Form of Guarantee related to 3.30% Senior Notes due March 8, 2022



 Exhibit 4.2 
 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 Subordinated 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 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 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, as further amended by a Fourth Supplemental Indenture dated as of December 19, 2008, by and among the Company, the Guarantor and the Trustee and as further amended by a Fifth Supplemental Indenture dated as of March 31, 2009,
by and among the Company, the Guarantor and the Trustee (as so amended, the “Indenture”) shall have the meanings ascribed to such terms in the Indenture. 
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 [signatures appear on following 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: 

 

					
	THE PNC FINANCIAL SERVICES GROUP, INC.
		
	By	 	  

		 	Name:	 	Gregory H. Kozich
		 	Title:	 	Senior Vice President and Controller


  

			
	Attest:
	
	  

	Name:	 	George P. Long, III
	Title:	 	 Chief Governance Counsel and

Corporate Secretary