Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series R Underwriting AgreementUnderwriting Agreement • May 7th, 2013 • 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 500,000 depositary shares (the “Depositary Shares”), each such Depositary Share representing ownership of 1/100th of a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series R 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 and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Depositary Shares. The Preferred
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 May 7, 2013Deposit Agreement • May 7th, 2013 • PNC Financial Services Group, Inc. • National commercial banks • Delaware
DEPOSIT AGREEMENT dated as of May 7, 2013, 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.
