0001193125-17-033184 Sample Contracts

The PNC Financial Services Group, Inc. Underwriting Agreement
Underwriting Agreement • February 7th, 2017 • PNC Financial Services Group, Inc. • National commercial banks • New York

The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of September 6, 2012, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended from time to time (as amended, the “Indenture”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

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