EX-10.47.2



 EXHIBIT 10.47.2 

EXECUTION COPY 
 PNC BANK, NATIONAL
ASSOCIATION 
 US$30,000,000,000 

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. 1 
 TO THE
DISTRIBUTION AGREEMENT 
 May 22, 2015 

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 (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. 1”). 
 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$30,000,000,000, 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 22, 2015, 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 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 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).” 
 (c) Interpretation. Upon the
execution and delivery of this Amendment No. 1, the Distribution Agreement shall be modified and amended in accordance with this Amendment No. 1, 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. 1 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. 1. 
 (d) Ratification. The Distribution Agreement, as modified and amended by this
Amendment No. 1, is hereby ratified and confirmed in all respects and shall bind each party hereto. 

  
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 SECTION 2. Representations and Warranties of the Issuing Bank.  

(e) 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. 1; Amendment No. 1 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. 1 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. 1, 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. 

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 

Three PNC Plaza 
 225 Fifth
Avenue 
 6th Floor 

Pittsburgh, PA 15222 

Attention: Lisa Kovac 

Facsimile Number: (412) 762-1728 

Telephone Number: (412) 762-8400 

  
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 If to the Parent: 

The PNC Financial Services Group, Inc. 

Three PNC Plaza 
 225 Fifth
Avenue 
 6th Floor 

Pittsburgh, PA 15222 

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 

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. 1 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. 1 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. 1 or any provision herein or therein
contained. 
 This Amendment No. 1 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. 

  
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 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. 1 or the transactions contemplated hereby. 
 SECTION 7.
Governing Law. 
 This Amendment No. 1 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. 1 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. 1 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/ Anguel Zaprianov

	Name:	 	Anguel Zaprianov
	Title:	 	Managing Director
		
	by	 	 /s/ Adam Raucher

	Name:	 	Adam Raucher
	Title:	 	Director
	
	GOLDMAN, SACHS & CO.
		
	by	 	 /s/ Adam Greene

	Name:	 	Adam Greene
	Title:	 	Vice President


  
 [Signature Page to
Amendment No. 1 to the Distribution Agreement] 









			
	JEFFERIES LLC
		
	by	 	 /s/ Matthew Casey

	Name:	 	Matthew 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/ Elisabeth N. Grennon

	Name:	 	Elisabeth N. Grennon
	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. 1 to the Distribution Agreement] 









			
	U.S. BANCORP INVESTMENTS, INC.
		
	by	 	 /s/ Jason Schubert

	Name:	 	Jason Schubert
	Title:	 	Vice President
	
	WELLS FARGO SECURITIES, LLC
		
	by	 	 /s/ Carolyn Hurley

	Name:	 	Carolyn Hurley
	Title:	 	Director


  
 [Signature Page to
Amendment No. 1 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: Transaction Execution Group 
 Phone:
212-816-1135 
 Fax: 646-291-5209 
 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:
212-325-7198 
 Fax: 212-743-5825 
 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 

  
 S-I-1 








 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 

NY1-050-12-01 
 New York, NY 10020 

Attention: High Grade Debt Capital markets Transaction Management/Legal 

Phone: 646-855-0724 
 Fax: 212-901-7881 

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 
 225 Fifth Avenue, 5th Floor

 Pittsburgh, PA 15222 
 Attention: Jimil B. Wilson 

Phone: 412-762-8420 
 Fax: 412-762-9124 

with a copy to: 
 Jon R. Mooney 

One PNC Plaza, 20th Floor 
 249 Fifth Avenue 

Pittsburgh, PA 15222 
 Phone: 412-645-5012 

Fax: 412-7629001 

  
 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