PNC Financial Services (PNC)

SPONSOR

SECTION 4.1 Sponsor’s Purchase of Trust Common Securities.

On the Closing Date, the Sponsor will purchase all of the Trust Common Securities issued by the Trust at the same time as the Trust Preferred Securities are sold.

SECTION 4.2 Responsibilities of the Sponsor.

In connection with the issue and sale of the Trust Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities:

(a) to prepare for filing by the Trust with the Commission any necessary amendments, prospectuses, free writing prospectuses or other documents relating to the Trust’s registration statement on Form S-3 relating to the registration under the Securities Act of the Trust Preferred Securities;

(b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States;

(c) to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange for listing upon notice of issuance of any Trust Preferred Securities;

(d) to prepare for filing by the Trust with the Commission a registration statement on Form 8-A, including any pre-effective or post-effective amendments thereto, relating to the registration of the Trust Preferred Securities under Section 12(b) of the Exchange Act, including any amendments thereto; and

(e) to negotiate the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Trust Preferred Securities;

(f) compliance with the listing requirements of the Trust Preferred Securities upon the New York Stock Exchange or such securities exchange or exchanges on which the Trust Preferred Securities are listed as shall be determined by the Sponsor and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing; and

(g) the taking of any other actions necessary or desirable to carry out any of the foregoing activities.

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