pnc incentive savings plan (isp) 401(k) - hewitt · see pages 22-24 for important information about...

PNC Incentive Savings Plan (ISP) 401(k) Summary Plan Description Effective Jan. 1, 2017, Updated Jan. 1, 2018

See pages 22-24 for important information about the claims and appeals procedures

under the ISP 401(k), including information about the statute of limitations applicable to claims for benefits and legal actions.

Incentive Savings Plan SPD | Updated Jan. 1, 2018 2

INCENTIVE SAVINGS PLAN

INTRODUCTION This booklet is the Summary Plan Description (SPD) of The PNC Financial Services Group, Inc. Incentive Savings Plan (ISP) 401(k) or Plan, and reflects the terms of the Plan effective Jan. 1, 2017 and updated Jan. 1, 2018. An SPD is intended to summarize the features of a plan in clear, understandable and informal language for participants. It’s important to review the entire SPD because if you take parts out of context, you may not have a complete or accurate understanding of the ISP 401(k).

The ISP 401(k) is very detailed, and not every rule that may apply to you can be summarized here. This SPD applies to general situations and may not apply to your particular circumstances. Full details of the ISP 401(k) can be found in the official Plan document. If there is a conflict between this SPD and the Plan document, the Plan document will control. This SPD was prepared for eligible employees who are active participants in the ISP 401(k) on and after Jan. 1, 2017. If your employment ended before that date, or if you accrued a benefit under a prior employer’s plan that was merged into the ISP 401(k), different provisions may apply to you.

Nobody speaking on behalf of the ISP 401(k) or the employer can alter the terms of the ISP 401(k). Neither this SPD nor the Plan document creates a contract of employment between the employer and any employee. PNC, as Plan Sponsor, reserves the right to amend or terminate the ISP 401(k) in its discretion at any time.

Resources For You

If you have questions about the ISP 401(k) or would like to request a printed copy of the SPD or the Plan document, call the HR Service Center at 877-968-7762, option 1. Representatives are available from 9 a.m. to 5 p.m. ET weekdays.

However, please keep in mind that only the Plan Administrator or its delegate is authorized to make determinations regarding eligibility for benefits under the Plan.

Online access: To access your ISP 401(k) account, make any changes to your contribution percentage or investments, or use the retirement planning tools, visit the applicable website:

! Current employees: Go to Pathfinder, the HR portal, from the PNC Intranet or directly to www.pncpathfinder.com. Expand the Retirement & Investments panel and choose the appropriate button.

! Employees on a long-term leave, former employees and beneficiaries: Go to Your PNC at www.yourpnc.com. (Your user ID and password are required.)

Both websites are available 24 hours a day Monday – Saturday and after 1 p.m. ET Sunday.



TABLE OF CONTENTS INTRODUCTION 2 Resources for You 2

OVERVIEW 4 ELIGIBILITY 4 Salaried Employees 4 Hourly Employees 4 Employees Who are Not Eligible 4 Eligibility if You are Rehired 4

ENROLLMENT 5 Automatic Enrollment 5 Salaried Employees 5 Hourly Employees 5 How to Enroll 5 Naming a Beneficiary 5 CONTRIBUTIONS 6 Your Elective Contributions 6 The Difference Between Pretax and Roth Contributions 6 Automatic Enrollment Contributions 6 Automatic Increase Option 7 Catch-Up Contributions 7 IRS Limits 7 Definition of Compensation 7 Changing Your Contribution Percentage 8 In-Plan Roth Conversion 8 PNC Matching Contributions 8 Minimum Matching Contribution 8 Annual True-up Matching Contribution 9 Rollover Contributions 9 VESTING 9 Vesting Service 10 Break in Service 10 Special Situations 10 Forfeitures 11 INVESTING YOUR ACCOUNT BALANCE 11 The ISP 401(k) Investment Funds 11 Making Your Investment Elections 11 If You Don’t Make Investment Elections 12 Changing Your Investment Choices 12 Professional Investment Advice 12 How to Access 13 Fees 13 PNC Stock Fund 13 PNC Stock Fund Dividend Election 13 Review Your Account Regularly 14 Rebalancing Your Account 14 Transfer Restrictions 14

Restricted Employees and PNC Insider Trading Rules 14 Risks 14 WITHDRAWALS 15 After-Tax/Prior Profit-Sharing Withdrawals 15 Rollover Account Withdrawals 15 Age 59½ Withdrawals 15 Age 59½ Withdrawals if You Have a Roth Account 15 Hardship Withdrawals 16 The Amount You Can Withdraw 16 Restrictions After a Hardship Withdrawal 16

TAKING A LOAN 17 The Amount You Can Borrow 17 Requesting a Loan 17 Number of Outstanding Loans Permitted 17 Repaying Your Loan with Interest 18 Default 18 If You Leave PNC 18 RECEIVING A DISTRIBUTION 18 When You Can Receive a Distribution 18 If Your Account Balance Is $5,000 or More 18 If Your Account Balance Is Less than $5,000 19 Electing a Rollover 19 If You Die 19 Qualified Military Service 20 Returning to Work After Benefits Start 20 TAXES AND WITHHOLDING 20 Paying Taxes on Your ISP 401(k) Accounts (non-Roth) 20 In-Kind Distribution of PNC Common Stock 21 Paying Taxes on Roth Accounts 21

LIMITATIONS ON BENEFITS 21 Non-Discrimination Requirements 21 BENEFIT CLAIMS 22 Filing a Claim 22 Claims Appeal Process 22 Legal Actions, Venue and Statute of Limitations 23 ADMINISTRATIVE AND LEGAL INFORMATION 24 YOUR RIGHTS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (ERISA) 26



OVERVIEW Set up as a 401(k) plan, the Incentive Savings Plan (ISP) 401(k) makes it easy to save for your future. ! Your elective contributions are conveniently

deducted from your pay. ! You can save with pretax or Roth (after-tax)

dollars. ! Once you meet the eligibility requirements

for the company match, PNC matches your elective contributions dollar-for-dollar on the first 4 percent of your eligible compensation you contribute each pay period.

! You choose to invest among a wide variety of professionally managed investment funds.

! You do not pay taxes on your investment earnings, if any, until you withdraw from your account.

! You can make additional pretax catch-up contributions if you will be at least age 50 by the end of the applicable year.

ELIGIBILITY Eligible employees of PNC and its participating affiliates (collectively referred to as the employer) can participate in the ISP 401(k) by making elective contributions. The eligibility requirements are described below. Note: Once you meet the eligibility requirements, you are also subject to the automatic enrollment rules described on page 5.

Salaried Employees If you are a salaried employee (including a reduced schedule professional, or RSP) of the employer, you are eligible to enroll in the ISP 401(k) immediately upon being hired, and your elective contributions begin as soon as administratively possible.

Hourly Employees If you are an hourly employee of the employer, you are eligible to enroll in the ISP 401(k) effective the first of the month after the day that coincides with or follows your completion of one year of service; that is, 1,000 or more hours of service (as defined below) during the 12-month period beginning on your first day of employment with the employer.

If you don’t complete 1,000 hours of service in your first 12 months, you become eligible to participate the first day of the calendar year after you have completed one year of service and have worked at least 1,000 hours.

Your elective contributions begin as soon as administratively possible after you meet the service requirement and enroll.

How hours of service are calculated: An hour of service is an hour for which you are paid or entitled to be paid by the employer. Hours of service also include hours for which you are awarded back pay. An hour of service is counted only once, and an hour for which you receive more than straight time pay is still only one hour of service under the ISP 401(k).

Employees Who are Not Eligible You are not eligible to participate in the ISP 401(k) if you are: ! a leased employee, intern, temporary employee

or an independent contractor; ! covered by a collective bargaining agreement,

unless the agreement provides for your participation in the ISP 401(k);

! an employee who is not paid through PNC’s U.S. payroll system;

! receiving only a pension or severance pay from the employer; or

! a director of the employer who is not an officer or otherwise an employee of the employer.

Eligibility if You are Rehired If you are eligible to participate in the ISP 401(k), stop working for the employer and are later rehired, you can begin contributing to the ISP 401(k) as soon as administratively possible after your rehire date.

Regardless of your participation status when your employment ended, if you are rehired you must complete six months of service after your rehire date to be eligible to receive PNC matching contributions.



ENROLLMENT Automatic Enrollment Salaried Employees If you are hired as a salaried employee on or after Jan. 1, 2015, you will be automatically enrolled in the ISP 401(k) unless you actively elect to opt out within 30 days of your hire date.

Contributions will start with the first pay cycle that begins after the 30-day active election window.

Hourly Employees If you become newly eligible to participate in the ISP 401(k), or if you are rehired in 2015 or after and were previously eligible to participate in the ISP 401(k), you will be automatically enrolled in the ISP 401(k). If you don’t want to participate in the ISP 401(k), you must actively elect to opt out within 30 days after the date you become eligible (see Hourly Employees and Eligibility if You Are Rehired on page 4).

Contributions will start with the first pay cycle beginning after the 30-day active election window.

How to Enroll Once eligible (as described on page 4), you can also choose to actively enroll in the ISP 401(k) in one of two ways:

! Go to Pathfinder from the PNC Intranet or directly to www.pncpathfinder.com. Expand the Retirement & Investments panel and choose the appropriate button.

! Call the HR Service Center at 877-968-7762, option 1. Representatives are available from 9 a.m. to 5 p.m. ET weekdays.

Your election will be processed as soon as administratively possible.

Naming a Beneficiary Upon enrollment in the ISP 401(k), you should name a beneficiary to receive your ISP 401(k) account balance if you die before the balance has been paid out.

If you are married, federal law states that your spouse is your beneficiary. If you designate someone other than your spouse as your beneficiary, a Beneficiary Authorization form will automatically be generated and mailed to your home address on file. You must complete the form, have your spouse’s signature notarized and return it to the HR Service Center.

Note: If your spouse is your designated beneficiary and you and your spouse divorce, your spouse will automatically be removed as your beneficiary effective the date of the divorce. Your designated contingent beneficiaries will automatically become your beneficiaries, unless you make a different election. If you did not designate contingent beneficiaries and you do not make a new beneficiary election, your ISP 401(k) account will be paid as though you did not name a beneficiary, as described on page 6. If you wish to designate your ex-spouse as your beneficiary, you must complete a new Beneficiary Authorization form.

If you are unmarried, you may name anyone you choose as your beneficiary. You may also name one or more primary and one or more contingent beneficiaries, and you may change your beneficiary at any time.

To manage your beneficiary designation, access your ISP 401(k) account online (as described on page 2).

If you do not name a beneficiary, your named beneficiary dies before you, or your beneficiary cannot be located, your ISP 401(k) account is paid in the following order when you die: ! Your surviving spouse ! Your surviving children ! Your surviving parents ! Your surviving brothers and sisters ! Your estate



CONTRIBUTIONS Your Elective Contributions You may elect to contribute between one percent and 75 percent of your eligible compensation to the ISP 401(k) each pay period. There are two types of contributions you may make to the Plan: ! Pretax contributions ! Roth (after-tax) contributions

Contributions must be made in one percent increments. The percentage you elect is deducted from your pay on a pretax basis. Once you elect to make contributions to the ISP 401(k), your election remains in effect until you change it or you are no longer eligible to participate in the Plan.

Your contributions are deposited into your ISP 401(k) account each pay period and then invested in the funds you select (see Automatic Enrollment Contributions on this page). You are always fully vested in the value of your elective contributions to the ISP 401(k), as adjusted for investment earnings or losses.

The amount you can contribute to the ISP 401(k) each year is limited by the Internal Revenue Service (IRS) (see IRS Limits on page 7).

The Difference Between Pretax and Roth Contributions Pretax contributions and Roth contributions have a lot in common. Both types of contributions to the ISP 401(k): ! Can be made by easy payroll deduction. ! Are eligible for PNC matching contributions

(to a maximum four percent of pay combined). ! Can be invested in the same range of funds.

But there’s one important difference — how and when your contributions and earnings are taxed:

Your Contributions

Pretax Roth After-tax

• No tax on contributions now • Earnings grow tax-free

through the plan’s investment options

• Upon distribution, contributions and earnings are taxed

• Contributions taxed now • Earnings grow tax-free through

the plan’s investment options • Upon distribution, contributions

are tax-free; earnings are also tax-free if you meet certain criteria*

Note: PNC matching contributions and earnings on those contributions are always taxable when you take the money out of the plan.

*Earnings remain tax-free if upon distribution you are at least age 59½ and have had money in the Roth 401(k) for at least five years, or in case of death or disability (as long as the five-year requirement has been met).

Automatic Enrollment Contributions If you are automatically enrolled in the ISP 401(k) as described in Automatic Enrollment on page 5, your contributions will be pretax and your contribution percentage will be set at four percent of eligible compensation. Your automatic contributions will start with the first pay cycle after your 30-day active election window (see Enrollment on page 5). Automatic enrollment contributions are considered elective contributions under the Plan.

You may make changes to your future contribution percentage, including electing a zero percent contribution, at any time. However, contributions already made to the ISP 401(k) will not be refunded.

If you do not make an active investment election, your automatic contributions will be invested in the Qualified Default Investment Alternative (QDIA) (see If You Don’t Make Investment Elections on page 12).



Automatic Increase Option To help you meet your retirement savings goal, the ISP 401(k) includes an optional feature that allows you to elect an automatic increase to your contribution percentage each year until you reach a target contribution rate you set. You can choose to have an automatic increase apply to your pretax and/or Roth contributions. You may start, change or cancel this option at any time (see How to Enroll on page 5). Note: You are subject to the ISP 401(k) limits explained above and the IRS contribution limits (see IRS Limits on page 7).

Catch-Up Contributions You are eligible to have additional elective contributions called catch-up contributions deducted from your pay on a pretax basis if you are at least age 50 by the end of the calendar year. The maximum catch-up contribution permitted is subject to IRS limits — the 2017 and 2018 limit for catch-up contributions is $6,000.

You elect the amount of catch-up contributions you want deducted from your pay in whole dollar amounts each pay period, up to the allowable limit. Once you elect your catch-up contribution, your election remains in effect until you change it or you are no longer eligible to participate in the ISP 401(k).

Catch-up contributions generally are treated the same as regular contributions to the ISP 401(k), except that they are not eligible for PNC matching contributions and they are not subject to other limits that normally apply to elective contributions (see IRS Limits below).

If you think your regular elective contributions will be subject to one or more of the limits, you may still be permitted to make catch-up contributions, provided you meet the eligibility requirements. Note: If you elect catch-up contributions and your regular elective contributions are not, in fact, limited, your catch-up contributions are not considered to be regular elective contributions and, as a result, will remain ineligible for PNC matching contributions. IRS Limits The ISP 401(k) is subject to several limits from the IRS that may affect your elective contributions and account. The IRS typically announces these

annual limits in the fourth quarter for the next calendar year.

Following are brief descriptions. If you reach the annual deferral limit during the year, your elective contributions and PNC matching contributions will stop for the remainder of the year. Note that you may be eligible to make catch-up contributions (see Catch-Up Contributions on this page).

See Annual True-up Matching Contribution on page 9 for information about how you could receive additional PNC contributions after reaching an IRS limit. Also see Non-Discrimination Requirements on page 21 for important information about non-discrimination requirements that may further limit contributions for employees who are defined as highly compensated employees under the Internal Revenue Code. ! Annual deferral limit: This is the maximum

amount of your elective contributions to the ISP 401(k), including pretax and Roth after-tax contributions combined. For 2017, this limit is $18,000; for 2018 the limit is $18,500.

! Annual compensation limit: This is the maximum compensation amount considered eligible for matching contributions to the ISP 401(k). For 2017, the limit is $270,000; for 2018, the limit is $275,000.

! Defined contribution limit: This is the sum of your elective contributions, company matching contributions and any forfeitures for any year. For 2017, this limit is $54,000; for 2018, the limit is $55,000.

You can find the current year’s IRS limits on the applicable website (as described on page 2) or by calling the HR Service Center, option 1. Also see Catch-Up Contributions on this page.

Definition of Compensation Generally, compensation for purposes of the ISP 401(k) means the total wages, salaries, commissions, fees and other amounts you receive for services provided to the employer. Compensation includes amounts you contribute to the ISP 401(k) and other PNC plans, but does not include employer contributions to the ISP 401(k) or other plans.

Compensation also includes certain variable pay, such as annual bonus amounts. For most

PNC makes matching contributions to your ISP 401(k) account once you meet

the match eligibility requirements.



participants, compensation includes 100 percent of variable pay up to $25,000, and 50 percent of the next $225,000 of variable pay.

Special limits and/or exclusions apply with respect to participants who are members of the Corporate Executive Group (CEG).

The IRS limits the amount of compensation that may be taken into account each year under the ISP 401(k) (see Annual compensation limit under IRS Limits on this page and Non-Discrimination Requirements on page 22).

Changing Your Contribution Percentage You may generally change your contribution percentage or stop contributions at any time.

To make a change, stop contributing or re-enroll, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1. Contribution changes take effect as soon as administratively possible. Note: Contributions already made to the ISP 401(k) will not be refunded.

In-Plan Roth Conversion Beginning Jan. 1, 2017, you may convert all or some of your current pretax balance to Roth (after-tax), if desired. When you access your account through Pathfinder, you’ll be able to select In-Plan Roth Conversion as an available transaction. If you’re interested in an in-plan conversion, the system will walk you through the process and show you the potential tax impact before you make your election. Any amount you choose to convert will be subject to taxes in the year you complete the conversion. Because taxes won’t be withheld from the converted amount, you’ll need to pay the taxes from another source when you file your tax return for that year. In-plan conversions can be requested up to two times per calendar year.

PNC Matching Contributions If you make elective contributions to the ISP 401(k), PNC makes matching contributions to your ISP 401(k) account once you are eligible as described below. Each pay period, PNC matches dollar-for-dollar the first four percent of eligible compensation you contribute. This includes any combination of pretax and/or Roth contributions. Catch-up contributions are not eligible for the matching contribution.

You are eligible for matching contributions starting the first day of the month after you complete six consecutive months of service. If you have already completed six consecutive months of service (as of your last hire date) when you start participating in the ISP 401(k), you are immediately eligible for matching contributions.

Minimum Matching Contribution PNC will contribute a minimum matching contribution of $2,000 if you contribute at least four percent of your eligible compensation every pay period during the year. The minimum match is prorated for part-time employees, those eligible for company matching contributions for less than a full year and employees on a leave of absence.

You must be employed by PNC at the end of the year in order to be eligible for the minimum match for that year. For purposes of this provision, the “end of the year” is defined as: ! Prior to Jan. 1, 2018: Dec. 31 of the

applicable year ! On or after Jan. 1, 2018: the last business

day in December of the applicable year

If you first become match-eligible after the start of the calendar year, you are eligible to receive the minimum match for the year — on a prorated basis to reflect the number of months you are match-eligible during the calendar year — as long as you: ! enroll in the ISP 401(k) within 30 days of

becoming an eligible employee; ! make elective contributions of at least

four percent each pay period for the remainder of the calendar year; and

! are employed by PNC at the end of the year, as defined above.

If your elective contributions are suspended because of a hardship withdrawal, the $2,000 minimum match is prorated based on the number of per-pay-period contributions you made during the year.

You are always 100 percent vested in the value your elective contributions (including catch-up

contributions) and rollover contributions to your ISP 401(k) account.



EXAMPLE: Minimum Matching Contribution Jane is a PNC employee who: ! earns $30,000 during the calendar year; ! is eligible for company matching contributions

for the full year; and ! contributes 4% to the ISP 401(k) every pay period. $30,000 x 4% = $1,200 Jane’s contribution

Every pay period, PNC matches Jane’s 4% by contributing an additional 4% to her account. $1,200 matching contributions from PNC

Because Jane meets the minimum match requirements, including being employed by PNC at the end of the year, PNC contributes another $800 to her account after the end of the year. $800 additional matching contribution from PNC

The total PNC contribution to Jane’s ISP 401(k) account is $2,000 for the year. $1,200 regular matching contributions + 800 additional matching contribution $2,000 total minimum matching contribution

Annual True-up Matching Contribution Because PNC makes matching contributions on a per-pay basis, it is possible that an individual could reach the IRS limits before receiving the full company match for the year. If you reach the annual deferral limit (see IRS Limits on page 7) before the end of the calendar year and your elective contributions (other than catch-up contributions) stop, PNC matching contributions also stop.

At the end of each year, PNC reviews each participant’s match-eligible contributions and eligible compensation during the year to determine if the full amount of the company match was made. PNC will make an additional true-up matching contribution to the accounts of any participants who have not received the full amount of the company match to which they are entitled for the year. You must be employed by PNC at the end of the year in order to be eligible for the true-up matching contribution for that year. For purposes of this provision, the “end of the year” is defined as: ! Prior to Jan. 1, 2018: Dec. 31 of the

applicable year

! On or after Jan. 1, 2018: the last business day in December of the applicable year

If you first become match-eligible after the start of the calendar year, you are eligible to receive the true-up match for the year prorated to reflect the number of months you are match-eligible during the calendar year, provided that you are employed by PNC “at the end of the year,” as described earlier in this section.

Rollover Contributions You may be able to roll over your balance from another eligible retirement plan into the ISP 401(k). Balances from qualified retirement plans [such as 401(k) and pension plans, 403(b) plans, 457 plans and certain individual retirement accounts (IRAs)] may be eligible for rollover. If you are eligible to take a lump sum distribution of your PNC Pension Plan vested balance, you may elect to roll it into the ISP 401(k).

You may make a rollover contribution before you meet the eligibility requirements to participate in the ISP 401(k). You must provide proof that your distribution is eligible to be rolled over into the ISP 401(k).

The following rules apply: ! Rollover contributions are not matched under

the ISP 401(k); ! The ISP 401(k) does not accept rollover

contributions in stock shares or units; and ! The ISP 401(k) cannot accept rollover

contributions from a Roth IRA. To request a rollover, go to the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1. VESTING To be vested means you have a nonforfeitable right to receive a benefit from the ISP 401(k). You are always 100 percent vested in the value of your elective contributions (including catch-up contributions) and rollover contributions to the ISP 401(k).



If you first became an employee of the employer before Jan. 1, 2010, you are always 100 percent vested in the value of your matching contributions (including any minimum matching contributions or true-up matching contributions).

If you first became an employee of the employer on or after Jan. 1, 2010, you become 100 percent vested in the value of your matching contributions when you complete three years of vesting service.

Your matching contributions also become 100 percent vested if, while you are an employee, you reach age 65, become totally disabled or die.

Amounts transferred to the ISP 401(k) as a result of certain plan mergers become vested in accordance with the provisions applicable to those plans. For more information, call the HR Service Center at 877-968-7762, option 1.

Minimum matching contributions are subject to the same vesting rules. However, the minimum matching contributions made for the 2011, 2012, 2013 and 2014 plan years were fully vested immediately, regardless of whether your other matching contributions were vested.

Vesting Service Generally, vesting service equals the number of years and months between your date of hire (or rehire) and the day you stop working for PNC and any related employers.

You also may receive vesting service for years of service earned under certain plans that were merged into the ISP 401(k), and service with prior employers.

Break in Service A break in service is a period of 12 or more consecutive months during which you do not complete one hour of service.

If you leave your employment with the employer and all related employers and you are later rehired, special rules apply depending on whether you have had a break in service.

If you are vested in your matching contributions when a break in service begins, you remain vested when you return to work for the employer. If you are not vested when a break in service begins, the vesting service you earned before the break is counted when you return to work only if

the length of your break does not exceed the greater of: ! the vesting service you earned before the

break; or

! five years.

Otherwise, the vesting service you earned before your break in service does not count.

If your employment with the employer ends and you are rehired within 12 months, for vesting purposes only, you are not considered to have had a break in service and your service is counted continuously through your absence. You would still be subject to the six-month wait to receive the matching contributions.

If your break in service began before Jan. 1, 2010, the break in service is handled under the terms of the ISP 401(k) or a prior plan in effect when your break began. If you have questions, call the HR Service Center at 877-968-7762, option 1.

Special Situations Regardless of how long you are absent from employment with PNC, you are not considered to have had a break in service as a result of: ! an absence due to a total disability;

! an approved leave of absence followed by a resumption of employment or retirement with the employer’s consent; or

! an absence for military service granted by the employer or required by law, if you return to work within 90 days of release from active duty (or within the time your right to reemployment is protected by law, if longer).

The consecutive 12-month period ending on the first anniversary of the first day of such absence does not constitute a break in service if you are absent from work due to any of the following: ! your pregnancy;

! the birth of your child;

! the placement of a child with you in connection with the adoption of such child by you; or

! your need to care for such child for a period beginning immediately after such birth or placement.



Forfeitures You forfeit any PNC matching contribution amounts in which you are not vested when your employment ends.

If you forfeit the matching contribution, the amount you forfeit is restored if you return to work as an eligible employee before you incur a five-year break in service. However, if you received a distribution of the vested portion of your ISP 401(k) account, the amount you forfeited is restored only if you repay the amount you received (but not including any rollover contributions you made to the ISP 401(k)) within five years from the day you begin participating in the ISP 401(k) again.

Forfeitures are used to restore participants’ accounts, offset employer contributions to the ISP 401(k) and pay reasonable ISP 401(k) expenses, in that order. INVESTING YOUR ACCOUNT BALANCE The ISP 401(k) Investment Funds To help you diversify your savings, the ISP 401(k) offers a range of investment funds as shown in the chart on the following page. You are responsible for choosing how your elective contributions are invested among the available funds. If you do not make an active investment election, your elective contributions will be invested in the Plan’s Qualified Default Investment Alternative (QDIA) (see If You Don’t Make Investment Elections on page 12).

The ISP 401(k) is intended to comply with Section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA). This means that you — not the Plan’s fiduciaries — have responsibility for the investment results of your ISP 401(k) account based on your choices among the available investment funds.

The list of investment funds may change periodically as determined by the Plan’s Administrative Committee. The Committee meets quarterly to review investment performance as well as other aspects of fund management. If it is decided that a new fund will be added or a current fund discontinued, you will be notified. If the change requires a blackout period during which trading is not permitted, you will be notified of the timing and details of the blackout period.

Making Your Investment Elections Deciding which funds are right for you depends on your personal investment strategy and how long you have until retirement. When you enroll, you make your investment choices in whole percent increments.

In general, there are two types of funds offered in the ISP 401(k):

! Target Date Funds — These funds (sometimes called pre-mixed or lifestyle funds) contain a blend of investments based on a specific time horizon. Each is named for a specific retirement year that corresponds to the year you reach age 65, and is rebalanced over time so that the asset mix becomes more conservative as the target date approaches.

! Individual Funds — These funds are in different asset classes with varying degrees of potential risk and return. You can select a number of individual funds to create your own portfolio based on your savings goals.

It is important to read the fund fact sheet and prospectus for each fund before making your investment choices. You can access this information, as well as retirement planning tools, by visiting the applicable website (as described on page 2) or calling the HR Service Center at 877-968-7762, option 1. Remember that past performance is no guarantee of future results.



ISP 401 (k) Investment Funds as of Jan. 1, 2017

Fund Name (abbreviation) Ticker Symbol

Target Date Funds BlackRock LifePath Retirement (LifePath Ret) N/A BlackRock LifePath Target Date 2020 (Target 2020) N/A BlackRock LifePath Target Date 2025 (Target 2025) N/A BlackRock LifePath Target Date 2030 (Target 2030) N/A BlackRock LifePath Target Date 2035 (Target 2035) N/A BlackRock LifePath Target Date 2040 (Target 2040) N/A BlackRock LifePath Target Date 2045 (Target 2045) N/A BlackRock LifePath Target Date 2050 (Target 2050) N/A BlackRock LifePath Target Date 2055 (Target 2055) N/A BlackRock LifePath Target Date 2060 (Target 2060) N/A Money Market BlackRock Government Short-Term Investment Fund N/A GIC/Stable Value PNC Stable Value Fund N/A Bond State Street U.S. Bond Index Fund (SSgA Bond Index) N/A BlackRock TIPS (BR Tips) N/A BlackRock High Yield Bond Fund (BR High Yld Bnd) BRHYX Equity State Street S&P 500 Index Fund (SSgA S&P 500) N/A State Street U.S. Extended Market Index Fund (SSgA Extd Mkt)

N/A

State Street Global Equity ex-U.S. Index Fund (SSgA Global Eq)

N/A

State Street International Index Fund N/A State Street Emerging Markets Fund N/A State Street Real Return ex-Natural Resources Equities Index Fund (SSgA Real Rtn)

N/A

If You Don’t Make Investment Elections If you fail to make an investment election for your ISP 401(k) accounts (including your elective contributions and PNC contributions), contributions are invested in the Plan’s Qualified Default Investment Alternative (QDIA), in accordance with ERISA section 404(c) (see Investing Your Account Balance on page 11). The QDIA is the Target Date Fund that corresponds to the year in which you reach age 65. If your contributions are invested in the QDIA initially, you may change your investment elections at any time in the future (see Changing Your Investment Choices on this page).

Changing Your Investment Choices Generally, you may do the following at any time: ! change how future contributions (including your

elective contributions and PNC contributions) are invested; and/or

! transfer your existing fund balances from one fund to another. However, if you transfer money out of the PNC Stock Fund, you cannot transfer it back in.

A change in the investment direction of future contributions is effective for contributions received after the date of your change.

You can transfer all or any part of your investments to any of the available ISP 401(k) investment funds as often as daily, subject to restrictions established by the investment funds themselves. Transfer restrictions are intended to discourage frequent, rapid transfers into and out of a particular fund; see Transfer Restrictions on page 14 for more information.

To change the investment direction of future contributions or to transfer fund balances, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1.

If you complete a fund transfer transaction by 4 p.m. ET on a business day, your transaction will be effective at the market price as of the close of business that day. Transactions completed after 4 p.m. ET on a business day, or on a weekend/ holiday, will be effective the next business day.

Professional Investment Advice PNC offers ISP 401(k) participants* personalized advice on their savings, investments and retirement income through Aon Hewitt Financial Advisors (AFA), an independent third-party investment advisor. AFA has hired Financial Engines Advisors L.L.C. (FEA) to provide sub-advisory services. * Employees who have been notified that they are restricted employees of

PNC will not receive the Retirement Evaluations and are not eligible to enroll in Professional Management. Online Advice is available to restricted employees.



The PNC Stock Fund is not an investment option for new contributions or transfers from

other investment options.

AFA services include the following: ! A Retirement Evaluation is mailed to your home

annually once you have a balance in the ISP 401(k). This personalized evaluation highlights your current savings/investment strategy in the ISP 401(k) and offers recommendations for improvement;

! Online Advice offers tools and personalized recommendations to help you invest in the ISP 401(k) as well as your other retirement savings accounts; and

! Professional Management is an optional service available by enrollment directly with AFA. It allows you to work with AFA investment advisors who will develop your personalized retirement plan and handle any transactions. You may enroll in or cancel Professional Management at any time.

How to Access To access the Retirement Evaluation and Online Advice, go to the applicable website (as described on page 2). If you have questions or want to enroll in Professional Management, call the HR Service Center at 877-968-7762, select option 1 and then Investment Advice to speak to an AFA investment advisor (available from 9 a.m. to 9 p.m. ET weekdays).

Fees All ISP 401(k) participants pay a quarterly fee for the Retirement Evaluation and Online Advice. If you elect Professional Management, there is a separate account-based fee. See Plan Expenses on page 26 for details.

PNC Stock Fund Prior to January 2011, PNC stock was one of the investment options in the ISP 401(k).

The PNC Stock Fund is not an investment option for new contributions or transfers from other investment options. If you transfer money out of the PNC Stock Fund, you cannot transfer it back in. Effective Nov. 1, 2011, the PNC Stock Fund became a unitized stock fund. This means that the PNC Stock Fund now includes shares of PNC stock, as well as a limited amount

of cash. If your ISP 401(k) account included PNC stock prior to Nov. 1, 2011, the shares allocated to your account were converted to units in the PNC Stock Fund. Each unit includes both cash and shares of stock. As a result, one unit does not equal one share of stock.

Your balance in the PNC Stock Fund is expressed in dollars and can also be viewed as equivalent shares. These represent the number of shares you would receive if you took a share payment from your PNC Stock Fund account on a particular day. To determine the number of equivalent shares you own, the ISP 401(k) divides the market value of your PNC Stock Fund balance by the New York Stock Exchange (NYSE) closing price of PNC common stock on the payment’s effective date.

PNC Stock Fund Dividend Election Dividends may be paid periodically on PNC common stock and will be allocated based on the unitized value. Each year during the open enrollment period (generally the first two weeks of December), you may elect to have any dividends allocated to your ISP 401(k) account either: ! paid to you in cash; or ! reinvested in the PNC Stock Fund.

If you do not make an election, your dividends are reinvested. If you choose to receive dividends in cash, your election remains in effect from year to year unless you make a change during a later open enrollment period.

Dividends that are reinvested in the PNC Stock Fund are not subject to income tax when reinvested. Instead, these amounts are taxable when they are distributed from the ISP 401(k). Dividends paid by PNC on stock held by the ISP 401(k), whether paid to you in cash or reinvested in units of the PNC Stock Fund, are deductible by PNC.

Dividends paid to you in cash are taxable as ordinary income in the year you receive them and reported on Form 1099-R. These dividends do not qualify for special corporate dividend tax rates.

If you take a hardship withdrawal from the ISP 401(k), you are required by law to receive your dividends in cash for six months after you receive your hardship withdrawal.

The value of each ISP 401(k) investment fund fluctuates with market conditions and the

economy. You should review the performance of your investments on a regular basis and

make changes as needed.



Review Your Account Regularly Your ISP 401(k) account is valued daily. You can check your balance online on the appropriate website (as described on page 2) or by calling the HR Service Center at 877-968-7762, option 1. In addition, you will receive quarterly statements showing the value of your account as of the end of the immediately preceding quarter.

The value of each fund fluctuates with market conditions and the economy. From time to time, you should review the performance of the various investments in your account to determine if you want to change your contribution percentage, your current investments or the investment of your future contributions.

Your account balance at retirement will depend upon the performance of your investments.

Rebalancing Your Account The ISP 401(k) offers you the option of automatically rebalancing your investments every 90 days, 180 days or annually. This means that your account’s investment fund balances are automatically redistributed based on your election so your account diversification matches your investment elections in place as of the date the rebalancing occurs.

Note: If you hold PNC Stock Fund units in your ISP 401(k) account, choosing the automatic rebalancing feature will cause the Plan to sell the PNC Stock Fund units held in your account. Since the PNC Stock Fund is no longer an investment option for future contributions under the ISP 401(k), once you transfer out of investments in your PNC Stock Fund, whether by affirmative investment election or by action of the automatic rebalance feature, you cannot repurchase units under the Plan.

Transfer Restrictions Some investment funds impose restrictions on the frequency and timing of transferring money into and out of the fund. Since the ISP 401(k) is designed for long-term retirement savings, such restrictions are intended to discourage frequent rapid transfers into and out of a particular fund.

If you make transfers that violate these restrictions, those transactions will be reversed at your expense.

Any transfer restrictions are explained in each fund’s prospectus. To view the fund prospectuses, visit the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1.

Restricted Employees and PNC Insider Trading Rules If you are notified of your designation as a restricted employee of PNC or a subsidiary — that is, subject to insider trading rules and/or consideration for Section 16 executive officers — restrictions apply to the timing of your purchases and sales of securities issued by PNC. You can obtain a copy of these rules, which include additional restrictions and requirements not described here, from the PNC Corporate Ethics Office.

Risks Every investment involves risks. You should evaluate carefully all of the investment risks associated with choosing investment funds and allocating or re-allocating your ISP 401(k) account balance. The value of your investment in any of these funds depends not only on the amount deposited, but on conditions in the financial markets and numerous other factors. There is no guarantee that you eventually will receive the actual amount of monies deposited into the ISP 401(k) on your behalf. Market values of securities rise and fall, and the value of your investment in any fund on any valuation date could be more or less than the total amount deposited into a particular fund, even taking into account earnings or interest gained in the past.

The investment funds in the ISP are not insured by the Federal Deposit Insurance Corporation (FDIC) or guaranteed by any bank or governmental agency. You assume the risk of any decrease in the market value of your securities held or investments made through the ISP 401(k).


Although the ISP 401(k) is designed for long-term retirement savings, you are permitted

to withdraw portions of your account while working under certain situations.


WITHDRAWALS Although the ISP 401(k) is designed for long-term retirement savings, the withdrawal options described below permit you to access the funds in your ISP 401(k) account while you are an active employee.

Amounts withdrawn (other than any after-tax contributions from a prior plan) generally are included in your income in the year of withdrawal and subject to 20 percent federal income tax withholding. Amounts you withdraw before you reach age 59½ also may be subject to a 10 percent tax penalty for early withdrawal, subject to certain restrictions.

Withdrawals are taken from your account in proportion to the money you have in each investment fund.

You cannot pay back amounts you withdraw from the ISP 401(k) (you can, however, pay back participant loans from the Plan; see Taking a Loan on page 17). Therefore, any withdrawal leaves you with less money for retirement. You should consult a tax or financial advisor before requesting a withdrawal.

To verify the amounts (if any) that are available for withdrawal from your ISP 401(k) account and to request a withdrawal, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1. Withdrawal proceeds generally are available within five to seven business days. You have the option of having your withdrawal deposited in your checking account or having a check mailed to your home.

After-Tax/Prior Profit-Sharing Withdrawals You may request a withdrawal of any after-tax contributions (other than Roth elective contributions) and any vested profit-sharing contributions that were made under the ISP 401(k) or certain prior plans. If the funds were matched by an employer, they must have been held in the ISP 401(k) or a prior plan for at least two years to be eligible for withdrawal.

You may request one withdrawal of this type in any 12-month period.

Rollover Account Withdrawals You may request a withdrawal of all or any portion of your Rollover Account at any time.

Age 59½ Withdrawals If you are at least age 59½, you may elect to withdraw all or any portion of your vested ISP 401(k) account. You may make an age 59½ withdrawal once in any six-month rolling period. For example, if you request a withdrawal on March 1, 2017, you may not request another withdrawal until Sep. 1, 2017.

Age 59½ Withdrawals if You Have a Roth Account If you have a Roth account, your withdrawal may include amounts from your Roth Elective Contribution Account only if the withdrawal is a qualified distribution under the rules that apply to such accounts: ! Your Roth account must have been established

at least five years before your distribution, and ! You must be at least age 59½, receiving

disability payments from PNC or a beneficiary of a deceased participant at the time of the payment.

Also, you may make an age 59½ withdrawal from your Roth account only once in any six-month rolling period.

If you wish to receive an age 59½ withdrawal, you must first exhaust the balance in your non-Roth account, before making any withdrawal from your Roth account. For example, let’s assume you wish to withdraw $100,000 and you have an $80,000 balance in your non-Roth account and a $50,000 balance in your Roth account. You would first request a withdrawal of $80,000 from your non-Roth account followed by a second withdrawal request of $20,000 from your Roth account.

The rolling, six-month waiting period applies separately to your non-Roth and Roth accounts. In the example above, if you requested an $80,000 withdrawal on April 12, 2017, from your non-Roth account, you would not be able to request a second withdrawal from this account until Oct. 12, 2017. And, if you requested $20,000 from your Roth account on April 30, 2017, you

If you take a hardship withdrawal, you may not contribute to the ISP 401(k) for six months.



would not be able to request a second withdrawal from this account until Oct. 30, 2017.

Hardship Withdrawals If you have an immediate and heavy financial need that cannot be satisfied from other sources reasonably available to you, you may request a hardship withdrawal from your ISP 401(k) account. Prior to taking a hardship withdrawal, you must first access any of the following, if available to you: ! non-Roth after tax funds from prior plans; ! profit sharing funds from prior plans; ! rollover funds; and ! age 59½ withdrawals and loans under

the ISP 401(k) Plan.

Also, you must certify that you have no other sources of funds to satisfy the financial obligations imposed by the hardship (such as insurance, liquidation of assets or by borrowing from commercial sources on reasonable terms).

If you meet these requirements, you may request a hardship withdrawal for the following specific purposes: ! medical expenses for you, your spouse, your

dependents or your primary beneficiary that have been incurred or are required in advance to get eligible medical care not otherwise reimbursable by insurance;

! payment of tuition and related education fees, including room and board, for the next 12 months of post-secondary education for you, your spouse, dependents or primary beneficiary;

! purchase of your primary residence; ! prevention of eviction from your primary

residence (or foreclosure on the mortgage); ! payment of expenses for the repair of damage

to your primary residence that would qualify for the casualty deduction under IRC Section 165 (determined without regard to whether the loss exceeds 10 percent of adjusted gross income); and/or

! payment of burial or funeral expenses for your deceased parents, spouse, children, dependents or primary beneficiary.

When you request a hardship withdrawal, you must provide documentation supporting your hardship.

To request a hardship withdrawal, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762. option 1.

Your hardship distribution is generally subject to all applicable income taxes and penalties. Always consult a tax advisor before requesting a hardship withdrawal.

The Amount You Can Withdraw To determine the amount available for a hardship withdrawal, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762. option 1. The maximum amount you can withdraw is the amount needed to meet your immediate and heavy financial need (including any amounts necessary to pay federal, state or local income taxes or penalties reasonably anticipated to result from the withdrawal). Withdrawals are taken from your account in proportion to the money you have in each investment fund. Note: Earnings on your ISP 401(k) account, if any, are not available for a hardship withdrawal.

Restrictions After a Hardship Withdrawal If you take a hardship withdrawal, you may not do the following for six months from the effective date of the hardship withdrawal: ! contribute to the ISP 401(k); ! receive matching contributions; and ! participate in the Employee Stock Purchase

Plan.

In addition, if you take a hardship withdrawal, federal law requires that you receive dividends on any stock in the PNC Stock Fund held in your account paid in cash during the six-month period.

EXAMPLE: The Maximum Amount You Can Borrow



Bob’s current vested ISP 401(k) balance is $90,000, his highest outstanding loan balance is $40,000, and his current outstanding loan balance is $10,000. The difference between his highest and current loan balances is $30,000.

1. Calculate the lesser of A or B.

A. 50% of vested account balance: $90,000 x .5 = $45,000

B. $50,000 minus the difference between the highest and current loan balances: $50,000 - $30,000 = $20,000

B is less than A.

2. Subtract Bob’s current loan balance: $20,000 - $10,000 = $10,000

The maximum amount Bob can borrow is $10,000.

TAKING A LOAN

If you are an active employee and need access to your funds before you reach retirement, you can take a loan from your ISP 401(k) account for any reason. You pay your account back with interest using after-tax payroll deductions. You may have up to two loans outstanding at a time.

You may request a loan for a maximum of five years, or 15 years if you are using the loan to acquire your primary residence. To model repayment schedules for different loan amounts and time periods, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1.

Loan provisions must meet certain IRS guidelines, and the rules regarding loans are subject to change without notice. In general, loans are subject to the rules and procedures in effect at the time they are made.

The Amount You Can Borrow The balance in your ISP 401(k) account serves as security for your loan. The minimum amount you can borrow is $500. The maximum amount you can borrow is based on IRS formulas. ! If you have not had an ISP 401(k) loan

previously, the maximum you can borrow is 50 percent of your vested ISP 401(k) account balance or $50,000, whichever is less.

! If you have had an ISP 401(k) loan previously, the maximum you can borrow is determined by these steps: 1. Calculate the lesser of A or B below:

A. 50 percent of your vested ISP 401(k) account balance (up to a balance of $100,000)

B. $50,000 reduced by the difference between

1) your highest outstanding ISP 401(k) loan balance during the preceding 12-month period ending on the day before the date the loan is made; and

2) your current outstanding balance on loans under the ISP 401(k), including loans from prior plans that were merged into the ISP 401(k).

2. Subtract the amount of any current outstanding ISP 401(k) loan from the results of step 1. This is the maximum you can borrow.

Requesting a Loan To request a loan, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1.

Loans are generally issued within three to five business days. You have the option of having your loan proceeds deposited in your checking account or having a check mailed to your home.

Number of Outstanding Loans Permitted As an active participant, you may not have more than two outstanding loans at any time. If you have two outstanding loans, at least one of them must be repaid before obtaining a new loan.

Effective Jan. 1, 2015, you must wait 30 days after paying off a loan before you are eligible to apply for a new loan. This 30-day period is in effect whether the loan has been paid off prior to the end of the original term of the loan or according to regularly scheduled payroll deductions per the amortization schedule.



We can’t pay you if we can’t find you! Keep your contact information up to date. Contact the HR Service Center to report

changes to your name, address, phone number, email or marital status.

Repaying Your Loan with Interest Loan repayments are deducted from your pay on an after-tax basis until your loan is repaid in full. The interest rate is set at the time you request the loan and equals the prime rate announced by PNC Bank, National Association on the 15th day of the month preceding the day you submit the loan application. You may pay off a loan in full at any time without prepayment penalties.

Loan repayments go back into your ISP 401(k) account according to your current investment elections.

Default If you fail to make an installment payment on your loan by the end of the calendar quarter following the calendar quarter in which the payment was due, the Plan Manager may accelerate payment of the entire loan and interest due at that point. If you default on your loan, the outstanding balance and interest will be deducted from your ISP 401(k) account and becomes taxable to you in the current tax year.

Loan repayments are suspended during a period of qualified military service.

If You Leave PNC If your employment with the employer ends, the outstanding balance of any ISP 401(k) loan plus interest outstanding must be repaid to the ISP 401(k) within 60 days after the end of your employment. If you do not repay the loan, the outstanding balance plus interest will be deducted from your ISP 401(k) account balance before it is distributed to you. The amount of the loan plus interest is treated as a taxable distribution to you.

If you have a loan outstanding that was taken under any prior plan, that loan is subject to the terms of the plan in effect when the loan was made.

RECEIVING A DISTRIBUTION When You Can Receive a Distribution The value of your vested ISP 401(k) account balance is payable to you (or your beneficiary) when: ! your employment with PNC or its affiliates ends; ! you become disabled as defined by PNCs

Long-term Disability Plan, if you are eligible. If not, disability is determined by the Social Security Administration; or

! you die.

Based on the value of your vested ISP 401(k) account balance, you have different distribution options, each with different tax implications. You are encouraged to talk with a tax/financial advisor so you can take the best action for your situation.

Your actual account balance will depend upon the level of contributions you made and the investment performance of your accounts.

If Your Account Balance Is $5,000 or More If your vested account balance is $5,000 or more, you must request the distribution of your account. You can choose to receive your ISP 401(k) account in any of the following forms: ! a single lump-sum payment; ! monthly, quarterly or annual installments over a

period not to exceed the lesser of 15 years or your life expectancy (or the joint life expectancy of you and your spouse if you are married); or

! a partial lump-sum payment if you are at least age 55 and have completed three years of vesting service.

If you elect installment payments, you may revoke your election and receive the balance of your account in a single lump-sum payment at any time.

If you take a partial distribution, the amount is taken from your account in proportion to the money you have in each investment fund. Distributions generally are made in cash, but you may choose to receive any PNC Stock Fund units held in your account in equivalent shares of PNC common stock.



If you do not request a distribution, your money will remain in the ISP 401(k) until you later request a distribution. However, payment of your account must generally begin no later than April 1 of the year after the year in which you retire or attain age 70½, whichever is later.

To request a distribution, access the applicable website (as described on page 2) or call the HR Service Center at 877-968-7762, option 1. Your account balance is valued as of the end of the business day on which you request your distribution if your request is made before 4 p.m. ET.

If Your Account Balance Is Less than $5,000 If your vested account balance is less than $5,000, your benefit is automatically paid in a lump sum as soon as administratively possible after your employment ends. The following conditions apply: ! If your vested account balance is $1,000

or less, the lump-sum payment will be paid directly to you, unless you elect a direct rollover to an eligible retirement plan (such as an IRA or another employer’s plan); or

! If your vested account balance is more than $1,000 but not $5,000 or more, the lump-sum payment will automatically be rolled over to an IRA established in your name by the Plan Manager, unless you elect to receive payment directly or to have your benefit rolled over to another eligible retirement plan of your choosing.

Note: If you are a former employee and at any time your ISP 401(k) account balance is equal to $5 or less, your account will be closed and the balance forfeited.

Electing a Rollover When your employment ends, you can roll over all or part of your account balance into an eligible retirement plan, such as an IRA or another employer’s plan. There are two ways to roll over your account: ! You can elect a direct rollover, in which your

account balance is rolled directly into the eligible retirement plan of your choice. With a direct rollover, you defer taxes and avoid 20 percent income tax withholding on taxable amounts, as well as any penalty taxes; or

! You can make an indirect rollover, where you receive payment of your account directly and then roll it over within 60 days into another employer’s plan or an IRA. In this case, 20 percent income tax withholding will apply to taxable amounts. Note: You may contribute the 20 percent with other funds into your new account to avoid any penalty taxes. If you don’t, you may be subject to a 10 percent early withdrawal penalty on the amount not made up.

Upon your retirement or termination of service, you will receive a Separation of Employment Notice with more detailed information on your rollover options, as well as applicable tax consequences of electing, or failing to elect, a direct or indirect rollover.

Note: In the case of a legacy National City employee’s Roth account under the ISP 401(k), a direct rollover from that account will only be permitted to be made to a Roth IRA or to a designated Roth account under another employer’s 401(k) or 403(b) plan.

If You Die If you die before you retire or before your full ISP 401(k) account has been paid out — including any remaining installment payments — your remaining account balance will be distributed to your beneficiary in a lump sum as soon as administratively possible.



Qualified Military Service The ISP 401(k) provides contributions and benefits for participants who are absent due to a period of qualified military service in accordance with applicable law, including the ability to contribute make-up contributions if you return to employment after your military service. If you think you may be affected by these provisions, call the HR Service Center at 877-968-7762, option 1.

If you are absent during a period of qualified military service of more than 30 days, you are treated as having ended your employment for the purpose of being eligible to request a distribution of your vested ISP 401(k) account. If you receive such a distribution, you will not be permitted to make elective contributions to the ISP 401(k) for six months following the distribution.

If you die during a period of qualified military service, you will be treated as if you had resumed employment on the day before your death and your account will be fully vested.

Returning to Work After Benefits Start If you start receiving installment payments from the ISP 401(k) and you are rehired as an eligible employee, your payments stop. When your employment ends again, your installment payments resume. You may make a new payment election for any new account balance you earned after your rehire. TAXES AND WITHHOLDING PNC does not provide tax advice. The following information is provided here only for your convenience. You should discuss specific questions regarding the federal, state and local tax consequences of taking distributions and withdrawals from the Plan with a qualified tax advisor.

Paying Taxes on Your ISP 401(k) Accounts (non-Roth) Different tax rules apply to contributions, investment earnings, withdrawals and distributions from Roth accounts, as explained on page 21.

Your elective contributions, PNC matching contributions and all earnings accumulate tax-free while they remain in the ISP 401(k). Under current

tax laws, your pretax contributions are not subject to any federal or state taxes (in most states) until they are paid out to you or your beneficiary by the Plan. Currently, if you are a resident of the Commonwealth of Pennsylvania, state income tax is applied to your elective contributions to the ISP 401(k) at the time of deferral.

Money you receive from the ISP 401(k) is taxable in the year you receive it. The tax consequences of a withdrawal or distribution vary depending on whether: ! you roll over the payment; ! the source of the funds was pretax, matching or

after-tax contributions; ! you take the payment in cash or in shares of

stock; or ! your age at the time of the distribution makes

you subject to penalties for early withdrawal.

Federal law requires income tax withholding at a rate of 20 percent on eligible taxable distributions and taxable withdrawals that aren’t transferred directly to an IRA or the qualified plan of a new employer. This withholding requirement does not apply to any after-tax contributions you may have in your ISP 401(k) account from a prior plan. Hardship withdrawals are not eligible for rollover and may be subject to a 10 percent tax withholding on the taxable amounts.

The IRS may specify certain other distributions in which withholding does not apply.

If you receive a distribution or withdrawal before you reach age 59½, or before you take early retirement at age 55, and do not transfer or roll over the money to an IRA or other tax-qualified plan, you may be subject to a special 10 percent excise tax on the taxable portion of your early distribution or withdrawal as a penalty.

Generally, the portion of a distribution or withdrawal subject to the excise tax includes pretax elective contributions (including catch-up contributions), all matching contributions and investment earnings in your ISP 401(k) account. This excise tax does not apply to after-tax contributions remaining in your account or to distributions made in the following situations: ! after you reach age 59½; ! if you retire early at or after age 55, including

during the year in which you will reach age 55;



! if you die; ! if you become disabled (disability is defined

by PNC’s Long-term Disability Plan, if you are eligible; if not, disability is determined by the Social Security Administration);

! to pay for medical expenses exceeding 7.5 percent of your adjusted gross income;

! to your beneficiary or estate after your death; or ! to meet the requirements of a Qualified

Domestic Relations Order (QDRO).

Once you reach age 59½, you may make withdrawals from the ISP 401(k) while you are still employed without paying the 10 percent additional excise tax.

If you elect to receive a quarterly distribution of dividends on the PNC Stock Fund, the payout is subject to ordinary income taxes although no taxes are withheld from the payment. Dividend payments are not eligible for rollover into an IRA or another qualified plan, nor subject to the special 10 percent excise tax on early distributions. For legacy National City employees, dividend payments do not qualify for special Roth treatment of earnings.

In-Kind Distribution of PNC Common Stock If you receive an in-kind distribution of your equivalent shares in the PNC Stock Fund as part of a lump-sum distribution, you are not taxed on the unrealized appreciation in the value of the stock when it is distributed. Taxes are deferred until the stock is sold or disposed of in a later transaction.

If you receive an in-kind, partial distribution that includes unrealized appreciation in the value of the stock, the entire distribution is taxable at the time you receive it.

If you receive a Roth in-kind distribution of your equivalent shares in the PNC Stock Fund as part of a lump-sum distribution, you are not taxed on the unrealized appreciation at the time it is distributed or when the stock is sold or disposed of at a later date. Paying Taxes on Roth Accounts If you have a Roth or Roth rollover account, you have already paid taxes on your elective contributions to that account. You can receive a distribution of the earnings on your Roth

contributions tax-free if: ! your Roth account was established at least

five years before your distribution; and ! you are at least age 59½, are determined

to be disabled by the laws governing Roth accounts or are a beneficiary of a deceased ISP 401(k) participant at the time of the payment.

If you do not meet these criteria, earnings on your Roth contributions (but not the Roth contributions themselves) will be taxed at the time of distribution.

There is no 20 percent federal tax withholding requirement on Roth distributions that aren’t transferred directly to an IRA or the qualified plan of a new employer. There is also no additional 10 percent excise tax applied to early distributions of Roth contributions. LIMITATIONS ON BENEFITS The annual additions to your ISP 401(k) account may not exceed the lesser of 100 percent of your compensation or the annual IRS limit for defined contributions ($54,000 for 2017; $55,000 for 2018). This dollar limit may be adjusted in future years to reflect increases in the cost of living. Refer to the applicable website (as described on page 2) for the current year’s annual limit.

The elective contributions you make to the ISP 401(k) are limited by the annual deferral limit. If you exceed this limit under the ISP 401(k), contributions will be returned to you after the end of the calendar year. If you make deferrals to more than one employer’s plan during the calendar year and your combined deferral exceeds the annual limit, you will need to claim the excess deferral at the time of your tax filing for the plan year of your excess deferral. Always consult a tax advisor for further information on the treatment of excess deferrals. Your excess deferral will not be refunded from the ISP 401(k).

Non-Discrimination Requirements ISP 401(k) contributions also are subject to Internal Revenue Code rules that prohibit discrimination in favor of highly compensated employees (HCEs). For 2017 and 2018, the definition of an HCE is one who made



at least $120,000 in the prior calendar year. Discrimination tests must be performed each year to ensure the ISP 401(k) does not benefit HCEs disproportionately when compared to non-highly compensated employees. These tests measure employee and employer contributions made to the ISP 401(k) by members of these two groups. PNC monitors ISP 401(k) contributions throughout the year and will take action — for example, restricting the level of HCE contributions for all or part of the year or refunding a portion of HCEs’ elective contributions — to ensure the ISP 401(k) passes these tests. You will be notified if this limitation affects you. BENEFIT CLAIMS Filing a Claim If you believe that you are entitled to receive a benefit under the ISP 401(k), you or your authorized representative may send a written claim specifying the basis of your claim and the relevant facts.

Send any such claim to the Plan Manager at:

Plan Manager PNC Incentive Savings Plan P1-POPP-27-7 One PNC Plaza 249 Fifth Avenue, 27th Floor Pittsburgh, PA 15222

You will receive a decision on your claim within 90 days, unless the Plan Manager determines special circumstances require an extension. In such a case, a written notice must be sent to you before the end of the initial 90-day period. The extension notice will indicate the special circumstances and the date by which the Plan Manager expects to render a decision. The extension period cannot be longer than 90 days from the end of the initial period.

If your claim is denied, you will receive a written notice of the denial, which will include the reasons for the denial, the specific Plan provisions on which the denial is based, a description of any additional information or material required if you want to appeal the denial, the procedure and time limits for filing an appeal and a statement of your right to sue in court under Section 502(a) of ERISA if your claim is denied on appeal.

Claims Appeal Process

If you believe you are entitled to receive a benefit that was denied, you or your authorized representative may file a written appeal with the Administrative Committee. You must file the appeal within 60 days after you receive the notice of your denial.

Send your written appeal to:

Administrative Committee c/o Plan Manager PNC Incentive Savings Plan P1-POPP-27-7 One PNC Plaza 249 Fifth Avenue, 27th Floor Pittsburgh, PA 15222

You or your representative must sign and date your appeal and specify the basis for your appeal and why you believe you are entitled to a benefit. Your appeal must include a statement of the issues and your comments, plus documents, records and other information relating to the claim. If applicable, you may request an opportunity to review the ISP 401(k) plan document and any other documents relevant to your claim, free of charge.

You have the right to a full and fair review of your appeal that takes into account all comments, documents, records and information you submitted, regardless of whether or not the information was submitted or considered in the initial claim decision. This review is independent of the initial decision and conducted by someone other than the person who made the initial decision or that person’s subordinate.

The Administrative Committee must acknowledge receipt of your appeal in writing. The Administrative Committee may require additional documents deemed necessary to make the review. A final decision on review must be made within a reasonable period of time but not later than 60 days after receipt of the written request for review, unless the Administrative Committee determines that special circumstances require an extension. In such a case, a written notice must be sent to you before the end of the initial 60-day period. The extension notice will indicate the special circumstances and the date by which the Administrative Committee expects to render the



appeal decision. The extension period cannot be longer than 60 days from the end of the initial period.

The appeal timeframes begin when an appeal is filed, regardless of whether all the information necessary to make an appeal decision accompanies the filing.

If an extension is required because you did not submit necessary information, the days from the date the Administrative Committee sends you the extension notice until you respond to the request for additional information do not count as part of the appeal determination period.

The Administrative Committee will send written or electronic notice stating whether your appeal is approved or denied. If your appeal is denied, the notice of denial will include: ! the specific reason or reasons for the denial

with references to the ISP 401(k) provisions on which the denial is based;

! a statement that you are entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to your claim; and

! a statement describing any voluntary appeal procedures offered by the ISP 401(k) and your right to obtain the information about those procedures and a statement of your right to bring an action under ERISA.

You must exhaust the Plan’s claims and appeals procedures with respect to a claim or appeal involving your right to, or the amount of, future benefits. All claims appeal decisions are final and binding. You have the right to bring a civil action under ERISA Section 502(a) if you file an appeal and your appeal is denied. If you fail to appeal a claim, the ISP 401(k) may use your failure to appeal as a defense in court to any action you bring to recover benefits.

Legal Actions, Venue and Statute of Limitations

If you wish to bring a claim-related legal action against the Plan, you must first exhaust the claims and appeals procedures described in this document.

If you challenge the decision of the Plan Manager and/or Administrative Committee, the courts of competent jurisdiction in Pittsburgh, Pennsylvania will have exclusive jurisdiction for all claims, actions and other proceedings involving or relating to the Plan, a Plan fiduciary, or any party in interest, including by way of example and without limitation, a claim or action (a) to recover benefits allegedly due under the Plan or by reason of any law; (b) to enforce rights under the Plan; (c) to clarify rights to future benefits under the Plan; or (d) that seeks a remedy, ruling, or judgment of any kind against the Plan, a Plan fiduciary or a party in interest.

Any such court review will be limited to the facts, evidence and issues presented during the claims procedure. Facts and evidence that become known to you after exhausting the claims procedure may be submitted for reconsideration of the appeal in accordance with the established time limits. Issues not raised during the appeal are waived.

Any claims or lawsuit must be brought no later than 24 months after the earliest of: ! the date your first benefit payment was made

or allegedly due; ! the date your request for a benefit from the

Pension Plan was first formally denied, in whole or in part; or

! the earliest date you knew or should have known the material facts on which your lawsuit is based (the 24-month claims period).

However, if you start the claims and appeals procedure and submit your claim to the Plan Manager and/or Administrative Committee, as applicable, within the 24-month claims period, the deadline for you to file your lawsuit will not expire until the later of: ! the last day of the 24-month claims period; or ! three months after the final notice of denial

of your appealed claim is sent to you by the Administrative Committee.



Any claim or action filed under the administrative claims and appeals procedure described in the ISP 401(k), or for any lawsuit against the Plan, is time-barred after the end of: ! the 24-month claims period; or ! three months following exhaustion of the

administrative claims and appeals procedures if the claim was submitted to the claims administrator within the 24-month claims period.

ADMINISTRATIVE AND LEGAL INFORMATION Plan Name The PNC Financial Services Group, Inc. Incentive Savings Plan

Plan Number 001

Type of Plan The ISP 401(k) is a defined contribution plan known as an Internal Revenue Code section 401(k) plan, intended to comply with ERISA section 404(c).

Plan Funding The ISP 401(k) is funded through employer and employee contributions.

Plan Administrator Administrative Committee The PNC Financial Services Group, Inc. P1-POPP-27-7 One PNC Plaza 249 Fifth Avenue, 27th Floor Pittsburgh, PA 15222

HR Service Center at 877-968-7762, option 1

Plan Administration The Administrative Committee has responsibility for administering the ISP 401(k). The members of the Administrative Committee are appointed by the Board of Directors of PNC. The Administrative Committee appointed a Plan Manager to manage the day-to-day operation of the ISP 401(k). You can reach the Plan Manager at the following address:

Plan Manager P1-POPP-27-7 One PNC Plaza 249 Fifth Avenue, 27th Floor Pittsburgh, PA 15222

The Committee makes the rules and regulations necessary for the day-to-day operations of the ISP 401(k). Although the Committee cannot alter the terms, conditions or benefits of the ISP 401(k), it has the sole authority and discretion to make all decisions regarding any question, interpretation or application of any ISP 401(k) provisions. The Committee can also make findings of fact and determine the rights and status of participants and others under the ISP 401(k).

Plan Sponsor The PNC Financial Services Group, Inc. The Tower at PNC Plaza 300 Fifth Avenue Pittsburgh, PA 15222

Trustee Trustee for the Incentive Savings Plan PNC Bank, National Association P1-POPP-27-7 One PNC Plaza 249 Fifth Avenue, 27th Floor Pittsburgh, PA 15222

Agent for Service of Legal Process If you feel you have cause for legal action, service of legal process may be made on the Plan Administrator or the Trustee.

Plan Year Records for the ISP 401(k) are maintained on a calendar-year basis from Jan. 1 to Dec. 31.

Employer Identification Number The employer identification number (EIN) assigned to The PNC Financial Services Group, Inc. by the IRS is 25-1435979.

Provisions of Plans If there is a conflict between the provisions of this document, other written communication materials and the provisions of the official ISP 401(k) Plan document, the provisions of the Plan document will control.



Amendment or Termination of the Plan

PNC established the ISP 401(k) for the exclusive benefit of its employees and the employees of its participating affiliates. While PNC hopes and expects to continue the ISP 401(k), PNC as Plan Sponsor and/or Plan Administrator reserves the right in its discretion to amend, modify or terminate the ISP 401(k) in whole or in part at any time, for any reason.

If the ISP 401(k) is terminated, the rights of all participants to benefits earned at the date of the Plan termination are non-forfeitable and all accounts will be paid out to participants.

Pension Benefit Guaranty Corporation Because the ISP 401(k) is a defined contribution plan, your benefits under the ISP 401(k) are not insured by the Pension Benefit Guaranty Corporation (PBGC), a federal insurance agency. The PBGC only insures defined benefit pension plans.

Recovery of Overpayment The Plan Administrator could make a benefit payment that is later determined to be more than the amount you are entitled to under the ISP 401(k). In that situation, the ISP 401(k) has the right to: ! require you to return the overpayment upon

request; and ! reduce future benefit payments made on your

behalf or on behalf of your beneficiary by the amount of the overpayment.

These rights do not affect any other rights the ISP 401(k) may have with respect to such an overpayment.

Plan Expenses Administrative fees covering the day-to-day costs associated with operating the ISP 401(k) — such as recordkeeping, accounting, legal, audit and other services — are charged to participants’ ISP 401(k) accounts quarterly. These costs vary each quarter and are charged to individual accounts as a percentage of the account’s assets compared to the total assets in the ISP 401(k). Other fees, such as processing fees for qualified domestic relations orders (QDRO), are charged to the account of the individual participant requesting the service or as directed by the QDRO.

For AFA services (as described on page 12), the fees are as follows: ! Retirement Evaluation and Online Advice:

Every ISP 401(k) 401(k) participant’s account is charged $1.75 per quarter to cover the cost of these services. This fee is charged whether or not the participant actually uses the service.

! Professional Management: If you enroll in Professional Management, you will be charged an individual service fee based on the value of your ISP 401(k) 401(k) account.

For more information regarding ISP 401(k) fees and expenses, go to the applicable website (as described on page 2).

Participant Obligations You have an obligation to monitor your ISP 401(k) account to ensure that all of your directions, instructions and elections with respect to your account are properly implemented. You also have an obligation to keep a current address on file. You are required to promptly review all statements, confirmations, notices and disclosures with respect to your account. You must notify a Plan fiduciary or its delegate, such as the Administrative Committee or the Plan Manager, within 90 days if you know or should know of an error. Otherwise, you will be deemed to have accepted and ratified the action taken.



Loss or Reduction of Benefits Your benefits may be lost or reduced under certain circumstances described below and elsewhere in this SPD and the Plan document: ! Benefits cannot be paid if you (or your

beneficiary) cannot be located. It is important to keep your name, address and marital status updated in PNC’s records.

! You cannot receive benefits that are more than the ISP 401(k)’s legally specified maximum limits.

! You lose benefits under the ISP 401(k) if your employment ends before you are vested.

! Benefits may be reduced or lost due to imposition of income, penalty, or excise taxes or a tax lien, or pursuant to a judgment or settlement agreement that requires you to make payments to the ISP 401(k).

! Investment losses may reduce the value of your benefits.

Non-Assignability of Benefits The exclusive purpose of the ISP 401(k) is to provide benefits for you and your beneficiaries and to pay reasonable expenses of administering the ISP 401(k). Neither you nor your employer may use assets held by the ISP 401(k) for any other purpose while the ISP 401(k) continues. You cannot assign or transfer your benefits or use them as collateral for a loan. Your benefits cannot be subject to garnishment, attachment or levy of any kind.

However, the ISP 401(k) must honor a qualified domestic relations order (QDRO) such as a divorce decree, issued by a court of law, that requires a percentage of your benefits to be paid to your spouse, former spouse, child or dependent. To be qualified, the court order has to meet certain standards.

The Plan Manager will make every effort to notify you as soon as it becomes aware of any attempt to subject your benefits to a court order.

You can obtain, without charge, a copy of the ISP 401(k)’s procedures governing QDROs by emailing [email protected] or calling the PNC HR Service Center at 1-877-968-7762, option 1 and request to be transferred to the Qualified Order Team.

Top-Heavy Requirements Federal law requires that certain special Plan provisions, which apply to vesting and benefit accrual, go into effect automatically if the ISP 401(k) becomes top heavy. The ISP 401(k) is considered to be top heavy if 60 percent or more of the benefit values under the ISP 401(k) (or a combination of the ISP 401(k) with the Pension Plan) are held for the benefit of key employees as defined by law.

The ISP 401(k) is currently not top heavy and is not likely to become top heavy in the future. YOUR RIGHTS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (ERISA) As a participant in the ISP 401(k), you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA).

Administration and Legal Information ERISA was enacted to ensure that all employer-sponsored group benefit programs conform to standards set by the federal government. ERISA provides that all ISP 401(k) participants will be entitled to receive information about your ISP 401(k) and benefits.

You are entitled to examine — at no charge — at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the ISP 401(k), including insurance contracts and a copy of the latest annual report (Form 5500 Series) filed by the ISP 401(k) with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

You may obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the ISP 401(k), including insurance contracts and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The Plan Administrator may make a reasonable charge for the copies.



You are entitled to receive — at no charge — a summary of the ISP 401(k)’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.

Enforce Your Rights If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For example, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, and if you have exhausted the claims procedures available to you under the Plan, you may file a suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan’s money or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.

The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions If you have questions about this statement or your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact: ! the nearest office of the Employee Benefits

Security Administration, U.S. Department of Labor, at 866-444-3272 or access its website at www.dol.gov/ebsa; or

! the Division of Technical Assistance and Inquiries Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue N.W. Washington, D.C. 20210

You may also obtain certain publications about your rights and responsibilities under ERISA by calling the Employee Benefits Security Administration.

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