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.
Exhibit 4.1
PNC FUNDING CORP
5 1/4% SUBORDINATED NOTES DUE 2015
REGISTERED CUSIP: 693476AT0
No. ISIN: US693476AT04
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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 Hundred Million Dollars on November 15, 2015, and to pay
interest thereon from November 3, 2003, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually in
arrears on May 15 and November 15 in each year, commencing May 15, 2004, and at
maturity, at the rate of 5 1/4% 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, 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 May 1 or November 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 (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
$600,000,000, 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, subordinate and junior in right of
payment to its obligations to holders of Senior Company Indebtedness (as defined
in the Indenture) and subject to the obligations of the holders of the
Securities to pay over any Excess Proceeds to holders of Other Company
Obligations, as provided in the Indenture, and shall rank pari passu in right of
payment with each other and with all other unsecured subordinated indebtedness
of the Company. Each Holder of this Security, by the acceptance hereof, agrees
to and shall be bound by such provisions of the Indenture and authorizes and
directs the Trustee on his behalf to take such actions as may be necessary or
appropriate to effectuate the subordination so provided.
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
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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 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
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respect of such interest, may be affected by the lack of a physical definitive
security in respect of such interest.
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 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: November 3, 2003
PNC FUNDING CORP
By /s/ William S. Demchak
-----------------------------
Name: William S. Demchak
Title: Chairman and President
Attest:
/s/ Thomas R. Moore
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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
as Trustee
By /s/Kathleen Perry
---------------------------------
Authorized officer
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