PNC Financial Services (PNC)

TERMINATION OF TRUST; LIQUIDATION

SECTION 8.1 Dissolution of Trust.

(a) The Trust shall dissolve:

(i) upon the bankruptcy of the Sponsor;

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(ii) upon the filing of a certificate of dissolution or its equivalent with respect to the Sponsor; the revocation of the charter of the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof;

(iii) upon the entry of a decree of judicial dissolution of the Sponsor or the Trust;

(iv) subject to obtaining any required regulatory approval, when all of the Securities have been called for redemption and the amounts necessary for redemption thereof have been paid to the Holders in accordance with the terms of the Securities;

(v) subject to obtaining any required regulatory approval, when the Trust shall have been dissolved in accordance with the terms of the Securities upon election by the Sponsor of its right to terminate the Trust and distribute all of the JSNs to the Holders of Securities in exchange for all of the Securities and all of the JSNs shall have been distributed to the Holders of Securities in accordance with such election; or

(vi) before the issuance of any Securities, with the consent of all of the Regular Trustees and the Sponsor.

(b) Except as contemplated by Section 8.2, as soon as is practicable after the occurrence of an event referred to in Section 8.1(a), and after satisfaction of liabilities to creditors of the Trust as required by applicable law, including Section 3808 of the Statutory Trust Act, and subject to the terms set forth in Annex I, the Property Trustee, when notified in writing of the completion of the winding up of the Trust in accordance with the Statutory Trust Act, shall terminate the Trust by filing, at the expense and direction of the Sponsor, a certificate of cancellation with the Secretary of State of the State of Delaware.

(c) The provisions of Section 3.13 and Article X shall survive the termination of the Trust.

SECTION 8.2 Liquidation.

(a) If an event specified in clauses (a)(i), (a)(ii), (a)(iii) or (a)(v) of Section 8.1 occurs, the Trust shall be wound up and liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder a number of JSNs (the “Like Amount”) with an aggregate stated principal amount equal to the aggregate Liquidation Amount of the outstanding Securities and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on such Securities, subject to Section 8.2(d). Notice of liquidation shall be provided by the Sponsor to the Property Trustee at least five Business Days prior to the date the Property Trustee proposes to mail the notice of liquidation. Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not later than 15 nor more than 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All notices of liquidation shall:

(i) state the Liquidation Date;

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(ii) state that, from and after the Liquidation Date, the Securities will no longer be deemed to be outstanding and any Certificates not surrendered for exchange will be deemed to represent a Like Amount of JSNs; and

(iii) provide such information with respect to the mechanics by which Holders may exchange Certificates for JSNs, or if Section 8.2(d) applies, receive a Liquidation Distribution, as the Administrators or the Property Trustee shall deem appropriate.

(b) Except where Section 8.2(d) applies, in order to effect the liquidation of the Trust and distribution of the JSNs to Holders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of JSNs in exchange for the outstanding Certificates.

(c) Except where Section 8.2(d) applies, after the Liquidation Date, (i) the Trust Preferred Securities and Trust Common Securities will no longer be deemed to be outstanding, (ii) the Clearing Agency for the Trust Preferred Securities or its nominee, as the registered holder of the Global Certificates, shall receive a registered Global Certificate or Global Certificates representing the JSNs to be delivered upon such distribution with respect to Trust Preferred Securities held by the Clearing Agency or its nominee, (iii) any Trust Preferred Securities Certificates not held by the Clearing Agency for the Trust Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent JSNs having a principal amount equal to the stated Liquidation Amount of the Trust Preferred Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Trust Preferred Securities until such certificates are presented to the Securities Registrar for transfer or reissuance, and (iv) all rights of the Holders will cease, except the right to receive JSNs pursuant to Section 8.2(a).

(d) If, notwithstanding the other provisions of this Section 8.2 distribution of the JSNs is not practical (whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise), or if any dissolution event specified in clause (a)(iv) of Section 8.1 occurs, the Trust shall be dissolved and wound up and the Trust Property shall be liquidated by the Property Trustee in such manner as the Property Trustee determines subject to the requirements of applicable law. In such event, on the date of the dissolution of the Trust, unless the Securities have been redeemed or are to be redeemed on such date pursuant to Article VI, Holders will be entitled to receive out of the assets of the Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act, an amount equal to the aggregate of Liquidation Amount per Security plus accumulated and unpaid Distributions thereon to but excluding the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Trust Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with

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Holders of Trust Preferred Securities except that the Trust Preferred Securities shall have a priority over the Trust Common Securities.

(e) If Section 8.2(d) applies, then after the date of dissolution of the Trust pursuant to Section 8.2(d), (i) the Trust Preferred Securities and Trust Common Securities will no longer be deemed to be outstanding, and (ii) all rights of the Holders will cease, except the right to receive the Liquidation Distribution in accordance with Section 8.2(d).

(f) If JSNs are distributed to the Holders of Securities, the Sponsor shall use its commercially reasonable efforts to cause the JSNs to be listed on the New York Stock Exchange or on such other exchange as the Trust Preferred Securities were listed immediately prior to distribution of the JSNs.