Deposit Agreement



 Exhibit 4.3 
 Execution Version 
 DEPOSIT AGREEMENT 
 among 
 THE PNC FINANCIAL SERVICES GROUP, INC., 
 PNC BANK, NATIONAL ASSOCIATION, as Depositary, 
 and 
 THE HOLDERS FROM TIME TO TIME OF 
 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN 
 Dated as of May 21, 2008 







 TABLE OF CONTENTS 
  


			
	 	  	Page
		
	 Article I DEFINED TERMS
	  	1
		
	 Section 1.1 Definitions
	  	1
		
	 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES K PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF
RECEIPTS
	  	3
		
	 Section 2.1. Form and Transfer of Receipts
	  	3
	 Section 2.2. Deposit of Series K Preferred Stock; Execution and Delivery of Receipts in Respect Thereof
	  	4
	 Section 2.3. Registration of Transfer of Receipts
	  	5
	 Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series K Preferred Stock
	  	5
	 Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts
	  	6
	 Section 2.6. Lost Receipts, etc.
	  	7
	 Section 2.7. Cancellation and Destruction of Surrendered Receipts
	  	7
	 Section 2.8. Redemption of Series K Preferred Stock
	  	7
	 Section 2.9. Receipts Issuable in Global Registered Form
	  	8
		
	 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION
	  	9
		
	 Section 3.1. Filing Proofs, Certificates and Other Information
	  	9
	 Section 3.2. Payment of Taxes or Other Governmental Charges
	  	10
	 Section 3.3. Warranty as to Series K Preferred Stock
	  	10
	 Section 3.4. Warranty as to Receipts
	  	10
		
	 ARTICLE IV THE DEPOSITED SECURITIES; NOTICES
	  	10
		
	 Section 4.1. Cash Distributions
	  	10
	 Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges
	  	11
	 Section 4.3. Subscription Rights, Preferences or Privileges
	  	11
	 Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts
	  	12
	 Section 4.5. Voting Rights
	  	13
	 Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.
	  	13
	 Section 4.7. Delivery of Reports
	  	14
	 Section 4.8. Lists of Receipt Holders
	  	14
		
	 ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION
	  	14
		
	 Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar
	  	14

  

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	 Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the
Corporation
	  	15
	 Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation
	  	15
	 Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary
	  	16
	 Section 5.5. Corporate Notices and Reports
	  	17
	 Section 5.6. Indemnification by the Corporation
	  	18
	 Section 5.7. Fees, Charges and Expenses
	  	18
		
	 ARTICLE VI AMENDMENT AND TERMINATION
	  	18
		
	 Section 6.1. Amendment
	  	18
	 Section 6.2. Termination
	  	19
		
	 ARTICLE VII MISCELLANEOUS
	  	19
		
	 Section 7.1. Counterparts
	  	19
	 Section 7.2. Exclusive Benefit of Parties
	  	19
	 Section 7.3. Invalidity of Provisions
	  	19
	 Section 7.4. Notices
	  	20
	 Section 7.5. Depositary’s Agents
	  	20
	 Section 7.6. Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series K Preferred
Stock
	  	21
	 Section 7.7. Appointment of Calculation Agent
	  	21
	 Section 7.8. Holders of Receipts Are Parties
	  	21
	 Section 7.9. Governing Law
	  	21
	 Section 7.10. Inspection of Deposit Agreement
	  	22
	 Section 7.11. Headings
	  	22

  

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 DEPOSIT AGREEMENT dated as of May 21, 2008, among (i) The PNC Financial Services Group, Inc., a
Pennsylvania corporation, (ii) PNC Bank National Association, a national banking association formed under the laws of the United States, and (iii) the Holders from time to time of the Receipts described herein. 
 WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series K Preferred Stock of the
Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series K Preferred Stock so deposited; and 

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement; 
 NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows: 
 Article I 
 DEFINED
TERMS 
 Section 1.1 Definitions. 
 The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement: 
 “Certificate of Designations” shall mean the relevant Certificate of Designations filed with the Department of State of the Commonwealth of Pennsylvania establishing the Series K Preferred Stock as a series
of preferred stock of the Corporation. 
 “Corporation” shall mean The PNC Financial Services Group, Inc., a Pennsylvania
corporation, and its successors. 
 “Deposit Agreement” shall mean this Deposit Agreement, as amended or supplemented from time to
time in accordance with the terms hereof. 
 “Depositary” shall mean PNC Bank, National Association, a national banking association
formed under the laws of the United States, and any successor as Depositary hereunder. 
 “Depositary Shares” shall mean the
depositary shares, each representing one tenth of one share of the Series K Preferred Stock, evidenced by a Receipt. 
 “Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5. 







 “Depositary’s Office” shall mean the principal office of the Depositary in Pittsburgh,
Pennsylvania, at which at any particular time its depositary receipt business shall be administered. 
 “DTC means the Depository Trust
Company. 
 “Exchange Event” shall mean with respect to any Global Registered Receipt: 
 (1) (A) the Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it is no longer
willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Securities Exchange Act of 1934, as amended, and (B) the Corporation has not appointed
a qualified successor Global Receipt Depository within 90 calendar days after the Corporation received such notice, or 
 (2) the Corporation
in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts. 
 “Global Receipt Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt
Depository by the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the extent required by any applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended. 

“Global Registered Receipts” means a global registered Receipt registered in the name of a nominee of DTC. 
 “Letter of Representations” means any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect
to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.

 “Officer’s Certificate” shall mean a certificate in substantially the form set forth as Exhibit B hereto, which
is signed by an officer of the Corporation and which shall include the terms and conditions of the Series K Preferred Stock to be issued by the Corporation and deposited with the Depositary from time to time in accordance with the terms hereof.

 “Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as
Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Series K Preferred Stock held of record by the Record Holder of such Depositary Shares. 
 “Record Holder” or “Holder” as applied to a Receipt shall mean the person in whose name such Receipt is registered on the books of
the Depositary maintained for such purpose. 
  

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 “Redemption Date” shall have the meaning set forth in Section 2.8. 
 “Registrar” shall mean the Depositary or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and
transfers of Receipts as herein provided and if a successor Registrar shall be so appointed, references herein to “the books” of or maintained by the Depository shall be deemed, as applicable, to refer as well to the register maintained by
such Registrar for such purpose. 
 “Securities Act” shall mean the Securities Act of 1933, as amended. 
 “Series K Preferred Stock” shall mean the shares of the Corporation’s Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock Series K,
$1.00 par value, with a liquidation preference of $10,000 per share, designated in the Certificate of Designations and described in the Officer’s Certificate delivered pursuant to Section 2.2 hereof. 
 ARTICLE II 
 FORM OF RECEIPTS, DEPOSIT OF
SERIES K PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 
 Section 2.1. Form and Transfer of Receipts.

 The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with Section 2.2, shall execute and
deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be
prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the penultimate paragraph of
Section 2.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of
Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be
entitled to the same benefits under this Agreement as definitive Receipts. 
 Receipts shall be executed by the Depositary by the manual
signature of a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by manual
signature by a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of
the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been 

  

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appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by manual signature by a duly authorized officer
of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. 
 Receipts shall
be in denominations of any number of whole Depositary Shares. 
 Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange upon which the Series K Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Receipts are subject. 
 Title to Depositary Shares evidenced by a Receipt which is properly endorsed or
accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be
registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 
 Section 2.2. Deposit of Series K Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. 
 Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series K Preferred Stock under this Deposit Agreement by delivery to the Depositary of a
certificate or certificates for such shares of Series K Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and an executed Officer’s Certificate attaching the Certificate of Designations and all other
information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts
evidencing in the aggregate the number of Depositary Shares representing such deposited Series K Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to
be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. 
 The Series K Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the
Depositary shall determine. The Depositary shall not lend any Series K Preferred Stock deposited hereunder. 
  

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 Upon receipt by the Depositary of a certificate or certificates for Series K Preferred Stock deposited in
accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Series K Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of
the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to
in the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series K Preferred Stock so deposited and registered in such name or names as may be requested by such person
or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person
requesting such delivery. 
 Section 2.3. Registration of Transfer of Receipts. 
 Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon
any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto. 
 The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next
preceding any selection of Depositary Shares and Series K Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt
called or being called for redemption in whole or in part except as provided in Section 2.8. 
 Section 2.4. Split-ups and Combinations
of Receipts; Surrender of Receipts and Withdrawal of Series K Preferred Stock. 
 Upon surrender of a Receipt or Receipts at the
Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute
a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the
order of the Holder of the Receipt or Receipts so surrendered. 
 Any Holder of a Receipt or Receipts may withdraw the number of whole shares
of Series K Preferred Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals.
Thereafter, without unreasonable delay, the Depositary shall deliver to such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Series K Preferred Stock and all money and other


  

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property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Series K Preferred Stock will not
thereafter be entitled to deposit such Series K Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a
number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series K Preferred Stock, the Depositary shall at the same time, in addition to such number of whole shares of Series K Preferred
Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon his order, a new Receipt evidencing such excess number of Depositary Shares. 
 In no event will fractional shares of Series K Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the
Series K Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate. 
 If the Series K Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a person or persons other than the
Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such Series K Preferred Stock, such Holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require
that the Receipt or Receipts surrendered by such Holder for withdrawal of such shares of Series K Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. 
 Delivery of the Series K Preferred Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by
the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may be
designated by such Holder. 
 Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. 
 As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the
Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any
charges or expenses payable by the Holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature, and may also require compliance with such
regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this Deposit Agreement and/or applicable law. 
 The deposit of the Series K Preferred Stock may be refused, the delivery of Receipts against Series K Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of
transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary,
any of the 

  

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Depositary’s Agents or the Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or
commission or under any provision of this Deposit Agreement. 
 Section 2.6. Lost Receipts, etc. 
 In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and
tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to the
Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the Holder thereof furnishing the Depositary with reasonable indemnification satisfactory to the
Depositary. 
 Section 2.7. Cancellation and Destruction of Surrendered Receipts. 
 All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled. 
 Section 2.8. Redemption of Series K Preferred
Stock. 
 Whenever the Corporation shall be permitted and shall elect to redeem shares of Series K Preferred Stock in accordance with the
terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 days and not more than 60 days prior to the Redemption Date (as
defined below), notice of the date of such proposed redemption of Series K Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a
certificate from the Corporation stating that such redemption of Series K Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have
paid or caused to be paid in full to the Depositary the redemption price of the Series K Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption, in accordance with the
provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Series K Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series K Preferred Stock
and the proposed simultaneous redemption of the number of Depositary Shares representing the Series K Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date
fixed for redemption of such Series K Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear
on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the
sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than
all the Depositary Shares held by any such Holder are to be redeemed, 

  

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the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts
evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series K Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such
Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Depositary to be fair and
equitable. 
 Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have
failed to provide the funds necessary to redeem the Series K Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series K Preferred Stock so called for Redemption shall cease to accrue from
and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the
redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly
endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one tenth of the redemption price per share of
Series K Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the
shares of Series K Preferred Stock to be so redeemed and have not therefore been paid. 
 If fewer than all of the Depositary Shares
evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such
prior Receipt and not called for redemption. In any such case, we shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof. 
 Section 2.9. Receipts Issuable in Global Registered Form. 
 If the Corporation shall determine
in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement,
execute and deliver one or more Global Registered Receipts evidencing the Receipts of such Series, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Receipts to be represented by
such Global Registered Receipt or Receipts, (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. 
 Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt may only be transferred in whole and only by the applicable Global
Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such 

  

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Global Receipt Depository to such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any
such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the Corporation or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial
interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt
Depository shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and
any director, officer, employee or agent of the Corporation or the Depositary as the holder of such Global Registered Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered to the owners of the beneficial interests
in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such
participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the
Corporation and the Depositary shall give all such notices, payments and communications specified herein to be given to such holders to the applicable Global Receipt Depository. 
 If an Exchange Event has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary shall, upon receipt of a written
order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, shall execute and deliver, individual definitive registered Receipts, in authorized denominations
and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt in exchange for such Global Registered Receipt. 
 Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered in such names and in such
authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the persons in
whose names such Receipts are so registered. 
 Notwithstanding anything to the contrary in this Deposit Agreement, should the Corporation
determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of any Letter of Representations. 
 ARTICLE III 
 CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 
 Section 3.1. Filing Proofs, Certificates and Other Information. 
 Any Holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the
Depositary or the Corporation may reasonably deem 

  

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necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the
withdrawal of the Series K Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other
information is filed or such certificates are executed or such representations and warranties are made. 
 Section 3.2. Payment of Taxes or Other
Governmental Charges. 
 Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as
provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of Series K Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until
any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Series K Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be
applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency. 
 Section 3.3. Warranty as to
Series K Preferred Stock. 
 The Corporation hereby represents and warrants that the Series K Preferred Stock, when issued, will be duly
authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Series K Preferred Stock and the issuance of the related Receipts. 
 Section 3.4. Warranty as to Receipts. 
 The
Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Series K Preferred Stock. Such representation and warranty shall survive the deposit of the Series K Preferred Stock and the
issuance of the Receipts. 
 ARTICLE IV 
 THE DEPOSITED SECURITIES; NOTICES 
 Section 4.1. Cash Distributions. 
 Whenever the Depositary shall receive any cash dividend or other cash distribution on the Series K Preferred Stock, the Depositary shall, subject to
Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the Corporation or the Depositary shall be required to withhold and shall withhold from any cash dividend or other
cash distribution in respect of the Series K Preferred 

  

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Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly.
The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of one cent, and any balance not so distributable shall
be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to Record Holders of Receipts then outstanding. Each Holder of a Receipt
shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 or W-9, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the
Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to be made hereunder. 
 Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges. 
 Whenever the Depositary shall receive
any distribution other than cash, rights, preferences or privileges upon the Series K Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed
pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any
manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including
any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the
Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially
reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to Record Holders of Receipts as provided by
Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or
property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such
distributions. 
 Section 4.3. Subscription Rights, Preferences or Privileges. 
 If the Corporation shall at any time offer or cause to be offered to the persons in whose names the Series K Preferred Stock is recorded on the books of
the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available
by the Depositary to the Record Holders of Receipts in such manner as the Depositary may determine, either by the issue to such Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved
by the Depositary in its discretion with the approval of the Corporation; provided, however, that (i) if at 

  

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the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the
Corporation) not feasible to make such rights, preferences or privileges available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise
such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may,
if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the Record Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in
cash. 
 The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights,
preferences or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a
registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any right,
preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the
offering and sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act. 
 The
Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made
available to Holders of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration
of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. 
 Section 4.4. Notice of
Dividends, etc.; Fixing Record Date for Holders of Receipts. 
 Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Series K Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of the Series K Preferred Stock are entitled to vote or of which holders of the Series K Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Series K Preferred Stock) for the determination of the Holders of Receipts who
shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of
such meeting or for any other appropriate reasons. 
  

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 Section 4.5. Voting Rights. 
 Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of the Series K Preferred Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the Record Holders of Receipts a notice prepared by the Corporation which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the Holders may, subject to
any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series K Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions
may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the
relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Series K Preferred Stock represented by
the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the
Depositary to vote such Series K Preferred Stock or cause such Series K Preferred Stock to be voted. In the absence of specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any
meeting with respect to such Series K Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Series K Preferred Stock represented by the Depositary Shares evidenced by such Receipt. 
 Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. 
 Upon any change in par or stated value, split-up, combination or any other reclassification of the Series K Preferred Stock, subject to the provisions of
the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions
of, the Corporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of
Series K Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series K Preferred Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated
value, split-up, combination or other reclassification of the Series K Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for
or upon conversion of or in respect of the Series K Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series K Preferred Stock. In any such case the Depositary may in its discretion,
with the approval of the Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary
herein notwithstanding, Holders of Receipts shall have the right from and after the effective date 

  

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of any such change in par or stated value, split-up, combination or other reclassification of the Series K Preferred Stock or any such recapitalization,
reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series K Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of
shares and other securities and property and cash into which the Series K Preferred Stock represented by such Receipts might have been converted or for which such Series K Preferred Stock might have been exchanged or surrendered immediately prior to
the effective date of such transaction. 
 Section 4.7. Delivery of Reports. 
 The Depositary shall furnish to Holders of Receipts any reports and communications received from the Corporation which is received by the Depositary and
which the Corporation is required to furnish to the holders of the Series K Preferred Stock. 
 Section 4.8. Lists of Receipt Holders.

 Reasonably promptly upon request from time to time by the Corporation, at the sole expense of the Corporation, the Depositary shall
furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts. 
 ARTICLE V 
 THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION 
 Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. 
 Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery,
registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance
with the provisions of this Deposit Agreement. 
 The Depositary shall keep books at the Depositary’s Office for the registration and
registration of transfer of Receipts, which books at all reasonable times shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the Depositary that
such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. 
 The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. 
 The Depositary may, with the approval of the Corporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series K Preferred Stock represented by such 

  

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Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Corporation) for
registration of the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar
appointed by the Depositary upon the request or with the approval of the Corporation. If the Receipts, Depositary Shares or Series K Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the request of the
Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary Shares or Series K Preferred Stock as may be required by law or applicable securities exchange
regulation. 
 Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the
Corporation. 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any liability to
any Holder of Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the
Registrar, by reason of any provision, present or future, of the Corporation’s Amended and Restated Articles of Incorporation (including the Certificate of Designations) or by reason of any act of God or war or other circumstance beyond the
control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of
this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation incur liability to any Holder of a Receipt (i) by reason of any nonperformance or delay, caused
as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement. 
 Section 5.3. Obligations of the Depositary, the
Depositary’s Agents, the Registrar and the Corporation. 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar
nor the Corporation assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts other than for its negligence, willful misconduct or bad faith. Notwithstanding anything in this Agreement to the
contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but
not limited to lost profits). 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under
any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series K Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity
satisfactory to it against all expense and liability be furnished as often as may be required. 
  

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 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be
liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series K Preferred Stock for deposit, any Holder of a Receipt or any other person
believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written
notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series K Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not
taken in bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into
this Agreement against the Depositary or any Registrar. 
 The Depositary, the Depositary’s Agents, and any Registrar may own and deal
in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates. 
 The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement
or of the Receipts, the Depositary Shares or the Series K Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on
behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. 
 In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or
in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in
its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from
taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable
matter to the satisfaction of the Depositary. 
 Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary.

 The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such
resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. 
  

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 The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the
Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. 
 In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a
successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and
have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute
and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and
deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series K Preferred Stock and any moneys or property held hereunder
to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of
its appointment to the Record Holders of Receipts. 
 Any entity into or with which the Depositary may be merged, consolidated or converted
shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor
Depositary or its own name as successor Depositary. 
 Section 5.5. Corporate Notices and Reports. 
 The Corporation agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the Record Holders of
Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities exchange upon which the
Series K Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Amended and Restated Articles of Incorporation (including the Certificate of Designations), to be furnished to the Record Holders of Receipts.
Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the
Record Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation. 
  

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 Section 5.6. Indemnification by the Corporation. 
 Notwithstanding Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any Registrar
(including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise
out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or documents
contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation set forth in this Section 5.6 shall
survive any succession of any Depositary, Registrar or Depositary’s Agent. 
 Section 5.7. Fees, Charges and Expenses. 
 The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary
hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any
agent or Depositary Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Series K Preferred Stock
and the initial issuance of the Depositary Shares, all withdrawals of shares of Series K Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series K Preferred Stock at the option of the Corporation. The Corporation
shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares
evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided,
however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Holder of Receipts. The Depositary shall present
its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. 
 ARTICLE VI

 AMENDMENT AND TERMINATION 
 Section 6.1.
Amendment. 
 The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended
by agreement between the Corporation and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the Holders of
Receipts shall be effective against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts representing in the aggregate at least a two-thirds majority of the Depositary Shares then outstanding. Every
Holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Depositary Agreement as amended 

  

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thereby. In no event shall any amendment impair the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any
owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the Series K Preferred Stock and all money and other property, if any, represented thereby, except in
order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or applicable securities exchange. 
 Section 6.2. Termination. 
 This Agreement may be terminated by the Corporation or the
Depositary only if (i) all outstanding Depositary Shares issued hereunder have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final distribution in respect of the Series K Preferred Stock in connection
with any liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable or
(iii) upon the consent of Holders of Receipts representing in the aggregate not less than two-thirds of the Depositary Shares outstanding. 
 Upon the termination of this Deposit Agreement, the Corporation shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under
Sections 5.6 and 5.7. 
 ARTICLE VII 
 MISCELLANEOUS 
 Section 7.1. Counterparts. 
 This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. 
 Section 7.2. Exclusive Benefit of Parties. 
 This Deposit Agreement is for the exclusive benefit of the parties hereto,
and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. 
 Section 7.3. Invalidity of Provisions. 
 In case any one or more of the provisions contained in this Deposit Agreement
or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

  

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 Section 7.4. Notices. 
 Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission or
electronic mail, confirmed by letter, addressed to the Corporation at: 
 The PNC Financial Services Group, Inc. 
 One PNC Plaza 249 Fifth Avenue 
 Pittsburgh PA 15219 
 Facsimile No.: (412) 762-5920
 or at any other addresses of which the
Corporation shall have notified the Depositary in writing. 
 Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission or electronic mail, confirmed by letter, addressed to the Depositary at: 
 PNC Bank National Association 
 One PNC Plaza 249 Fifth Avenue 
 Pittsburgh PA 15219 
 Facsimile No.: (412) 762-1728
 or at any other addresses of which the Corporation shall have notified the Depositary in writing. 
 Any and all notices to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been
duly given if personally delivered or sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall have
timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request. 
 Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile
transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Corporation may, however, act upon any facsimile transmission received by it from the other or from any Holder of a Receipt, notwithstanding that such
facsimile transmission shall not subsequently be confirmed by letter or as aforesaid. 
 Section 7.5. Depositary’s Agents. 
 The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement
and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation of any such action. 
  

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 Section 7.6. Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series K
Preferred Stock. 
 Unless otherwise set forth on the Officer’s Certificate delivered pursuant to Section 2.2 hereof,
the Corporation hereby appoints PNC Bank National Association as registrar, dividend disbursing agent and redemption agent in respect of the Series K Preferred Stock deposited with the Depositary hereunder, and PNC Bank National Association hereby
accepts such appointments. With respect to the appointments of PNC Bank National Association as registrar, dividend disbursing agent and redemption agent in respect of the Series K Preferred Stock, each of the Corporation and PNC Bank National
Association, in their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Corporation and Depositary hereunder, respectively, as if explicitly named in each such provision.

 Section 7.7. Appointment of Calculation Agent. 
 The Officer’s Certificate referred to in Section 2.2 hereof shall set forth the name of the calculation agent, if any, with respect to calculating the amount of dividends to be paid with respect to
the Series K Preferred Stock, and if the Officer’s Certificate names PNC Bank, National Association as calculation agent, it shall be deemed to be appointed as calculation agent only if PNC Bank, National Association has accepted such
appointment in writing as agreed between PNC Bank, National Association and the Corporation. If PNC Bank, National Association is appointed as such calculation agent, each of the Corporation and such calculation agent, in their respective capacities
under such appointment, shall be entitled to the same rights, indemnities, immunities and benefits as the Corporation and Depositary hereunder, respectively, as if explicitly named in each such provision. Also, if PNC Bank, National Association is
appointed as such calculation agent, it shall be entitled to receive a description of the calculations required under the Series K Preferred Stock and the categories of information under which it is entitled to seek guidance from the Corporation. In
furtherance thereof, such calculation agent may seek guidance from the Corporation with one day notice in making any determinations thereunder. 
 Section 7.8. Holders of Receipts Are Parties. 
 The Holders of Receipts from time to time shall be parties to this
Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts and of the Officer’s Certificate by acceptance of delivery thereof. 
 Section 7.9. Governing Law. 
 This Deposit Agreement and the Receipts of each series and all
rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles. 
  

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 Section 7.10. Inspection of Deposit Agreement. 
 Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business
hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt. 
 Section 7.11.
Headings. 
 The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in
Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the
Receipts. 
 [Remainder of page intentionally left blank; signature page follows.] 
  

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 IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Agreement as of the day
and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 
  

			
	THE PNC FINANCIAL SERVICES GROUP, INC.
		
	By:	 	/s/ Lisa Kovac
	Name:	 	Lisa Kovac
	Title:	 	Vice President
	
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Lisa Kovac
	Name:	 	Lisa Kovac
	Title:	 	Vice President


  

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 EXHIBIT A 
 [FORM OF FACE OF RECEIPT] 
 Unless this receipt is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to PNC Financial Services Group, Inc. or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  

			
	 DEPOSITARY SHARES
	  	$                            

 DEPOSITARY RECEIPT NO.
                         FOR
                             DEPOSITARY SHARES, 
 EACH REPRESENTING ONE-TENTH OF ONE SHARE OF 
 FIXED-TO-FLOATING NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, 
 SERIES K 
 OF

 THE PNC FINANCIAL SERVICES GROUP, INC. 
 INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA 
 CUSIP 693475AJ4 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 Dividend Payment Dates:
May 21 and November 21 of each year, beginning on November 21, 2008 to but excluding May 21, 2013 and on August 21, November 21, February 21 and May 21 of each year, beginning on May 21, 2013. 
 PNC Bank National Association, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES
(“Depositary Shares”), each Depositary Share representing one-tenth of one share of Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series K, liquidation preference $10,000 per share, par value $1.00 per share (the
“Series K Preferred Stock”), of The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of May 21, 2008 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party
to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed
by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof.

  

			
	Dated: May 21, 2008
	
	PNC Bank National Association, Depositary
		
	By:	 	 
		 	Authorized Officer

  

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 [FORM OF REVERSE OF RECEIPT] 
 THE PNC FINANCIAL SERVICES GROUP, INC. 
 THE PNC FINANCIAL SERVICES GROUP, INC. WILL FURNISH WITHOUT CHARGE TO EACH
RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF FIXED-TO-FLOATING NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES K OF THE PNC FINANCIAL SERVICES GROUP, INC. ANY SUCH REQUEST
IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE 
 The Corporation will furnish without charge to each receiptholder who so requests the powers,
designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request
may be made to the Corporation or to the Registrar. 
 EXPLANATION OF ABBREVIATIONS 
 The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to
applicable laws or regulations. Abbreviations in addition to those appearing below may be used. 
  

			
	 Abbreviation
	  	 Equivalent Phrase

		
	JT TEN	  	As joint tenants, with right of survivorship and not as tenants in common
		
	TEN IN COM	  	As tenants in common
		
	TEN BY ENT	  	As tenants by the entireties
		
	UNIF GIFT MIN ACT	  	Uniform Gifts to Minors Act
		
	 Abbreviation
	  	 Equivalent Word

		
	ADM	  	Administrator(s), Administratrix
		
	AGMT	  	Agreement
		
	ART	  	Article
		
	CH	  	Chapter
		
	CUST	  	Custodian for
		
	DEC	  	Declaration
		
	EST	  	Estate, of Estate of
		
	EX	  	Executor(s), Executrix
		
	FBO	  	For the benefit of
		
	FDN	  	Foundation
		
	GDN	  	Guardian(s)
		
	GDNSHP	  	Guardianship
		
	MIN	  	Minor(s)
		
	PAR	  	Paragraph
		
	PL	  	Public Law
		
	TR	  	(As) trustee(s), for, of
		
	U	  	Under
		
	UA	  	Under agreement
		
	UW	  	Under will of, Of will of, Under last will & testament
		
		  	

  

 A- 2 - 








 For value received,              hereby sell(s),
assign(s) and transfer(s) unto 
 INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
 PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
 Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ___________ Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full
power of substitution in the premises. 
 Dated: 
 NOTICE: The
signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. 
 SIGNATURE GUARANTEED 
 NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 
  

 A- 3 - 








 EXHIBIT B 
 I,             , [title]              of The PNC Financial Services Group, Inc. (the
“Corporation”), hereby certify that pursuant to the terms of Amendment No. 1 to our Amended and Restated Articles of Incorporation effective May 15, 2008, filed with the Department of State of the Commonwealth of Pennsylvania on
May 15, 2008 (the “Certificate of Designations”), and pursuant to resolutions adopted by Board of Directors of the Corporation on May 8, 2008 and the resolutions of the Executive Committee of the Board of Directors of the
Corporation (the “Executive Committee”) on May 14, 2008, the Corporation has established the Series K Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and
conditions of the Deposit Agreement, dated as of May 21, 2008, by and among the Corporation, PNC Bank, National Association, and the Holders of Receipts issued thereunder from time to time (the “Deposit Agreement”). In connection
therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series K Preferred Stock as described in the Certificate of Designations attached as Annex A
hereto. Any terms of the Series K Preferred Stock that are not so described in the Certificate of Designations and any terms of the Receipts representing such Series K Preferred Stock that are not described in the Deposit Agreement are
described below: 
 Aggregate Number of shares of Series K Preferred Stock issued on the day hereof: 
 CUSIP Number for Receipt: 693475AJ4 
 Denomination of Depositary Share per
share of Series K Preferred Stock (if different than 1/10th of a share of Series K Preferred Stock): 
 Redemption Provisions (if different than as
set forth in the Deposit Agreement): 
 Name of Global Receipt Depositary: The Depository Trust Company 
 Name of Registrar with Respect to the Receipts (if other than PNC Bank, National Association): 
 Name of Registrar, Dividend Disbursing Agent, and Redemption Agent with Respect to the Series K Preferred Stock (if other than PNC Bank, National Association): 
 Name of Calculation Agent, if any: 
 Pursuant to the terms of the Deposit
Agreement, the Corporation hereby appoints PNC Bank, National Association, as calculation agent (the “Calculation Agent”) for the Series K Preferred Stock described in the Certificate of Designations attached hereto. 
 Special terms and conditions: 
 All capitalized terms used but not defined
herein shall have such meaning as ascribed thereto in the Deposit Agreement. 
 This certificate is dated: 
  

 B- 1 - 









			
		
	By:	 	 
	Name:	 	 
	Title:	 	 

 Agreed and Accepted by PNC Bank, National Association, as Calculation Agent 

			
		
	By:	 	 
	Name:	 	 
	Title:	 	 

  

 B- 2 -