PNC Financial Services (PNC)

PNC CAPITAL TRUST E

February 13, 2008

SECOND AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration”) dated and effective as of February 13, 2008, by the Trustees (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to this Declaration;

WHEREAS, BNYM (Delaware), formerly known as The Bank of New York (Delaware), is the Delaware Trustee (as defined herein), and The Bank of New York is the Property Trustee (as defined herein);

WHEREAS, the Sponsor and Bankers Trust (Delaware), as the Initial Trustee (the “Initial Trustee”) established PNC Capital Trust E (the “Trust”), a trust under the Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated as of April 16, 1998 (the “Original Declaration”) and a Certificate of Trust filed with the Secretary of State of the State of Delaware effective on April 16, 1998, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain JSNs (as defined herein) of the JSN Issuer (as defined herein);

WHEREAS, the Delaware Trustee and the Sponsor entered into a First Amended and Restated Declaration of Trust dated as of January 9, 2007 (the “First Amended and Restated Declaration of Trust”) pursuant to which, among other things, the Sponsor replaced the Initial Trustee with the Delaware Trustee;

WHEREAS, as of the date hereof, no interests in the Trust have been issued;

WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend and restate each and every term and provision of the Original Declaration in its entirety as set forth herein to provide for, among other things, (i) the issuance and sale of the Trust Common Securities by the Trust to the Sponsor, (ii) the issuance and sale of the Trust Preferred Securities (as defined herein) by the Trust pursuant to the Underwriting Agreement (as defined herein), (iii) the acquisition by the Trust from the Sponsor of all of the right, title and interest in the JSNs, and (iv) the appointment of the Regular Trustees (as defined herein).

NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust Act (as defined herein) and that this Declaration constitute the governing instrument of such statutory trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration.

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