The PNC Financial Services Group, Inc. 18,000,000 Depositary Shares,Underwriting Agreement • September 21st, 2012 • PNC Financial Services Group, Inc. • National commercial banks • New York
The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Corporation”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 18,000,000 depositary shares (the “Firm Shares”), and, at the election of the Representatives, up to an additional 2,700,000 depositary shares (the “Optional Shares” and, together with the Firm Shares, the “Depositary Shares”), each such Depositary Share representing ownership of 1/4,000th of a share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q of the Corporation (the “Preferred Stock”). The Preferred Stock will, when issued, be deposited by the Corporation against delivery of Depositary Receipts (“Depositary Receipts”) to be issued by Computershare Trust Company, N.A. (the “Depositary”), under a Deposit Agreement, to be dated as of the Closing Date (the “Deposit Agreement”), among the Corporation, the Depositary an
DEPOSIT AGREEMENT among THE PNC FINANCIAL SERVICES GROUP, INC., COMPUTERSHARE TRUST COMPANY, N.A., as Depositary, COMPUTERSHARE INC., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of September 21, 2012Deposit Agreement • September 21st, 2012 • PNC Financial Services Group, Inc. • National commercial banks • Delaware
DEPOSIT AGREEMENT dated as of September 21, 2012, among (i) The PNC Financial Services Group, Inc., a Pennsylvania corporation, (ii) Computershare Trust Company, N.A., (iii) Computershare Inc., and (iv) the Holders from time to time of the Receipts described herein.
