PNC Funding Corp, Issuer and The PNC Financial Services Group, Inc., Guarantor Underwriting AgreementPNC Financial Services Group Inc • February 8th, 2010 • 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 know 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 ame
The PNC Financial Services Group, Inc. 55,555,600 Shares of Common Stock, $5.00 par value Underwriting AgreementPNC Financial Services Group Inc • February 8th, 2010 • National commercial banks • New York
The PNC Financial Services Group, Inc. (the “Corporation”), a Pennsylvania corporation, proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 55,555,600 shares (the “Firm Shares”) of the Corporation’s common stock, par value $5.00 per share (the “Common Stock”) and, at the election of the Representatives acting on behalf of the Underwriters, to issue and sell to the Underwriters up to an additional 8,333,340 shares of the Common Stock (the “Optional Shares”, and, together with the Firm Shares, the “Shares”), solely to cover over-allotments. Capitalized terms used herein and not otherwise defined but that are defined in the Final Prospectus have the meanings specified in the Final Prospectus. The shares of Common Stock to be outstanding after giving effect to the issuance and sale of the Shares are referred to herein as the “Stock”.
