Board Justification

PNC's compensation philosophy for the CEO in 2011 focused on aligning executive compensation with long-term shareholder value creation, paying for performance, and encouraging the focus on the long-term success of PNC while discouraging excessive risk-taking. The compensation structure was designed to reward measurable financial achievements and qualitative strategic objectives.

Board Justification

The annual incentive award for 2011 performance was paid entirely in cash, reflecting the company's solid financial performance amidst a challenging environment. The bonus was determined based on a target of $6,500,000, with the actual payout being $6,825,000, which included the cash portion of $2,010,000.

Board Justification

This includes the dollar value of matching contributions made by PNC to the ISP, net insurance premiums paid in connection with the Key Executive Equity Program, executive long-term disability premiums, and dividends accrued on salary paid in stock units.

Board Justification

The vested stock includes shares of restricted stock granted previously, as well as the total units approved for payout in connection with previously granted incentive performance unit opportunities. These units paid out in shares for the target amount and cash for the amount above target.