X0306 4 2016-02-10 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 2016-02-10 4 A 0 24687 0.00 A 90763 D $5 Par Common Stock 2016-02-10 4 F 0 11269 82.48 D 79494 D On February 10, 2016, 24,687 shares of PNC common stock vested after the Personnel and Compensation Committee approved a payout of 109.78% based on performance against established criteria of previously granted incentive performance units to the reporting person. The grant was made on February 14, 2013 and expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Subject to the Committee's discretion, the reporting person is eligible to receive shares of PNC common stock (if PNC meets specified performance criteria up to the target level) and/or cash (if performance criteria exceeds the target level). Represents shares withheld to cover the reporting person's tax liability in connection with the incentive performance unit opportunity awarded on February 10, 2016 and granted on February 14, 2013. See attached footnotes page. Rachel L. Smydo, Attorney-in-Fact for Michael P. Lyons 2016-02-12