Exhibit 99.3

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)

 


THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York   13-5160382

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 


THE PNC FINANCIAL SERVICES GROUP, INC.

PNC FUNDING CORP

(Exact name of obligor as specified in its charter)

 

Pennsylvania   25-1234372

(State of incorporation

if not a U.S. national bank)

  25-1234372
 

(I.R.S. employer

identification no.)

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania

 

15222-2707

(Zip code)

(Address of principal executive offices)  

 


Convertible Debt Securities of PNC Funding

Guaranteed by The PNC Financial Services Group, Inc.

(Title of the indenture securities)


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.

 

Name

 

Address

Superintendent of Banks of the State of

New York

 

One State Street, New York, N.Y.

10004-1417, and Albany, N.Y.

12223

Federal Reserve Bank of New York  

33 Liberty Street, New York, N.Y.

10045

Federal Deposit Insurance Corporation   Washington, D.C. 20429
New York Clearing House Association   New York, New York 10005

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

2. Affiliations with Obligor.

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

None.

 

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

 

  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

 

  6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

 

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  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, 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 2nd day of August, 2007.

 

THE BANK OF NEW YORK
By  

/s/ Francine Springer-Kincaid

  /s/ Francine Springer-Kincaid
  Vice President

 

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS

   Dollar Amounts
In Thousands

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

   1,859,000

Interest-bearing balances

   12,315,000

Securities:

  

Held-to-maturity securities

   1,572,000

Available-for-sale securities

   20,948,000

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

   491,000

Securities purchased under agreements to resell

   153,000

Loans and lease financing receivables:

  

Loans and leases held for sale

   0

Loans and leases, net of unearned income

   31,479,000

LESS: Allowance for loan and lease losses

   289,000

Loans and leases, net of unearned income and allowance

   31,190,000

Trading assets

   3,171,000

Premises and fixed assets (including capitalized leases)

   844,000

Other real estate owned

   2,000

Investments in unconsolidated subsidiaries and associated companies

   340,000

Not applicable

  

Intangible assets:

  

Goodwill

   2,714,000

Other intangible assets

   966,000

 

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Other assets

   7,043,000
    

Total assets

   83,608,000
    

LIABILITIES

  

Deposits:

  

In domestic offices

   26,775,000

Noninterest-bearing

   16,797,000

Interest-bearing

   9,978,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs

   33,309,000

Noninterest-bearing

   702,000

Interest-bearing

   32,607,000

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices .

   712,000

Securities sold under agreements to repurchase

   129,000

Trading liabilities

   2,321,000

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

   3,621,000

Not applicable

  

Not applicable

  

Subordinated notes and debentures

   2,255,000

Other liabilities

   5,933,000
    

Total liabilities

   75,055,000
    

Minority interest in consolidated subsidiaries

   161,000

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

   0

Common stock

   1,135,000

Surplus (exclude all surplus related to preferred stock)

   2,143,000

Retained earnings

   5,430,000

Accumulated other comprehensive income

   -316,000

Other equity capital components

   0

Total equity capital

   8,392,000
    

Total liabilities, minority interest, and equity capital

   83,608,000
    

 

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I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Thomas A. Renyi   Directors
Gerald L. Hassell  
Catherine A. Rein