Fitch Affirms PNC After Agreement to Purchase State Street Research & Management.

CHICAGO -- Fitch Ratings affirms all ratings of PNC Financial Services Group, Inc. (PNC) and its affiliates. The Rating Outlook remains Stable. This action follows PNC's announcement that its majority-owned affiliate BlackRock, Inc. (BlackRock) has reached a definitive agreement to purchase asset management firm State Street Research & Management (SSRM) from MetLife Inc. The transaction is expected to close in early 2005. A complete list of ratings follows at the end of this release.

BlackRock will acquire SSRM for approximately $325 million in cash and $50 million in stock. The transaction is a good strategic fit for BlackRock as it expands its base of Assets under Management in both institutional asset management and retail mutual funds. The deal is expected to be accretive as BlackRock will benefit from identified cost saves and its greater scale. A substantial amount of SSRM's AUM represents accounts of parent MetLife Inc. BlackRock and MetLife have executed a separate agreement ensuring that MetLife retains BlackRock as an asset manager over the intermediate term, or provides additional compensation.

For PNC, while the transaction is a good strategic fit, it does limit financial flexibility incrementally. The transaction adds a significant amount of intangibles to PNC's balance sheet, and this will cause Tangible Common Equity to drop below management's target ratio of 5.0% at closing in 1Q05. At the same time, parent company cash will be lowered by the pending acquisition of Riggs National Corporation. Management expects to rebuild both capital and parent cash liquidity during the remainder of 2005.

Fitch's rating affirmation is based on PNC's ability to rebuild its financial flexibility over the near term. Although the pending merger with Riggs will likely require considerable management attention, Fitch believes that PNC has sufficient earnings capacity to replenish its resources rapidly. Unexpected expenses in connection with the Riggs merger or earnings declines elsewhere in PNC's franchise could diminish this earnings capacity and thus cause Fitch to reconsider its ratings thesis.

Ratings Affirmed, Rating Outlook Stable:

PNC Financial Services Group

-- Long-term Senior 'A';

-- Long-term Subordinated 'A-';

-- Preferred Stock 'A-'

-- Short-term 'F1';

-- Individual 'B/C';

-- Support '5'.

PNC Funding Corp.

-- Long-term Senior 'A';

-- Long-term Subordinated 'A-';

-- Short-term 'F1';

-- Individual 'B/C';

-- Support '5'.

PNC Bank N.A.

-- Long-term deposits 'A+';

-- Long-term Senior 'A';

-- Long-term Subordinated 'A-';

-- Short-term Senior 'F1';

-- Short-term Deposits 'F1';

-- Individual 'B/C'

-- Support '4'.

PNC Bank Delaware

-- Long-term deposits 'A+';

-- Long-term Senior 'A';

-- Short-term Senior 'F1';

-- Short-term Deposits 'F1';

-- Individual 'B/C';

-- Support '4'.

PNC Financial Corp.

-- Long-term Subordinated 'A-'.

PNC Capital Trust A

PNC Capital Trust B

PNC Capital Trust C

PNC Capital Trust D

PNC Institutional Capital Trust A

UNB Capital Trust I

-- Trust Preferred 'A-'.