EX-4.4






Exhibit 4.4




The PNC Financial Services Group, Inc.

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707




December 31, 2008




Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1615

Attention: Corporate Capital Markets



Ladies and Gentlemen:




     We refer to the Deposit Agreement, dated as of January 30, 2008 (the “Deposit Agreement”), by
and among National City Corporation, a Delaware corporation (“National City”), Wilmington Trust
Company, a Delaware banking corporation (the “Depositary”), National City Bank and all holders from
time to time of Receipts issued thereunder. Capitalized terms used but not defined in this letter
agreement shall have the meanings given to such terms in the Deposit Agreement. We also refer to
the Agreement and Plan of Merger, dated as of October 24, 2008 (the “Merger Agreement”), by and
between The PNC Financial Services Group, Inc., a Pennsylvania corporation (“PNC”), and National
City. In consideration of the covenants and agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending
to be legally bound, the parties agree as follows:



     Effective immediately at the Effective Time (as defined in the Merger Agreement) and without
any further action by any person, (a) PNC shall automatically assume hereby the rights, duties and
obligations of National City under the Deposit Agreement; and (b) PNC (as successor-in-interest to
National City) hereby instructs the Depositary pursuant to Section 4.06 of the Deposit Agreement to
treat the 1,500 shares of PNC 9.875% Fixed-To-Floating Rate Non-Cumulative Preferred Stock, Series
L (the “Series L Preferred Stock”) delivered herewith to the Depositary in exchange for the
Preferred Stock as new deposited property under the Deposit Agreement, and Receipts outstanding
shall thereafter represent the proportionate interests of holders thereof in the Series L Preferred
Stock so received in exchange for such Preferred Stock. Following such exchange, references to
“Preferred Stock” in the Deposit Agreement shall be references to the Series L Preferred Stock.
Following the Effective Time, National City Bank shall continue to serve as Registrar and Transfer
Agent until such time as a successor is appointed.



     PNC hereby represents and warrants to the Depositary that the Series L Preferred Stock on the
Effective Time will be duly authorized and validly issued to the Depositary and will be fully paid
and non-assessable. PNC further represents and warrants that the Series L Preferred Stock will
have the rights, privileges, powers and preferences substantially identical to the Preferred Stock
as contemplated by Section 1.11 of the Merger Agreement.



 









 





     PNC acknowledges and agrees that the Depositary’s execution and delivery of this letter shall
not be deemed to constitute the Depositary’s consent or approval of the Merger
Agreement or the transactions contemplated thereby or the waiver of any rights it may have or
may have had as a holder of the Preferred Stock of National City or of the Series L Preferred
Stock.



     Please acknowledge your understanding of our agreement as set forth herein by signing this
letter in the space provided below and returning a copy to the undersigned. This letter agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This letter agreement shall be
governed by and interpreted and construed in accordance with the substantive laws of the State of
New York without regard to applicable choice of law provisions thereof.



[Signature Page Follows]




 









 









	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	THE PNC FINANCIAL SERVICES GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	  /s/ George P. Long, III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: George P. Long, III	 	 
	 	 	Title:   Senior
Counsel and Corporate Secretary	 	 





 



 



Accepted and agreed to as of

the date set forth above:




	 	 	 	 	 
	WILMINGTON TRUST COMPANY	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	  /s/ James A. Hanley	 	 
	 

	 	 	 	 
	Name: James A. Hanley	 	 
	Title:   Vice
President