PNC Funding Corp, Issuer and The PNC Financial Services Group, Inc., Guarantor Underwriting AgreementPNC Financial Services Group Inc • February 2nd, 2007 • National commercial banks • New York
PNC Funding Corp, a Pennsylvania corporation (the “Company”), proposes to 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 (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, and as further amended by a Second Supplemental Indenture dated as of
PNC Funding Corp, Issuer and The PNC Financial Services Group, Inc., Guarantor Amended and Restated Underwriting AgreementUnderwriting Agreement • February 2nd, 2007 • PNC Financial Services Group Inc • National commercial banks • New York
WHEREAS, PNC Funding Corp, a Pennsylvania corporation (the “Company”), The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Guarantor”) and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives (the “Representatives”) of the underwriters (the “Underwriters”) listed in Schedule II hereto, wish to amend and restate the underwriting agreement dated as of January 25, 2007 (the “Original Underwriting Agreement”), entered among and between the Company, the Guarantor and the Representatives (the “Parties”);
