16,885,192 Warrants The PNC Financial Services Group, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2010 • PNC Financial Services Group Inc • National commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 16,885,192 warrants (the “Warrants”) of The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $5.00 par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
