FOURTH SUPPLEMENTAL INDENTURE

Exhibit 4.2

EXECUTION VERSION

FOURTH SUPPLEMENTAL INDENTURE

Dated as of December 19, 2008

to

INDENTURE

Dated as of December 1, 1991

by and among

PNC FUNDING CORP

Issuer

THE PNC FINANCIAL SERVICES GROUP, INC.

(formerly known as PNC Bank Corp.)

Guarantor

and

THE BANK OF NEW YORK MELLON

(formerly known as The Bank of New York) as successor in interest to JPMorgan Chase

Bank (formerly known as The Chase Manhattan Bank)

Trustee

Floating Rate Senior Notes due 2011

TABLE OF CONTENTS

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FOURTH SUPPLEMENTAL INDENTURE, dated as of December 19, 2008 (this "Fourth Supplemental Indenture"), by and among PNC FUNDING CORP, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the "Company"), THE PNC FINANCIAL SERVICES GROUP, INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the "Guarantor"), as Guarantor, and THE BANK OF NEW YORK MELLON, a New York banking corporation (formerly known as The Bank of New York) as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee under the Original Indenture (as hereinafter defined) (the "Trustee").

WHEREAS, the Company, the Guarantor and the Trustee have heretofore entered into an indenture, dated as of December 1, 1991, as amended and supplemented by a First Supplemental Indenture, dated as of February 15, 1993, as further amended by a Second Supplemental Indenture dated as of February 15, 2000, as further amended by a Third Supplemental Indenture dated as of December 19, 2008 (as so amended, the "Original Indenture");

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and amended and as further supplemented and amended by this Fourth Supplemental Indenture, is herein called the "Indenture";

WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Fourth Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, a new series of Securities designated as its "Floating Rate Senior Notes due 2011" in the initial aggregate principal amount of $400,000,000 (the "Notes"), which principal amount may be increased from time to time through the issuance of additional Notes;

WHEREAS, Section 9.01 of the Original Indenture provides, among other things, that the Company, when authorized by Board Resolution, and the Trustee, at any time and from time to time, without the consent of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.03 and 3.01 of the Original Indenture;

WHEREAS, the Company has requested that the Trustee execute and deliver this Fourth Supplemental Indenture; and

WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make this Fourth Supplemental Indenture a valid, binding and legal agreement of the Company, have been done.

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the form and terms of the Notes and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this

Fourth Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE I

DEFINITIONS

SECTION 101 Defined Terms.

Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Original Indenture. The following additional terms are hereby established for purposes of this Fourth Supplemental Indenture and shall have the meanings set forth in this Fourth Supplemental Indenture only for purposes of this Fourth Supplemental Indenture:

"Business Day" has the meaning set forth in Section 308.

"Company" has the meaning set forth in the recitals hereto.

"Debt Guarantee Program" has the meaning set forth in Section 303.

"Effective Period" has the meaning set forth in Section 307.

"FDIC" means the Federal Deposit Insurance Corporation, a corporation organized under the laws of the United States.

"Fourth Supplemental Indenture" has the meaning set forth in the recitals hereto.

"Guarantor" has the meaning set forth in the recitals hereto.

"Holder" means a "Holder" (as defined in the Original Indenture) of the Notes.

"Indenture" has the meaning set forth in the recitals hereto.

"Master Agreement" means the Master Agreement, dated December 16, 2008, as the same may be amended from time to time, by and between the Company, the Guarantor and the FDIC pursuant to which the FDIC agrees to guarantee payments with respect to certain debt securities that are eligible for such guarantee under the Debt Guarantee Program.

"Notes" has the meaning set forth in the recitals hereto.

"Original Indenture" has the meaning set forth in the recitals hereto.

"Representative" has the meaning set forth in Section 304.

"Temporary Liquidity Guarantee Program" means the Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370.

"Trustee" has the meaning set forth in the recitals hereto.

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ARTICLE II

ESTABLISHMENT OF THE FLOATING RATE SENIOR NOTES DUE 2011

SECTION 201 Establishment and Designation of the Notes.

Pursuant to the terms hereof and Section 3.01 of the Indenture, the Company hereby establishes a series of Securities known and designated as the "Floating Rate Senior Notes due 2011". The Notes shall be designated Senior Debt Securities.

SECTION 202 Form of the Notes.

The Notes shall be issued in the form of one or more Global Securities in substantially the form set forth in Exhibit A hereto.

SECTION 203 Principal Amount of the Notes.

The Notes shall have an initial aggregate principal amount of $400,000,000. The Company and the Guarantor may from time to time, without the consent of the Holders of the Notes and in accordance with the Indenture, create and issue further notes having the same terms and conditions as the Notes in all respects so as to form a single series with the Notes.

SECTION 204 Interest Rate, Withholding and Additional Amounts of the Notes.

The Notes will bear interest at a floating rate as calculated in accordance with the formula set forth in the form of the Note set forth in Exhibit A hereto. The Trustee shall have no duty or obligation to determine, verify or confirm the interest rate of the Notes. The Notes shall be subject to tax withholding and the payment of Additional Amounts as defined in the form of the Note set forth in Exhibit A hereto.

SECTION 205 Redemption of the Notes.

The Notes may be redeemed, as a whole but not in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed together with interest accrued to the date fixed for redemption upon the occurrence of the events and in accordance with the obligations set forth in the form of the Note set forth in Exhibit A hereto. Immediately prior to the giving of any notice of redemption of the Notes pursuant to this Section 205 and the terms of the Notes, the Company will deliver to the Trustee an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of facts showing that the conditions precedent to the right of the Company to so redeem the Notes have occurred.

SECTION 206 Stated Maturity of the Notes.

The Notes shall have a Stated Maturity of June 22, 2011.

SECTION 207 No Sinking Fund.

No sinking fund is provided for the Notes.

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SECTION 208 Paying Agent and Security Registrar.

The Trustee is hereby appointed as initial Paying Agent, Transfer Agent and Security Registrar for the Notes. The Place of Payment of the Notes shall be the Corporate Trust Office of the Trustee. If any Paying Agent is appointed, and such Paying Agent is not also serving as the Representative, the Company, the Guarantor and such Paying Agent shall enter into a written agreement requiring the Paying Agent to send a written notice to the Representative within one (1) day of any uncured payment default by the Company or the Guarantor, informing the Representative of such uncured payment default.

SECTION 209 Global Securities; Appointment of Depositary for Global Securities.

The Notes shall be issued in the form of one or more permanent Global Securities registered in the name of The Depositary Trust Company, which will act as the Depositary, as provided in Section 2.05 of the Indenture. The Global Securities will be deposited with, or on behalf of, the Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee. The Notes will be available for purchase in denominations of $2,000 and integral multiples of $1,000 thereof in book-entry form only, subject to certain exceptions. Beneficial interests in the Notes represented by each Global Security will be shown on, and transfers thereof will be effected only through, records maintained by such Depositary and its direct and indirect participants.

ARTICLE III

FDIC GUARANTEE

SECTION 301 Events of Default and Defaults.

Sections 7.01(a)(1) and 7.01(a)(2) of the Original Indenture shall not apply to the Notes and the following paragraphs shall hereby be inserted with respect to the Notes in lieu thereof:

"(1) default (a) by the Company in the payment of interest, if any, upon the Notes when such interest becomes due and payable, and continuance of such default for a period of 30 days and (b) by the FDIC in the payment of interest, if any, upon the Notes in accordance with the Temporary Liquidity Guarantee Program (12 C.F.R. Part 370); or

(2) default (a) by the Company in the payment of the principal of (including any sinking fund payment or analogous obligation) or premium, if any, on the Notes as and when the same shall become due and payable either at Maturity, upon redemption, by declaration, or otherwise and (b) by the FDIC in the payment of the principal of (or premium, if any, on) the Notes in accordance with the Temporary Liquidity Guarantee Program (12 C.F.R. Part 370)."

SECTION 302 Acceleration of Maturity; Rescission and Annulment.

The first paragraph of Section 7.02 of the Original Indenture shall not apply to the Notes and the following paragraph shall hereby be inserted with respect to the Notes in lieu thereof:

"If an Event of Default specified in Sections 7.01(a)(1) or 7.01(a)(2) occurs with respect to the Notes and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes Outstanding may declare the principal amount, premium, if any, and accrued interest of all of the Notes to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount, premium, if any, and accrued interest shall become immediately due and payable."

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SECTION 303 Acknowledgement of the FDIC’s Debt Guarantee Program.

The Company and the Guarantor have not opted out of the Debt Guarantee Program as set forth in 12 C.F.R. Part 370 (the "Debt Guarantee Program") established by the FDIC under its Temporary Liquidity Guarantee Program.

As a result, this debt is guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 C.F.R. Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.

The security certificate, note or other instrument evidencing each Note shall bear a legend, upon which the Representative (as defined below) shall be entitled to rely, to the effect that such certificate, note or other instrument is guaranteed by the FDIC under the Debt Guarantee Program.

SECTION 304 The Trustee as Representative of Holders.

The Trustee is hereby designated, and each Holder of the Notes, by its acceptance of a Note, shall be deemed to have appointed the Trustee, as the duly authorized representative of the Holders for purposes of making claims and taking other permitted or required actions under the Debt Guarantee Program (the "Representative"). Any Holder may elect not to be represented by the Representative by providing written notice of such election to the Representative (it being understood that such election shall not affect the Trustee’s capacity hereunder except as the representative of such Holder under the Debt Guarantee Program). Each of the Company and the Guarantor hereby authorizes and directs the Representative to take all actions on behalf of the Holders that the Representative is required or empowered to take on behalf of the Holders pursuant to the Debt Guarantee Program. Until instructed by Holders of not less than 25% in aggregate principal amount of the Notes, the Representative shall have no duty or obligation to take any action which it is empowered but not required to take and shall have no liability or responsibility for failure to do so. For avoidance of doubt, the obligations of the Representative pursuant to Section 312 hereto shall be deemed to be required actions.

SECTION 305 Subrogation.

The FDIC shall be subrogated to all of the rights of the Holders and the Representative under the Notes and the Indenture against the Company and the Guarantor in respect of any amounts paid to the Holders, or for the benefit of the Holders, by the FDIC pursuant to the Debt Guarantee Program.

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SECTION 306 Agreement to Execute Assignment upon Guarantee Payment.

The Holders, by acceptance of the Notes, hereby authorize and direct the Representative, at such time as the FDIC shall commence making any guarantee payments to the Representative for the benefit of the Holders pursuant to the Debt Guarantee Program, to execute an assignment in the form attached hereto as Exhibit B pursuant to which the Representative shall assign to the FDIC its right as Representative to receive any and all payments from the Company or the Guarantor under the Notes on behalf of the Holders. Each of the Company and the Guarantor hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the indebtedness hereunder for all purposes of the Notes and upon any such assignment, the FDIC shall be deemed the Holder of the Notes for all purposes hereof, and each of the Company and the Guarantor hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of the Notes and the Indenture as a result of such assignment.

If a Holder has exercised its right not to be represented by the Representative, such Holder, by its acceptance of the Notes, agrees that, at such time as the FDIC shall commence making any guarantee payments to the Representative for the benefit of the Holders pursuant to the Debt Guarantee Program, such Holder shall execute an assignment in the form attached hereto as Exhibit B pursuant to which the Holder shall assign to the FDIC its right to receive any and all payments from the Company or the Guarantor under the Notes and the Indenture.

SECTION 307 Surrender of Senior Unsecured Debt Instrument to the FDIC.

If, at any time on or prior to the expiration of the period during which senior unsecured debt of the Company is guaranteed by the FDIC under the Debt Guarantee Program (the "Effective Period"), payment in full hereunder shall be made pursuant to the Debt Guarantee Program on the outstanding principal and accrued interest to such date of payment, the Holder shall, or the Holder shall cause the person or entity in possession to, promptly surrender to the FDIC their Notes or other instrument evidencing such Notes, if any.

SECTION 308 Notice Obligations to FDIC of Payment Default.

If, at any time prior to the earlier of (a) full satisfaction of the payment obligations in respect of the Notes, or (b) expiration of the Effective Period, the Company or the Guarantor is in default of any payment obligation hereunder, including timely payment of any accrued and unpaid interest on the Notes, without regard to any cure period, the Representative and the Company covenant and agree that each shall provide written notice to the FDIC within one (1) Business Day of such payment default at the address set forth below, or at such other address or by such other means of delivery as the FDIC may specify from time to time:

The Federal Deposit Insurance Corporation

Deputy Director, Receivership Operations Branch

Division of Resolutions and Receiverships

Attention: Master Agreement

550 17th Street, N.W.

Washington, D.C. 20429

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Solely for the purpose of this Section 308, "Business Day" means any day that is not a Saturday, a Sunday or a day on which banks are required or authorized by law to be closed in the State of New York.

SECTION 309 Ranking.

Any indebtedness of the Company or the Guarantor to the FDIC arising under Section 2.03 of the Master Agreement will constitute a senior unsecured general obligation of the Company, ranking pari passu with the Notes.

SECTION 310 No Event of Default During Time of Timely FDIC Guarantee Payments.

There shall not be deemed to be an Event of Default under the Notes or the Indenture which would permit or result in the acceleration of amounts due hereunder, if such an Event of Default is due solely to the failure of the Company or the Guarantor to make timely payment hereunder, provided that the FDIC is making timely guarantee payments with respect to the Notes in accordance with 12 C.F.R Part 370.

Without limiting the foregoing, under no circumstances shall an Event of Default specified in Sections 7.01(a)(3) or 7.01(a)(4) of the Indenture result in any acceleration of the amounts due under the Notes.

SECTION 311 No Modifications Without FDIC Consent.

Notwithstanding anything to the contrary contained herein, without the express written consent of the FDIC, the Company, the Guarantor and the Trustee agree not to amend, modify, supplement or waive any provision in the Notes or the Indenture that is related to the principal, interest, payment, default or ranking of the indebtedness of the Notes or that is required to be included herein pursuant to the Master Agreement; or any provision herein or therein that would require the consent of each Holder of the Notes.

SECTION 312 Demand Obligations to FDIC upon the Company’s Failure to Pay.

On the 30th day after the date the Company defaults in payment of interest on the Notes, which default has not been cured by the Company or the Guarantor by such 30th day, in the case of default in interest, or not later than the day of Maturity, in the case of default in principal of the Notes, the Representative shall make a demand on behalf of the Holders to the FDIC for payment on the guaranteed amount under the Debt Guarantee Program. Such demand shall be accompanied by a proof of claim, which shall include evidence in form and content satisfactory to the FDIC, of: (A) the Representative’s financial and organizational capacity to act as Representative; (B) the Representative’s exclusive authority to act on behalf of the Holders and its fiduciary responsibility to the Holders when acting as such, as established by the terms of the Notes and the Indenture; (C) the occurrence of a payment default; and (D) the authority to make an assignment of the Holders’ right, title, and interest in the Notes to the FDIC and to effect the transfer to the FDIC of the Holders’ claim in any insolvency proceeding. Such assignment shall include the right of the FDIC to receive any and all distributions on the Notes from the proceeds

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of the receivership or bankruptcy estate. Any demand under this Section 312 shall be made in writing and directed to the Director, Division of Resolution and Receiverships, Federal Deposit Insurance Corporation, Washington, D.C., and shall include all supporting evidences as provided in this Section 312, and shall certify to the accuracy thereof.

SECTION 313 Certain Rights of the Representative.

Notwithstanding anything herein to the contrary, the rights, benefits and immunities under this Indenture shall apply equally to the Trustee in its capacity as Representative. In addition:

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it being understood that none of the foregoing provisions or any other provisions contained herein shall be construed to relieve the Representative from liability as provided under the terms of the Indenture.

ARTICLE IV

MISCELLANEOUS

SECTION 401 Recitals by Company.

The recitals contained herein are made by the Company and the Guarantor only and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. All of the provisions contained in the Original Indenture in respect of the rights, powers, privileges, protections, duties and immunities of the Trustee shall be applicable as fully and with like effect as if set forth herein in full.

SECTION 402 Ratification and Incorporation of Original Indenture.

This Fourth Supplemental Indenture shall be construed as supplemental to the Original Indenture and shall form a part of it, and the Original Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 403 Executed in Counterparts.

This Fourth Supplemental Indenture may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which when taken together shall constitute but one instrument.

SECTION 404 No Undertaking or Representation by the Trustee.

The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Fourth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

SECTION 405 Governing Law.

This Fourth Supplemental Indenture shall be construed in accordance with and governed by the laws of the jurisdiction which govern the Indenture and its construction.

— end of page —

[Signatures appear on following page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

Signature Page to Fourth Supplemental Indenture

EXHIBIT A

FORM OF FLOATING RATE SENIOR NOTE DUE 2011

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE INDENTURE, DATED AS OF DECEMBER 1, 1991, RELATING TO THIS SECURITY, HAS BEEN AMENDED BY A SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 15, 1993, A SECOND SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 15, 2000, A THIRD SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 19, 2008 AND A FOURTH SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 19, 2008.

NEITHER THIS SECURITY NOR THE GUARANTEE INCLUDED HEREIN IS A BANK DEPOSIT OR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER INSURER OR GOVERNMENTAL AGENCY. THIS SECURITY IS GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND THE RIGHTS OF THE HOLDER OF THIS SECURITY ARE SUBJECT TO CERTAIN RIGHTS OF THE FDIC, AS AND TO THE EXTENT SET FORTH IN THIS SECURITY AND THE FOURTH SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 19, 2008.

A-1

PNC FUNDING CORP

FLOATING RATE SENIOR NOTES DUE 2011

(the "Security")

PNC FUNDING CORP, a corporation duly organized and existing under the laws of Pennsylvania (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby p