PNC Financial Services (PNC)

SECTION 5.4 Rights of Holders

(a) The Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Guarantee Trustee under this Trust Preferred Securities Guarantee; provided, however, that (subject to Section 3.1) the Trust Preferred Guarantee Trustee shall have the right to decline to follow any such direction if the Trust Preferred Guarantee Trustee in good faith by Responsible Officers shall determine that the action or proceedings so directed would be illegal or expose the Trust Preferred Guarantee Trustee to personal liability.

(b) If the Trust Preferred Guarantee Trustee fails to enforce its rights under this Trust Preferred Securities Guarantee, any Holder may directly institute a legal proceeding against the Guarantor to enforce the Trust Preferred Guarantee Trustee’s rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Trust, the Trust Preferred Guarantee Trustee or any other Person or entity.

(c) A Holder of Trust Preferred Securities may also directly institute a legal proceeding against the Guarantor to enforce such Holder’s right to receive payment under this Trust Preferred Securities Guarantee without first (i) directing the Trust Preferred Guarantee Trustee to enforce the terms of this Trust Preferred Securities Guarantee or (ii) instituting a legal proceeding directly against the Trust or any other Person or entity.

(d) The Guarantor expressly acknowledges that (i) this Trust Preferred Securities Guarantee will be deposited with the Trust Preferred Guarantee Trustee to be held for the benefit of the Holders and (ii) the Trust Preferred Guarantee Trustee has the right to enforce this Trust Preferred Securities Guarantee on behalf of the Holders.