EX-10.48.3



 EXHIBIT 10.48.3 

EXECUTION VERSION 
 PNC BANK,
NATIONAL ASSOCIATION 
 US$40,000,000,000 

Global Bank Note Program 
 for the
Issue of Senior and Subordinated Bank Notes 
 with Maturities of more than nine months from Date of Issue 

AMENDMENT NO. 2 
 TO THE
DISTRIBUTION AGREEMENT 
 May 27, 2016 

CITIGROUP GLOBAL MARKETS INC. 
 388 Greenwich Street 

New York, NY 10013 
 AND EACH OF THE DEALERS LISTED 

 ON SCHEDULE I HERETO 
 WHEREAS, the parties
hereto have previously entered into a Distribution Agreement, dated January 16, 2014 (as amended on May 22, 2015, the “Distribution Agreement”), with respect to the issue and sale by PNC Bank, National Association (the
“Issuing Bank”) to Citigroup Global Markets Inc. and each of the other dealers listed on Schedule I hereto (each referred to as a “Dealer” and collectively referred to as the “Dealers”) of
(i) senior unsecured debt obligations, with maturities of more than nine months, not insured by the Federal Deposit Insurance Corporation (the “Senior Notes”) and (ii) subordinated unsecured debt obligations, with
maturities of five years or more from their date of issue, not insured by the Federal Deposit Insurance Corporation (the “Subordinated Notes” and, together with the Senior Notes, the “Bank Notes”). 

WHEREAS, the parties hereto wish to amend the terms of the Distribution Agreement as set forth in this amendment (“Amendment No.
2”). 
 NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein, and
for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Amendment to the Terms of the Distribution Agreement. 

(a) Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the
Distribution Agreement. 
 (b) Modifications to the Distribution Agreement. 








	 	i.	The second sentence of Section 1(b) of the Distribution Agreement is replaced in its entirety with the following: 


“Bank Notes may be outstanding at any one time in an aggregate maximum principal amount equal to US$40,000,000,000, inclusive of any notes
outstanding which have been issued prior to the date of this Offering Circular by the Bank or entities that have been acquired by the Bank.” 
  

	 	ii.	The first sentence of Section 2(a)(i) of the Distribution Agreement is replaced in its entirety with the following: 


“The Issuing Bank has caused to be prepared an offering circular, dated May 27, 2016, to be used by the Dealers in connection with the
Dealers’ solicitation of purchasers of or offering of the Bank Notes.” 
  

	 	iii.	The first sentence of Section 2(a)(iii) of the Distribution Agreement is replaced in its entirety with the following: 


“The Issuing Bank has all corporate power and authority necessary to execute, deliver and perform, and it has duly authorized, executed
and delivered, this Agreement, the Issuing and Paying Agency Agreement dated as of January 16, 2014 (as amended on May 22, 2015 and May 27, 2016 and from time to time thereafter, the “Agency Agreement”), between the Issuing Bank and
PNC Bank, National Association, as issuing and paying agent, and the Interest Calculation Agreement dated as of January 16, 2014 (as amended on May 22, 2015 and May 27, 2016 and from time to time thereafter, the “Interest Calculation
Agreement”), between the Issuing Bank and PNC Bank, National Association, as the interest calculation agent (in such capacity, the “Calculation Agent,” which term shall include any successor thereto).” 

 

	 	iv.	The first sentence of Section 6(b) of the Distribution Agreement is replaced in its entirety with the following: 


“On the date hereof and, if required pursuant to Section 8(b) hereof, on each other applicable date, as the case may be, the Dealers shall
have received a certificate of the President, an Executive Vice President, a Senior Vice President, a Vice President, an Assistant Vice President, or the equivalent thereof, of the Issuing Bank reasonably satisfactory to the Dealers, substantially
in the form of Exhibit C hereto.” 

  
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	 	v.	The first sentence of Section 6(c) of the Distribution Agreement is replaced in its entirety with the following: 


“On the date hereof and, if required pursuant to Section 8(b) hereof, on each other applicable date, as the case may be the Dealers shall
have received a certificate of the President, an Executive Vice President, a Senior Vice President, a Vice President or an Assistant Vice President of the Parent, substantially in the form of Exhibit D hereto.” 

(c) Interpretation. Upon the execution and delivery of this Amendment No. 2, the Distribution Agreement shall be modified and amended
in accordance with this Amendment No. 2, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this Amendment No. 2 will control. For the
avoidance of doubt, references in the Distribution Agreement to this “Agreement” shall refer to the Distribution Agreement, as amended by this Amendment No. 2. 

(d) Ratification. The Distribution Agreement, as modified and amended by this Amendment No. 2, is hereby ratified and confirmed in all
respects and shall bind each party hereto. 
 SECTION 2. Representations and Warranties of the Issuing Bank. 

 

	 	(a)	The Issuing Bank represents and warrants to each Dealer as of the date hereof, as follows: 

  

	 	i.	The Issuing Bank has all corporate power and authority necessary to execute, deliver and perform, and it has duly authorized, executed and delivered this Amendment No. 2; Amendment No. 2 to the Issuing and Paying Agency
Agreement dated as of January 16, 2014, between the Issuing Bank and PNC Bank, National Association, as issuing and paying agent; and Amendment No. 2 to the Interest Calculation Agreement dated as of January 16, 2014, between the Issuing Bank and
PNC Bank, National Association, as the interest calculation agent. This Amendment No. 2, the Distribution Agreement (as amended on the date hereof), the Agency Agreement (as amended on the date hereof) and the Interest Calculation Agreement (as
amended on the date hereof) are valid and legally binding agreements of the Issuing Bank, enforceable against the Issuing Bank in accordance with their respective terms, subject to applicable bankruptcy, liquidation, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to, or affecting, the rights of creditors of national banking associations, including laws relating to conservatorship and receivership of insured depository institutions,
and to general equity principles. 


  
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	 	ii.	Each of the representations and warranties in Section 2(a) of the Distribution Agreement are true and correct as of the date hereof. 


SECTION 3. Conditions of Dealers’ Obligations. 

The continued obligations of the Dealers under the Distribution Agreement shall be subject to the receipt on the date hereof of the opinions
and certificates described in Sections 6(a), 6(b), 6(c), 6(d), 6(e), 6(f) and 6(g) of the Distribution Agreement, provided however, that the disclosure statement described in Section 6(a)(i)(C) need not be provided. 

SECTION 4. Notices. 
 Unless otherwise
provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified
below. 
 If to the Issuing Bank: 

PNC Bank, National Association 

The Tower at PNC Plaza 
 300 Fifth
Avenue 
 6th Floor 

Pittsburgh, PA 15222-2401 

Attention: Lisa Kovac 

Facsimile Number: (412) 762-1728 

Telephone Number: (412) 762-8400 

If to the Parent: 
 The PNC
Financial Services Group, Inc. 
 The Tower at PNC Plaza 

300 Fifth Avenue 
 6th Floor 

Pittsburgh, PA 15222-2401 

Attention: Lisa Kovac 

Facsimile Number: (412) 762-1728 

Telephone Number: (412) 762-8400 

If to Citigroup Global Markets Inc.: 

Citigroup Global Markets Inc. 

388 Greenwich Street 
 New York,
NY 10013 
 Attention: Transaction Execution Group 

Facsimile Number: (646) 291-5209 

Telephone Number: (212) 816-1135 

  
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 If to any other Dealer: at its notice address(es) specified on Schedule I hereto or at such other
address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 4. 
 SECTION 5. Parties.

 This Amendment No. 2 shall inure to the benefit of and be binding upon the Dealers and the Issuing Bank and their respective
successors. Nothing expressed or mentioned in this Amendment No. 2 is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons, directors
and affiliates referred to in Sections 9 and 10 of the Distribution Agreement and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Amendment No. 2 or any provision herein or therein
contained. 
 This Amendment No. 2 and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and their respective successors and said controlling persons, directors and affiliates and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Bank Notes shall be
deemed to be a successor by reason merely of such purchase. Notwithstanding the foregoing, the purchasers referred to in Section 4(j) of the Distribution Agreement shall have the rights set forth therein. 

SECTION 6. Waiver of Jury Trial. 
 The
Issuing Bank and each of the Dealers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment No. 2 or the transactions
contemplated hereby. 
 SECTION 7. Governing Law. 

This Amendment No. 2 and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of
the State of New York, excluding any choice-of-law principles that would otherwise require the application of the law of any other jurisdiction. 

SECTION 8. Counterparts. 
 This Amendment
No. 2 may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 

  
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 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuing Bank a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Issuing Bank and each of the Dealers in accordance with its terms. 

 

			
	 Very truly yours,

	
	 PNC BANK, NATIONAL ASSOCIATION

		
	         by
	 	       /s/ Randall C. King

		 	 Name: Randall C. King
 Title: Executive Vice
President



 [Signature Page to Amendment No. 2 to the Distribution Agreement] 







 CONFIRMED AND ACCEPTED, 

as of the date first above written: 
 CITIGROUP GLOBAL MARKETS
INC. 
  

			
	 by
	 	   /s/ Jack D. McSpadden, Jr.

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

 BARCLAYS CAPITAL INC. 
  

			
	 by
	 	   /s/ Paige Maire

		 	  Name: Paige Maire
		 	  Title: Managing Director

 CREDIT SUISSE SECURITIES (USA) LLC 
  

			
	 by
	 	   /s/ Sharon Harrison

		 	   Name: Sharon Harrison

		 	   Title: Director


 DEUTSCHE BANK SECURITIES INC. 
  

			
	 by
	 	   /s/ Tom Criqui

		 	  Name: Tom Criqui
		 	  Title: Managing Director/Debt Syndicate
		 	            Deutsche Bank Securities Inc.


 

			
	 by
	 	   /s/ Christopher J. Kulusic

		 	  Name: Christopher J. Kulusic
		 	  Title: Director
		 	            Deutsche Bank Securities Inc.
		 	            Debt Syndicate

 GOLDMAN, SACHS & CO. 
  

			
	 by
	 	   /s/ Adam Greene

		 	   Name: Adam Greene

		 	   Title: Vice President


 [Signature Page to Amendment No. 2 to the Distribution Agreement] 







 JEFFERIES LLC 
  

			
	 by
	 	   /s/ Matt Casey

		 	   Name: Matt Casey

		 	   Title: Managing Director


 J.P. MORGAN SECURITIES LLC 
  

			
	 by
	 	   /s/ Stephen L. Sheiner

		 	   Name: Stephen L. Sheiner

		 	   Title: Executive Director


 MERRILL LYNCH, PIERCE, FENNER & SMITH 

                        INCORPORATED

  

			
	 by
	 	   /s/ Jacqueline Cleary

		 	   Name: Jacqueline Cleary

		 	   Title: Managing Director


 MORGAN STANLEY & CO. LLC 
  

			
	 by
	 	   /s/ Yurij Slyz

		 	   Name: Yurij Slyz

		 	   Title: Executive Director


 PNC CAPITAL MARKETS LLC 
  

			
	 by
	 	   /s/ Robert W. Thomas

		 	   Name: Robert W. Thomas

		 	   Title: Managing Director


 SANDLER O’NEILL & PARTNERS, L.P. 

By: Sandler O’Neill & Partners Corp., 
 its general
partner 
  

			
	 by
	 	   /s/ Robert A. Kleinert

		 	   Name: Robert A. Kleinert

		 	   Title: An Officer of the Corporation


 [Signature Page to Amendment No. 2 to the Distribution Agreement] 







 U.S. BANCORP INVESTMENTS, INC. 
  

			
	 by
	 	   /s/ Kyle Stegemeyer

		 	   Name: Kyle Stegemeyer

		 	   Title: Managing Director


 WELLS FARGO SECURITIES, LLC 
  

			
	 by
	 	   /s/ Jeremy Schwartz

		 	  Name: Jeremy Schwartz
		 	  Title: Managing Director

 [Signature Page to Amendment No. 2 to the Distribution Agreement] 







 SCHEDULE I 

Contact Information for 

Notices to Dealers 
 Citigroup Global
Markets Inc. 
 388 Greenwich Street 
 New York, New York
10013 
 Attention: General Counsel 
 Phone: 212-816-1135

 Fax: 646-291-1469 
 Barclays Capital Inc. 

745 Seventh Avenue, 5th Floor 
 New York, New York 10019 

Attention: Syndicate Registration 
 Phone: 888-603-5847 

Fax: 636-284-0844 
 Credit Suisse Securities (USA) LLC

 Eleven Madison Avenue 
 New York, New York 10010-3629

 Attention: Short and Medium Term Finance 
 Phone:
212-325-2501 
 Fax: 212-743-1953 
 Deutsche Bank Securities
Inc. 
 60 Wall Street 
 New York, New York 10005 

Attention: Debt Capital Markets Syndicate 
 Fax: 212-797-2202 

with a copy to: 
 General Counsel 

Fax: 212-797-4561 
 Goldman, Sachs & Co. 

200 West Street 
 New York, New York 10282 

Attention: Prospectus Department 
 Phone: 866-471-2526 

Fax: 212-902-9316 
 E-mail: prospectus-ny@ny.email.gs.com 

  
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 Jefferies LLC 

520 Madison Avenue 
 New York, New York 10022 

Attention: General Counsel 
 Phone: 212-284-8188 

Fax: 646-785-5992 
 J.P. Morgan Securities LLC 

383 Madison Avenue 
 New York, New York 10179 

Attention: Investment Grade Syndicate Desk 
 Phone: 212-834-4533

 Fax: 212-834-6081 
 Merrill Lynch, Pierce, Fenner &
Smith Incorporated 
 50 Rockefeller Plaza 
 NY1-050-12-02

 New York, New York 10020 
 Facsimile: (646) 855-5958 

Attention: High Grade Transaction Management/Legal 
 Morgan
Stanley & Co. LLC 
 1585 Broadway 
 New York, New York
10036 
 Attention: Investment Banking Division 
 Phone:
212-761-6691 
 Fax: 212-507-8999 
 PNC Capital Markets LLC

 340 Madison Ave 
 New York, NY 10173 

Attention: Christopher Rekow 
 Phone: 212-210-9987 

with a copy to: 
 Jon R. Mooney 

The Tower at PNC Plaza 
 300 Fifth Avenue 

19th Floor 
 Pittsburgh, PA 15222-2401 

Phone: 412-645-5012 
 Fax: 412-762-9001 

  
 S-I-2 








 Sandler O’Neill & Partners, L.P. 

1251 Avenue of the Americas, 6th Floor 
 New York, NY 10020 

Attention: Syndicate 
 Phone: 212-466-7800 

Fax: 212-466-7991 
 U.S. Bancorp Investments, Inc. 

214 North Tryon Street, 26th Floor 
 Charlotte, North Carolina
28202 
 Attention: High Grade Syndicate 
 Phone: 877-558-2607

 Fax: 877-774-3642 
 Wells Fargo Securities, LLC 

550 S. Tryon Street, 5th Floor 
 Charlotte, North Carolina 28202

 Attention: Transaction Management 
 Phone: 704-410-4792 

Fax: 704-410-0326 

  
 S-I-3