PNC Financial Services (PNC)

SECTION 3.1 Powers and Duties of the Trust Preferred Guarantee Trustee

(a) This Trust Preferred Securities Guarantee shall be held by the Trust Preferred Guarantee Trustee for the benefit of the Holders, and the Trust Preferred Guarantee Trustee shall not transfer its right, title and interest in this Trust Preferred Securities Guarantee to any Person except a Holder exercising his or her rights pursuant to Sections 5.4(b) and 5.4(c) or to a successor Trust Preferred Guarantee Trustee on acceptance by such successor Trust Preferred Guarantee Trustee of its appointment to act as successor Trust Preferred Guarantee Trustee. The right, title and interest of the Trust Preferred Guarantee Trustee shall automatically vest in any successor Trust Preferred Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such successor Trust Preferred Guarantee Trustee.

(b) If an Event of Default actually known to a Responsible Officer as an Event of Default has occurred and is continuing, the Trust Preferred Guarantee Trustee shall enforce this Trust Preferred Securities Guarantee for the benefit of the Holders of the Trust Preferred Securities.

(c) The Trust Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Preferred Securities Guarantee, and no implied covenants shall be read into this Trust Preferred Securities Guarantee against the Trust Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.7) and is actually known to a Responsible Officer, the Trust Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Trust Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d) Except during the continuance of Event of Default:

(i) the Trust Preferred Guarantee Trustee shall undertake to perform only such duties as are specifically set forth in this Trust Preferred Securities Guarantee and no implied covenants shall be read into this Trust Preferred Securities Guarantee against the Trust Preferred Guarantee Trustee; and

(ii) in the absence of bad faith on the part of the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trust Preferred Guarantee Trustee and conforming to the requirements of this Trust Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Trust Preferred Securities Guarantee.

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(e) No provision of this Trust Preferred Securities Guarantee shall be construed to relieve the Trust Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) the Trust Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trust Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(ii) the Trust Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Trust Preferred Guarantee Trustee under this Trust Preferred Securities Guarantee;

(iii) no provision of this Trust Preferred Securities Guarantee shall require the Trust Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trust Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or protection from liability is not reasonably assured to it, reasonably satisfactory to the Trust Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it;

(iv) the Trust Preferred Guarantee Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Trust Preferred Securities shall be to deal with such property in a similar manner as the Trust Preferred Guarantee Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under the Trust Preferred Securities Guarantee and the Trust Indenture Act;

(v) the Trust Preferred Guarantee Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Trust Preferred Securities or the payment of any taxes or assessments levied thereon or in connection therewith;

(vi) the Trust Preferred Guarantee Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Guarantor. Money held by the Trust Preferred Guarantee Trustee need not be segregated from other funds held by it;

(vii) the Trust Preferred Guarantee Trustee shall not be responsible for monitoring the compliance by Guarantor with their respective duties under this Trust Preferred Securities Guarantee, nor shall the Trust Preferred Guarantee Trustee be liable for any default or misconduct of the Guarantor; and

(viii) whether or not herein expressly so provided, every provision of this Trust Preferred Securities Guarantee relating to the conduct or affecting the liability of or affording protection to the Trust Preferred Guarantee Trustee shall be subject to the provisions of this Section and Section 3.2.

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