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PNC FUNDING CORP 5.40% SENIOR NOTES DUE JUNE 10, 2014

Promissory Note

PNC FUNDING CORP 

5.40% SENIOR NOTES DUE JUNE 10, 2014 | Document Parties: PNC FINANCIAL SERVICES GROUP INC | BANK OF NEW YORK MELLON You are currently viewing:
This Promissory Note involves

PNC FINANCIAL SERVICES GROUP INC | BANK OF NEW YORK MELLON

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Title: PNC FUNDING CORP 5.40% SENIOR NOTES DUE JUNE 10, 2014
Date: 6/9/2009
Industry: Regional Banks     Sector: Financial

PNC FUNDING CORP 

5.40% SENIOR NOTES DUE JUNE 10, 2014, Parties: pnc financial services group inc , bank of new york mellon
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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

5.40% SENIOR NOTES DUE JUNE 10, 2014

 

REGISTERED

  

CUSIP: 693476BE2

No. 1

  

ISIN: US693476BE26

  

$400,000,000

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 Four-Hundred Million Dollars on June 10, 2014, and to pay interest thereon from, and including, June 9, 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 June 10 and December 10 of each year, commencing December 10, 2009 (each an “Interest Payment Date”), and at maturity, at the rate of 5.40% 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, June 9, 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 June 1 or December 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 $400,000,000, 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 Default (as


 
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