S-8 POS

As filed with the Securities and Exchange Commission on December 31, 2008
Registration No. 333-25867

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1

TO FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

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

One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(Address, including zip code, of registrant’s principal executive offices)

The PNC Financial Services Group, Inc.
Employee Stock Purchase Plan
(Full title of the plan)

Richard J. Johnson
Chief Financial Officer
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(412) 762-2000
(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

EXPLANATORY STATEMENT

     A total of 4,000,000 shares of common stock, par value $5.00 per share, of The PNC Financial Services Group, Inc. (“PNC”) were registered under this Registration Statement in connection with the PNC Bank Corp. Employee Stock Purchase Plan, as amended and restated effective February 20, 1997 (the “1997 Plan”). On November 12, 2008, the Personnel and Compensation Committee of the Board of Directors of PNC approved The PNC Financial Services Group, Inc. Employee Stock Purchase Plan, as amended and restated effective as of January 1, 2009 (the “2009 Plan”), which replaces the 1997 Plan. The 2009 Plan will be presented to the shareholders of PNC for approval at the next annual meeting of the shareholders of PNC. The 1997 Plan was, and the 2009 Plan is, each intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended from time. No further offers or sales of PNC’s Common Stock will be made under the 1997 Plan. Of the 4,000,000 shares of PNC’s Common Stock previously registered under this Registration statement, 1,239,371 shares remain unsold and, pursuant to Instruction E to Form S-8 and the interpretation of the staff of the Securities and Exchange Commission set forth in section G.89 of the Division of Corporation Finance Manual of Publicly-Available Telephone Interpretations, are carried forward to, and deemed covered by the Registration Statement on Form S-8 being filed by PNC in connection with the 2009 Plan.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, December 31, 2008.

THE PNC FINANCIAL SERVICES GROUP, INC.
By:	*
	Samuel R. Patterson
	Controller

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
*	Chairman, Chief Executive Officer and	December 31, 2008
James E. Rohr	Director (Principal Executive Officer)
*	Chief Financial Officer (Principal	December 31, 2008
Richard J. Johnson	Financial Officer)

*	Controller (Principal Accounting Officer)	December 31, 2008
Samuel R. Patterson
*	Director	December 31, 2008
Richard O. Berndt
*	Director	December 31, 2008
Charles E. Bunch
*	Director	December 31, 2008
Paul W. Chellgren
*	Director	December 31, 2008
Robert N. Clay
*	Director	December 31, 2008
George A. Davidson, Jr.
*	Director	December 31, 2008
Kay Coles James
*	Director	December 31, 2008
Richard B. Kelson
*	Director	December 31, 2008
Bruce C. Lindsay
*	Director	December 31, 2008
Anthony A. Massaro

*	Director	December 31, 2008
Jane G. Pepper
*	Director	December 31, 2008
Donald Shepard
*	Director	December 31, 2008
Lorene K. Steffes
*	Director	December 31, 2008
Dennis F. Strigl
*	Director	December 31, 2008
Stephen G. Thieke
*	Director	December 31, 2008
Thomas J. Usher
*	Director	December 31, 2008
George H. Walls, Jr.
*	Director	December 31, 2008
Helge H. Wehmeier

*By:	/s/ George P. Long, III
	George P. Long, III, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith

EXHIBIT INDEX

Exhibit 4.3	PNC Bank Corp. Employee Stock Purchase Plan, as amended and restated February 20, 1997	Previously filed
Exhibit 5	Opinion of Melanie S. Cibik, Esquire, Senior Counsel to PNC	Previously filed
Exhibit 23.1	Consent of Ernst & Young, former independent auditors of PNC	Previously filed
Exhibit 23.2	Consent of Melanie S. Cibik, Esquire, Senior Counsel to PNC, contained in the opinion referenced in Exhibit 5	Previously filed
Exhibit 24.1	Power of Attorney	Filed herewith

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

The PNC Financial Services Group, Inc.

Each of the undersigned directors and/or officers of The PNC Financial Services Group, Inc. (“PNC”), a Pennsylvania corporation, hereby names, constitutes and appoints Richard J. Johnson, Samuel R. Patterson, Karen M. Barrett, and George P. Long, III, and each of them individually, with full power to act without the others and with full power of substitution and resubstitution, the undersigned’s true and lawful attorney-in-fact and agent to execute for the undersigned and in his or her name, place and stead, in any and all capacities, one or more Registration Statements on Form S-8 (or other appropriate form) to be filed for the offering and/or sale of shares of PNC common stock in connection with the plans set forth on Exhibit A hereto, and any successor plan or plans, and any and all amendments (including post-effective amendments) to such registration statement or statements, and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulating body, hereby granting to said attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as the undersigned might or could do in person;

And each of the undersigned hereby ratifies and confirms all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof.

IN WITNESS WHEREOF, the following persons have duly signed this Power of Attorney as of this 31st day of December, 2008.

Name/Signature	Capacity
/s/ James E. Rohr James E. Rohr	Chairman, Chief Executive Officer (Principal Executive Officer) and Director
/s/ Richard J. Johnson Richard J. Johnson	Chief Financial Officer (Principal Financial Officer)
/s/ Samuel R. Patterson Samuel R. Patterson	Controller (Principal Accounting Officer)
/s/ Richard O. Berndt Richard O. Berndt	Director
/s/ Charles E. Bunch Charles E. Bunch	Director
/s/ Paul W. Chellgren Paul W. Chellgren	Director

/s/ Robert N. Clay Robert N. Clay	Director
/s/ George A. Davidson, Jr. George A. Davidson, Jr.	Director
/s/ Kay Coles James Kay Coles James	Director
/s/ Richard B. Kelson Richard B. Kelson	Director
/s/ Bruce C. Lindsay Bruce C. Lindsay	Director
/s/ Anthony A. Massaro Anthony A. Massaro	Director
/s/ Jane G. Pepper Jane G. Pepper	Director
/s/ Donald J. Shepard Donald J. Shepard	Director
/s/ Lorene K. Steffes Lorene K. Steffes	Director
/s/ Dennis F. Strigl Dennis F. Strigl	Director
/s/ Stephen G. Thieke Stephen G. Thieke	Director
/s/ Thomas J. Usher Thomas J. Usher	Director
/s/ George H. Walls, Jr. George H. Walls, Jr.	Director
/s/ Helge H. Wehmeier Helge H. Wehmeier	Director