Preferred Securities Guarantee Agreement Sample Contracts

Joinder to Preferred Securities Guarantee Agreement (May 19th, 2014)

This JOINDER TO PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Joinder") is executed as of May 15, 2014 by UNITED CONTINENTAL HOLDINGS, INC., a Delaware corporation ("UAL"), for the benefit of the Holders (as defined below) from time to time of the 6% Convertible Preferred Securities, Term Income Deferrable Equity Securities (TIDES)SM issued by Continental Airlines Finance Trust II (the "Preferred Securities").

Nb Capital Trust III – BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding V, L.P. Dated as of September 30, 2013 (October 1st, 2013)

THIS PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT (the Partnership Guarantee), dated as of September 30, 2013, is executed and delivered by BANK OF AMERICA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the New Guarantor), for the benefit of the holders from time to time of the Partnership Preferred Securities (as defined below).

Nb Capital Trust III – BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding IV, L.P. Dated as of September 30, 2013 (October 1st, 2013)

THIS PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT (the Partnership Guarantee), dated as of September 30, 2013, is executed and delivered by BANK OF AMERICA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the New Guarantor), for the benefit of the holders from time to time of the Partnership Preferred Securities (as defined below).

Nb Capital Trust III – BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust III Dated as of September 30, 2013 (October 1st, 2013)

THIS TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the Trust Preferred Securities Guarantee), dated as of September 30, 2013, is executed and delivered by BANK OF AMERICA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the New Guarantor), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, successor to JPMorgan Chase Bank, N.A., successor to The Chase Manhattan Bank, a national banking association), as trustee (the Trust Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of MERRILL LYNCH PREFERRED CAPITAL TRUST III, a Delaware statutory business trust (the Issuer).

Nb Capital Trust III – BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust IV Dated as of September 30, 2013 (October 1st, 2013)

THIS TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the Trust Preferred Securities Guarantee), dated as of September 30, 2013, is executed and delivered by BANK OF AMERICA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the New Guarantor), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, successor to JPMorgan Chase Bank, N.A., successor to The Chase Manhattan Bank, a national banking association), as trustee (the Trust Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of MERRILL LYNCH PREFERRED CAPITAL TRUST IV, a Delaware statutory business trust (the Issuer).

Nb Capital Trust III – Trust Preferred Securities Guarantee Agreement (October 1st, 2013)

THIS TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the Trust Preferred Securities Guarantee), dated as of September 30, 2013, is executed and delivered by BANK OF AMERICA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the New Guarantor), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, successor to JPMorgan Chase Bank, N.A., successor to The Chase Manhattan Bank, a national banking association), as trustee (the Trust Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of MERRILL LYNCH PREFERRED CAPITAL TRUST V, a Delaware statutory business trust (the Issuer).

Nb Capital Trust III – Partnership Preferred Securities Guarantee Agreement (October 1st, 2013)

THIS PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT (the Partnership Guarantee), dated as of September 30, 2013, is executed and delivered by BANK OF AMERICA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the New Guarantor), for the benefit of the holders from time to time of the Partnership Preferred Securities (as defined below).

Ally Financial Inc. – SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Ally Financial Inc. Dated as of March 1, 2011 (March 4th, 2011)

This SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the Guarantee Agreement), dated as of March 1, 2011, is executed and delivered by Ally Financial Inc., a Delaware corporation (the Guarantor), and The Bank of New York Mellon, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GMAC Capital Trust I, a Delaware statutory trust (the Trust) with respect to Series 2 thereof (the Issuer). This Guarantee Agreement, together with the guarantee agreement for the benefit of holders of trust preferred securities of Series 1 of the Trust, amends and restates the guarantee agreement dated as of December 30, 2009 of the trust preferred securities of the Trust (the Original Guarantee Agreement).

GMAC Capital Trust I – SERIES 1 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Ally Financial Inc. Dated as of [ ], 2011 (March 1st, 2011)

This SERIES 1 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the Guarantee Agreement), dated as of [ ], 2011, is executed and delivered by Ally Financial Inc., a Delaware corporation (the Guarantor), and The Bank of New York Mellon, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GMAC Capital Trust I, a Delaware statutory trust (the Trust) with respect to Series 1 thereof (the Issuer). This Guarantee Agreement, together with the guarantee agreement for the benefit of holders of trust preferred securities of Series 2 of the Trust, amends and restates the guarantee agreement dated as of December 30, 2009 of the trust preferred securities of the Trust (the Original Guarantee Agreement).

GMAC Capital Trust I – SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Ally Financial Inc. Dated as of [ ], 2011 (March 1st, 2011)

This SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the Guarantee Agreement), dated as of [ ], 2011, is executed and delivered by Ally Financial Inc., a Delaware corporation (the Guarantor), and The Bank of New York Mellon, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GMAC Capital Trust I, a Delaware statutory trust (the Trust) with respect to Series 2 thereof (the Issuer). This Guarantee Agreement, together with the guarantee agreement for the benefit of holders of trust preferred securities of Series 1 of the Trust, amends and restates the guarantee agreement dated as of December 30, 2009 of the trust preferred securities of the Trust (the Original Guarantee Agreement).

FIRST AMENDMENT TO PREFERRED SECURITIES GUARANTEE AGREEMENT Between CAPITOL BANCORP LTD., as Guarantor and MANUFACTURERS AND TRADERS TRUST COMPANY as Successor Guarantee Trustee to Wells Fargo Bank, N.A. TRUST PREFERRED SECURITIES DUE 2038 (February 11th, 2011)

This First Amendment to the Preferred Securities Guarantee Agreement ("First Amendment") is effective as of February 8, 2011, between Capitol Bancorp Ltd., a bank holding company duly organized and existing under the laws of the State of Michigan (the "Guarantor"), and Manufacturers and Traders Trust Company, a New York Banking Corporation, as Successor Guarantee Trustee (the "Guarantee Trustee") to Wells Fargo Bank, N.A. (the "Original Guarantee Trustee").

First Banks, Inc – First Amendment to Preferred Securities Guarantee Agreement (January 27th, 2011)

THIS FIRST AMENDMENT TO PREFERRED SECURITIES GUARANTEE AGREEMENT (the "Amendment"), dated as of January 26, 2011, between First Banks, Inc., a Missouri corporation (the "Guarantor"), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Guarantee Trustee (the "Guarantee Trustee").

FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT ALTERRA CAPITAL GROUP LTD. Dated as of [ ] (May 24th, 2010)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (the Preferred Securities Guarantee), dated as of [ ], is executed and delivered by Alterra Capital Holdings Limited, a company incorporated in Bermuda as a holding company (the Guarantor), and [ ], as trustee (the Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Alterra Capital Trust I, a Delaware statutory trust (the Issuer).

Evans Capital Trust II – PREFERRED SECURITIES GUARANTEE AGREEMENT by and Between EVANS BANCORP, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee Relating to EVANS CAPITAL TRUST II Dated as Of (March 26th, 2010)

GUARANTEE AGREEMENT, dated as of , between EVANS BANCORP, INC., a New York corporation (the Guarantor), and WILMINGTON TRUST COMPANY, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of EVANS CAPITAL TRUST II, a Delaware statutory trust (the Issuer Trust).

Evans Capital Trust II – PREFERRED SECURITIES GUARANTEE AGREEMENT by and Between EVANS BANCORP, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee Relating to EVANS CAPITAL TRUST III Dated as Of (March 26th, 2010)

GUARANTEE AGREEMENT, dated as of , between EVANS BANCORP, INC., a New York corporation (the Guarantor), and WILMINGTON TRUST COMPANY, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of EVANS CAPITAL TRUST III, a Delaware statutory trust (the Issuer Trust).

Ally Financial Inc. – Trust Preferred Securities Guarantee Agreement (January 5th, 2010)

This GUARANTEE AGREEMENT (the Guarantee Agreement), dated as of December 30, 2009, is executed and delivered by GMAC Inc., a Delaware corporation (the Guarantor), and The Bank of New York Mellon, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GMAC Capital Trust I, a Delaware statutory trust (the Issuer).

First United Corporation – PREFERRED SECURITIES GUARANTEE AGREEMENT FIRST UNITED CORPORATION Dated as of December 30, 2009 (December 30th, 2009)

THIS PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Guarantee"), dated as of December 30, 2009, is executed and delivered by First United Corporation, a Maryland corporation (the "Guarantor"), and Wilmington Trust Company, a banking corporation organized and existing under the laws of Delaware, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of First United Statutory Trust III, a Delaware statutory trust (the "Issuer").

Bridge Bancorp, Inc. – Convertible Preferred Securities Guarantee Agreement by and Between Bridge Bancorp, Inc. And Wilmington Trust Company Dated as of October 23, 2009 (October 26th, 2009)

THIS CONVERTIBLE PREFERRED SECURITIES GUARANTEE AGREEMENT (this Preferred Securities Guarantee), dated as of October 23, 2009, is executed and delivered by BRIDGE BANCORP, INC., a New York corporation (the Guarantor), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Bridge Statutory Capital Trust II, a Delaware statutory trust (the Trust).

FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT FBL FINANCIAL GROUP, INC. Dated as of [__________] Page ARTICLE 1 DEFINITIONS AND INTERPRETATION (August 27th, 2009)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (PREFERRED SECURITIES GUARANTEE), dated as of [____], is executed and delivered by FBL Financial Group, Inc., an Iowa corporation (the GUARANTOR), and U.S. Bank National Association, a nationally chartered banking association, as trustee (the PREFERRED GUARANTEE TRUSTEE), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of FBL Financial Group Capital Trust II, a Delaware statutory trust (the ISSUER).

Dte Energy Trust III – FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT DTE Energy Trust III Dated as Of (August 21st, 2009)

This GUARANTEE AGREEMENT (the Preferred Securities Guarantee), dated as of , is executed and delivered by DTE Energy Company, a Michigan corporation (the Guarantor), and [The Bank of New York Mellon Trust Company, N.A.], as trustee (the Preferred Securities Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of DTE Energy Trust III, a Delaware statutory trust (the Issuer).

Navigators Group, Inc. (The) – [FORM OF PREFERRED SECURITIES GUARANTEE] PREFERRED SECURITIES GUARANTEE AGREEMENT [Navigators Capital Trust I/Ii] Dated as of , (July 17th, 2009)

This GUARANTEE AGREEMENT (the Preferred Securities Guarantee), dated as of , , is executed and delivered by The Navigators Group, Inc., a Delaware corporation (the Guarantor), and The Bank of New York Mellon, a New York banking corporation, as trustee (the Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of [Navigators Capital Trust I/II], a Delaware statutory trust (the Issuer).

Bridge Statutory Capital Trust I – PREFERRED SECURITIES GUARANTEE AGREEMENT by and Between BRIDGE BANCORP, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee Relating to BRIDGE STATUTORY CAPITAL TRUST I Dated as of ______________, 2009 (June 26th, 2009)

GUARANTEE AGREEMENT, dated as of ______, 2009, between BRIDGE BANCORP, INC., a New York corporation (the Guarantor), and WILMINGTON TRUST COMPANY, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of BRIDGE STATUTORY CAPITAL TRUST I, a Delaware statutory trust (the Issuer Trust).

Torchmark Capital Trust IV – Form of Preferred Securities Guarantee Agreement Torchmark Capital Trust 1 Dated as Of (June 11th, 2009)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (the Preferred Securities Guarantee), dated as of , is executed and delivered by Torchmark Corporation, a Delaware corporation (the Guarantor), and The Bank of New York Mellon Trust Company, N.A., as trustee (the Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Torchmark Capital Trust 2, a Delaware statutory trust (the Issuer).

TompkinsTrustco, Inc. – Preferred Securities Guarantee Agreement by and Between Tompkins Financial Corporation and Wilmington Trust Company Dated as of April 10, 2009 (April 16th, 2009)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (this Preferred Securities Guarantee), dated as of April 10, 2009, is executed and delivered by TOMPKINS FINANCIAL CORPORATION, a New York corporation (the Guarantor), and WILMINGTON TRUST COMPANY, a banking corporation organized and existing under the laws of Delaware, as trustee (the Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of TOMPKINS CAPITAL TRUST I, a Delaware statutory trust (the Trust).

Partnerre Finance II Inc – Form of Preferred Securities Guarantee Agreement Between Partnerre Ltd. (As Guarantor) and the Bank of New York Mellon (As Guarantee Trustee) Dated as Of (April 10th, 2009)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (this Guarantee Agreement or this Guarantee), dated as of , 20__, is executed and delivered by PartnerRe Ltd., a Bermuda company (PartnerRe or the Guarantor), having its principal executive offices at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York Mellon, a New York banking corporation, having a corporate trust office located at 101 Barclay Street, Floor 8W, New York 10286, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PartnerRe Capital Trust II, a Delaware statutory trust (the Issuer).

Partnerre Finance II Inc – Form of Preferred Securities Guarantee Agreement Between Partnerre Ltd. (As Guarantor) and the Bank of New York Mellon (As Guarantee Trustee) Dated as Of (April 10th, 2009)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (this Guarantee Agreement or this Guarantee), dated as of , 20 , is executed and delivered by PartnerRe Ltd., a Bermuda company (PartnerRe or the Guarantor), having its principal executive offices at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York Mellon, a New York banking corporation, having a corporate trust office located at 101 Barclay Street, Floor 8W, New York 10286, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PartnerRe Capital Trust III, a Delaware statutory trust (the Issuer).

S.Y. Bancorp, Inc. – Preferred Securities Guarantee Agreement by and Between and Wilmington Trust Company (December 23rd, 2008)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred Securities Guarantee"), dated as of December 23, 2008, is executed and delivered by S.Y. BANCORP, INC., a Kentucky corporation (the "Guarantor"), and WILMINGTON TRUST COMPANY, a banking corporation organized and existing under the laws of Delaware, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of S.Y. BANCORP CAPITAL TRUST II, a Delaware statutory trust (the "Trust").

Travelers Capital Trust II – Preferred Securities Guarantee Agreement Travelers Capital Trust [Ii] [Iii] [Iv] [V] Dated as of , 200_ (December 15th, 2008)

This GUARANTEE AGREEMENT (this Preferred Securities Guarantee), dated as of [ , 200 ], is executed and delivered by The Travelers Companies, Inc., a Minnesota corporation (the Guarantor), and The Bank of New York Mellon Trust Company, N.A., as trustee (the Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Travelers Capital Trust [II] [III] [IV] [V], a Delaware statutory trust (the Issuer).

First Busey Statutory Trust V – PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN FIRST BUSEY CORPORATION AND WILMINGTON TRUST COMPANY Dated as of , 2008 (September 19th, 2008)

THIS PREFERRED SECURITIES GUARANTEE AGREEMENT (this Preferred Securities Guarantee), dated as of , 2008, is executed and delivered by FIRST BUSEY CORPORATION, a Nevada corporation (the Guarantor), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the Preferred Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of FIRST BUSEY STATUTORY TRUST V, a Delaware statutory trust (the Trust).

ServisFirst Bancshares, Inc. – Preferred Securities Guarantee Agreement Servisfirst Bancshares, Inc. September 2, 2008 (September 3rd, 2008)

This GUARANTEE AGREEMENT (the Preferred Securities Guarantee), dated as of September 2, 2008, is executed and delivered by ServisFirst Bancshares, Inc., a Delaware corporation (the Guarantor), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the Preferred Securities Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of ServisFirst Capital Trust I, a Delaware statutory trust (the Issuer).

Preferred Securities Guarantee Agreement by and Between Capitol Bancorp Ltd. And Wells Fargo Bank, N.A. Dated as of July 7, 2008 (July 9th, 2008)
Capitol Trust Xv – Preferred Securities Guarantee Agreement by and Between Capitol Bancorp Ltd. And Wells Fargo Bank, N.A. Dated as of , 2008 (June 5th, 2008)

This PREFERRED SECURITIES GUARANTEE AGREEMENT (this Preferred Securities Guarantee), dated as of , 2008, is executed and delivered by CAPITOL BANCORP LTD., a Michigan corporation (the Guarantor), and WELLS FARGO BANK, N.A., as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Capitol Trust XII, a Delaware statutory trust (the Trust).

PrivateBancorp, Inc. – PREFERRED SECURITIES GUARANTEE AGREEMENT by and Between PRIVATEBANCORP, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee Relating to PRIVATEBANCORP CAPITAL TRUST IV Dated as of May 22, 2008 (May 23rd, 2008)

GUARANTEE AGREEMENT, dated as of May 22, 2008, between PRIVATEBANCORP, INC., a Delaware corporation (the "Guarantor"), and WILMINGTON TRUST COMPANY, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PRIVATEBANCORP CAPITAL TRUST IV, a Delaware statutory trust (the "Issuer Trust").

Privatebancorp Capital Trust Iv – PREFERRED SECURITIES GUARANTEE AGREEMENT by and Between PRIVATEBANCORP, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee Relating to PRIVATEBANCORP CAPITAL TRUST IV Dated as of May [ ], 2008 (May 9th, 2008)

GUARANTEE AGREEMENT, dated as of May [ ], 2008, between PRIVATEBANCORP, INC., a Delaware corporation (the Guarantor), and WILMINGTON TRUST COMPANY, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PRIVATEBANCORP CAPITAL TRUST IV, a Delaware statutory trust (the Issuer Trust).

TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT the PNC Financial Services Group, Inc. (As Guarantor) and the Bank of New York (As Trust Preferred Guarantee Trustee) Dated as of February 13, 2008 (February 13th, 2008)

This GUARANTEE AGREEMENT (the Trust Preferred Securities Guarantee), dated as of February 13, 2008, is executed and delivered by The PNC Financial Services Group, Inc., a Pennsylvania corporation, and The Bank of New York, a New York corporation as trustee, for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of PNC Capital Trust E, a Delaware statutory trust (the Trust).