PNC Financial Services (PNC)

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of said Security or said Indenture, any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification, or indulgence granted to the Company with respect thereto, by the Holder of said Security or the Trustee under said Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby, and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner set forth in said Indenture, shall rank pari passu in right of payment with each other and with the Guarantor’s unsecured obligations to Holders of Senior Guarantor Indebtedness (as defined in said Indenture) and are senior in right of payment to the Existing Guarantor Subordinated Indebtedness (as defined in the Indenture), and each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.

The Guarantor shall be subrogated to all rights of the Holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under said Indenture shall have been paid in full.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed manually by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York Mellon (formerly known as The Bank of New York, as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”, which

term includes any successor trustee under the Indenture), as amended by a Supplemental Indenture dated as of February 15, 1993, by and among the Company, the Guarantor and the Trustee, as further amended by a Second Supplemental Indenture dated as of February 15, 2000, by and among the Company, the Guarantor and the Trustee, as further amended by a Third Supplemental Indenture dated as of December 19, 2008, by and among the Company, the Guarantor and the Trustee, as further amended by a Fourth Supplemental Indenture dated as of December 19, 2008, by and among the Company, the Guarantor and the Trustee and as further amended by a Fifth Supplemental Indenture dated as of March 31, 2009, by and among the Company, the Guarantor and the Trustee (as so amended, the “Indenture”) shall have the meanings ascribed to such terms in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of said Security or said Indenture, any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification, or indulgence granted to the Company with respect thereto, by the Holder of said Security or the Trustee under said Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby, and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner set forth in said Indenture, shall rank pari passu in right of payment with each other and with the Guarantor’s unsecured obligations to Holders of Senior Guarantor Indebtedness (as defined in said Indenture) and are senior in right of payment to the Existing Guarantor Subordinated Indebtedness (as defined in the Indenture), and each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.

The Guarantor shall be subrogated to all rights of the Holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under said Indenture shall have been paid in full.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed manually by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York Mellon (formerly know as The Bank of New York, as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as amended by a Supplemental Indenture dated as of February 15, 1993, by and among the Company, the Guarantor and the Trustee, as further amended by a Second Supplemental Indenture dated as of February 15,

2000, by and among the Company, the Guarantor and the Trustee, as further amended by a Third Supplemental Indenture dated as of December 19, 2008, by and among the Company, the Guarantor and the Trustee, as further amended by a Fourth Supplemental Indenture dated as of December 19, 2008, by and among the Company, the Guarantor and the Trustee and as further amended by a Fifth Supplemental Indenture dated as of March 31, 2009, by and among the Company, the Guarantor and the Trustee (as so amended, the “Indenture”) shall have the meanings ascribed to such terms in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of said Security or the Indenture, any failure to enforce the provisions of said Security or the Indenture, or any waiver, modification, or indulgence granted to the Company with respect thereto, by the Holder of said Security or the Trustee under the Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby, and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner set forth in the Indenture, shall rank pari passu in right of payment with each other and with the Guarantor’s unsecured obligations to Holders of Senior Guarantor Indebtedness (as defined in the Indenture) and are senior in right of payment to the Existing Guarantor Subordinated Indebtedness (as defined in the Indenture), and each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.

The Guarantor shall be subrogated to all rights of the Holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under the Indenture shall have been paid in full.

The Security upon which this Guarantee is endorsed is guaranteed by the FDIC pursuant to the FDIC’s Debt Guarantee Program as set forth in 12 C.F.R. Part 370 to the extent payments of principal and interest on this Security are not made by the Company or the Guarantor. The FDIC shall be subrogated to all of the rights of the Holders and the Representative under said

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Security and the Indenture against the Company and the Guarantor in respect of any amounts paid to the Holders, or for the benefit of the Holders, by the FDIC pursuant to the Debt Guarantee Program as set forth in 12 C.F.R. Part 370.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York Mellon (formerly known as The Bank of New York, as successor in interest to JPMorgan Chase Bank, which was formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) as amended by a Supplemental Indenture dated as of February 15, 1993 by and among the Company, the Guarantor and the Trustee, as further amended by a Second Supplemental Indenture dated as of February 15, 2000 by and among the Company, the Guarantor and the Trustee, as further amended by a Third Supplemental Indenture dated as of December 19, 2008 by and among the Company, the Guarantor and the Trustee, as further amended by a Fourth Supplemental Indenture dated as of December 19, 2008 by and among the Company, the Guarantor and the Trustee, as further amended by a Fifth Supplemental Indenture dated as of March 31, 2009 by and among the Company, the Guarantor and the Trustee (as so amended, the “Indenture”) shall have the meaning ascribed to such terms in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

THE PNC FINANCIAL SERVICES GROUP, INC.

Pursuant to Section 1522(c)

of the

Pennsylvania Business

Corporation Law of 1988

In compliance with the requirements of Section 1522(c) of Pennsylvania Business Corporation Law of 1988 (the “PBCL”), The PNC Financial Services Group, Inc., a corporation organized and existing under the PBCL (the “Corporation”), hereby certifies that:

1. The name of the Corporation is The PNC Financial Services Group, Inc.

2. The resolution (“Resolution”) duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) establishing and designating a series of the Corporation’s Preferred Stock, par value $1.00 per share, and fixing and determining the relative rights and preferences thereof is as follows:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors by the provisions of the Amended and Restated Articles of Incorporation, a series of Preferred Stock, $1.00 par value per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

THE PNC FINANCIAL SERVICES GROUP, INC.

Pursuant to Section 1522(c)

of the

Pennsylvania Business

Corporation Law of 1988

In compliance with the requirements of Section 1522(c) of Pennsylvania Business Corporation Law of 1988 (the “PBCL”), The PNC Financial Services Group, Inc., a corporation organized and existing under the PBCL (the “Corporation”), hereby certifies that:

1. The name of the Corporation is The PNC Financial Services Group, Inc.

2. The resolution (“Resolution”) duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) establishing and designating a series of the Corporation’s Preferred Stock, par value $1.00 per share, and fixing and determining the relative rights and preferences thereof is as follows:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors by the provisions of the Amended and Restated Articles of Incorporation, a series of Preferred Stock, $1.00 par value per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

THE PNC FINANCIAL SERVICES GROUP, INC.

The Special Committee of the Board of Directors (the “Board of Directors”) of The PNC Financial Services Group, Inc. (the “Corporation”), pursuant to authority granted to it under resolutions adopted by the Board of Directors on December 23, 2008, in accordance with the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Corporation and applicable law, adopted the following resolution on December 31, 2008 amending the Statement with Respect to Shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series N previously designated by the Board of Directors and authorized by the Board of Directors to be issued in an amount of 77,000 shares.

RESOLVED, that pursuant to the provisions of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Corporation and applicable law, and pursuant to approval by the sole shareholder of the Fixed Rate Cumulative Perpetual Preferred Stock, Series N as applicable, the number of shares and other preferences of the shares of a series of Preferred Stock, par value $1.00 per share, of the Corporation previously designated by the Board of Directors as the Fixed Rate Cumulative Perpetual Preferred Stock Series N be and hereby are amended, to reflect (i) a reduction in the authorized amount of the Fixed Rate Cumulative Perpetual Preferred Stock Series N to 75,792 shares, the amounting outstanding on the date hereof, and (ii) as approved by the sole shareholder of the Series N Preferred Stock, a change of the “Minimum Amount” as defined in the Statement with Respect to Shares to $1,894,800,000. The designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, as amended are set forth in their entirety as follows:

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series N” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 75,792.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Statement With Respect to Shares to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions. The following terms are used in this Statement With Respect to Shares (including the Standard Provisions in Annex A hereto) as defined below:

(a) “Common Stock” means the common stock, par value $5.00 per share, of the Corporation.

(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.

(c) “Junior Stock” means the Common Stock, the Junior Participating Preferred Stock, Series G, and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

(d) “Liquidation Amount” means $100,000 per share of Designated Preferred Stock.

(e) “Minimum Amount” means $1,894,800,000.

(f) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity Stock shall include the Corporation’s $1.80 Cumulative Convertible Preferred Stock — Series A, $1.80 Cumulative Convertible Preferred Stock — Series B, $1.60

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Cumulative Convertible Preferred Stock-Series C, $1.80 Cumulative Convertible Preferred Stock-Series D, $2.60 Cumulative Nonvoting Preferred Stock, Series E, Fixed/Adjustable Rate Non-Cumulative Preferred Stock, Series F, 7.00% Non-Cumulative Preferred Stock-Series H, Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J, Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series K, 9.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series L and Non-Cumulative Perpetual Preferred Stock, Series M.

(g) “Signing Date” means the Original Issue Date.

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

Part 5. PBCL Requirements. The aggregate number of shares of the Designated Preferred Stock established and designated by (a) this Resolution, (b) all prior statements, if any, filed under Section 1522 of the PBCL or corresponding provisions of prior law with respect thereto, and (c) any other provision of the Amended and Restated Articles of Incorporation, as amended is 75,792.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Statement With Respect to Shares to be signed by George P. Long, III, its Corporate Secretary, this 2nd day of January, 2009.

- 3 -

THE PNC FINANCIAL SERVICES GROUP, INC.

(Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of The PNC Financial Services Group, Inc. and in the capacities indicated on March 2, 2009.

167

Table of Contents

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of said Security or the Indenture, any failure to enforce the provisions of said Security or the Indenture, or any waiver, modification, or indulgence granted to the Company with respect thereto, by the Holder of said Security or the Trustee under the Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby, and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner set forth in the Indenture, shall rank pari passu in right of payment with each other and with the Guarantor’s unsecured obligations to Holders of Senior Guarantor Indebtedness (as defined in the Indenture) and are senior in right of payment to the Existing Guarantor Subordinated Indebtedness (as defined in the Indenture), and each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.

The Guarantor shall be subrogated to all rights of the Holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under the Indenture shall have been paid in full.

The Security upon which this Guarantee is endorsed is guaranteed by the FDIC pursuant to the FDIC’s Debt Guarantee Program as set forth in 12 C.F.R. Part 370 to the extent payments of principal and interest on this Security are not made by the Company or the Guarantor. The FDIC shall be subrogated to all of the rights of the Holders and the

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Representative under said Security and the Indenture against the Company and the Guarantor in respect of any amounts paid to the Holders, or for the benefit of the Holders, by the FDIC pursuant to the Debt Guarantee Program as set forth in 12 C.F.R. Part 370.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York Mellon (formerly known as The Bank of New York, as successor in interest to JPMorgan Chase Bank, which was formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) as amended by a Supplemental Indenture dated as of February 15, 1993 by and among the Company, the Guarantor and the Trustee, as further amended by a Second Supplemental Indenture dated as of February 15, 2000 by and among the Company, the Guarantor and the Trustee, as further amended by a Third Supplemental Indenture dated as of December 19, 2008 by and among the Company, the Guarantor and the Trustee, as further amended by a Fourth Supplemental Indenture dated as of December 19, 2008 by and among the Company, the Guarantor and the Trustee (as so amended, the “Indenture”) shall have the meaning ascribed to such terms in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of said Security or the Indenture, any failure to enforce the provisions of said Security or the Indenture, or any waiver, modification, or indulgence granted to the Company with respect thereto, by the Holder of said Security or the Trustee under the Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby, and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner set forth in the Indenture, shall rank pari passu in right of payment with each other and with the Guarantor’s unsecured obligations to Holders of Senior Guarantor Indebtedness (as defined in the Indenture) and are senior in right of payment to the Existing Guarantor Subordinated Indebtedness (as defined in the Indenture), and each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.

The Guarantor shall be subrogated to all rights of the Holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under the Indenture shall have been paid in full.

The Security upon which this Guarantee is endorsed is guaranteed by the FDIC pursuant to the FDIC’s Debt Guarantee Program as set forth in 12 C.F.R. Part 370 to the extent payments of principal and interest on this Security are not made by the Company or the Guarantor. The FDIC shall be subrogated to all of the rights of the Holders and the

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Representative under said Security and the Indenture against the Company and the Guarantor in respect of any amounts paid to the Holders, or for the benefit of the Holders, by the FDIC pursuant to the Debt Guarantee Program as set forth in 12 C.F.R. Part 370.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York Mellon (formerly known as The Bank of New York, as successor in interest to JPMorgan Chase Bank, which was formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) as amended by a Supplemental Indenture dated as of February 15, 1993 by and among the Company, the Guarantor and the Trustee, as further amended by a Second Supplemental Indenture dated as of February 15, 2000 by and among the Company, the Guarantor and the Trustee, as further amended by a Third Supplemental Indenture dated as of December 19, 2008 by and among the Company, the Guarantor and the Trustee (as so amended, the “Indenture”) shall have the meaning ascribed to such terms in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

(Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of The PNC Financial Services Group, Inc. and in the capacities indicated on February 29, 2008.

127

THE PNC FINANCIAL SERVICES GROUP, INC.

Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:

v

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

vi

AMENDED AND RESTATED JUNIOR SUBORDINATED INDENTURE, dated as of February 13, 2008, between THE PNC FINANCIAL SERVICES GROUP, INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania, 15222-2707, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York, as trustee

THE PNC FINANCIAL SERVICES GROUP, INC.

(Registrant)

125

Table of Contents

THE PNC FINANCIAL SERVICES GROUP, INC.

(Registrant)

125

Table of Contents

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of said Security or said Indenture, any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the holder of said Security or the Trustee under said Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner set forth in said Indenture, shall rank pari passu in right of payment with each other and with the Guarantor’s unsecured obligations to holders of Senior Guarantor Indebtedness (as defined in said Indenture) and are senior in right of payment to the Existing Guarantor Subordinate Indebtedness (as defined in the Indenture), and each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.

The Guarantor shall be subrogated to all rights of the holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under said Indenture shall have been paid in full.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed manually by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York, as successor to JPMorgan Chase Bank N.A., (formerly known as The Chase Manhattan Bank and Chemical Bank, successor by merger to Manufacturers Hanover Trust Company) as Trustee (the “Trustee”), as amended by a Supplemental Indenture dated as of February 15, 1993, by and among the Company, the Guarantor and the

Trustee, and as further amended by a Second Supplemental Indenture dated as of February 15, 2000, by and among the Company, the Guarantor and the Trustee shall have the meanings assigned to them in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of said Security or said Indenture, any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification, or indulgence granted to the Company with respect thereto, by the holder of said Security or the Trustee under said Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby, and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner set forth in said Indenture, shall rank pari passu in right of payment with each other and with the Guarantor’s unsecured obligations to holders of Senior Guarantor Indebtedness (as defined in said Indenture) and are senior in right of payment to the Existing Guarantor Subordinate Indebtedness (as defined in the Indenture), and each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.

The Guarantor shall be subrogated to all rights of the holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under said Indenture shall have been paid in full.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed manually by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York as successor to JPMorgan Chase Bank, N.A., (formerly known as The Chase Manhattan Bank and Chemical Bank, successor by merger to Manufacturers Hanover Trust Company), as Trustee

(the “Trustee”), as amended by a Supplemental Indenture dated as of February 15, 1993, by and among the Company, the Guarantor and the Trustee, and as further amended by a Second Supplemental Indenture dated as of February 15, 2000, by and among the Company, the Guarantor and the Trustee shall have the meanings assigned to them in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

THE PNC FINANCIAL SERVICES GROUP, INC.

(Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of The PNC Financial Services Group, Inc. and in the capacities indicated on March 1, 2007.

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THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of said Security or said Indenture, any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the holder of said Security or the Trustee under said Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee are, to the extent and in the manner set forth in said Indenture, subordinate and junior in right of payment to the Guarantor’s obligations to holders of Senior Guarantor Indebtedness (as defined in said Indenture) and subject to the obligations of the holders of the Guarantees to pay over any Excess Proceeds to creditors in respect of Other Guarantor Obligations, as provided in said Indenture, and shall rank pari passu in right of payment with each other, the Existing Guarantor Indebtedness (as defined in the Indenture) and all other subordinated indebtedness of the Guarantor. Each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.

The Guarantor shall be subrogated to all rights of the holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under said Indenture shall have been paid in full.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed manually by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York, as successor to JPMorgan Chase Bank N.A., (formerly known as The Chase Manhattan Bank and Chemical Bank, successor by merger to Manufacturers Hanover Trust Company) as Trustee, as amended by a Supplemental Indenture dated as of February 15, 1993, by and among the Company, the Guarantor and the

Trustee, and as further amended by a Second Supplemental Indenture dated as of February 15, 2000, by and among the Company, the Guarantor and the Trustee shall have the meanings assigned to them in the Indenture.

THE PNC FINANCIAL SERVICES GROUP, INC.

FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal and interest on said Security, when and as the same shall become due and payable, whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the same.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of said Security or said Indenture, any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the holder of said Security or the Trustee under said Indenture or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on said Security.

The obligations of the Guarantor evidenced by this Guarantee are, to the extent and in the manner set forth in said Indenture, subordinate and junior in right of payment to the Guarantor’s obligations to holders of Senior Guarantor Indebtedness (as defined in said Indenture) and subject to the obligations of the holders of the Guarantees to pay over any Excess Proceeds to creditors in respect of Other Guarantor Obligations, as provided in said Indenture, and shall rank pari passu in right of payment with each other, the Existing Guarantor Indebtedness (as defined in the Indenture) and all other subordinated indebtedness of the Guarantor. Each Holder of a Security upon which this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.

The Guarantor shall be subrogated to all rights of the holder of said Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities issued under said Indenture shall have been paid in full.

This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on the Security on which this Guarantee is endorsed shall have been signed manually by the Trustee under the Indenture referred to in said Security.

All terms used in this Guarantee which are defined in the Indenture, dated as of December 1, 1991, among the Company, the Guarantor and The Bank of New York, as successor to JPMorgan Chase Bank N.A., (formerly known as The Chase Manhattan Bank and Chemical Bank, successor by merger to Manufacturers Hanover Trust Company) as Trustee, as amended by a Supplemental Indenture dated as of February 15, 1993, by and among the Company, the Guarantor and the

Trustee, and as further amended by a Second Supplemental Indenture dated as of February 15, 2000, by and among the Company, the Guarantor and the Trustee shall have the meanings assigned to them in the Indenture.