FORM OF CERTIFICATE REPRESENTING THE FIXED-TO-FLOATING RATE


 Exhibit 4.1 

 
 



 
 016570| 003590|127C|RESTRICTED||4|057-423 PREFERRED STOCK PAR VALUE $1.00 PREFERRED
STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY Certificate Number ZQ 000000 The PNC Financial Services Group, Inc. INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA THIS CERTIFIES THAT is the owner of SEE REVERSE
FOR CERTAIN DEFINITIONS FULLY-PAID AND NON-ASSESSABLE SHARES OF THE FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES P OF The PNC Financial Services Group, Inc. (hereinafter called the “Company”), transferable on the
books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of
Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. Chairman and Chief Executive Officer Corporate Secretary DATED <<Month
Day, Year>> COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, AUTHORIZED SIGNATURE PO BOX 43004, Providence, RI 02940-3004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 CUSIP XXXXXX XX X
Holder ID XXXXXXXXXX Insurance Value 00.1,000,000 Number of Shares 123456 DTC 12345678901234512345678 Certificate Numbers Num/No Denom. Total. 1234567890/1234567890 111 1234567890/1234567890 222 1234567890/1234567890 333 1234567890/1234567890 444
1234567890/1234567890 555 1234567890/1234567890 666 Total Transaction 7 






 THE PNC FINANCIAL SERVICES GROUP, INC. 
 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE
COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO
THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE
MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 
 THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE
NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: 
  

											
		 	TEN COM - as tenants in common	 	UNIF GIFT MIN ACT-                    
         Custodian                            	  	
		 		 	(Cust)    	  	(Minor)      	  	
		 	 TEN ENT  - as tenants by the entireties
	 	
under Uniform Gifts to Minors Act                  
                            
	  	
		 		 		 		  	(State)                	  	
		 	 JT TEN      - as joint tenants with right of survivorship   and not as tenants in
common
	 	UNIF TRF MIN ACT                   
Custodian (until age    )                 	  	
		 		 		 	(Cust)          	  	(Minor)    	  	
		 		 	
under Uniform Transfers to Minors Act                 
                      
	  	
		 		 		 		  	(State)              	  	

 Additional abbreviations may also be used though not in the above list.


  

			
	 	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	 For value received,
                    hereby sell, assign and transfer unto
	 	 


 

			
	 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
  

	
	
	 
	 

  

					
	 	  	 	Shares	  
	 of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	  			
	 	  	 	Attorney	  
	 to transfer the said stock on the books of the within-named Corporation with full power of substitution in the
premises.
	  			

  

					
	 Dated:  
                    20    
	 	 	 	 Signature(s)
Guaranteed: Medallion Guarantee Stamp
 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 S.E.C. RULE 17Ad-15.

	  

Signature:                
                                         
                             
	 	 	 
	  

Signature:                
                                         
                             
	 	 	 
	 Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every
particular, without alteration or enlargement, or any change whatever.