The PNC Financial Services Group, Inc. 525,000 Depositary Shares, Each representing 1/100th interest in a share of Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series S Underwriting AgreementUnderwriting Agreement • November 1st, 2016 • 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 525,000 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 S 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 November 1, 2016Deposit Agreement • November 1st, 2016 • PNC Financial Services Group, Inc. • National commercial banks • Delaware
DEPOSIT AGREEMENT dated as of November 1, 2016, among (i) The PNC Financial Services Group, Inc., a Pennsylvania corporation, (ii) Computershare Inc. and its wholly owned subsidiary, (iii) Computershare Trust Company, N.A., and (iv) the Holders from time to time of the Receipts described herein.
