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Home My WebLink AboutCERTIFICATE�� Aluncio elon A8 Id NNVOS CERTIFICATE The undersigned, George P. Long, III; Corporate Secretary of The PNC Financial Services Group, Inc. does hereby certify as follows: 1. Effective December 31, 2008, National, City Corporation merged with and :into The PNC Financial Services Group,, Inc. 2. Attached hereto as Exhibit A is the Certificate of. Merger filed with the State of Delaware: and Exhibit B is the Certificate of Merger filed with the Commonwealth of Pennsylvania. IN• WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed the. seal of this Corporation this 2no day of September, 2009. The PNC Financial Services. Group One PNC Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222 2707 www.pnc.com M:\LGL\BOARD\CERT\NATIONAL CrMNATIONAL MY CORPORATION.cloc CERTIFICATE The undersigned, Janet. L. Deringer, Assistant Secretary of National City ,Bank, does hereby certify as follows: . Effective'March 17, 2007, Harbor Federal Savings Bank was acquired by National City'Bank. 2. National City Bank was•a wholly owned subsidiary of National City Corporation. 3. Effective December'31, 2008,:National City Corporation ,merged, With and into The PNC Financial Services Group,, Inc. and National City Bank became a wholly owned subsidiary o(The PNC Financial Services Group, Inc. IN WITNESS WHEREOF, the undersigned has hereunto set her hand and affixed', the seal of this Association this 23rd day of July, 2000., ,?,, ,/ Janet L Deri r M:\LGL\BOARD\CERT\NATIONAL CIIY\HARBOR FEDERAL SAVINGS BANKaoc. 11-WU1gRo 1091) EXHIBIT A State of De2aw.re Scaretary of State Division of corporations F7= 10.58 AN 301 000808 SRV 081237173 - 0784371 F1W CERTIFICATE OFMERGER OF NATIONAL CITY CORPORATION WITH AND INTO THE PNC FINANCIAL SERVICES GROUP, INC. Pursuant to Section 252 of the Delaware General Corporation Law The undersigned corporation does hereby certify: . FIRST: That the name and state of incorporation of each of the constituent corporations in the merger is as follows: Name State o€Incorporation National City Corporation Delaware The PNC Financial Services Group, Inc. . Pennsylvania SECOND: That an agreement and plan of merger (the "Merger Agreement") among the constituent corporations in the merger (the "Merger") has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the Delaware General Corporation Law and as required by Pennsylvania law. THIRD: That The PNC Financial Services Group, Inc. will be the surviving corporation in the Merger, and that the name of the surviving corporation will be "The PNC Financial Services Group, Inc." FOURTH: That the articles of incorporation of The PNC Financial Services Group, Inc. will be the articles of incorporation of the surviving corporation, FIFTH: That the executed Merger Agreement is on file at an office of the surviving corporation, the address of which is: One FNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707. SIXTH: That a copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: The PNC Financial Services Group, Inc. hereby agrees that it may be served with process in the State of Delaware in any proceeding for enforcement'ofany obligation of National City Corporation, as well as for enforcement of any obligation of The PNC Financial --- wrt319955v5 Services Group, Inc. arising from the Merger, Including any suit or proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to Section 262 of the Delaware General Corporation Law (as applicable), and irrevocably appoints the Delaware Secretary of State as its agent to accept service of process in any such suit or proceeding, which process shall be mailed to The PNC Financial Services Group, Inc. at the following address: One PNC Plaza, 244 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707, Attention: Legal Department. EIGHTH: That the effective date and time of this Certificate of Merger and the merger effected hereby shall be I I:t10 a.m., Eastern Standard Time, on December 31, 2008. [Signature Page Follows] In witness Wheroot, The PNC Financial Services Group, Tnc. bas caused this cer6ficate of Merger to be executed by Its duly authorized officer this 30th day of December, 200& THE PNC FINANCIAL SERVICES GROfjp, INC. Name: Title: . C.Oy ?Oro,4* ,(Cr IN-'gaawre Page - Cenjf=m of Uargerpelaty e)j EXHIBIT B —--------� Entity#; 754401 Date Filed: 1213012008 ' Ettective Date: 1213112000 Pedro A. Cort4s f Secretary of the Commoraveailh I PENNSYLVANIA DEPARTMENT OF STATE (15 pa-GS.) EntityNumber754401 XDomestic Business Cotporetion (§ 1926) Domestic Nonprofit Corporation (§ 5926) Limited Partnership (§ 8541) lJam* f. • tij`v $g):MASCAORY „-. , .�, y� Doctunentwill bereturned Add r . _-._ _ • ' DU q ,- .... ..to the name and address 4 IU aka you enter to the left. �+ rh^9TP..TJ°£'r7 S�i�}IK49'.sl�'t.... •:... �� to two In arnplianee with the requirements of the applicable provisions (relating to articles of merger or consolidation), the undersigned desiring to effect a merger, hereby state that: I. The name of the corporal"'ntlimVpartnership survivingthemerger is: The PNC Financial Services Group.Inc. 2. Check mud complete the jollmving: & The surviving corporationnimited partnership is.a domestic business/nonprofit corporatioullimited partnership and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (theDepartment is hereby authorized to correct the following information to confom to the records of the Department): (a) Number and Street City State Zip' County One. PNCPla2a,249Fifth Avenue Pittsburgh PA 15222 Allegheny (b) Name of Commemiai Registered 6flice Provider County c/o The surviving corporatiordlimitedparmership is a qualified foreign bus)ness/nonprofit corporatiordlimited partnership ircorporatedlfnimed under the laws of_ and the (a) address of its current registered office in this Commonwealth or (b) name ofits commercial registered office provider and the county ofvenue Is (the Department is hereby authorized to correct the following Information to conform to the records of the Department): (a) Number and Street City 'State Zip County ---- Commonwealth of Pennsylvania ARTICLES OF MERGER -BUSINESS S Paga(s) Tomill 101 The surviving eolporatioNlimited partnership is anoaquslified foreign businesshumproftt corporation/limited partnership incorporatedtformed under the laws of_ and the address of its principal office under the laws of such domiciliary, Jurisdiction is: Number and Street City . State Zip rnenaute ana Inc adumss orthe registered office in this Commonwealth or name of its commercial registered office provider and the county ofvenm of each otherdomestie businessinonprofit corpomtionAimitedpartnership and qualified foreign businass/nonprofit corporationflimited premiership which is a party To the plan of merger are as follows: Name Registered Office Address Commercial Registered Office Provider County National City Corporation is incorporated in Delaware, and is not a qualified foreign business corporation in Pennsylvania. complete, one _ 'the plan ofinerger shall be effective upon filing these Articles/Certificate of Merger in the Department of State. x The plan of merger shall be effective on: December 31, 2008 at t i M a.m.. Eastem Standard Time. Date Hour is as follows: Name Manner of Adoption The PNC Financial services Group, Inc. Adopted by action of the board ofdirectors of the corporation pursuant to 15 PA.C.S. § 1924(b)(2) 6. Strike outthisparagruph ifnaforeign corporaiianllin&spartdershipfrap'arty.Yo the ougar. The plan was authorWd,adopted orapyirdved,as thec= maybe, by rlie foreigh WnaWuonproft cotporadoUiiinYedparme'ship(oreachoftbeforeignbusiness/ndnprditcarpotatibres(fimited '� parbeablps) party to the plan.itl accordance with the 14ws of bj msditx art in which it is incotper�edlorganized. j one '1'ho ptzn of merger issetforth inf�ll In 3ixlubitAavachad hereto asd rnadea pathereaf. Pursuant to 15 PaE.S. § 1901f§ 85470) (relatiog to omission ofcertain provisions from frled pla>uf) the Provisions, if any, of the plan of r=gec that amend or ebru liftn : the opstativopwitsions of theA7tiefes of lncorporatioulCertiftc2te of Limited Partnership of the surviving corporadoaflimited pmt mswp as in effect subsequent to ti oxtfecyva,dat~, of the plan me set fonhin fall in $xhibit A attwW bereto and mady a party hereof. The fi81 Wa of the plan oftaneris on file ntthe principal plane ofbusiness of the surviving cotpora5onitimitai parmcrsh4%the address ofAubic": _One PNCPtara,249PffrhAvenue Pittsburgh PA 15222 Allegheny Number and street city State Tip County IN T'ESMfONY•.WHEREOF, thevadmigned corparafiotJtitviti;i1p9r5teLsitip�l`asrwsed tf>w<.t ArdckdCmdfic&e ofMerger to bo sigmd by a duly aaduoriined office ttsaeof" 30th day -of Debtmba 2QQ8 . no PISICHma rial Services Gloup, Inc. N�a OfCoytoroor .rmtWPaParttnership , f7 le I Sighaurre �— cororate Secretary TiBe Nadow aty ('Drpo_mfion Nam of Co4ofa'dorvtf6ted Partnership • 61•gvature Tide 6. &rii-eoatrhisporagraph ifrojoref9aeofporotiavIthedpaniership rr a parry to Aw 01erga, The plan vrs-i-authorized, adopted or epprove4 as the case may be, by the foreign businesstnanprolt corporotionAimited partambip (or each orthe foreign buslnes.htonproft cotpordonelimited parmersbips) party to the plan in accordance who the Imes of the jtuisdtuiod In which it is ineo;portedrorgsnired, i __ 7htptatofnurger(ssetforthinfuliinMibitAattacbedheratcendmadeapnrt'hereof K. PVr:aantto 15 Pa.C.S. § 19011§ 8547(b) (rotating to emission ofoermi n provisions Eom tiled plans) the provisions, ifany, of the plan ofmarger that anttnd or cmutitute the operative provisions of the Articles' of2ncorpaat[oru'Cettifiwk of Limited Paztnership o€the stu+•iving corporation+tinritedp2rtncrship ss i� dlccl subsequent to the effecthse date of theplanere set forth in iu11 in Rxhibit A attachod bec to and made a party hereof, ,Tine full nexc of tho plan ofinerger is on We at tiro principal place of business of the surviving corporalionilimirrgd partnership, the address ofwbich is: One PNC Plaza, 249 Ffih Avenue Pitishurph PA 15222 4lfeghen�+ Number and street City State Zip County N TPTMMONY WHEREOF; ire undersigned gorporationtlihnited partnership has caused these AnickslOerriftcaie ofNlerger to be signed by itdu(v authorized olCctr ihercofthis Uth day of peeendigr 2008 Th*PNC Finaarial Services iiroap, Dfc. , NameafCorporarioNLimitedpa wzerslrip Signature Titte National City Co: ra i ;lame r, tat utad.�"^rfr;hip ' --^ Signature j Chairn, art, Pxesi.deat and CeO Titla —� I 1 I Item 97 ARTICLES GF MERGER There are no provisions contained to the Agreement and Plan of Merger that amend or Constitute the operative Articles of ineorporation of the surviving ourporation as in effect subsequent to the effective dateof the Agreement and Plan ofMergef,