PNC Financial Services (PNC)

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York.

This is one of the Securities referred to in the within mentioned Indenture.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Security to:

agent to transfer this Security on the books of the Securities Registrar. The agent may substitute another to act for him or her.

(Sign exactly as your name appears on the other side of this Security)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

ARTICLE 6

ORIGINAL ISSUE OF JSNs

Section 6.01. Original Issue of JSNs. JSNs in the aggregate principal amount of $450,010,000 may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee or an Authenticating Agent for authentication, and the Trustee or an Authenticating Agent shall thereupon authenticate and deliver said JSNs in accordance with a Company Order.

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Section 6.02. Calculation of Original Issue Discount. If during any calendar year any original issue discount shall have accrued on the JSNs, the Company shall file with each Paying Agent (including the Trustee if it is a Paying Agent) promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. Neither the Company nor the Trust would make actual payments on the JSNs, or on the Trust Preferred Securities, as the case may be, during an Deferral Period.

ARTICLE 7

SUBORDINATION

Section 7.01. Senior Indebtedness. The subordination provisions of Article 13 of the Indenture shall apply.

(a) Notwithstanding the foregoing or any other provision of the Indenture or of this First Supplemental Indenture, provided that the Company is not subject to a bankruptcy, insolvency, liquidation or similar proceeding, the priority of the JSNs in right of payment as to Parity Securities is subject to the provisions of Section 2.06 hereof and the Company shall be permitted to pay interest or principal on Parity Securities in accordance with Section 2.06 hereof.

Section 7.02. Compliance with Federal Reserve Rules. The Company shall not incur any additional indebtedness for borrowed money that ranks pari passu with or junior to the JSNs (if then subject to Article 13 of the Indenture), except in compliance with applicable regulations and guidelines of the Federal Reserve.

ARTICLE 8

MISCELLANEOUS

Section 8.01. Effectiveness. This First Supplemental Indenture will become effective upon its execution and delivery.

Section 8.02. Successors and Assigns. .All covenants and agreements in the Indenture, as supplemented and amended by this First Supplemental Indenture, by the Company shall bind its successors and assigns, receivers, trustees and representatives, whether so expressed or not, and shall inure to the benefit of the Holders of the Securities then Outstanding.

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Section 8.03. Further Assurances. The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this First Supplemental Indenture.

Section 8.04. Effect of Recitals. The recitals contained herein and in the JSNs, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the JSNs. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the JSNs or the proceeds thereof.

Section 8.05. Ratification of Indenture. The Indenture as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 8.06. Governing Law. This First Supplemental Indenture and the JSNs shall be governed by and construed in accordance with the laws of the State of New York and all rights and remedies shall be governed by such law without regard to principles of conflict of laws.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.