Exhibit 24.1
POWER OF ATTORNEY
The PNC Financial Services Group, Inc.
Each of the undersigned directors and/or officers of The PNC Financial Services Group, Inc. (the Corporation), a Pennsylvania corporation, hereby names, constitutes and appoints Richard J. Johnson, Randall C. King, George P. Long, III, and Christi Davis, and each of them individually, the undersigneds true and lawful attorney-in-fact and agent, with full power to act with or without the others and with full power of substitution and resubstitution, for and on behalf of him or her and in his or her name, place and stead, in any and all capacities, to perform any and all acts and do all things and to execute any and all instruments which said attorneys-in-fact and agents and each of them may deem necessary or desirable to enable the Corporation to comply with the Securities Act of 1933 (the Act), and any rules, regulations and requirements of the Securities and Exchange Commission (the SEC) thereunder in connection with the filing of the accompanying registration statement under the Act for the registration of Securities of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation authorizing the preparation and filing of a registration statement on Form S-3, including the Prospectus and any and all exhibits, supplements and documents relating thereto, for the registration under the Act, and pursuant to Rule 415 thereunder, of an unspecified proposed maximum aggregate offering price of Securities of the Corporation, including without limitation, (i) unsecured debt securities of the Corporation (PNC Debt Securities), (ii) guarantees by the Corporation (Guarantees) of unsecured debt securities of PNC Funding Corp (Funding Debt Securities), which registration statement shall also relate to Funding Debt Securities (Funding Debt Securities together with PNC Debt Securities, the Debt Securities), (iii) shares of the Corporations common stock, par value $5 per share (Common Stock), (iv) shares of the Corporations preferred stock, par value $1 per share (Preferred Stock), (v) depositary shares representing Preferred Stock (Depositary Shares) to be evidenced by depositary receipts to be issued pursuant to a deposit agreement in the event the Corporation elects to offer fractional interests in shares of Preferred Stock, (vi) warrants of PNC Funding Corp for the purchase of Funding Debt Securities, and warrants of the Corporation to purchase PNC Debt Securities, Common Stock, Depositary Shares or Preferred Stock (Warrants), (vii) purchase contracts for the purchase or sale of Common Stock, Preferred Stock, Depositary Shares, Debt Securities or securities of a third party (Purchase Contracts), (viii) units composed of a combination of any other securities registered under the Registration Statement (Units), and (ix) such other class or classes of securities as any Senior Officer may hereafter deem appropriate (the securities in items (i) through (ix) collectively referred to as the Securities), including without limiting the generality of the foregoing, power and authority to sign the name of the undersigned director or officer or both in such capacity or capacities, to such registration statement including without limitation any and all amendments, including post-effective amendments, and exhibits thereto, and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulating body, hereby granting to said attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as the undersigned might or could do in person.
And each of the undersigned hereby ratifies and confirms all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof.
IN WITNESS WHEREOF, the following persons have duly signed this Power of Attorney as of this 20th day of November, 2012.
Name/Signature |
Capacity | |||
/s/ James E. Rohr James E. Rohr |
Chairman, Chief Executive Officer (Principal Executive Officer) and Director | |||
/s/ Richard J. Johnson Richard J. Johnson |
Chief Financial Officer (Principal Financial Officer) | |||
/s/ Gregory H. Kozich Gregory H. Kozich |
Controller (Principal Accounting Officer) | |||
/s/ Richard O. Berndt Richard O. Berndt |
Director | |||
/s/ Charles E. Bunch Charles E. Bunch |
Director | |||
/s/ Paul W. Chellgren Paul W. Chellgren |
Director | |||
/s/ Kay Coles James Kay Coles James |
Director | |||
/s/ Richard B. Kelson Richard B. Kelson |
Director | |||
/s/ Bruce C. Lindsay Bruce C. Lindsay |
Director | |||
/s/ Anthony A. Massaro Anthony A. Massaro |
Director | |||
/s/ Jane G. Pepper Jane G. Pepper |
Director | |||
/s/ Donald J. Shepard Donald J. Shepard |
Director |
/s/ Lorene K. Steffes Lorene K. Steffes |
Director | |||
/s/ Dennis F. Strigl Dennis F. Strigl |
Director | |||
/s/ Thomas J. Usher Thomas J. Usher |
Director | |||
/s/ George H. Walls, Jr. George H. Walls, Jr. |
Director | |||
/s/ Helge H. Wehmeier Helge H. Wehmeier |
Director |