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Exhibit 4
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 DEPOSIT OR INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER FEDERAL AGENCY.
AS OF FEBRUARY 15, 1993, THE INDENTURE, DATED AS OF
DECEMBER 1, 1991, RELATING TO THIS SECURITY HAS BEEN
AMENDED BY A SUPPLEMENTAL INDENTURE.
PNC FUNDING CORP
7 3/4% SUBORDINATED NOTES DUE 2004
REGISTERED CUSIP 693476AH6
No. ___ $______________
PNC FUNDING CORP, a corporation duly organized and existing under the laws
of Pennsylvania (herein called the "Company," which term includes any successor
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corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ______________, or registered assigns, the principal
sum of ___________________________ on June 1, 2004, and to pay interest thereon
from June 1, 1994, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on June 1 and
December 1 in each year, commencing December 1, 1994, and at maturity, at the
rate of 7 3/4% 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 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 the May 15, or
November 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. 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 Securities of this
series 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 of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan in the City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that each installment of interest
on this Security may be paid by mailing checks for such interest payable to or
upon the written order of the Holders of this Security entitled thereto as they
shall appear on the registry books of the Company.
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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.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), 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 (now known as PNC Bank Corp.) ("Guarantor") and
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,
PNC Bank Corp. (formerly known as PNC Financial Corp) ("Guarantor") and
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company)
("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, limited (except as provided in the Indenture) in aggregate principal
amount to $200,000,000.
The Securities of this series are not redeemable prior to their Stated
Maturity.
If an Event of Default (as defined in the Indenture) with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.
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, subordinate and junior in right
of payment to its obligations to holders of Senior Company Indebtedness (as
defined in the Indenture) and shall rank PARI PASSU in right of payment with
each other and with Existing Company Subordinated Indebtedness (as defined in
said Indenture), subject to the obligations of the holders of the Securities to
pay over any Excess Proceeds to creditors in respect of Other Company
Obligations, 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 indebtedness of the Company evidenced by the Securities of this
series, including the principal thereof and interest thereon, also shall rank
PARI PASSU in right of payment with the Company's 6-7/8% Subordinated Notes Due
2003 and 6-1/8% Subordinated Notes Due 2003, the holders of which are also
obligated to pay
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over any Excess Proceeds to creditors in respect of Other Company Obligations,
as provided in 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.
As provided in the Indenture and subject to certain limitations therein
set forth and to the limitations set forth in the legend on the first page of
this Security, the transfer of this Security is registrable in the Security
Register, upon due presentment of this Security for registration of transfer at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company duly executed by, the registered holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
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No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security
be overdue, and neither the Company, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.
This Security is a global security. 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 Depository 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).
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.
Neither the Company, the Trustee, any Issuing and Paying Agent or any
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in this Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
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, the Company will issue individual certificates
evidencing the Securities represented hereby in definitive form in exchange for
this Security. 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
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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.
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.
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.
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Dated: June 1, 1994
PNC FUNDING CORP
By _____________________________________
Robert L. Haunschild
Senior Vice President
Attest:
_______________________________________
William F. Strome
Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK as Trustee
By _______________________________________
Authorized Officer
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GUARANTEE OF
PNC BANK CORP.
FOR VALUE RECEIVED, 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 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 shall rank PARI
PASSU in right of payment with each other and with Existing Guarantor
Subordinated Indebtedness (as defined in said Indenture), 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 the
Indenture, and each holder of Securities, by the acceptance hereof, agrees to
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and shall be bound by such provisions of said Indenture. The obligations of
the Guarantor evidenced by this Guarantee shall also rank PARI PASSU in right
of payment with the Guarantor's guarantees of the Company's 6-7/8% Subordinated
Notes Due 2003 and 6-1/8% Subordinated Notes Due 2003 the holders of which are
also obligated to pay over any Excess Proceeds to creditors in respect of Other
Guarantor Obligations, as provided in the Indenture.
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 Manufacturers
Hanover Trust Company (now known as Chemical Bank), as Trustee, as amended by a
Supplemental Indenture dated as of February 15, 1993, by and among the Company,
the Guarantor and the Trustee shall have the meanings assigned to them in the
Indenture.
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IN WITNESS WHEREOF, PNC BANK CORP. has caused this
Guarantee to be duly executed by manual or facsimile signature under its
corporate seal or a facsimile thereof.
Dated: June 1, 1994
PNC BANK CORP.
By _________________________________
Robert L. Haunschild
Senior Vice President
and Chief Financial Officer
Attest:
________________________________
William F. Strome
Corporate Secretary
[SEAL]
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