EXHIBIT 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)
     
(State of incorporation
if not a national bank) 		  13-4994650
(I.R.S. employer
identification No.)
     
1111 Polaris Parkway
Columbus, Ohio
(Address of principal executive offices) 		  43271
(Zip Code)

Thomas F. Godfrey
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza, 25th Floor
New York, NY 10081
Tel: (212) 552-2192
(Name, address and telephone number of agent for service)

THE PNC FINANCIAL SERVICES GROUP, INC.
PNC FUNDING CORP

(Exact name of obligor as specified in its charter)
Pennsylvania
Pennsylvania
(State or other jurisdiction of
incorporation or organization) 		  25-1435979
25-1234372
(I.R.S. employer
Identification No.)
     
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania
(Address of principal executive offices) 		  15222-2707
(Zip Code)

 

Guarantees of The PNC Financial Services Group, Inc. Convertible Debt Securities
Convertible Debt Securities to be issued by PNC Funding Corp.
(Title of the indenture securities)

 

 

GENERAL

Item 1. General Information.

     Furnish the following information as to the trustee:

  (a)   Name and address of each examining or supervising authority to which it is subject.
 
      Comptroller of the Currency, Washington, D.C.
 
      Board of Governors of the Federal Reserve System, Washington, D.C., 20551
 
      Federal Deposit Insurance Corporation, Washington, D.C., 20429.
 
  (b)   Whether it is authorized to exercise corporate trust powers.
 
      Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

     None.

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Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     8. Not applicable.

     9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 23rd day of March, 2005.

     JPMORGAN CHASE BANK, N.A.

         
By
  /s/   Francine Springer
 
       
 
  /s/   Francine Springer

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Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 2005, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

         
    Dollar Amounts  
ASSETS   in Millions  
Cash and balances due from depository institutions:
        
Noninterest-bearing balances and currency and coin
  $ 36,236  
Interest-bearing balances
    24,384  
Securities:
        
Held to maturity securities
     101  
Available for sale securities
     60,180  
Federal funds sold and securities purchased under agreements to resell
      
Federal funds sold in domestic offices
     39,536  
Securities purchased under agreements to resell
     133,265  
Loans and lease financing receivables:
        
Loans and leases held for sale
     21,045  
Loans and leases, net of unearned income
  $ 341,550  
Less: Allowance for loan and lease losses
    5,313  
Loans and leases, net of unearned income and allowance
    339,000  
Trading Assets
    236,590  
Premises and fixed assets (including capitalized leases)
     8,425  
Other real estate owned
    142  
Investments in unconsolidated subsidiaries and associated companies
     840  
Customers’ liability to this bank on acceptances outstanding
    592  
Intangible assets
      
Goodwill
    23,365  
Other Intangible assets
     10,259  
Other assets
    49,089  
TOTAL ASSETS
  $ 983,049  
 
      

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LIABILITIES
Deposits In domestic offices
  $ 378,772  
Noninterest-bearing
  $ 134,412  
Interest-bearing
    244,360  
In foreign offices, Edge and Agreement subsidiaries and IBF’s
    155,364  
Noninterest-bearing
  $ 6,701  
Interest-bearing
    148,663  
 
        
Federal funds purchased and securities sold under agree- ments to repurchase:
        
Federal funds purchased in domestic offices
     8,918  
Securities sold under agreements to repurchase
     84,208  
Trading liabilities
    138,428  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
     78,207  
Bank’s liability on acceptances executed and outstanding
    592  
Subordinated notes and debentures
    17,511  
Other liabilities
    38,035  
TOTAL LIABILITIES
    900,035  
Minority Interest in consolidated subsidiaries
    1,424  
 
        
EQUITY CAPITAL
 
        
Perpetual preferred stock and related surplus
    0  
Common stock
    1,785  
Surplus (exclude all surplus related to preferred stock)
     58,591  
Retained earnings
     21.936  
Accumulated other comprehensive income .
     (772 )
Other equity capital components .
     0  
TOTAL EQUITY CAPITAL
    81,590  
 
      
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL
   $ 983,049  
 
      

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct.

             
WILLIAM B. HARRISON, JR.
    )      
JAMES DIMON
    )     DIRECTORS
MICHAEL J. CAVANAGH
    )