THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.1

EXECUTION VERSION

THIRD 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

1.875% Senior Notes due 2011

2.300% Senior Notes due 2012

Table of Contents

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THIRD SUPPLEMENTAL INDENTURE, dated as of December 19, 2008 (this "Third 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 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 Third 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 Third Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, two new series of Securities designated as its "1.875% Senior Notes due 2011" in the initial aggregate principal amount of $500,000,000 (the "2011 Notes"), which principal amount may be increased from time to time through the issuance of additional 2011 Notes, and the "2.300% Senior Notes due 2012" in the initial aggregate principal amount of $2,000,000,000 (the "2012 Notes" and together with the 2011 Notes, the "Notes") which principal amount may be increased from time to time through the issuance of additional 2012 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 Third 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 Third Supplemental Indenture a valid, binding and legal agreement of the Company, have been done.

NOW, THEREFORE, THIS THIRD 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 Third 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 Third Supplemental Indenture and shall have the meanings set forth in this Third Supplemental Indenture only for purposes of this Third Supplemental Indenture:

"2011 Notes" has the meaning set forth in the recitals hereto.

"2012 Notes" has the meaning set forth in the recitals hereto.

"Business Day" has the meaning set forth in Section 408.

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

"Debt Guarantee Program" has the meaning set forth in Section 403.

"Effective Period" has the meaning set forth in Section 407.

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

"Third 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.

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"Representative" has the meaning set forth in Section 404.

"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.

ARTICLE II

ESTABLISHMENT OF THE 1.875% SENIOR NOTES DUE 2011

SECTION 201 Establishment and Designation of the 2011 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 "1.875% Senior Notes due 2011". The 2011 Notes shall be designated Senior Debt Securities.

SECTION 202 Form of the 2011 Notes.

The 2011 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 2011 Notes.

The 2011 Notes shall have an initial aggregate principal amount of $500,000,000. The Company and the Guarantor may from time to time, without the consent of the Holders of the 2011 Notes and in accordance with the Indenture, create and issue further notes having the same terms and conditions as the 2011 Notes in all respects so as to form a single series with the 2011 Notes.

SECTION 204 Interest Rate, Withholding and Additional Amounts of the 2011 Notes.

Interest on the 2011 Notes will accrue from and including December 22, 2008 and will be payable semi-annually in arrears on June 22 and December 22 of each year, commencing June 22, 2009. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 2011 Notes shall be subject to tax withholding and the payment of Additional Amounts as defined in the form of the 2011 Note set forth in Exhibit A hereto.

SECTION 205 Redemption of the 2011 Notes.

The 2011 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 2011 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 2011 Note set forth in Exhibit A hereto. Immediately prior to the giving of any notice of redemption of the 2011 Notes pursuant to this Section 205 and the terms of the 2011 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 2011 Notes have occurred.

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SECTION 206 Stated Maturity of the 2011 Notes.

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

SECTION 207 No Sinking Fund.

No sinking fund is provided for the 2011 Notes.

SECTION 208 Paying Agent and Security Registrar.

The Trustee is hereby appointed as initial Paying Agent, Transfer Agent and Security Registrar for the 2011 Notes. The Place of Payment of the 2011 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 2011 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 2011 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 2011 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

ESTABLISHMENT OF THE 2.300% SENIOR NOTES DUE 2012

SECTION 301 Establishment and Designation of the 2012 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 "2.300% Senior Notes due 2012". The 2012 Notes shall be designated Senior Debt Securities.

SECTION 302 Form of the 2012 Notes.

The 2012 Notes shall be issued in the form of one or more Global Securities in substantially the form set forth in Exhibit B hereto.

SECTION 303 Principal Amount of the 2012 Notes.

The 2012 Notes shall have an initial aggregate principal amount of $2,000,000,000. The Company and the Guarantor may from time to time, without the consent of the Holders of the

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2012 Notes and in accordance with the Indenture, create and issue further notes having the same terms and conditions as the 2012 Notes in all respects so as to form a single series with the 2012 Notes.

SECTION 304 Interest Rate, Withholding and Additional Amounts of the 2012 Notes.

Interest on the 2012 Notes will accrue from and including December 22, 2008 and will be payable semi-annually in arrears on June 22 and December 22 of each year, commencing June 22, 2009. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 2012 Notes shall be subject to tax withholding and the payment of Additional Amounts as defined in the form of the 2012 Note set forth in Exhibit B hereto.

SECTION 305 Redemption of the 2012 Notes.

The 2012 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 2012 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 2012 Note set forth in Exhibit B hereto. Immediately prior to the giving of any notice of redemption of the 2012 Notes pursuant to this Section 305 and the terms of the 2012 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 2012 Notes have occurred.

SECTION 306 Stated Maturity of the 2012 Notes.

The 2012 Notes shall have a Stated Maturity of June 22, 2012.

SECTION 307 No Sinking Fund.

No sinking fund is provided for the 2012 Notes.

SECTION 308 Paying Agent and Security Registrar.

The Trustee is hereby appointed as initial Paying Agent, Transfer Agent and Security Registrar for the 2012 Notes. The Place of Payment of the 2012 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 309 Global Securities; Appointment of Depositary for Global Securities.

The 2012 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

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the Company and authenticated by the Trustee. The 2012 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 2012 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 IV

FDIC GUARANTEE

SECTION 401 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 2011 Notes or the 2012 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 2011 Notes or the 2012 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 2011 Notes or the 2012 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 2011 Notes or the 2012 Notes in accordance with the Temporary Liquidity Guarantee Program (12 C.F.R. Part 370)."

SECTION 402 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 2011 Notes or the 2012 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 2011 Notes or the 2012 Notes, as the case may be, Outstanding may declare the principal amount, premium, if any, and accrued interest of all of the 2011 Notes or the 2012 Notes, as the case may be, 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 403 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 404 The Trustee as Representative of Holders.

The Trustee is hereby designated, and each Holder of the 2011 Notes or the 2012 Notes, as the case may be, 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 2011 Notes or the 2012 Notes, as the case may be, 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 412 hereto shall be deemed to be required actions.

SECTION 405 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.

SECTION 406 Agreement to Execute Assignment upon Guarantee Payment.

The Holders, by acceptance of the 2011 Notes or the 2012 Notes, as the case may be, 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 to each Note 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 2011 Notes or the 2012 Notes, as the

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case may be, 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 2011 Notes or the 2012 Notes, as the case may be, and upon any such assignment, the FDIC shall be deemed the Holder of the 2011 Notes or the 2012 Notes, as the case may be, 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 2011 Notes or the 2012 Notes, as the case may be, 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 2011 Notes or the 2012 Notes, as the case may be, 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 to each Note 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 407 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 408 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 2011 Notes or the 2012 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 2011 Notes or the 2012 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

Solely for the purpose of this Section 408, "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.

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SECTION 409 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 410 No Event of Default During Time of Timely FDIC Guarantee Payments.

There shall not be deemed to be an Event of Default under the 2011 Notes or the 2012 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 2011 Notes or the 2012 Notes, as the case may be, 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 411 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 2011 Notes or the 2012 Notes, as the case may be,.

SECTION 412 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 2011 Notes or the 2012 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 2011 Notes or the 2012 Notes, the Representative shall make a demand on behalf of the Holders of the 2011 Notes or the 2012 Notes, as the case may be, 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 of such Notes and its fiduciary responsibility to the Holders of such Notes when acting as such, as established by the terms of the 2011 Notes or the 2012 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 2011 Notes or the 2012 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 2011 Notes or the 2012 Notes, as the case may be, from the proceeds of the receivership or bankruptcy estate. Any demand under this Section 412 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 412, and shall certify to the accuracy thereof.

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SECTION 413 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 V

MISCELLANEOUS

SECTION 501 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 502 Ratification and Incorporation of Original Indenture.

This Third 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 503 Executed in Counterparts.

This Third 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 504 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 Third 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 505 Governing Law.

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

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[Signatures appear on following page.]

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

Signature Page to Third Supplemental Indenture

EXHIBIT A

FORM OF 1.875% 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, AND A THIRD 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 THIRD SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 19, 2008.

A-1

PNC FUNDING CORP

1.875% 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 promises to pay to CEDE & Co., or registered assigns, the principal sum of              Dollars on June 22, 2011, and to pay interest thereon from and including December 22, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on June 22 and December 22 of each year, commencing June 22, 2009 (each an "Interest Payment Date") and at maturity, at the rate of 1.875% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the same rate per annum on any overdue principal and premium and on any overdue installment of interest. Interest shall accrue from and including December 22, 2008, to, but excluding the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, to, but excluding, the next Interest Payment Date or the maturity date, as the case may be. Each of these periods is referred to as an "interest period." Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, subject to certain exceptions, will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be June 7 or December 7 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. However, interest payable on the maturity date will be paid to the person to whom the principal will be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of this Security not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner acceptable to the Trustee and not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

If an interest payment date or the maturity date for this Security falls on a day that is not a Business Day, the Company will postpone the interest payment or the payment of principal and interest at maturity to the next succeeding Business Day, but the payments made on such dates will be treated as being made on the date that the payment was first due and the Holder will not be entitled to any further interest or other payments with respect to such postponements.

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"Business Day" means any day except a Saturday, a Sunday or a legal holiday in the City of New York or the City of Pittsburgh on which banking institutions are authorized or obligated by law, regulation or executive order to close.

This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities" or "Notes"), issued and to be issued in one or more series under an Indenture, dated as of December 1, 1991, among the Company, PNC Financial Corp (also known as "PNC Bank Corp." and now known as "The PNC Financial Services Group, Inc.") (the "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), as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture) as amended by a Supplemental Indenture dated as of February 15, 1993 by and among the Company, the Guarantor and the Trustee, as further amended by a Second Supplemental Indenture dated as of February 15, 2000 by and among the Company, the Guarantor and the Trustee, as further amended by a Third Supplemental Indenture dated as of December 19, 2008 by and among the Company, the Guarantor and the Trustee (the "Third Supplemental Indenture") (such Indenture as amended being herein called the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated above, initially issued in the aggregate principal amount of $500,000,000, which principal amount may be increased from time to time through the issuance of additional Notes as the Company may determine or as provided for in the Indenture.

If the beneficial owner of this Security is not a United States Alien (as defined below), payments of principal and interest in respect of this Security shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or government charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United States (as defined below) or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law.

If the beneficial owner of this Security is a United States Alien and the Company is required by law to make any such withholding or deduction, the Company will pay all additional amounts that may be necessary so that every Net Payment (as defined below) of the principal of or interest on this Security to such beneficial owner will not be less than the amount provided for in this Security to be then due and payable ("Additional Amounts"); provided , however , that the Company shall have no obligation to pay Additional Amounts for or on account of any one or more of the following:

(i) any tax, assessment or other governmental charge imposed solely because at any time there is or was a connection between such beneficial owner (or between a fiduciary, settlor, beneficiary or member of such beneficial owner, if such beneficial owner is an estate, trust or partnership) and the United States (other than the mere receipt of a payment on, or the ownership or holding of, a Security), including because such beneficial owner (or such fiduciary,

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settlor, beneficiary or member) at any time, for U.S. federal income tax purposes: (a) is or was a citizen or resident, or is or was treated as a resident, of the United States, (b) is or was present in the United States, (c) is or was engaged in a trade or business in the United States, (d) has or had a permanent establishment in the United States, (e) is or was a domestic or foreign personal holding company, a passive foreign investment company or a controlled foreign corporation, (f) is or was a corporation that accumulates earnings to avoid U.S. federal income tax or (g) is or was a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the U.S. Internal Revenue Code or any successor provision;

(ii) any tax, assessment or governmental charge imposed solely because of a change in applicable law or regulation, or in any official interpretation or application of applicable law or regulation, that becomes effective more than 15 days after the day on which the payment becomes due or is made available, whichever occurs later;

(iii) any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or other governmental charge;

(iv) any tax, assessment or other governmental charge imposed solely because such beneficial owner or any other Person fails to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the Holder or any beneficial owner of this Security, if compliance is required by statute, by regulation of the U.S. Treasury Department or by an applicable income tax treaty to which the United States is a party, as a precondition to exemption from such tax, assessment or other governmental charge;

(v) any tax, assessment or other governmental charge that can be paid other than by deduction or withholding from a payment on this Security;

(vi) any tax, assessment or other governmental charge imposed solely because the payment is to be made by a particular Paying Agent (which term may include the Company) and would not be imposed if made by another Paying Agent (which term may include the Company);

(vii) by or on behalf of a Holder who would be able to avoid such withholding or deduction by presenting this Security to another Paying Agent in a Member State of the European Union;

(viii) any tax, assessment or other governmental charge imposed solely because the Holder (1) is a bank purchasing this Security in the ordinary course of its lending business or (2)&nbs