PNC Financial Services (PNC)

SECTION 4.2 Resignation and Removal; Appointment of Successor

(a) No resignation or removal of the Trust Preferred Guarantee Trustee and no appointment of a successor Trust Preferred Guarantee Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trust Preferred Guarantee Trustee under Section 4.3.

11

(b) The Trust Preferred Guarantee Trustee may resign at any time by giving written notice thereof to the Guarantor. If the instrument of acceptance by a successor Trust Preferred Guarantee Trustee shall not have been delivered to the Trust Preferred Guarantee Trustee within 30 days after the giving of such notice of resignation, the resigning Trust Preferred Guarantee Trustee may petition any court of competent jurisdiction for the appointment of a successor Trust Preferred Guarantee Trustee.

(c) The Trust Preferred Guarantee Trustee may be removed at any time by Act of the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities delivered to the Trust Preferred Guarantee Trustee and to the Guarantor.

(d) If at any time:

(i) the Trust Preferred Guarantee Trustee shall fail to comply with Section 4.1(c) after written request therefor by the Guarantor or by any Holder who has been a bona fide Holder of a Trust Preferred Security for at least six months, or

(ii) the Trust Preferred Guarantee Trustee shall cease to be eligible under Section 4.1(a) and shall fail to resign after written request therefor by the Guarantor or by any such Holder, or

(iii) the Trust Preferred Guarantee Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trust Preferred Guarantee Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trust Preferred Guarantee Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Guarantor, by a Board Resolution, may remove the Trust Preferred Guarantee Trustee or (ii) subject to Section 10.4 of the Declaration (regarding costs and attorneys’ fees in legal proceedings), any Holder who has been a bona fide Holder of a Trust Preferred Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trust Preferred Guarantee Trustee and the appointment of a successor Trust Preferred Guarantee Trustee.

(e) If the Trust Preferred Guarantee Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trust Preferred Guarantee Trustee for any cause, the Guarantor, by a Board Resolution, shall promptly appoint a successor Trust Preferred Guarantee Trustee and shall comply with the applicable requirements of Section 4.3. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trust Preferred Guarantee Trustee shall be appointed by Act of the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities delivered to the Guarantor and the retiring Trust Preferred Guarantee Trustee, the successor Trust Preferred Guarantee Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trust Preferred Guarantee Trustee and to that extent supersede the successor Trust Preferred Guarantee Trustee appointed by the Guarantor. If no successor Trust Preferred Guarantee Trustee shall have been so appointed by the Guarantor or the Holders and accepted appointment in the manner herein provided, any Holder who has been a bona fide Holder of a Trust Preferred Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trust Preferred Guarantee Trustee.

(f) The Guarantor shall give notice of each resignation and each removal of the Trust Preferred Guarantee Trustee and each appointment of a successor Trust Preferred Guarantee Trustee by mailing written notice of such event by first-class mail, postage prepaid, to all Holders. Each notice shall include the name of the successor Trust Preferred Guarantee Trustee and the address of its Corporate Trust Office.

12