Exhibit 4.3
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
6.70% SENIOR NOTES DUE JUNE 10, 2019
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REGISTERED
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CUSIP: 693476 BF9
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No. 2
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ISIN: US693476 BF90
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$100,000,000
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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 One-Hundred Million
Dollars on June 10, 2019, 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 6.70% 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 $100,000,000, 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. I