any person employed by an Employer.

1.18

“Employer” means the Corporation and any Affiliate that has been designated by the Plan Manager as an Employer hereunder and listed in Schedule A hereto.

1.19

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

1.20

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

1.21

“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.

1.22

“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.

1.23

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

1.24

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

1.25

“Mercantile Plan” means the Mercantile Bankshares Corporation Deferred Compensation Plan, which was merged into this Plan effective September 15, 2007.

1.26

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

1.27

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

1.28

“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.

1.29

“Plan” means The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation Plan, which is the Plan set forth in this document, as amended from time to time.

1.30

“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.

1.31

“Retirement” means the Participant’s Severance from Service at any time and for any reason (other than death, termination for cause, or termination in connection with a divestiture of assets or of one or more subsidiaries of the Corporation) on or after the first day of the first month after a Participant has attained age 55 and completed five years of Vesting Service. For those account balances merged into the Plan from the Mercantile Plan, as provided in Section 13.11 of the Plan, “Retirement” is to be defined as such term was defined in the Mercantile Plan. For those account balances merged into the Plan from the Sterling Plan, as provided in Section 13.11 of the Plan, “Retirement” is to be defined as such term was defined in the Sterling Plan.

1.32

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

1.33

“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.

1.34

“Severance Agreement” means any Change of Control Employment Agreement or similar agreement between the Corporation and an executive of the Corporation that provides for the application of a deferral election with respect to an annual bonus for the year immediately prior to the year in which termination of the executive’s employment occurs to certain amounts otherwise payable as a prior year bonus under such agreement.

1.35

“Severance Agreement Amount” means any amount otherwise payable to the Participant under a Severance Agreement as an annual bonus for the year immediately prior to the year in which the Participant’s Severance from Service occurs, where the Participant had previously made a timely irrevocable Deferral Election with respect to any portion of Participant’s annual bonus, if any, for that same prior year.

1.36

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

1.37

“SISP” means The PNC Financial Services Group, Inc. Supplemental Incentive Savings Plan, adopted as of January 1, 1989, and as it may be amended from time to time.

1.38

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

1.39

“Sterling Plan” means the Sterling Financial Corporation Deferred Compensation Plan.

1.40

“Trust” means the grantor trust established by the Corporation to as