8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 24, 2008

Date of Report (Date of earliest event reported)

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-09718

Pennsylvania	25-1435979
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

(Address of principal executive offices, including zip code)

(412) 762-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

PNC to Acquire National City

On October 24, 2008, The PNC Financial Services Group, Inc. (“PNC”) issued a press release and held a conference call with investors regarding PNC’s Agreement and Plan of Merger with National City Corporation (“National City”). PNC also provided electronic presentation slides on its web site used in connection with the related investor conference call. Copies of PNC’s press release and electronic presentation slides are included in this Report as Exhibits 99.1 and 99.2, respectively, and are filed herewith.

PNC to Participate in TARP Capital Purchase Program

Also on October 24, 2008, PNC announced it will participate in the U.S. Department of the Treasury’s TARP Capital Purchase Program. PNC plans to issue to the U.S. Treasury $7.7 billion of preferred stock and related warrants to purchase shares of common stock of PNC in accordance with the terms of the TARP Capital Purchase Program, subject to standard closing conditions. A portion of the $7.7 billion amount assumes the consummation of the acquisition of National City. Funds from this sale will count as Tier 1 capital. The U.S. Treasury’s term sheet describing the TARP Capital Purchase Program is available on the U.S. Treasury’s website at http://www.ustreas.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed on the Exhibit Index accompanying this Form 8-K are filed herewith.

- 2 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant)
Date: October 24, 2008	By:	/s/ Samuel R. Patterson
		Samuel R. Patterson Controller

- 3 -

EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Press Release dated October 24, 2008	Filed herewith
99.2	Electronic presentation slides for investor conference call	Filed herewith

- 4 -

EX-99.1

Exhibit 99.1

PNC CONTACTS:	NATIONAL CITY CONTACTS:
MEDIA: Brian Goerke (412) 762-4550 corporate.communications@pnc.com	MEDIA: Kristen Baird Adams (216) 222-8202 Kristen.BairdAdams@nationalcity.com
INVESTORS: William H. Callihan (412) 762-8257 investor.relations@pnc.com	INVESTORS: Jill Hennessey (216) 222-9253 investor.relations@nationalcity.com

PNC TO ACQUIRE NATIONAL CITY

Merger will create fifth largest U.S. banking deposit franchise

PNC to further strengthen capital position

PITTSBURGH, Oct. 24, 2008 – The PNC Financial Services Group, Inc. (NYSE: PNC) and National City Corporation (NYSE: NCC) today announced that they have signed a definitive agreement for PNC to acquire National City for $2.23 per share, or an aggregate fixed amount of approximately $5.2 billion in PNC stock. Additionally $384 million of cash is payable to certain warrant holders. Total consideration approximates National City’s market capitalization as of the close of business on October 23, 2008. National City shareholders will be entitled to 0.0392 share of PNC common stock for each share of National City.

PNC plans to issue to the U.S. Treasury $7.7 billion of preferred stock and related warrants under the TARP Capital Purchase Program subject to standard closing requirements. The U.S. Treasury Department approval of PNC’s participation enables PNC to further strengthen its capital position, resulting in an estimated pro forma Tier 1 capital ratio for the combined company of approximately 10 percent.

“The acquisition of National City will increase our core deposit base to $180 billion, making PNC the fifth largest U.S. bank by deposits. At a time when core funding is key, we see our deposit strength as an important success factor. Upon closing the transaction, we will implement our successful business model and execute our strategies for managing risk, achieving cost efficiencies and growing high-quality revenue streams,” said James E. Rohr, chairman and chief executive officer of PNC. “We believe this strategic combination will continue PNC’s efforts to build capital strength and shareholder value. We are also gratified that we have been selected to participate in Treasury’s Capital Purchase Program, which has helped to put this transaction on a very solid footing.”

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PNC To Acquire National City – Page 2

The transaction has an estimated internal rate of return to PNC of more than 15 percent and is expected to be accretive to PNC’s earnings in the second year. PNC’s fair value adjustments and provisions for future losses of National City’s current loan portfolio will bring the cumulative impairment of these loans to approximately 17.5 percent. PNC will continue to liquidate non-core and impaired loans.

“The combined company will have greater scale and scope, enhancing service to our customers and communities and providing greater opportunities for our employees. This transaction is about two companies that fit well together in terms of geography, products and services,” said Peter E. Raskind, chairman, president and chief executive officer of National City.

Upon closing the transaction, Raskind will be appointed a PNC vice chairman, and one National City director will join the board of the combined company.

In addition to ranking fifth nationally in deposits, the combination with National City is expected to place PNC fourth among U.S. banks in number of branches. It will give PNC the No. 1 deposit share position in Pennsylvania, Ohio and Kentucky and will rank the company No. 2 in Indiana and Maryland.

PNC expects to incur merger and integration costs of approximately $2.3 billion. The transaction is expected to result in the reduction of approximately $1.2 billion of noninterest expense through the elimination of operational and administrative redundancies.

Under terms of the agreement, PNC will acquire all outstanding shares of common stock of National City in a stock-for-stock transaction, which has been approved by the Boards of Directors of both companies. In connection with the transaction, National City has issued to PNC an option to acquire 19.9 percent of National City’s common stock that becomes exercisable under certain specified circumstances. Corsair Capital LLC, which owns approximately 7.8 percent of outstanding National City common shares, has agreed to vote all National City common shares it owns in favor of the deal and otherwise support the transaction. After closing, PNC intends to merge National City’s banking affiliates into PNC Bank and they will assume the PNC Bank name. The merged entity will have its headquarters in Pittsburgh.

Based on PNC’s closing NYSE stock price of $56.88 on October 23, 2008, the transaction values each share of National City’s common stock at $2.23. The aggregate consideration is composed of a fixed number of approximately 92 million shares of PNC common stock. Additionally $384 million of cash is payable to certain warrant holders.

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PNC To Acquire National City – Page 3

The transaction is currently anticipated to close by Dec. 31, 2008. The merger is subject to customary closing conditions, including both PNC and National City shareholders and regulatory approvals. Citigroup Global Markets Inc., JPMorgan Securities, Inc. and Sandler O’Neill + Partners, L.P. acted as financial advisers to PNC, and Wachtell, Lipton, Rosen & Katz acted as its legal adviser. Goldman Sachs acted as financial adviser to National City and Sullivan & Cromwell LLP acted as its legal adviser, and Cravath, Swaine & Moore LLP acted as legal adviser to the Board of Directors of National City.

CONFERENCE CALL AND SUPPLEMENTARY INFORMATION

Rohr and Chief Financial Officer Richard J. Johnson will hold a conference call for investors at 10:00 a.m. Eastern Time today regarding the announcement of the acquisition. Investors should call 5 to 10 minutes before the start of the conference call at 800-990-2718 or 706-643-0187 (international). The related presentation slides to accompany the conference call remarks may be found at www.pnc.com/investorevents. A taped replay of the call will be available for one week at 800-642-1687 and 706-645-9291 (international), conference ID 70844287. In addition, Internet access to the call (listen only) and to the presentation slides will be available at www.pnc.com/investorevents. A replay of the webcast will be available on PNC’s Web site for 30 days.

The conference call may include a discussion of non-GAAP financial measures, which, to the extent not so qualified during the conference call, is qualified by GAAP reconciliation information that will be made available on PNC’s Web site under “About PNC - Investor Relations.” The conference call may include forward-looking information, which along with the presentation slides and this news release, is subject to the cautionary statements that follow.

National City Corporation, headquartered in Cleveland, Ohio, is one of the nation’s largest financial holding companies. The company operates through an extensive banking network primarily in Ohio, Florida, Illinois, Indiana, Kentucky, Michigan, Missouri, Pennsylvania, and Wisconsin and also serves customers in selected markets nationally. Its core businesses include commercial and retail banking, mortgage financing and servicing, consumer finance and asset management. For more information about National City, visit the company’s Web site at nationalcity.com.

The PNC Financial Services Group, Inc. (www.pnc.com) is one of the nation’s largest diversified financial services organizations providing retail and business banking; specialized services for corporations and government, including corporate banking, real estate finance and asset-based lending; wealth management; asset management and global fund services.

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PNC To Acquire National City – Page 4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements regarding our outlook or expectations with respect to the planned acquisition of National City Corporation (National City), the expected costs to be incurred in connection with the acquisition, National City’s future performance and consequences of its integration into PNC, and the impact of the transaction on PNC’s future performance.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. The forward-looking statements in this press release speak only as of the date of the press release, and each of PNC and National City assumes no duty, and does not undertake, to update them. Actual results or future events could differ, possibly materially, from those that we anticipated in these forward-looking statements.

These forward-looking statements are subject to the principal risks and uncertainties applicable to the respective businesses of PNC and National City generally that are disclosed in the 2007 Form 10-K and in current year Form 10-Qs and 8-Ks of PNC and National City (accessible on the SEC’s Web site at www.sec.gov and on PNC’s Web site at www.pnc.com and on National City’s Web site at www.nationalcity.com, respectively). In addition, forward-looking statements in this press release are subject to the following risks and uncertainties related both to the acquisition transaction itself and to the integration of the acquired business into PNC after closing:

Completion of the transaction is dependent on, among other things, receipt of regulatory and shareholder approvals, the timing of which cannot be predicted with precision at this point and which may not be received at all. The impact of the completion of the transaction on PNC’s financial statements will be affected by the timing of the transaction, including in particular the ability to complete the acquisition in the fourth quarter of 2008.

The transaction may be substantially more expensive to complete (including the integration of National City’s businesses) and the anticipated benefits, including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events.

Our ability to achieve anticipated results from this transaction is dependent on the state of the economic and financial markets going forward, which have been under significant stress recently. Specifically, we may incur more credit losses from National City’s loan portfolio than expected. Other issues related to achieving anticipated financial results include the possibility that deposit attrition may be greater than expected. Litigation and governmental investigations currently pending against National City, as well as others that may be filed as a result of this transaction or otherwise, could impact the timing or realization of anticipated benefits to PNC.

The integration of National City’s business and operations into PNC, which will include conversion of National City’s different systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to National City’s or PNC’s existing businesses. PNC’s ability to integrate National City successfully may be adversely affected by the fact that this transaction will result in PNC entering several markets where PNC does not currently have any meaningful retail presence.

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PNC To Acquire National City – Page 5

ADDITIONAL INFORMATION ABOUT THE PNC/NATIONAL CITY CORPORATION TRANSACTION

The PNC Financial Services Group, Inc. and National City Corporation will be filing a joint proxy statement/prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the “SEC”). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors will be able to obtain these documents free of charge at the SEC’s Web site (www.sec.gov). In addition, documents filed with the SEC by The PNC Financial Services Group, Inc. will be available free of charge from Shareholder Relations at (800) 843-2206. Documents filed with the SEC by National City Corporation will be available free of charge from National City by contacting Investor Relations at (800) 622-4204.

The directors, executive officers, and certain other members of management and employees of National City are participants in the solicitation of proxies in favor of the merger from the shareholders of National City. Information about the directors and executive officers of National City is included in the proxy statement for its 2008 annual meeting of shareholders, which was filed with the SEC on March 7, 2008. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement for National City’s September 15, 2008 special meeting of shareholders, which was filed with the SEC on August 4, 2008. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

The directors, executive officers, and certain other members of management and employees of PNC are participants in the solicitation of proxies in favor of the merger from the shareholders of PNC. Information about the directors and executive officers of PNC is included in the proxy statement for its 2008 annual meeting of shareholders, which was filed with the SEC on March 28, 2008. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

# # #

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EX-99.2

Investor Presentation

Acquisition of National City Corporation

October 24, 2008

Exhibit 99.2

2

Cautionary Statement Regarding Forward-Looking

Information

This

presentation

contains

forward-looking

statements

regarding

our

outlook

or

expectations

with

respect

to

the

planned

acquisition

of

National

City

Corporation

(National

City),

the

expected

costs

to

be

incurred

in

connection

with

the

acquisition,

National

City’s

future

performance

and

consequences

of

its

integration

into

PNC,

and

the

impact

of

the

transaction

on

PNC's

future

performance.

Forward-looking

statements

are

subject

to

numerous

assumptions,

risks

and

uncertainties,

which

change

over

time.

The

forward-

looking

statements

in

this

presentation

speak

only

as

of

the

date

of

the

presentation,

and

each

of

PNC

and

National

City

assumes

no

duty,

and

does

not

undertake,

to

update

them.

Actual

results

or

future

events

could

differ,

possibly

materially,

from

those

that

we

anticipated

in

these

forward-looking

statements.

These

forward-looking

statements

are

subject

to

the

principal

risks

and

uncertainties

applicable

to

the

respective

businesses

of

PNC

and

National

City

generally

that

are

disclosed

in

the

2007

Form

10-K

and

in

current

year

Form

10-Qs

and

8-Ks

of

PNC

and

National

City

(accessible

on

the

SEC's

Web

site

at

www.sec.gov

and

on

PNC's

Web

site

at

www.pnc.com

and

on

National

City's

Web

site

at

www.nationalcity.com,

respectively).

In

addition,

forward-looking

statements

in

this

presentation

are

subject

to

the

following

risks

and

uncertainties

related

both

to

the

acquisition

transaction

itself

and

to

the

integration

of

the

acquired

business

into

PNC

after

closing:

•

Completion

of

the

transaction

is

dependent

on,

among

other

things,

receipt

of

regulatory

and

shareholder

approvals,

the

timing

of

which

cannot

be

predicted

with

precision

at

this

point

and

which

may

not

be

received

at

all.

The

impact

of

the

completion

of

the

transaction

on

PNC's

financial

statements

will

be

affected

by

the

timing

of

the

transaction,

including

in

particular

the

ability

to

complete

the

acquisition

in

the

fourth

quarter

of

2008.

•

The

transaction

may

be

substantially

more

expensive

to

complete

(including

the

integration

of

National

City's

businesses)

and

the

anticipated

benefits,

including

anticipated

cost

savings

and

strategic

gains,

may

be

significantly

harder

or

take

longer

to

achieve

than

expected

or

may

not

be

achieved

in

their

entirety

as

a

result

of

unexpected

factors

or

events.

•

Our

ability

to

achieve

anticipated

results

from

this

transaction

is

dependent

on

the

state

of

the

economic

and

financial

markets

going

forward,

which

have

been

under

significant

stress

recently.

Specifically,

we

may

incur

more

credit

losses

from

National

City’s

loan

portfolio

than

expected.

Other

issues

related

to

achieving

anticipated

financial

results

include

the

possibility

that 

deposit

attrition

may

be

greater

than

expected.

Litigation

and

governmental

investigations

currently

pending

against

National

City,

as

well

as

others

that

may

be

filed

as

a

result

of

this

transaction

or

otherwise,

could

impact

the

timing

or

realization

of

anticipated

benefits

to

PNC.

•

The

integration

of

National

City's

business

and

operations

into

PNC,

which

will

include

conversion

of

National

City's

different

systems

and

procedures,

may

take

longer

than

anticipated

or

be

more

costly

than

anticipated

or

have

unanticipated

adverse

results

relating

to

National

City's

or

PNC's

existing

businesses.

PNC's

ability

to

integrate

National

City

successfully

may

be

adversely

affected

by

the

fact

that

this

transaction

will

result

in

PNC

entering

several

markets

where

PNC

does

not

currently

have

any

meaningful

retail

presence.

3

Overview

Fixed exchange ratio

-

Total

consideration

of

$5.6

billion

(which

approximates

National

City’s

market

capitalization

as

of

the

close

of

business

on

October

23,

2008),

fixed

number

of

approximately 92 million PNC shares

-

0.0392 PNC shares for each National City share

-

$2.23 per National City share ;  a $384 million cash payment for

warrants

(1) As of October 23, 2008 based on PNC closing price of $56.88 per share and 2.036 billion NCC common shares outstanding plus 305 million Ratchet shares.

PNC

to

acquire

100%

of

National

City

resulting

in

5

largest

U.S.

deposit

franchise

-

Financially compelling structure

-

Approved for $7.7 billion of TARP preferred stock, resulting in post acquisition Tier 1

Capital ratio of approximately 10%

-

Due diligence complete

-

Regulatory and shareholder approval required; anticipated closing by December 31, 2008

Leverage PNC’s successful business model, technology and execution capabilities

Transaction Highlights

Key Terms

$1.2 billion annual expense reduction, 10% of combined expense base

Merger and integration costs of $2.3 billion, including a $1.8 billion conforming credit

allowance adjustment

Accretive to earnings in year 2, estimated IRR 15%+

Estimated Impact Assessment

th

1

1

4

1

Bank of America/Merrill Lynch

$720

2

Wells Fargo/Wachovia

711

3

JP Morgan/Washington Mutual

649

4

Citigroup

224

5

Proforma PNC

180

6

US Bancorp

128

7

SunTrust

116

-

National City

98

8

Royal Bank of Scotland

95

9

Regions

87

10

BB&T

86

-

PNC

82

1

Wells Fargo/Wachovia

6,779

2

Bank of America/Merrill Lynch

6,208

3

JP Morgan/Washington Mutual

5,462

4

Proforma PNC

2,747

5

US Bancorp

2,611

6

Regions

1,939

7

SunTrust

1,774

8

Royal Bank of Scotland

1,639

-

National City

1,570

9

BB&T

1,496

10

Fifth Third

1,357

-

PNC

1,177

A Leader in Deposits and Distribution

U.S. Branch Rank (#)

U.S. Deposit Rank ($)

Source:  SNL Financial, Branch data as of October 23, 2008; deposit data as of June 30, 2008; proforma for announced acquisitions.

5

A Broad Distribution Network

5

8%

$11.9B

270

MI

4

9%

$2.5B

47

DE

4

4%

$14.4B

187

IL

$17.8B

$2.5B

$8.7B

$9.6B

$8.0B

$36.9B

$56.8B

Deposits

Combined

8%

11%

10%

10%

13%

16%

22%

Share

4

3

2

2

1

1

1

Rank

330

NJ

29

DC

185

IN

202

MD

172

KY

464

OH

617

PA

Branches

PNC branches

NCC branches

Total Branches

2,747

Source:  SNL Financial, Branch data as of October 23, 2008; deposit data as of June 30, 2008.

6

Implementing the PNC Business Model

Commitment to a moderate

risk profile

Ability to grow high quality,

diverse revenue streams

Focus on continuous

improvement

Disciplined approach to

capital management

Strong execution

Exit non-core portfolios and

liquidate low return asset classes

Leverage PNC’s sales culture and

product capabilities

Capture expense synergies and

rationalize cost structure (One PNC)

Instill risk-adjusted return culture at

transaction level

Leverage proven ability to

implement the model as with past

transactions (Riggs, Mercantile)

PNC Model

Action Plan

7

National City Loan Portfolio Assessment

17.5%

$19.9

$113.4

Total Loans

Est. lifetime losses, market

value and other adjustments¹

Balance

(billions)

6.1%

49.0%

60.9%

27.9%

47.1%

52.5%

43.5%

12.0%

8.5%

0.1

11.0

2.2

0.6

1.0

5.3

2.0

4.0

$4.7

2.1

Total Other Loans

22.5

Total Impaired/Liquidating Portfolio

3.5

Commercial Construction –

Residential

2.3

Rec Finance/Indirect Auto

2.2

Conforming Mortgage Construction

10.0

Home Equity Indirect

4.5

Non-conforming Mortgage

33.3

Total Consumer

$55.4

Total Commercial

Loan balances as of August 31, 2008.  (1) To be included in purchase accounting or post acquisition financial results over time.

8

PNC Has Demonstrated Success Integrating Balance

Sheets into Our Model

3Q07

3Q08

Checking Relationships

(thousands)

286

298

3Q07

3Q08

Average Loans

(billions)

$12.4

$11.6

3Q07

3Q08

Average Deposits

(billions)

$12.0

$10.4

Instilling the PNC Model

-

Reduce higher risk

credit exposure

-

Reduce non-

relationship based,

high cost deposit

balances

-

At the same time,

grow relationships

Former Mercantile Market

9

Capital Impact

3.5%

3.6%

Tangible common equity

Assets

10.0%

8.2%

Tier 1 risk-based

$20B

$9B

$24B

$242B

$271B

$281B

Proforma

$14B

Total common equity

Ratios

$5B

Tangible common equity

$10B

Tier 1 capital

Capital

$118B

Risk weighted assets

$137B

Tangible assets

$146B

Total assets

09/30/08

PNC

Gives affect to both the acquisition and the inclusion of TARP preferred stock.

10

Summary

Creates a leading deposit banking franchise

Financially compelling transaction

Application of PNC’s established and 

successful business model

Proven track record of successful execution

11

The

PNC

Financial

Services

Group,

Inc.

and

National

City

Corporation

will

be

filing

a

joint

proxy

statement/prospectus

and

other

relevant

documents

concerning

the

merger

with

the

United

States

Securities

and

Exchange

Commission

(the

"SEC").

WE

URGE

INVESTORS

TO

READ

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

AND

ANY

OTHER

DOCUMENTS

TO

BE

FILED

WITH

THE

SEC

IN

CONNECTION

WITH

THE

MERGER

OR

INCORPORATED

BY

REFERENCE

IN

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION.

Investors

will

be

able

to

obtain

these

documents

free

of

charge

at

the

SEC's

Web

site

(www.sec.gov).

In

addition,

documents

filed

with

the

SEC

by

The

PNC

Financial

Services

Group,

Inc.

will

be

available

free

of

charge

from

Shareholder

Relations

at

(800)

843-2206.

Documents

filed

with

the

SEC

by

National

City

Corporation

will

be

available

free

of

charge

from

National

City

by

contacting

Investor

Relations

at

(800)

622-

4204.

The

directors,

executive

officers,

and

certain

other

members

of

management

and

employees

of

National

City

are

participants

in

the

solicitation

of

proxies

in

favor

of

the

merger

from

the

shareholders

of

National

City.

Information

about

the

directors

and

executive

officers

of

National

City

is

included

in

the

proxy

statement

for

its

2008

annual

meeting

of

shareholders,

which

was

filed

with

the

SEC

on

March

7,

2008.

Additional

information

regarding

the

participants

in

the

proxy

solicitation

and

a

description

of

their

direct

and

indirect

interests,

by

security

holdings

or

otherwise,

is

contained

in

the

proxy

statement

for

National

City's

September

15,

2008

special

meeting

of

shareholders,

which

was

filed

with

the

SEC

on

August

4,

2008.

Additional

information

regarding

the

interests

of

such

participants

will

be

included

in

the

joint

proxy

statement/prospectus

and

the

other

relevant

documents

filed

with

the

SEC

when

they

become

available.

The

directors,

executive

officers,

and

certain

other

members

of

management

and

employees

of

PNC

are

participants

in

the

solicitation

of

proxies

in

favor

of

the

merger

from

the

shareholders

of

PNC.

Information

about

the

directors

and

executive

officers

of

PNC

is

included

in

the

proxy

statement

for

its

2008

annual

meeting

of

shareholders,

which

was

filed

with

the

SEC

on

March

28,

2008.

Additional

information

regarding

the

interests

of

such

participants

will

be

included

in

the

joint

proxy

statement/prospectus

and

the

other

relevant

documents

filed

with

the

SEC

when

they

become

available.

Additional Information About The PNC/National City

Corporation Transaction