Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O, $1.00 par value Underwriting AgreementPNC Financial Services Group Inc • July 27th, 2011 • National commercial banks • New York
The PNC Financial Services Group, Inc. (the “Corporation”), a Pennsylvania 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 1,000,000 Depositary shares (the “Depositary Shares”), each such share representing ownership of 1/100th of a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O 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. (“Computershare” or 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
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 July 27, 2011Deposit Agreement • July 27th, 2011 • PNC Financial Services Group Inc • National commercial banks • Delaware
DEPOSIT AGREEMENT dated as of July , 2011, among (i) The PNC Financial Services Group, Inc., a Pennsylvania corporation, (ii) Computershare Trust Company, N.A., (iii) Computershare Inc., and (iv) the Holders from time to time of the Receipts described herein.
