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PNC FINANCIAL SERVICES GROUP, INC. Director's Dealing 2018

Jan 4, 2018

29908_dirs_2018-01-04_d3bd642e-83b1-41ca-9e83-29545af13b74.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2018-01-02

Reporting Person: Cheshire Marjorie Rodgers (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-01-02 Phantom Stock Unit $ A 104 Acquired $5 Par Common Stock (104) Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Unit $ $5 Par Common Stock (3186) 3186 Indirect
Deferred Stock Unit $ $5 Par Common Stock (1209) 1209 Direct

Footnotes

F1: One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") Common Stock. Phantom
stock units will be settled in cash upon distribution to the reporting person and generally do not expire.

F2: Includes an aggregate of 8 Phantom Stock Units acquired by the reporting person as dividend equivalents under the PNC Deferred
Compensation Plan subsequent to the date of the reporting person's most recent filing on Form 4.

F3: Includes an aggregate of 17 Phantom Stock Units acquired by the reporting person as dividend equivalents under the PNC Outside Directors
Deferred Stock Unit Plan subsequent to the date of the reporting person's most recent filing on Form 4.

F4: Deferred stock unit ("DSU") granted pursuant to The PNC Financial Services Group, Inc. ("PNC") Directors Deferred Stock Unit Program (the
"Program") under PNC's 2016 Incentive Award Plan. Each DSU represents the right to receive at retirement a share of PNC Common Stock (a
"Share") or in limited circumstances cash equal to the fair market value of one Share on the payment determination date, pursuant to the terms
of the Program.

F5: Includes an aggregate of 6 Stock Units acquired by the reporting person as dividend equivalents under the PNC Directors Stock Unit Program subsequent to the date of the reporting person's most recent filing on Form 4.