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PNC » Topics » [signatures appear on following page]

These excerpts taken from the PNC 8-K filed Sep 21, 2009.

[signatures appear on following page]

IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Guarantee to be duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.

Dated: September 21, 2009

 

THE PNC FINANCIAL SERVICES GROUP, INC.
By  

/s/ Samuel R. Patterson

Name:   Samuel R. Patterson
Title:   Senior Vice President

 

Attest:

/s/ George P. Long, III

Name:   George P. Long, III
Title:   Corporate Secretary

[SEAL]

[signatures appear on following page]

IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed in its name by its Chairman of the Board, President or any Executive or Senior Vice President, and by its Secretary or an Assistant Secretary, or by facsimiles of any of their signatures, and its corporate seal, or a facsimile thereof, to be hereto affixed.

Dated: September 21, 2009

 

PNC FUNDING CORP
By  

/s/ Lisa M. Kovac

Name:   Lisa M. Kovac
Title:   Senior Vice President

 

Attest:

/s/ George P. Long, III

Name:   George P. Long, III
Title:   Secretary

[SEAL]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON
as Trustee

By  

/s/ Francine Kincaid

  Authorized officer

[signatures appear on following page]

 

29

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor and the several Underwriters.

 

Very truly yours,
PNC Funding Corp
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Vice President
The PNC Financial Services Group, Inc.
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Vice President

 

Confirmed and accepted, intending to be legally bound, as of the date specified in Schedule I hereto.
By:   J.P. Morgan Securities Inc.
By:  

/s/ Stephen L. Sheiner

Name:   Stephen L. Sheiner
Title:   Vice President
By:   Goldman, Sachs & Co.
By:  

/s/ Goldman, Sachs & Co.

  (Goldman, Sachs & Co.)

SCHEDULE I

Underwriting Agreement dated September 16, 2009

Registration Statement Nos. 333-139912, 333-139912-01

Representatives:

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017 and

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Title, Purchase Price and Description of Securities:

 

Title:    4.25% Senior Notes Due September 21, 2015
Principal Amount:    $500,000,000
Public offering price:    99.822% of the Principal Amount plus accrued interest, if any, from September 21, 2009
Purchase price:    99.472% of the Principal Amount plus accrued interest, if any, from September 21, 2009
Sinking fund provisions:    None
Redemption provisions:    As described in the Final Prospectus
Other provisions:    As described in the Final Prospectus
Applicable Time    3:45 p.m. (Eastern Time) on September 16, 2009
Closing Date, Time and Location:    September 21, 2009, 10:00 a.m. at the office of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019-7475

SCHEDULE II

 

Underwriter

    Principal Amount
of 4.25% Senior
Notes due 2015 to
be Purchased

Goldman, Sachs & Co.

    $ 187,500,000

J.P. Morgan Securities Inc.

    $ 187,500,000

PNC Capital Markets LLC

    $ 125,000,000
      

Total

    $ 500,000,000
      

SCHEDULE III

 

A. Issuer Free Writing Prospectuses Included in Pricing Disclosure Package

 

  1. The Final Term Sheet filed pursuant to Section 4(a) of this Agreement.

 

B. Other Issuer Free Writing Prospectuses

 

  1. Investor Presentation dated as of September 15, 2009
These excerpts taken from the PNC 8-K filed Jun 9, 2009.

[signatures appear on following page]

IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Guarantee to be duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.

Dated: June 9, 2009

 

THE PNC FINANCIAL SERVICES GROUP, INC.
By  

/s/ Samuel R. Patterson

Name:   Samuel R. Patterson
Title:   Senior Vice President

Attest:

 

/s/ George P. Long, III

Name:   George P. Long, III
Title:   Corporate Secretary

[SEAL]

[signatures appear on following page]

IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed in its name by its Chairman of the Board, President or any Executive or Senior Vice President, and by its Secretary or an Assistant Secretary, or by facsimiles of any of their signatures, and its corporate seal, or a facsimile thereof, to be hereto affixed.

Dated: June 9, 2009

 

PNC FUNDING CORP
By  

/s/ Lisa M. Kovac

Name:   Lisa M. Kovac
Title:   Senior Vice President

Attest:

 

/s/ George P. Long, III

Name:   George P. Long, III
Title:   Secretary

[SEAL]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON
as Trustee
By  

/s/ Francine Kincaid

  Authorized officer

[signatures appear on following page]

IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed in its name by its Chairman of the Board, President or any Executive or Senior Vice President, and by its Secretary or an Assistant Secretary, or by facsimiles of any of their signatures, and its corporate seal, or a facsimile thereof, to be hereto affixed.

Dated: June 9, 2009

 

PNC FUNDING CORP

By

  

/s/ Lisa M. Kovac

Name:

   Lisa M. Kovac

Title:

   Senior Vice President

Attest:

 

/s/ George P. Long, III

Name:

   George P. Long, III

Title:

   Secretary

[SEAL]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON

as Trustee

By

  

/s/ Francine Kincaid

  Authorized officer

[signatures appear on following page]

IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed in its name by its Chairman of the Board, President or any Executive or Senior Vice President, and by its Secretary or an Assistant Secretary, or by facsimiles of any of their signatures, and its corporate seal, or a facsimile thereof, to be hereto affixed.

Dated: June 9, 2009

 

PNC FUNDING CORP

By

  

/s/ Lisa M. Kovac

Name:

   Lisa M. Kovac

Title:

   Senior Vice President

Attest:

 

/s/ George P. Long, III

Name:

   George P. Long, III

Title:

   Secretary

[SEAL]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON

as Trustee

By

  

/s/ Francine Kincaid

  Authorized officer

[signatures appear on following page]

 

29

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor and the several Underwriters.

 

Very truly yours,
PNC Funding Corp
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Senior Vice President
The PNC Financial Services Group, Inc.
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Vice President

Confirmed and accepted,

intending to be legally

bound, as of the date specified

in Schedule I hereto.

 

By:   J.P. Morgan Securities Inc.
By:  

/s/ Stephen L. Sheiner

Name:   Stephen L. Sheiner
Title:   Vice President
By:   Goldman, Sachs & Co.
By:  

/s/ Goldman, Sachs & Co.

  (Goldman, Sachs & Co.)

SCHEDULE I

Underwriting Agreement dated June 4, 2009

Registration Statement Nos. 333-139912, 333-139912-01

Representatives:

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017 and

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Title, Purchase Price and Description of Securities:

 

Title:    5.40% Senior Notes Due June 10, 2014
Principal Amount:    $400,000,000
Public offering price:    99.840% of the Principal Amount plus accrued interest, if any, from June 9, 2009
Purchase price:    99.490% of the Principal Amount plus accrued interest, if any, from June 9, 2009
Sinking fund provisions:    None
Redemption provisions:    As described in the Final Prospectus
Other provisions:    As described in the Final Prospectus
Title:    6.70% Senior Notes due June 10, 2019
Principal Amount:    $600,000,000
Public offering price:    99.791% of the Principal Amount plus accrued interest, if any, from June 9, 2009
Purchase price:    99.341% of the Principal Amount plus accrued interest, if any, from June 9, 2009
Sinking fund provisions:    None
Redemption provisions:    As described in the Final Prospectus
Other provisions:    As described in the Final Prospectus
Applicable Time    3:45 p.m. (Eastern Time) on June 4, 2009.
Closing Date, Time and Location:    June 9, 2009, 10:00 a.m. at the office of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019-7475

 

1

SCHEDULE II

 

Underwriter

    Principal Amount
of 5.40% Senior
Notes due 2014 to
be Purchased		    Principal Amount
of 6.70% Senior
Notes due 2019 to
be Purchased

Goldman, Sachs & Co.

    $ 150,000,000    $ 225,000,000

J.P. Morgan Securities Inc.

    $ 150,000,000    $ 225,000,000

PNC Capital Markets LLC

    $ 100,000,000    $ 150,000,000
             

Total

    $ 400,000,000    $ 600,000,000
             

SCHEDULE III

1. In respect of each series of the Securities, the Final Term Sheet filed pursuant to Section 4(a) of this Agreement.

These excerpts taken from the PNC 8-K filed Apr 3, 2009.

[signatures appear on following page]

 

24

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor and the several Underwriters.

 

Very truly yours,
PNC Funding Corp
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Senior Vice President
The PNC Financial Services Group, Inc.
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Vice President

 

Confirmed and accepted,

intending to be legally

bound, as of the date specified

in Schedule I hereto.

By:   J.P. Morgan Securities Inc.
By:  

/s/ Robert Bottamedi

Name:   Robert Bottamedi
Title:   Vice President
By:   Citigroup Global Markets Inc.
By:  

/s/ Jack D. McSpadden, Jr.

Name:   Jack D. McSpadden, Jr.
Title:   Managing Director

SCHEDULE I

Underwriting Agreement dated March 30, 2009

Registration Statement No. 333-139912, 333-139912-01

Representatives:

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017 and

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Title, Purchase Price and Description of Securities:

 

Title:   Floating Rate Senior Notes Due 2012
Principal Amount:   $1,000,000,000
Public offering price:   100.00% of the Principal Amount plus accrued interest, if any, from March 31, 2009
Purchase price:   99.70% of the Principal Amount plus accrued interest, if any, from March 31, 2009
Sinking fund provisions:   None
Redemption provisions:   As described in the Prospectus
Other provisions:   As described in the Prospectus
Applicable Time   2:15 p.m. (Eastern Time) on March 30, 2009.
Closing Date, Time and Location:   March 31, 2009, 10:00 a.m. at the office of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019-7475

 

1

SCHEDULE II

 

Underwriter

    Principal Amount
of Floating Rate Senior Notes due
2012 to be Purchased

Citigroup Global Markets Inc.

    $ 400,000,000

J.P. Morgan Securities Inc.

    $ 400,000,000

PNC Capital Markets LLC

    $ 200,000,000
      

Total

    $ 1,000,000,000
      

SCHEDULE III

 

1. The Final Term Sheet filed pursuant to Section 4(a) of this Agreement.

[signatures appear on following page]

 

A-15

IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Guarantee to be duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.

 

Dated:        
      THE PNC FINANCIAL SERVICES GROUP, INC.
      By  

 

      Name:   Samuel R. Patterson
      Title:   Senior Vice President
Attest:        
 

 

      
Name:   George P. Long, III      
Title:   Corporate Secretary      
[SEAL]        

 

A-16

These excerpts taken from the PNC 8-K filed Dec 24, 2008.

[signatures appear on following page]

 

A-15

IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Guarantee to be duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.

 

Dated:        
      THE PNC FINANCIAL SERVICES GROUP, INC.
      By  

 

      Name:   Randall C. King
      Title:   Senior Vice President
Attest:        
 

 

      
Name:   George P. Long, III      
Title:   Corporate Secretary      
[SEAL]        

 

A-16

[signatures appear on following page]

 

B-13

IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Guarantee to be duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.

Dated:

 

THE PNC FINANCIAL SERVICES GROUP, INC.
By  

 

Name:   Randall C. King
Title:   Senior Vice President

 

Attest:

 

Name:   George P. Long, III
Title:   Corporate Secretary

[SEAL]

 

B-14

These excerpts taken from the PNC 8-K filed Oct 1, 2007.

[signatures appear on following page]

IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Guarantee to be duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.

Dated: September 28, 2007

 

THE PNC FINANCIAL SERVICES GROUP, INC.
By  

/s/ Lisa M. Kovac

Name:   Lisa M. Kovac
Title:   Vice President

 

Attest:

/s/ George P. Long, III

Name:   George P. Long, III
Title:   Corporate Secretary
[SEAL]

[signatures appear on following page]

IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed in its name by its Chairman of the Board, President or any Executive or Senior Vice President, and by its Secretary or an Assistant Secretary, or by facsimiles of any of their signatures, and its corporate seal, or a facsimile thereof, to be hereto affixed.

Dated: September 28, 2007

 

PNC FUNDING CORP
By   /s/ Lisa M. Kovac
Name:   Lisa M. Kovac
Title:   Vice President

 

Attest:

  

/s/ George P. Long, III

Name:

   George P. Long, III

Title:

   Secretary
[SEAL]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

THE BANK OF NEW YORK

as Trustee

By

  

/s/ Francine Kincaid

  Authorized officer

[signatures appear on following page]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantor and the several Underwriters.

 

Very truly yours,
PNC Funding Corp
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Vice President
The PNC Financial Services Group, Inc.
By:  

/s/ Lisa Marie Kovac

Name:   Lisa Marie Kovac
Title:   Vice President

Confirmed and accepted,

intending to be legally

bound, as of the date specified

in Schedule I hereto.

 

By:   Banc of America Securities LLC
By:  

/s/ Lily Chang

Name:   Lily Chang
Title:   Principal
By:   Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:  

/s/ Jason Braunstein

Name:   Jason Braunstein
Title:   Director

SCHEDULE I

Underwriting Agreement dated September 25, 2007

Registration Statement No. 333-139912, 333-139912-01

Representatives:

Banc of America Securities LLC

9 West 57th Street

New York, NY 10019

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center, North Tower

250 Vesey Street

New York, NY 10080

Title, Purchase Price and Description of Securities:

 

Title:    5.50% Senior Notes Due 2012
Principal Amount:    $250,000,000
Public offering price:    99.970% of the Principal Amounts plus accrued interest, if any, from September 28, 2007
Purchase price:    99.770% of the Principal Amounts plus accrued interest, if any, from September 28, 2007, 2007
Sinking fund   
provisions:    None
Redemption provisions:    None
Other provisions:    None
Closing Date, Time and Location:    September 28, 2007, 10:00 a.m. at the office of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019-7475
Delayed Delivery Arrangements:    None

Fee: N/A

Minimum principal amount of each contract: N/A

Maximum aggregate principal amount of all contracts: N/A

Modification of items to be covered by the letter from Deloitte and Touche LLP delivered pursuant to Section 6(e):    Letter from Deloitte and Touche LLP to be delivered pursuant to Section 6(e) at the Closing date, not also at the Execution Time.
Modification of items to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 6(f):    Letter from PricewaterhouseCoopers LLP to be delivered pursuant to Section 6(f) at the Closing date, not also at the Execution Time.

SCHEDULE II

 

Underwriter

   

Principal Amount

of Notes to be
Purchased

Banc of America Securities LLC

    $ 112,500,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

      112,500,000

PNC Capital Markets LLC

      25,000,000
      

Total

    $ 250,000,000
      

SCHEDULE III

 

1. The Final Term Sheet filed pursuant to Section 4(a) of this Agreement

SCHEDULE IV

None.

EXCERPTS ON THIS PAGE:

8-K (3 sections)
Sep 21, 2009
8-K (5 sections)
Jun 9, 2009
8-K (2 sections)
Apr 3, 2009
8-K (2 sections)
Dec 24, 2008
8-K (3 sections)
Oct 1, 2007

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