PNC BANK CORP. & PNC FUNDING CORP

EXHIBIT 3.3

PNC FUNDING CORP
ARTICLES OF INCORPORATION

(Composite, reflecting amendments)

1. The name of the corporation is: "PNC FUNDING CORP".

2. The location and post office address of its registered office in this
Commonwealth is 1600 Market Street, Philadelphia, Pennsylvania, Philadelphia
County, 19101.

3. The purpose or purposes of the corporation, as initially organized under
the Act, are as follows:

To have unlimited power to engage in and to do any lawful act
concerning any or all lawful business for which corporations may be
incorporated under the Business Corporation Law of the Commonwealth of
Pennsylvania, Act of May 5, 1933, P.L. 364, as amended.

4. The term of its existence is: Perpetual.

5. The aggregate number of shares which the corporation shall have
authority to issue is:

Ten (10) shares of Common Stock, having a par value of $100.00 per
share.

6. The names and addresses of each of the incorporators and the number and
class of shares subscribed by each are:

NUMBER AND
NAME ADDRESS CLASS OF SHARES
- ---- ------- ---------------
Everett K. Dilworth 1200 Pittsburgh National Building One (1) share of
Pittsburgh, PA 15222 Common Stock, Par
Value of $100.00

James M. Ferguson 1200 Pittsburgh National Building One (1) share of
Pittsburgh, PA 15222 Common Stock, Par
Value of $100.00

Henry S. Pool 1200 Pittsburgh National Building One (1) share of
Pittsburgh, PA 15222 Common Stock, Par
Value of $100.00