X0306 4 2016-02-07 0 0000713676 PNC FINANCIAL SERVICES GROUP, INC. PNC 0001534574 Lyons Michael P. THE TOWER AT PNC PLAZA 300 FIFTH AVENUE PITTSBURGH PA 15222-2707 0 1 0 0 Executive Vice President $5 Par Common Stock 2016-02-07 4 A 0 7258 0.00 A 68521 D $5 Par Common Stock 2016-02-07 4 F 0 2445 83.05 D 66076 D On February 7, 2016, 7258 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 28, 2016 of a payout 106.81% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 7, 2012 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out if at all, in shares of PNC Common Stock with any accrued dividend equivalents being paid out cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC's total shareholder return for the prior fiscal year. Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 7, 2016 and granted on February 7, 2012. See attached footnotes page. Rachel L. Smydo, Attorney-in-Fact for Michael P. Lyons 2016-02-09