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Amended Cover Letter to Application of the PNC Financial Services

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Amended Cover Letter to Application of the PNC Financial Services MARTI N LI PTON STEVE N A. COH EN DAVID E. SHAP IRO MICHA EL S . BE NN 51 W E S T 52N D S T R E E T HERBE RT M . WA CHTE LL DEBOR AH L . PA UL DAMIA N G. DID DEN SABAS TIAN V. NILE S N E W Y O R K , N . Y . 1 0 0 1 9 - 6 1 5 0 THEOD ORE N. M IRVI S DAVID C. KARP IAN B OCZK O ALISO N ZI ESKE PRE ISS EDWAR D D. HER LIHY RICHA RD K . KI M MATTH EW M . GU EST TIJAN A J. DVO RNIC DANIE L A. NEF F JOSHU A R. CAM MAKE R DAVID E. KAHA N JENNA E. LEVI NE TELEPHONE: (212) 403 -1000 ANDRE W R. BRO WNST EIN MARK GORD ON DAVID K. LAM RYAN A. M cLEO D FACSIMILE: (212) 403 -2000 MARC WOLI NSKY JOSEP H D. LAR SON BENJA MIN M. R OTH ANITH A RE DDY STEVE N A. ROS ENBL UM J E A N N E M A R I E O ’ B R I E N JOSHU A A. FEL TMAN JOHN L. R OBIN SON JOHN F. S AVAR ESE WAYNE M. CARL IN GEORG E A. KAT Z (1 965 - 1989 ) ELAIN E P. GOL IN JOHN R. S OBOL EWSK I SCOTT K. CHAR LES STEPH EN R . D i PRIM A JAMES H. FOGE LSON (19 67 -1 991) EMIL A. K LEIN HAUS STEVE N WI NTER JODI J. S CHWA RTZ NICHO LAS G. D EMMO LEONA RD M . RO SEN (196 5 -20 14) KARES SA L . CA IN EMILY D. JOHN SON ADAM O. E MMER ICH IGOR KIRM AN RONAL D C. CHE N JACOB A. KLIN G RALPH M. LEVE NE JONAT HAN M. M OSES OF CO UNSE L GORDO N S. MOO DIE RAAJ S. N ARAY AN RICHA RD G . MA SON T. EI KO S TANG E DONGJ U SO NG VIKTO R SA PEZH NIKO V MARTI N J. E. A RMS ERIC S. R OBIN SON DAVID M. SILK JOHN F. L YNCH BRADL EY R . WI LSON MICHA EL J . SC HOBE L MICHA EL H . BY OWIT Z PATRI CIA A. R OBIN SON* ROBIN PAN OVKA WILLI AM S AVIT T GRAHA M W. MEL I ELINA TET ELBA UM KENNE TH B . FO RRES T ERIC M. R OTH DAVID A. KATZ ERIC M. R OSOF GREGO RY E . PE SSIN ERICA E. BONN ETT SELWY N B. GOL DBER G PAUL K. R OWE ILENE KNA BLE GOTT S GREGO RY E . OS TLIN G CARRI E M. REI LLY LAURE N M. KOF KE PETER C. HEIN DAVID A. SCHW ARTZ JEFFREY M . WI NTNE R DAVID B. ANDE RS MARK F. V EBLE N ZACHA RY S . PO DOLS KY MEYER G. KOPL OW MICHA EL J . SE GAL TREVO R S. NOR WITZ ANDRE A K. WAH LQUI ST SARAH K. EDDY RACHE L B. REI SBER G LAWRE NCE S. M AKOW ELLIO TT V . ST EIN BEN M . GE RMAN A ADAM J. S HAPI RO VICTO R GO LDFE LD MARK A. S TAGL IANO DOUGL AS K . MA YER WARRE N R. STE RN ANDRE W J. NUS SBAU M NELSO N O. FIT TS BRAND ON C . PR ICE PHILI P MI NDLI N LEO E . ST RINE , JR .** RACHE LLE SILV ERBE RG JOSHU A M. HOL MES KEVIN S. SCHW ARTZ DAVID S. NEIL L PAUL VIZC ARRO NDO, JR. HAROL D S. NOV IKOF F PATRI CIA A. V LAHA KIS LAWRE NCE B. P EDOW ITZ AMY R . WO LF * ADM ITTE D IN THE DIS TRIC T OF COL UMBI A ** AD MITT ED I N DE LAWA RE COUNS EL DAVID M. ADLE RSTE IN ADAM M. G OGOL AK SUMIT A AH UJA NANCY B. GREE NBAU M AMAND A K. ALL EXON MARK A. K OENI G LOUIS J. BARA SH J. AU STIN LYO NS OLIVE R J. BOA RD ALICI A C. McC ARTH Y FRANC O CA STEL LI NEIL M. S NYDE R ANDRE W J. H. C HEUN G S. CH RIST OPHE R SZ CZER BAN PAMEL A EH RENK RANZ JEFFR EY A . WA TIKE R KATHR YN G ETTL ES -A TWA Direct Dial: (212) 403-1127 Direct Fax: (212) 403-2127 E-Mail: [email protected] January 5, 2021 VIA E-Apps Ms. Meg Johnson Vice President Federal Reserve Bank of Cleveland 1455 East Sixth Street Cleveland, Ohio 44114 Re: Amendment to Application of The PNC Financial Services Group, Inc. and PNC Bancorp, Inc. to Acquire BBVA USA Bancshares, Inc. and/or BBVA USA Dear Ms. Johnson: This is an amendment to the application that we submitted to the Board of Governors of the Federal Reserve System on December 29, 2020 (the “Application”), requesting prior approval for The PNC Financial Services Group, Inc. (“PNC”) and PNC Bancorp, Inc. (“PNC Bancorp”) to acquire BBVA USA Bancshares, Inc. and/or its wholly owned subsidiary bank, BBVA USA, pursuant to sections 3(a)(3) and (5) of the Bank Holding Company Act. An W/3927289 Ms. Meg Johnson January 5, 2021 Page 2 amended chart of the current directors on the boards of directors of PNC, PNC Bancorp and PNC Bank, National Association is provided in the Appendix to this letter, and is intended to replace the chart on pages 21, 22 and 23 of the main document in the Application. One of the directors of PNC and PNC Bank, Linda R. Medler, was inadvertently omitted from the original chart and is now included in the replacement chart in the Appendix. There are no other changes to the text on pages 21, 22 and 23 of the Application. If you have any questions about this submission or the Application, please do not hesitate to contact me. Sincerely, Patricia A. Robinson Attachment cc: David Reilly, Office of the Comptroller of the Currency (email) Mike Hill, Alabama State Banking Department Mark R. Largent, Texas Department of Banking (by email) Gregory B. Jordan, The PNC Financial Services Group, Inc. Kieran J. Fallon, The PNC Financial Services Group, Inc. Ursula C. Pfeil, The PNC Financial Services Group, Inc. Camden W. Williams, The PNC Financial Services Group, Inc. David A. Shernisky, The PNC Financial Services Group, Inc. Richard K. Kim, Wachtell, Lipton, Rosen & Katz Nicholas G. Demmo, Wachtell, Lipton, Rosen & Katz Mitchell S. Eitel, Sullivan & Cromwell LLP Ana M. González, Sullivan & Cromwell LLP APPENDIX Boards of Directors of PNC, PNC Bancorp and PNC Bank. The current directors of PNC, PNC Bancorp and PNC Bank are set forth below: Name of Director Principal Occupation PNC PNC PNC Bancorp Bank William S. Demchak Chairman, President and X X Chief Executive Officer Joseph Alvarado Retired Chairman and Chief X X Executive Officer of Commercial Metals Company Charles E. Bunch Retired Executive Chairman X X of PPG Industries, Inc. Debra A. Cafaro Chairman and Chief X X Executive Officer of Ventas, Inc. Marjorie Rodgers Cheshire President and Chief X X Operating Officer of A&R Development Corp. David L. Cohen Senior Executive Vice X X President of Comcast Corporation Andrew T. Feldstein Former Chief Executive X X Officer and Chief Investment Officer of Blue Mountain Capital Management; former Chief Investment Officer of Assured Guaranty Ltd. Richard J. Harshman Retired Chairman of X X Allegheny Technologies Incorporated Daniel R. Hesse Former President and Chief X X Executive Officer of Sprint Corporation A-1 Name of Director Principal Occupation PNC PNC PNC Bancorp Bank Linda R. Medler Retired Brigadier General, X X U.S. Air Force; President and Chief Executive Officer, L A Medler & Associates, LLC Martin Pfinsgraff Former Senior Deputy X X Comptroller for Large Bank Supervision, OCC Tony Townes-Whitley President of U.S. Regulated X X Industries at Microsoft Corp. Michael J. Ward Former Chairman and chief X X Executive Officer of CSX Corporation Robert Q. Reilly Chief Financial Officer, PNC X X E William Parsley, III Chief Operating Officer, X PNC Michael P. Lyons Head, Corporate & X Institutional Banking, PNC Janet Pilling Jolles Senior Vice President & X Fiduciary Director, PNC Delaware Trust Company James A. Hutchinson Senior Vice President & X Market Executive, PNC Asset Management Group A-2 .
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