Exhibit 4.1
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
NEITHER THIS SECURITY NOR THE
GUARANTEE INCLUDED HEREIN IS A BANK DEPOSIT OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER INSURER OR
GOVERNMENTAL AGENCY.
THE INDENTURE, DATED AS OF
DECEMBER 1, 1991, RELATING TO THIS SECURITY, HAS BEEN AMENDED
BY A SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 15, 1993, A
SECOND SUPPLEMENTAL INDENTURE, DATED AS OF FEBRUARY 15, 2000,
A THIRD SUPPLEMENTAL INDENTURE, DATED AS OF DECEMBER 19, 2008, A
FOURTH SUPPLEMENTAL INDENTURE, DATED AS OF DECEMBER 19, 2008 AND A
FIFTH SUPPLEMENTAL INDENTURE, DATED AS OF MARCH 31,
2009.
PNC FUNDING CORP
4.25% SENIOR NOTES DUE SEPTEMBER 21,
2015
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REGISTERED
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CUSIP: 693476BG7
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No. 1
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ISIN: US693476BG73
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$500,000,000
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PNC FUNDING CORP, a corporation duly
organized and existing under the laws of Pennsylvania (herein
called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co., or
registered assigns, the principal sum of Five-Hundred Million
Dollars on September 21, 2015, and to pay interest thereon
from, and including, September 21, 2009, or from the most
recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, semiannually in arrears on
March 21 and September 21 of each year, commencing
March 21, 2010 (each an “Interest Payment Date”),
and at maturity, at the rate of 4.25% per annum, until the
principal hereof is paid or made available for payment, and (to the
extent that the payment of such interest shall be legally
enforceable) at the same rate per annum on any overdue principal
and premium and on any overdue installment of interest. Interest
shall accrue from, and including, September 21, 2009 to, but
excluding, the first Interest Payment Date and then from, and
including, the immediately preceding Interest Payment Date to which
interest has been paid or duly provided for, to, but excluding, the
next Interest Payment Date or the maturity date, as the case may
be. Each of these periods is referred to as an “interest
period.” Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment
Date, subject to certain exceptions, will, as provided in such
Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall
be March 1 or September 1 (whether or not a Business
Day), as the case may be, immediately preceding such Interest
Payment Date. However, interest payable on the maturity date will
be paid to the person to whom the principal will be payable. Any
such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of the Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any
other lawful manner acceptable to the Trustee and not inconsistent
with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said
Indenture.
If an Interest Payment Date or the
maturity date for the Notes falls on a day that is not a Business
Day, the Company will postpone the interest payment or the payment
of principal and interest at maturity to the next succeeding
Business Day, but the payments made on such dates will be treated
as being made on the date that the payment was first due and the
Holder will not be entitled to any further interest or other
payments with respect to such postponements.
The term “Business Day”
means any day except a Saturday, a Sunday or a legal holiday in the
City of New York or the City of Pittsburgh on which banking
institutions are authorized or obligated by law, regulation or
executive order to close.
This Security is one of a duly
authorized issue of securities of the Company (herein called the
“Securities” or “Notes”), issued and to be
issued in one or more series under an Indenture, dated as of
December 1, 1991, among the Company, PNC Financial Corp (also
known
as “PNC Bank Corp.” and now known as
“The PNC Financial Services Group, Inc.”) (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 (such Indenture as amended being herein called the
“Indenture”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the
series designated above, initially issued in the aggregate
principal amount of $500,000,000, and is subject to additional
issuances as the Company may determine or as provided for in the
Indenture.
This Security is not redeemable at
either the option of the Holder or by the Company prior to the
Stated Maturity thereof and is not subject to any sinking
fund.
This Security is not convertible
into, or exchangeable for, equity securities of the Company or the
Guarantor. If an Event of De