exhibit44formofnote






Exhibit 4.4  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SUBORDINATED NOTES IN  CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE  DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE  DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS  THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST  COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR  REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO  CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE  DEPOSITARY), 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.   THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR BY ANY OTHER INSURER OR GOVERNMENTAL AGENCY.   THIS SUBORDINATED NOTE IS SUBORDINATED TO SENIOR COMPANY INDEBTEDNESS (AS  DEFINED IN THE INDENTURE GOVERNING THIS SUBORDINATED NOTE) AND IS UNSECURED. THIS  SUBORDINATED NOTE IS AN OBLIGATION SOLELY OF THE PNC FINANCIAL SERVICES GROUP, INC. AND  WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, ANY AFFILIATE OF THE PNC  FINANCIAL SERVICES GROUP, INC. THE OBLIGATIONS EVIDENCED BY THIS SUBORDINATED NOTE RANK  EQUALLY WITH ALL EXISTING AND FUTURE UNSECURED AND SUBORDINATED INDEBTEDNESS OF THE  PNC FINANCIAL SERVICES GROUP, INC. ISSUED UNDER THIS INDENTURE GOVERNING THE  SUBORDINATED NOTE.      





 






THE PNC FINANCIAL SERVICES GROUP, INC.   4.626% FIXED RATE/FLOATING RATE SUBORDINATED NOTES DUE JUNE 6, 2033         REGISTERED                        CUSIP: 693475BE4  No.                         ISIN: US693475BE43                          $  THE PNC FINANCIAL SERVICES GROUP, INC., a corporation duly organized and existing under the laws of  Pennsylvania (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter  referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of $    on June 6, 2033, and to pay interest thereon (a) from, and including, June 6, 2022 to, but excluding, June 6, 2032 (the “Fixed  Rate Period”) at the rate of 4.626% per annum, payable semiannually in arrears on June 6 and December 6 of each year,  commencing December 6, 2022 and ending on June 6, 2032 (each, a “Fixed Rate Interest Payment Date”), and (b) from, and  including, June 6, 2032 to, but excluding, the maturity date (the “Floating Rate Period”), at a floating rate per annum equal to  Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index as set forth herein) plus  1.850%, payable quarterly in arrears on September 6, 2032, December 6, 2032, March 6, 2033 and at the maturity date (each,  a “Floating Rate Interest Payment Date” and, together with the Fixed Rate Interest Payment Dates, each, an “Interest  Payment Date”), until the principal hereof is paid or made available for payment, and (in each case, to the extent that the  payment of such interest specified in (a) or (b) shall be legally enforceable), at the same rate per annum on any overdue  principal and premium and on any overdue installment of interest. Interest shall accrue from, and including, June 6, 2022 to,  but excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date  to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the maturity date, as  the case may be. Interest payable during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of  twelve 30-day months. The amount of accrued interest payable on this Security for each interest period during the Floating  Rate Period will be computed by multiplying (x) the outstanding principal amount of this Security by (y) the product of (i)  the interest rate for the relevant interest period multiplied by (ii) the quotient of the actual number of calendar days in the  applicable Observation Period (as defined below) relating to such interest period (or any other relevant period) divided by  360. The interest rate on this Security during the Floating Rate Period will in no event be lower than zero. The interest so  payable, and punctually paid or duly provided for, on any Interest Payment Date, subject to certain exceptions, will, as  provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is  registered at the close of business on the record date for such interest period, which shall be the 15th calendar day, whether or  not a Business Day, immediately preceding such Interest Payment Date. However, interest payable on the maturity date will  be paid to the person to whom the principal will be payable. Any such interest not so punctually paid or duly provided for  will forthwith cease to be payable to the Holder on such record date and may either be paid to the Person in whose name this  Security (or one or more Predecessor Securities) is registered at the close of business on a record date for the payment of such  Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Securities not less than 10 days  prior to such record date, or be paid at any time in any other lawful manner acceptable to the Trustee and not inconsistent  with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be  required by such exchange, all as more fully provided in said Indenture. The Company will pay interest in such coin or  currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private  debts.   If a Fixed Rate Interest Payment Date or the maturity date for the Subordinated Notes (as defined below) falls on a  day that is not a Business Day, the Company will postpone the interest payment or the payment of principal and interest at  maturity to the next succeeding Business Day, but the payments made on such dates will be treated as being made on the date  that the payment was first due and the Holder will not be entitled to any further interest or other payments with respect to  such postponements. If a Floating Rate Interest Payment Date falls on a day that is not a Business Day, the Company will  postpone the interest payment to the next succeeding Business Day, except that, if the next succeeding Business Day falls in  the next calendar month, then such interest payment will be advanced to the immediately preceding day that is a Business  Day and, in each case, the related interest periods also will be adjusted for such non-Business Days.  The term “Business Day” means any day except a Saturday, a Sunday or a legal holiday in the City of New York or  the City of Pittsburgh on which banking institutions are authorized or obligated by law, regulation or executive order to close.   This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” or  “Subordinated Notes”), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of  December 19, 2012, as amended by that certain First Supplemental Indenture, dated as of April 28, 2014 (the “First  Supplemental Indenture”), and as amended by that certain Second Supplemental Indenture, dated as of June 6, 2022 (together  with the Base Indenture and the First Supplemental Indenture, the “Indenture”), between the Company and The Bank of New  





 






York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to  which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,  limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of  the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series  designated above, initially issued in the aggregate principal amount of $850,000,000, and is subject to additional issuances as  the Company may determine or as provided for in the Indenture.   During the Floating Rate Period, the Calculation Agent (as defined below) will determine Compounded SOFR, the  interest rate and accrued interest for each interest period in arrears as soon as reasonably practicable on or after the Interest  Payment Determination Date (as defined below) for such interest period and prior to the relevant Floating Rate Interest  Payment Date and will notify the Company of Compounded SOFR, such interest rate and accrued interest for each interest  period as soon as reasonably practicable after such determination, but in any event by the Business Day immediately prior to  the Floating Rate Interest Payment Date. At the request of the Holder, the Calculation Agent will provide Compounded  SOFR, the interest rate and the amount of interest accrued with respect to any interest period during the Floating Rate Period,  after Compounded SOFR, such interest rate and accrued interest have been determined.  SOFR (as defined below) is published by the FRBNY (as defined below) and is intended to be a broad measure of  the cost of borrowing cash overnight collateralized by U.S. Treasury securities.  The SOFR Index measures the cumulative impact of compounding SOFR on a unit of investment over time, with the  initial value set to 1.00000000 on April 2, 2018, the first value date of SOFR. The SOFR Index value reflects the effect of  compounding SOFR each Business Day and allows the calculation of compounded SOFR averages over custom time periods.  The FRBNY notes on its publication page for the SOFR Index that use of the SOFR Index is subject to important  limitations, indemnification obligations and disclaimers, including that the FRBNY may alter the methods of calculation,  publication schedule, rate revision practices or availability of the SOFR Index at any time without notice. The interest rate for  any interest period during the Floating Rate Period will not be adjusted for any modifications or amendments to the SOFR  Index or SOFR data that the FRBNY may publish after the interest rate for that interest period during the Floating Rate  Period has been determined.  With respect to any interest period during the Floating Rate Period, “Compounded SOFR” will be determined by the  Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to  the nearest one hundred-thousandth of a percentage point):       where:  “SOFR IndexStart” = For periods other than the initial interest period during the Floating Rate Period, the SOFR  Index value on the preceding Interest Payment Determination Date, and, for the initial interest period during the Floating  Rate Period, the SOFR Index value on the date that is two U.S. Government Securities Business Days (as defined below)  before the first day of such initial interest period during the Floating Rate Period (expected to be June 6, 2032);  “SOFR IndexEnd” = The SOFR Index value on the Interest Payment Determination Date relating to the applicable  Floating Rate Interest Payment Date (or in the final interest period, relating to the maturity date, or, in the case of the  redemption of the Subordinated Notes during the Floating Rate Period, relating to the applicable redemption date); and  “d” is the number of calendar days in the relevant Observation Period.  For purposes of determining Compounded SOFR,  “Interest Payment Determination Date” means the date two U.S. Government Securities Business Days before each  Floating Rate Interest Payment Date (or, in the case of the redemption of the Subordinated Notes during the Floating Rate  Period, preceding the applicable redemption date).  “Observation Period” means, in respect of each interest period during the Floating Rate Period, the period from, and  including, the date two U.S. Government Securities Business Days preceding the first date in such interest period to, but  excluding, the date two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date for  such interest period (or in the final interest period, preceding the maturity date or, in the case of redemption of the  Subordinated Notes, preceding the applicable redemption date).  





 






“SOFR Index” means, with respect to any U.S. Government Securities Business Day:  (1) the SOFR Index value as published by the SOFR Administrator (as defined below) as such index appears  on the SOFR Administrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities  Business Day (the “SOFR Index Determination Time”); or:  (2) if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time,  then: (i) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date  (as defined below) have not occurred with respect to SOFR, Compounded SOFR shall be the rate  determined pursuant to the “SOFR Index Unavailable Provisions” set forth below; or (ii) if a Benchmark  Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,  Compounded SOFR shall be the rate determined pursuant to the “Effect of a Benchmark Transition Event”  provisions set forth below.  “SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR  Administrator’s Website.  “SOFR Administrator” means the FRBNY (or a successor administrator of SOFR).  “SOFR Administrator’s Website” means the website of the FRBNY, currently at http://www.newyorkfed.org, or any  successor source.  “U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the  Securities Industry and Financial Markets Association or any successor organization recommends that the fixed income  departments of its members be closed for the entire day for purposes of trading in U.S. government securities.  Notwithstanding anything to the contrary in the Indenture or this Security, if the Company or its designee determines  on or prior to the relevant Reference Time (as defined below) that a Benchmark Transition Event and its related Benchmark  Replacement Date have occurred with respect to determining SOFR, then the benchmark replacement provisions set forth  below under “Effect of Benchmark Transition Event” will thereafter apply to all determinations of the rate of interest payable  on this Security.  For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition  Event and its related Benchmark Replacement Date have occurred, the interest rate for each interest period during the  Floating Rate Period will be an annual rate equal to the sum of the Benchmark Replacement (as defined below) plus 1.850%.  SOFR Index Unavailable Provisions. If a SOFR IndexStart or SOFR IndexEnd is not published on the associated  Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have  not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable interest period for which such index is  not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for  SOFR Averages, and definitions required for such formula, published on the SOFR Administrator’s Website at  https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information. For the purposes of this provision,  references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with  “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR (“SOFRi”) does not  so appear for any day, “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first  preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website.  Effect of a Benchmark Transition Event.  (1) Benchmark Replacement. If the Company or its designee determines that a Benchmark Transition Event  and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of  any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will  replace the then-current Benchmark for all purposes relating to the Subordinated Notes in respect of such  determination on such date and all determinations on all subsequent dates.  (2) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark  Replacement, the Company or its designee will have the right to make Benchmark Replacement  Conforming Changes (as defined below) from time to time.  (3) Decisions and Determinations. Any determination, decision or election that may be made by the Company  or its designee pursuant to the benchmark replacement provisions set forth herein, including any  





 






determination with respect to tenor, rate or adjustment, or the occurrence or non-occurrence of an event,  circumstance or date and any decision to take or refrain from taking any action or any selection:  • will be conclusive and binding absent manifest error;  • if made by the Company, will be made in the Company’s sole discretion;  • if made by the Company’s designee, will be made after consultation with the Company, and such  designee will not make any such determination, decision or election to which the Company objects;  and  • notwithstanding anything to the contrary in the Indenture or herein, shall become effective without  consent from the Holder or any other party.  Any determination, decision or election pursuant to the benchmark replacement provisions shall be made by the  Company or its designee (which may be its affiliate) on the basis as set forth above, and in no event shall the Calculation  Agent be responsible for making any such determination, decision or election.  Certain Defined Terms. As used herein:  “Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if a Benchmark  Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the  published SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the  applicable Benchmark Replacement.  “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the  Company or its designee as of the Benchmark Replacement Date; provided that if the Benchmark Replacement cannot be  determined in accordance with clause (1) below as of the Benchmark Replacement Date and the Company or its designee  shall have determined that the ISDA Fallback Rate (as defined below) determined in accordance with clause (2) below is not  an industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating  rate notes at such time, then clause (2) below shall be disregarded, and the Benchmark Replacement shall be determined in  accordance with clause (3) below:  (1) the sum of: (a) an alternate rate of interest that has been selected or recommended by the Relevant  Governmental Body (as defined below) as the replacement for the then-current Benchmark and (b) the  Benchmark Replacement Adjustment (as defined below);  (2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or  (3) the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee as the  replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of  interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at  such time and (b) the Benchmark Replacement Adjustment.  “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined  by the Company or its designee as of the Benchmark Replacement Date:  (1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or  determining such spread adjustment, that has been selected or recommended by the Relevant Governmental  Body for the applicable Unadjusted Benchmark Replacement (as defined below);  (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA  Fallback Adjustment (as defined below); or  (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the  Company or its designee giving due consideration to any industry-accepted spread adjustment, or method  for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark  with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at  such time.  “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any  technical, administrative or operational changes (including changes to the definitions or interpretations of interest period, the  timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors, and other  administrative matters) that the Company or its designee decides may be appropriate to reflect the adoption of such  





 






Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee  decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee  determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its  designee determines is reasonably practicable).  “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current  Benchmark (including any daily published component used in the calculation thereof):  (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of  the public statement or publication of information referenced therein and (b) the date on which the  administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such  component); or  (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement  or publication of information referenced therein.  For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as,  but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to  have occurred prior to the Reference Time for such determination.  “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then- current Benchmark (including the daily published component used in the calculation thereof):  (1) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or  such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or  such component), permanently or indefinitely, provided that, at the time of such statement or publication,  there is no successor administrator that will continue to provide the Benchmark (or such component); or  (2) a public statement or publication of information by the regulatory supervisor for the administrator of the  Benchmark (or such component), the central bank for the currency of the Benchmark (or such component),  an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a  resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a  court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark  (or such component), which states that the administrator of the Benchmark (or such component) has ceased  or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at  the time of such statement or publication, there is no successor administrator that will continue to provide  the Benchmark (or such component); or  (3) a public statement or publication of information by the regulatory supervisor for the administrator of the  Benchmark announcing that the Benchmark is no longer representative  “Calculation Agent” means The Bank of New York Mellon, or its successor appointed by the Company, acting as  calculation agent.  “FRBNY” means the Federal Reserve Bank of New York.  “ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, or any successor thereto, as amended or  supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to  time.  “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that  would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index  cessation event with respect to the Benchmark for the applicable tenor.  “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions  to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor  excluding the applicable ISDA Fallback Adjustment.  “Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded  SOFR, the SOFR Index Determination Time, as such time is defined above, and (2) if the Benchmark is not Compounded  SOFR, the time determined by the Company or its designee in accordance with the Benchmark Replacement Conforming  Changes.  





 






“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially  endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.  “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement  Adjustment.  This Security is redeemable in whole, but not in part, by the Company on June 6, 2032, the date that is one year prior  to the maturity date, at 100% of the principal amount of the Security, plus accrued and unpaid interest thereon to the date of  redemption. In addition, this Security is redeemable in whole or in part by the Company during the 90-day period prior to,  and including, the maturity date at 100% of the principal amount of the Security, plus accrued and unpaid interest thereon to  the date of redemption. The Company will provide 5 to 30 calendar days’ notice of the redemption to the registered Holder of  this Security. Any early redemption of this Security will be subject to the receipt of the approval of the Board of Governors  of the Federal Reserve, to the extent then required under applicable laws or regulations, including capital regulations. Other  than as set forth in the preceding four sentences, this Security is not redeemable prior to maturity. This Security will not be  subject to repayment at the option of the Holders prior to maturity and will not be subject to any sinking fund. This Security  is not convertible into, or exchangeable for, equity securities of the Company. If an Event of Default (as defined in the  Indenture) with respect to the Securities shall occur and be continuing, the principal of the Securities may be declared due  and payable in the manner and with the effect provided in the Indenture.   The holders of this Security have no right to accelerate the maturity of this Security in the event the Company fails to  pay interest on any Security, fails to perform any other obligation under any Security or in the Indenture or defaults on any  other securities issued by the Company.  Unless the certificate of authentication hereon has been executed by the Trustee hereinafter referred to, by manual or  facsimile signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any  purpose.   The indebtedness of the Company evidenced by the Securities of this series, including the principal thereof and  interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to its  obligations to holders of Senior Company Indebtedness (as defined in the Indenture) and subject to the obligations of the  holders of the Securities to pay over any Excess Proceeds (as defined in the Indenture) to holders of Other Company  Obligations (as defined in the Indenture), as provided in the Indenture, and shall rank pari passu in right of payment with  each other and with all existing and future unsecured subordinated indebtedness of the Company issued under the Indenture.  Each Holder of this Security, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and  authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the  subordination so provided.   The Securities may be fully subordinated to interests held by the U.S. government in the event that the Company  enters into a receivership, insolvency, liquidation, or similar proceeding.   The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of  the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at  any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the  outstanding Securities of all series (voting as one class) to be affected by such amendment or modification. The Indenture  also contains provisions permitting the Holders of specified percentages in principal amount of the outstanding Securities of  any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain  provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver  by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security  and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not  notation of such consent or waiver is made upon this Security.   No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the  obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) on this Security  at the times, place and rate, and in the coin or currency, herein prescribed.   The Securities are issuable only in registered form without coupons in denominations of $2,000 and any integral  multiples of $1,000 thereof. This Security is a global security, represented by one or more permanent global certificates  registered in the name of the nominee of The Depository Trust Company (each a “Global Note” and collectively, the “Global  Notes”). Accordingly, unless and until it is exchanged in whole or in part for individual certificates evidencing the Securities  represented hereby, this Security may not be transferred except as a whole by The Depositary Trust Company (the  “Depositary”) to a nominee of such Depositary or by a nominee of such Depositary or by the Depositary or any nominee to a  





 






successor Depositary or any nominee of such successor. Ownership of beneficial interests in this Security will be shown on,  and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary or its  nominee (with respect to interest of persons that have accounts with the Depositary (“Participants”) and the records of  Participants (with respect to interests of persons other than Participants)). Beneficial interests in Securities by persons that  hold through Participants will be evidenced only by, and transfers of such beneficial interests with such Participants will be  effected only through, records maintained by such Participants. Except as provided below, owners of beneficial interests in  this Security will not be entitled to have any individual certificates and will not be considered the owners or Holders thereof  under the Indenture.   Except in the limited circumstances set forth herein, Participants and owners of beneficial interests in the Global  Notes will not be entitled to receive Securities in definitive form and will not be considered Holders of Securities. If the  Depositary is at any time unwilling, unable or ineligible to continue as Depositary and a successor Depositary is not  appointed by the Company within 90 days, or an Event of Default has occurred and is continuing, and the Depositary  requests the issuance of certificated notes, the Company will issue individual certificates evidencing the Securities  represented hereby in definitive form in exchange for this Security in registered form to each person that the Depositary  identifies as the beneficial owner of the Securities represented by the Global Notes upon surrender by the Depositary of the  Global Notes. In addition, the Company may at any time and in its sole discretion determine not to have any Securities  represented by one or more global securities and, in such event, will issue individual certificates evidencing Securities in  definitive form in exchange for this Security. In any such instance, an owner of a beneficial interest in a Security will be  entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have  such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 and  any integral multiples of $1,000 thereof and will be issued in registered form only, without coupons. Neither the Company  nor the principal paying agent will be liable for any delay by the Depositary, its nominee or any direct or indirect participant  in identifying the beneficial owners of the related Securities. The Company and the principal payment agent may  conclusively rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes,  including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued.   Except as provided herein, beneficial owners of Global Notes will not be entitled to receive physical delivery of  Securities in definitive form and no Global Note will be exchangeable except for another Global Note of like denomination  and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest  in a Global Note must rely on the procedures of the Depositary and, if such person is not a Participant, on the procedures of  the Participant through which such person owns its interest, to exercise any rights of a Holder under the Securities.   Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions  acting on behalf of beneficial owners as direct and indirect participants in the Depositary. Investors may elect to hold  interests in the Global Notes through the Depositary, either directly if they are Participants of such system or indirectly  through organizations that are Participants in such system.   The laws of some jurisdictions may require that purchasers of securities take physical delivery of those securities in  definitive form. Accordingly, the ability to transfer interests in the Securities represented by a Global Note to those persons  may be limited. In addition, because the Depositary can act only on behalf of its Participants, who in turn act on behalf of  persons who hold interests through Participants, the ability of a person having an interest in Securities represented by a  Global Note to pledge or transfer such interest to persons or entities that do not participate in the Depositary’s system, or  otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of  such interest.   Neither the Company, the Trustee, the principal paying agent nor any Security Registrar will have any responsibility  or liability for any aspect of the records relating to or payments made on account of Securities by the Depositary, or for  maintaining, supervising or reviewing any records of the Depositary relating to the Securities.   The Bank of New York Mellon will act as the Company’s principal paying agent with respect to the Securities  through its offices presently located at 525 William Penn Place, 38th Floor, Pittsburgh, PA 15259. The Company may at any  time rescind the designation of a paying agent, appoint a successor paying agent, or approve a change in the office through  which any paying agent acts. Payments of interest and principal may be made by wire-transfer in immediately available funds  for Securities held in book-entry form or, at the Company’s option in the event the Securities are not represented by Global  Notes, by check mailed to the address of the person entitled to the payment as it appears in the Security register. Payment of  principal will be made upon the surrender of the relevant Securities at the offices of the principal paying agent.   Notices to the Holders of registered Securities will be mailed to them at their respective addresses in the register of  the Securities and will be deemed to have been given on the fourth weekday (being a day other than Saturday or Sunday)  after the date of mailing. The Indenture contains provisions setting forth certain conditions to the institution of proceedings  





 






by the Holders of Securities with respect to the Indenture or for any remedy under the Indenture.   All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the  Indenture.   — end of page —  [signatures appear on following page]      





 






IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Note to be signed in  its name by its Chairman of the Board, Vice Chairman, Chief Executive Officer, President, Vice President, Treasurer,  Assistant Treasurer or Controller 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 6, 2022           THE PNC FINANCIAL SERVICES GROUP, INC.     By         Name:        Title:            Attest:       Name:     Title:        





 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION   This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.     Dated: June 6, 2022         THE BANK OF NEW YORK MELLON  as Trustee     By         Authorized Officer