Exhibit 4.1



 








Exhibit 4.1




               UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS
NOTE 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 NOTE 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, AND FURTHER AMENDED BY A SECOND SUPPLEMENTAL
INDENTURE, DATED AS OF FEBRUARY 15, 2000.




 









 








PNC FUNDING CORP

5.125% SENIOR NOTES DUE 2010




			
	REGISTERED

No. 1
	 	CUSIP: 69347UAC4

ISIN: US69347UAC45
	 
	 	$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 December 14, 2010, and to pay
interest thereon from December 14, 2005, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually in arrears on December 14 and June 14 in
each year, commencing June 14, 2006, and at maturity, at the rate of 5.125% 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. 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 December 1 and June 1 (whether or not a Business Day), as the case may be,
next 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.




          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 JPMorgan Chase
Bank, N. A. (formerly known as The Chase Manhattan Bank and Chemical Bank, successor by merger to
Manufacturers Hanover Trust Company), 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, 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 (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.




 









 








          The Securities of this series are not redeemable prior to their stated maturity and are not
subject to any sinking fund.




          If an Event of Default (as defined in the Indenture) with respect to the Securities shall
occur and be continuing, the principal of the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.




          Unless the certificate of authentication hereon has been executed by the Trustee hereinafter
referred to, by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.




          The indebtedness of the Company evidenced by the Securities of this series, including the
principal thereof and interest thereon, is, to the extent and in the manner set forth in the
Indenture, senior in right of payment to its obligations to holders of Subordinated Debt Securities
and Existing Company Subordinated Indebtedness (each as defined in the Indenture) and shall rank
pari passu in right of payment with each other and with Senior Company Indebtedness
(as defined in the Indenture), as provided in the Indenture, and each Holder of Securities, by the
acceptance hereof, agrees to and shall be bound by such provisions of the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the holders of the Securities of any series under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the holders of a majority in principal amount of the
outstanding Securities of all series (voting as one class) to be affected by such amendment or
modification. The Indenture also contains provisions permitting the holders of specified
percentages in principal amount of the Outstanding Securities of any series, on behalf of the
holders of all Securities of such series, to waive compliance by the Company or the Guarantor with
certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Security shall be conclusive and
binding upon such holder and upon all future holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.




          The Securities are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof. This Security is a global security, represented by one or more
permanent global certificates registered in the name of the nominee of The Depository Trust Company
(each a “Global Note” and collectively, the “Global Notes”). Accordingly, unless and until it is
exchanged in whole or in part for individual certificates evidencing the Securities represented
hereby, this Security may not be transferred except as a whole by The Depositary Trust Company (the
“Depositary”) to a nominee of such Depositary or by a nominee of such Depositary or by the
Depositary or any nominee to a successor Depositary or any nominee of such successor. Ownership of
beneficial interests in this Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its nominee (with respect
to interest of persons that have accounts with the Depositary (“Participants”) and the records of
Participants (with respect to interests of persons other than Participants)). Beneficial interests
in Securities by persons that hold through Participants will be evidenced only by, and transfers of
such beneficial interests




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with such Participants will be effected only through, records maintained by such Participants.
The laws of some states require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in this Security. Except as provided below, owners of beneficial interests in
this Security will not be entitled to have any individual certificates and will not be considered
the owners or Holders thereof under the Indenture.




          Except in the limited circumstances set forth herein, Participants and owners of beneficial
interests in the Global Notes will not be entitled to receive Securities in definitive form and
will not be considered holders of Securities. If the Depositary is at any time unwilling, unable
or ineligible to continue as Depositary and a successor Depositary is not appointed by the Company
within 90 days, or an event of default has occurred and is continuing, and the Depositary requests
the issuance of certificated notes, the Company will issue individual certificates evidencing the
Securities represented hereby in definitive form in exchange for this Security in registered form
to each person that the Depositary identifies as the beneficial owner of the Securities represented
by the Global Notes upon surrender by the Depositary of the Global Notes. In addition, the Company
may at any time and in its sole discretion determine not to have any Securities represented by one
or more global securities and, in such event, will issue individual certificates evidencing
Securities in definitive form in exchange for this Security. In any such instance, an owner of a
beneficial interest in a Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have such Securities
registered in its name. Securities so issued in certificated form will be issued in denominations
of $1,000 and any integral multiple thereof and will be issued in registered form only, without
coupons. Neither the Company nor the principal paying agent will be liable for any delay by the
Depositary, its nominee or any direct or indirect participant in identifying the beneficial owners
of the related Securities. The Company and the principal payment agent may conclusively rely on,
and will be protected in relying on, instructions from the Depositary or its nominee for all
purposes, including with respect to the registration and delivery, and the respective principal
amounts, of the Securities to be issued.




          Except as provided herein, beneficial owners of Global Notes will not be entitled to receive
physical delivery of Securities in definitive form and no Global Note will be exchangeable except
for another Global Note of like denomination and tenor to be registered in the name of the
Depositary or its nominee. Accordingly, each person owning a beneficial interest in a Global Note
must rely on the procedures of the Depositary and, if such person is not a Participant, on the
procedures of the Participant through which such person owns its interest, to exercise any rights
of a holder under the Securities.




          Beneficial interests in the Global Notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect participants in
the Depositary. Investors may elect to hold interests in the Global Notes through the Depositary,
either directly if they are Participants of such system or indirectly through organizations that
are Participants in such system.




          The laws of some jurisdictions may require that purchasers of securities take physical
delivery of those securities in definitive form. Accordingly, the ability to transfer interests in
the Securities represented by a Global Note to those persons may be limited. In addition, because
the Depositary can act only on behalf of its Participants, who in turn act on behalf of persons who
hold interests through Participants, the ability of a person having an interest in Securities
represented by a Global Note to pledge or transfer such interest to persons or entities that do not
participate in the Depositary’s system, or otherwise to take actions in respect of such interest,
may be affected by the lack of a physical definitive security in respect of such interest.




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          Neither the Company, the Trustee, the principal paying agent nor any Security Registrar will
have any responsibility or liability for any aspect of the records relating to or payments made on
account of Securities by the Depositary, or for maintaining, supervising or reviewing any records
of the Depositary relating to the Securities.




          JPMorgan Chase Bank, N. A. will act as the Company’s principal paying agent with respect to
the Securities through its offices presently located at 4 New York Plaza, New York, New York 10004.
The Company may at any time rescind the designation of a paying agent, appoint a successor paying
agent, or approve a change in the office through which any paying agent acts. Payments of interest
and principal may be made by wire-transfer in immediately available funds for Securities held in
book-entry form or, at the Company’s option in the event the Securities are not represented by
Global Notes, by check mailed to the address of the person entitled to the payment as it appears in
the Security register. Payment of principal will be made upon the surrender of the relevant
Securities at the offices of the principal paying agent.




          Notices to the holders of registered Securities will be mailed to them at their respective
addresses in the register of the Securities and will be deemed to have been given on the fourth
weekday (being a day other than Saturday or Sunday) after the date of mailing.




          The Indenture contains provisions setting forth certain conditions to the institution of
proceedings by the holders of Securities with respect to the Indenture or for any remedy under the
Indenture.




          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




— end of page —

[signatures appear on following page]




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     IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed in its name by its
Chairman of the Board, President or any Executive or Senior Vice President, and by its Secretary or
an Assistant Secretary, or by facsimiles of any of their signatures, and its corporate seal, or a
facsimile thereof, to be hereto affixed.



	 	 	 	 	 	 	 	 	 
	Dated: December 14, 2005
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	PNC FUNDING CORP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Randall C. King	 	 
	 

	 	 	 	 	 	 

Name:       Randall C. King
	 	 
	Attest:

	 	 	 	 	 	Title:        Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Thomas R. Moore
	 	 	 	 	 	 	 	 
	 

Name:       Thomas R. Moore

	 	 	 	 	 	 	 	 
	Title:        Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 	 	 






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TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N. A.	 	 
	 	 	       as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Francine Springer
 

	 	 
	 

	 	 	 	  Authorized officer	 	 







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