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                                                                     Exhibit 4.3



                                  GUARANTEE OF
                     THE PNC FINANCIAL SERVICES GROUP, INC.


         FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC. (formerly
known as 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 Subordinated
Indebtedness (as defined in said Indenture), and each holder of Securities, by
the acceptance hereof, agrees to and shall be bound by such provisions of said
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 6.95% Notes Due 2002, Floating Rate Senior Notes Due 2003, Floating
Rate Senior Notes Due 2004, 7.00% Notes Due 2004 and 5.75% Senior Notes Due
2006.

         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.



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         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 the
Manufacturers Hanover Trust Company, as Trustee (the term "Trustee" 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
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company and
now known as The Chase Manhattan Bank) ("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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<PAGE>



         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:  October 30, 2001

                                      THE PNC FINANCIAL SERVICES GROUP, INC.



                                      By
                                         --------------------------------------
                                         Name:  Robert L. Haunschild
                                         Title: Senior Vice President and
                                                Chief Financial Officer

Attest:



--------------------------------
Name:  Thomas R. Moore
Title: Corporate Secretary


[SEAL]




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