PNC Financial Services (PNC)

ESTABLISHMENT OF THE FLOATING RATE SENIOR NOTES DUE 2011

SECTION 201 Establishment and Designation of the Notes.

Pursuant to the terms hereof and Section 3.01 of the Indenture, the Company hereby establishes a series of Securities known and designated as the “Floating Rate Senior Notes due 2011”. The Notes shall be designated Senior Debt Securities.

SECTION 202 Form of the Notes.

The Notes shall be issued in the form of one or more Global Securities in substantially the form set forth in Exhibit A hereto.

SECTION 203 Principal Amount of the Notes.

The Notes shall have an initial aggregate principal amount of $400,000,000. The Company and the Guarantor may from time to time, without the consent of the Holders of the Notes and in accordance with the Indenture, create and issue further notes having the same terms and conditions as the Notes in all respects so as to form a single series with the Notes.

SECTION 204 Interest Rate, Withholding and Additional Amounts of the Notes.

The Notes will bear interest at a floating rate as calculated in accordance with the formula set forth in the form of the Note set forth in Exhibit A hereto. The Trustee shall have no duty or obligation to determine, verify or confirm the interest rate of the Notes. The Notes shall be subject to tax withholding and the payment of Additional Amounts as defined in the form of the Note set forth in Exhibit A hereto.

SECTION 205 Redemption of the Notes.

The Notes may be redeemed, as a whole but not in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed together with interest accrued to the date fixed for redemption upon the occurrence of the events and in accordance with the obligations set forth in the form of the Note set forth in Exhibit A hereto. Immediately prior to the giving of any notice of redemption of the Notes pursuant to this Section 205 and the terms of the Notes, the Company will deliver to the Trustee an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of facts showing that the conditions precedent to the right of the Company to so redeem the Notes have occurred.

SECTION 206 Stated Maturity of the Notes.

The Notes shall have a Stated Maturity of June 22, 2011.

SECTION 207 No Sinking Fund.

No sinking fund is provided for the Notes.

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SECTION 208 Paying Agent and Security Registrar.

The Trustee is hereby appointed as initial Paying Agent, Transfer Agent and Security Registrar for the Notes. The Place of Payment of the Notes shall be the Corporate Trust Office of the Trustee. If any Paying Agent is appointed, and such Paying Agent is not also serving as the Representative, the Company, the Guarantor and such Paying Agent shall enter into a written agreement requiring the Paying Agent to send a written notice to the Representative within one (1) day of any uncured payment default by the Company or the Guarantor, informing the Representative of such uncured payment default.

SECTION 209 Global Securities; Appointment of Depositary for Global Securities.

The Notes shall be issued in the form of one or more permanent Global Securities registered in the name of The Depositary Trust Company, which will act as the Depositary, as provided in Section 2.05 of the Indenture. The Global Securities will be deposited with, or on behalf of, the Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee. The Notes will be available for purchase in denominations of $2,000 and integral multiples of $1,000 thereof in book-entry form only, subject to certain exceptions. Beneficial interests in the Notes represented by each Global Security will be shown on, and transfers thereof will be effected only through, records maintained by such Depositary and its direct and indirect participants.