(state or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of any series of PNC’s preferred stock to elect directors under specified circumstances, a majority of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors.

A majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election.

Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director’s election.

In a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. The 2009 By-Laws define a contested election and how one shall be determined.

If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors.

The Nominating and Governance Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken.

The Board of Directors shall act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results.

The Nominating and Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant.

The director who tenders his or her resignation shall not participate in the recommendation of the Nominating and Governance Committee or the decision of the Board of Directors with respect to his or her resignation.

If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

If a director’s resignation is accepted by the Board of Directors pursuant to this By-Law, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board of Directors pursuant to the provisions of the 2009 By-Laws.

2005 By-Laws

2009 By-Laws

(1) Pursuant to PNC’s notice of meeting;

(2) By or at the direction of a majority of the Board of Directors;

(3) By the presiding officer;

(4) By one or more shareholders in accordance with applicable rules of the SEC and the provisions of the by-laws.

(1) Pursuant to PNC’s notice of meeting;

(2) By or at the direction of a majority of the Board of Directors;

(3) By one or more PNC shareholders.

Be a shareholder of record at the time notice is given and at the time of the annual meeting;

Be entitled to vote at the meeting; and

Comply with the notice and other procedures set forth in the 2009 By-Laws as to such business or nomination.

The 2009 By-Laws note that this clause shall be the exclusive means for a shareholder to make nominations or submit other business before an annual meeting of shareholders, other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and included in PNC’s notice of meeting.

2005 By-Laws

2009 By-Laws

(1) Not later than 90 days prior to the annual meeting (unless we have stated a different date in our most recent proxy materials); or

(2) If the annual meeting is to be held on a date other than the fourth Tuesday in April, the close of business on the 10^th date following the first public disclosure of the date of such meeting.

(1) Not earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the preceding year’s annual meeting; or

(2) If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, timely notice means that notice must be delivered not earlier than the close of business on the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90^th day prior to the date of such annual meeting, or, if the first public announcement of the date of such meeting is less than 100 days prior to the date of such annual meeting, the 10^th day following the day on which public announcement of the date of such meeting is first made by PNC.

2005 By-Laws

2009 By-Laws

(1) The name and address of the shareholder or beneficial owner;

(2) The class and number of PNC securities which are owned of record and beneficially by such shareholder and such beneficial owner; and

(1) The name and address of the shareholder, any beneficial owner, and any affiliates or associates;

(2) The class or series and number of shares of PNC which are, directly or indirectly, owned beneficially and of record by the shareholder, beneficial owner, affiliates or associates;

(3) Disclosure of any indirect, derivative, convertible, synthetic, or other right related to any class or series of shares of PNC, or any stock borrowings, dividend rights, or proxy or other voting arrangements, or other direct or indirect interests as enumerated in the 2009 By-Laws;

(4) Disclosure of any information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

(1) The name and address of the person to be nominated;

(2) A description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder;

(3) Such other information regarding the nominee as would be required to be included in proxy materials filed under applicable rules of the Securities and Exchange Commission had the nominee been nominated by the Board of Directors; and

(4) The written consent of the nominee to serve as a director of PNC, if so elected.

(1) The information set forth above with respect to all notices;

(2) All information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(3) A description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships as enumerated in the 2009 By-Laws;

(4) A completed and signed questionnaire, representation and agreement as enumerated in the 2009 By-Laws; and

(5) Such other information as may reasonably be required by PNC to determine the eligibility of such proposed nominee to serve as an independent director of PNC or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(1) The information set forth above with respect to all notices;

(2) A brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business;

(3) The text of the proposal or business (including the text of any resolutions proposed for consideration); and

(4) A description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder.

2005 By-Laws

2009 By-Laws

Special meetings of the shareholders may be called, at any time, by:

(1) The Board of Directors;

(2) The Chairman of the Board;

(3) The President; or

(4) A Vice Chairman of the Board.

Special meetings of the shareholders may be called, at any time, by:

(1) The Chairman of the Board; or

(2) The majority of the total number of directors that PNC would have if there were no vacancies (the “Whole Board”).

The only business to be conducted at a special meeting of shareholders is business brought before the meeting:

(1) Pursuant to PNC’s notice of such meeting;

(2) By the presiding officer; or

(3) By or at the direction of a majority of the Board of Directors.

The only business to be conducted at a special meeting of shareholders is business brought before the meeting:

(1) Pursuant to PNC’s notice of such meeting;

(2) By or at the direction of a majority of the Whole Board.

is a shareholder of record at the time of giving of notice provided for in the 2009 By-Laws and will be such at the time of the special meeting;

is entitled to vote at the meeting; and

complies with the notice and other procedures set forth in the 2009 By-Laws as to such nomination.

Business brought before a meeting must be of a proper subject for actions by shareholders under applicable law and must not, if implemented, cause PNC to violate any state, federal or foreign law or regulation;

No person may be appointed, nominated or elected as a PNC director unless such person would be able to serve as a director without conflicting with any state, federal or foreign law or regulation applicable to PNC;

Only persons nominated in accordance with the procedures set forth in the 2009 By-Laws shall be eligible to serve as directors;

Only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in the 2009 By-Laws;

The Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in the 2009 By-Laws and, if any proposed nomination or business is not in compliance, to declare that such defective proposal or nomination shall be disregarded; and

A shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in the 2009 By-Laws; provided, however, that any references in the 2009 By-Laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.1 or Section 2.2.

2005 By-Laws

2009 By-Laws

Special meetings of the Board of Directors may be called by:

(1) The Chairman of the Board;

(2) The Chief Executive Officer;

(3) The President;

(4) Any Vice Chairman; or

(5) The written request of any three directors.

Special meetings of the Board of Directors may be called by:

(1) The Chairman of the Board;

(2) The Chief Executive Officer;

(3) The written request of a majority of the Board of Directors then in office.

A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with the By-Laws.

A person must deliver (in accordance with the applicable time periods prescribed for delivery of notice) to PNC a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made; and

A person must deliver a written representation and agreement that such person:

is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a PNC director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to PNC or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a PNC director, with such person’s fiduciary duties under applicable law;

is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than PNC with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to PNC;

in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a PNC director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of PNC; and

will abide by the requirements of Article III, Section 11 of the 2009 By-Laws relating to the procedure for election of directors and the required vote.

/s/ Samuel R. Patterson

Number

Description

Method of Filing

3.2