0001193125-14-077944 Sample Contracts

ADDITIONAL 2013 AND 2014 FORMS OF EMPLOYEE RESTRICTED SHARE UNIT AND PERFORMANCE UNIT AGREEMENTS RESTRICTED SHARE UNITS
Restricted Share Units Award Agreement • March 3rd, 2014 • PNC Financial Services Group, Inc. • National commercial banks • Pennsylvania

In the Agreement, “PNC” means The PNC Financial Services Group, Inc., “Corporation” means PNC and its Consolidated Subsidiaries, and “Plan” means The PNC Financial Services Group, Inc. 2006 Incentive Award Plan as amended from time to time.

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PNC BANK, NATIONAL ASSOCIATION ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • March 3rd, 2014 • PNC Financial Services Group, Inc. • National commercial banks • Pennsylvania

THIS AGREEMENT, dated as of January 16, 2014, between PNC Bank, National Association, a national banking association chartered under the laws of the United States, as Issuer (the “Bank”), and PNC Bank, National Association, as issuing and paying agent (the “Issuing and Paying Agent,” which term shall also refer to any duly appointed successor thereto) for the benefit of the named parties herein and for the benefit of the holders (the “Holders”) of the Bank Notes (as defined below) as described in that certain Offering Circular dated January 16, 2014, as amended or supplemented (the “Offering Circular”).

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