PNC Financial Services Group, Inc. Sample Contracts

BY AND AMONG
Agreement and Plan of Merger • September 2nd, 2003 • PNC Financial Services Group Inc • National commercial banks • Pennsylvania
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between
Agreement and Plan of Merger • February 14th, 2005 • PNC Financial Services Group Inc • National commercial banks • Delaware
GROUP, INC. and
Rights Agreement • May 23rd, 2000 • PNC Financial Services Group Inc • National commercial banks • New York
AGREEMENT BY AND BETWEEN PNC BANK, NATIONAL ASSOCIATION PITTSBURGH, PENNSYLVANIA AND THE OFFICE OF THE COMPTROLLER OF THE CURRENCY
Agreement • July 18th, 2002 • PNC Financial Services Group Inc • National commercial banks • Pennsylvania
PNC Funding Corp, Issuer and PNC Bank Corp., Guarantor
PNC Bank Corp • February 19th, 1999 • National commercial banks • New York
EXHIBIT 10.18 TRUST AGREEMENT
Trust Agreement • March 21st, 1997 • PNC Bank Corp • National commercial banks • North Carolina
WITNESSETH
Amendment Agreement • November 8th, 1995 • PNC Bank Corp • National commercial banks • Pennsylvania
PNC Funding Corp, Issuer and The PNC Financial Services Group, Inc., Guarantor
PNC Financial Services Group Inc • August 1st, 2001 • National commercial banks • New York
PNC Funding Corp, Issuer and The PNC Financial Services Group, Inc., Guarantor
PNC Financial Services Group Inc • November 3rd, 2003 • National commercial banks • New York
PNC Bank Corp.
PNC Bank Corp • October 7th, 1996 • National commercial banks • New York
EMPLOYMENT AGREEMENT by and between PNC BANK CORP. and
Employment Agreement • March 27th, 1996 • PNC Bank Corp • National commercial banks • New Jersey
EXHIBIT 10.14 TRUST AGREEMENT
Trust Agreement • March 13th, 2003 • PNC Financial Services Group Inc • National commercial banks • Pennsylvania
1 EXHIBIT 10.9 FORMS OF AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTS
PNC Financial Services Group Inc • March 12th, 2001 • National commercial banks
PNC Funding Corp, Issuer and PNC Bank Corp., Guarantor
PNC Bank Corp • July 11th, 1997 • National commercial banks • New York
WARRANT AGREEMENT Dated as of April 29, 2010 between THE PNC FINANCIAL SERVICES GROUP, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Common Stock
Warrant Agreement • April 30th, 2010 • PNC Financial Services Group Inc • National commercial banks • New York

WARRANT AGREEMENT dated as of April 29, 2010 (this “Agreement”), between THE PNC FINANCIAL SERVICES GROUP, INC. (the “Company”), COMPUTERSHARE INC. (“Computershare”), a Delaware corporation, and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered limited purpose trust company, the latter two acting together as Warrant Agent (the “Warrant Agent”).

16,885,192 Warrants The PNC Financial Services Group, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 5th, 2010 • PNC Financial Services Group Inc • National commercial banks • New York

The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 16,885,192 warrants (the “Warrants”) of The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $5.00 par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

Recitals
Replacement Capital Covenant • February 13th, 2008 • PNC Financial Services Group Inc • National commercial banks
EXHIBIT 10.15 FORMS OF SECOND AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTS
PNC Financial Services Group Inc • November 14th, 2001 • National commercial banks
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Contract
Stock Option Agreement • October 30th, 2008 • PNC Financial Services Group Inc • National commercial banks • New York

STOCK OPTION AGREEMENT, dated as of October 24, 2008, (this “Agreement”), between National City Corporation, a Delaware corporation (“Issuer”), and The PNC Financial Services Group, Inc., a Pennsylvania corporation (“Grantee”).

Contract
PNC Financial Services Group, Inc. • January 22nd, 2024 • National commercial banks • New York
THE PNC FINANCIAL SERVICES GROUP, INC. UP TO 15,000,000 SHARES OF COMMON STOCK (PAR VALUE $5.00) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 14th, 2009 • PNC Financial Services Group Inc • National commercial banks • New York
PNC Funding Corp, Issuer and The PNC Financial Services Group, Inc., Guarantor Underwriting Agreement
PNC Financial Services Group, Inc. • March 8th, 2012 • National commercial banks • New York

PNC Funding Corp, 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 (together with the guarantees mentioned below, the “Securities”) to be guaranteed by The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Guarantor”), and to be issued under an indenture dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York Mellon (formerly known as The Bank of New York, successor to JPMorgan Chase Bank, N.A., which was formerly known as The Chase Manhattan Bank, which was formerly known as Chemical Bank, successor by merger to Manufacturers Hanover Trust Company), as trustee (the “Trustee”), as amended by a Supplemental Indenture dated as of February 15, 1993, among the Company, the Guarantor and the Trustee, as further am

PNC BANK CORP.
Nonstatutory Stock Option Agreement • March 21st, 1997 • PNC Bank Corp • National commercial banks
THE PNC FINANCIAL SERVICES GROUP, INC.
Restricted Share Units Award Agreement • August 4th, 2020 • PNC Financial Services Group, Inc. • National commercial banks • Pennsylvania

This Agreement sets forth the terms and conditions of your restricted share unit award made pursuant to The PNC Financial Services Group, Inc. 2016 Incentive Award Plan and any sub-plans thereto (this “Agreement”).

Underwriting Agreement
Underwriting Agreement • November 1st, 2019 • 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.

The PNC Financial Services Group, Inc. 18,000,000 Depositary Shares,
PNC Financial Services Group, Inc. • September 21st, 2012 • 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

PNC FUNDING CORP, ISSUER AND THE PNC FINANCIAL SERVICES GROUP, INC., GUARANTOR AND JPMORGAN CHASE BANK, N.A., TRUSTEE INDENTURE DATED AS OF JUNE 30, 2005 Guaranteed Convertible Senior Debt Securities
PNC Financial Services Group Inc • June 30th, 2005 • National commercial banks • Pennsylvania

INDENTURE, dated as of June 30, 2005, among PNC Funding Corp, a Pennsylvania corporation (herein called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Indenture) having its principal office at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222 and The PNC Financial Services Group, Inc., a Pennsylvania Corporation (herein called the “Guarantor,” which term shall include any successors and assigns pursuant to the terms of this Indenture) having its principal executive office at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222, and JPMorgan Chase Bank, N.A., as Trustee (herein called the “Trustee”).

PNC BANK CORP. 1997 LONG-TERM INCENTIVE AWARD PLAN
PNC Bank Corp • April 25th, 1997 • National commercial banks
THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED SHARE UNITS AWARD AGREEMENT SENIOR LEADERS PROGRAM (SECTION 16 EXECUTIVES)
Performance Restricted Share Units Award Agreement • August 2nd, 2017 • PNC Financial Services Group, Inc. • National commercial banks • Pennsylvania
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