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 are, to
the extent and in the manner set forth in said Indenture, subordinate and junior
in right of payment to the Guarantor's obligations to holders of Senior
Guarantor Indebtedness (as defined in said Indenture) and subject to the
obligations of the holders of the Guarantees to pay over any Excess Proceeds to
creditors in respect of Other Guarantor Obligations, as provided in said
Indenture, and shall rank pari passu in right of payment with each other, the
Existing Guarantor Indebtedness (as defined in the Indenture) and all other
subordinated indebtedness of the Guarantor. 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 and authorizes and directs the Trustee
on his behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided.

         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, 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: November 3, 2003



                                         THE PNC FINANCIAL SERVICES GROUP, INC.




                                         By  /s/ William S. Demchak
                                             ---------------------------------
                                             Name:  William S. Demchak
                                             Title: Vice Chairman and
                                                    Chief Financial Officer

Attest:



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



[SEAL]




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