Exhibit 4.4



 






Exhibit 4.4




GUARANTEE OF



THE PNC FINANCIAL SERVICES GROUP, INC.




     FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly known as PNC Financial
Corp and PNC Bank Corp.), a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to
the holder of the Security upon which this Guarantee is endorsed the due and punctual payment of
the principal and interest on said Security, when and as the same shall become due and payable,
whether by declaration thereof or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of default by PNC Funding Corp (herein called the “Company”) in the
payment of any such principal or interest, the Guarantor agrees duly and punctually to pay the
same.



     The Guarantor hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of said Security or said Indenture, any failure to enforce the provisions of said
Security or said Indenture, or any waiver, modification or indulgence granted to the Company with
respect thereto, by the holder of said Security or the Trustee under said Indenture or any other
circumstances which may otherwise constitute a legal or equitable discharge of a surety or
guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims
with a court in the event of a merger or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to said Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will
not be discharged except by payment in full of the principal of and premium, if any, and interest
on said Security.



     The obligations of the Guarantor evidenced by this Guarantee, to the extent and in the manner
set forth in said Indenture, shall rank pari passu in right of payment with each
other and with the Guarantor’s unsecured obligations to holders of Senior Guarantor Indebtedness
(as defined in said Indenture) and are senior in right of payment to the Existing Guarantor
Subordinate Indebtedness (as defined in the Indenture), and each Holder of a Security upon which
this Guarantee is endorsed, by the acceptance hereof, agrees to and shall be bound by such
provisions of the Indenture. The obligations of the Guarantor evidenced by this Guarantee shall
also rank pari passu in right of payment with the Guarantor’s guarantees of the
Company’s 4.2% Senior Notes Due 2008.



     The Guarantor shall be subrogated to all rights of the holder of said Security against the
Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to enforce,
or to receive any payments arising out of or based upon, such right of subrogation until the
principal of and premium, if any, and interest then due on all Securities issued under said
Indenture shall have been paid in full.



     This Guarantee shall not be valid or become obligatory for any purpose until the certificate
of authentication on the Security on which this Guarantee is endorsed shall have been signed
manually by the Trustee under the Indenture referred to in said Security.



     All terms used in this Guarantee which are defined in the Indenture, dated as of December 1,
1991, among the Company, the Guarantor and JPMorgan Chase Bank, N. A., formerly known as The Chase
Manhattan Bank and Chemical Bank, successor by merger to Manufacturers Hanover Trust Company, (the
“Trustee”), as amended by a Supplemental Indenture dated as of February 15, 1993, by and among the
Company, the Guarantor and the Trustee, and as further amended by a Second Supplemental Indenture
dated as of February 15,



 









 




2000, by and among the Company, the Guarantor and the Trustee shall have the meanings assigned
to them in the Indenture.




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[signatures appear on following page]




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     IN WITNESS WHEREOF, THE PNC FINANCIAL SERVICES GROUP, INC. has caused this Guarantee to be
duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.



	 	 	 	 	 	 	 
	Dated: March 10, 2005
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	PNC FUNDING CORP
	 
	 	 	 	 	 	 
	

	 	 	 	By /s/  William S. Demchak
					

	

	 	 	 	     Name:
	 	William S. Demchak
	Attest:

	 	 	 	     Title:
	 	Vice Chairman and
Chief Financial Officer
	 
	 	 	 	 	 	 
	/s/ Thomas R. Moore
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name: Thomas R. Moore
	 	 	 	 	 	 
	Title: Corporate Secretary
	 	 	 	 	 	 






[SEAL]





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