EX-4.6



 





Exhibit 4.6




 





Fourth Supplemental Indenture




between




NATIONAL CITY CORPORATION




and




THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee




Dated as of January 30, 2008




Supplement to Junior Subordinated Indenture, dated as of November 3, 2006




 






 









 








Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	Section 1.1

	 	Definitions
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II Amendment of Section 3.5 of Indenture	 	 	7	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Amendment of Section 3.5
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE III General Terms and Conditions of the Notes	 	 	7	 
	 
	 	 	 	 	 	 
	Section 3.1

	 	Designation, Principal Amount and Authorized Denomination	 	 	7	 
	Section 3.2

	 	Maturity
	 	 	7	 
	Section 3.3

	 	Form and Payment
	 	 	7	 
	Section 3.4

	 	Notes Held by Collateral Agent and Custodial Agent; Global Notes;
Adjustment of Global Notes
	 	 	8	 
	Section 3.5

	 	Interest
	 	 	9	 
	Section 3.6

	 	Redemption of the Notes
	 	 	10	 
	Section 3.7

	 	Events of Default
	 	 	10	 
	Section 3.8

	 	Securities Registrar; Paying Agent; Delegation of Trustee Duties
	 	 	11	 
	Section 3.9

	 	Amendment; Supplemental Indenture
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE IV Remarketing and Rate Reset Procedures	 	 	12	 
	 
	 	 	 	 	 	 
	Section 4.1

	 	Obligation to Conduct Remarketing and Related Requirements
	 	 	12	 
	Section 4.2

	 	Company Decisions in Connection with Remarketing	 	 	13	 
	Section 4.3

	 	Reset of Interest Rate in
Connection with Remarketings and Related Changes in Terms
	 	 	14	 
	Section 4.4

	 	Early Remarketing
	 	 	15	 
	Section 4.5

	 	Company Announcements
	 	 	15	 
	Section 4.6

	 	Supplemental Indenture
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE V Expenses	 	 	16	 
	 
	 	 	 	 	 	 
	Section 5.1

	 	Expenses
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE VI Form of Note	 	 	17	 
	 
	 	 	 	 	 	 
	Section 6.1

	 	Form of Notes
	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE VII Original Issue of Notes	 	 	24	 
	 
	 	 	 	 	 	 
	Section 7.1

	 	Original Issue of Notes
	 	 	24	 
	Section 7.2

	 	Calculation of Original Issue Discount
	 	 	24	 






Supplemental Indenture




 









 






	 	 	 	 	 	 	 
	ARTICLE VIII Subordination	 	 	24	 
	 
	 	 	 	 	 	 
	Section 8.1

	 	Subordination
	 	 	24	 
	Section 8.2

	 	Company Election to End Subordination
	 	 	24	 
	Section 8.3

	 	Compliance with Federal Reserve Rules
	 	 	25	 
	Section 8.4

	 	Extension of Rights, Privileges,
etc.
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE IX Miscellaneous	 	 	25	 
	 
	 	 	 	 	 	 
	Section 9.1

	 	Effectiveness
	 	 	25	 
	Section 9.2

	 	Successors and Assigns
	 	 	25	 
	Section 9.3

	 	Further Assurances
	 	 	25	 
	Section 9.4

	 	Effect of Recitals
	 	 	25	 
	Section 9.5

	 	Ratification of Indenture
	 	 	25	 
	Section 9.6

	 	Governing Law
	 	 	26	 






Supplemental Indenture





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          This Supplemental Indenture, dated as of January 30, 2008, between National City
Corporation, a Delaware corporation (the “Company”), having its principal office at 1900 East
Ninth Street, Cleveland, Ohio 44114 and The Bank of New York Trust Company, N.A., a
national banking association organized and existing under the laws of the United States, as trustee
(the “Trustee”).




Recitals of the Company




          The Company and the Trustee are parties to that certain Junior Subordinated Indenture, dated
as of November 3, 2006, as amended and supplemented by a First Supplemental Indenture, dated
November 3, 2006, a Second Supplemental Indenture, dated May 25, 2007 and a Third Supplemental
Indenture, dated as of August 30, 2007 (as so amended and supplemented, the “Indenture”).




          Section 9.1(6) of the Indenture provides that the Indenture may be amended or supplemented
without the consent of any Holder to add to, change or eliminate any of the provisions of the
Indenture, provided that any such addition, change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provision.




          Section 9.1(3) of the Indenture provides that the Indenture may be amended or supplemented
without the consent of any Holder to establish the form or terms of Securities of any series as
provided by Sections 2.1 and 3.1 of the Indenture.




          The Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate
pursuant to Section 1.2 of the Indenture to the effect that all conditions precedent provided for
in the Indenture to their execution and delivery of this Supplemental Indenture have been complied
with.




          National City Preferred Capital Trust I, a Delaware statutory trust (the “Issuer Trust”), has
offered to the public its trust preferred securities known as 12.000% Fixed-to-Floating Rate Normal
Automatic Preferred Enhanced Capital Securities (the “Normal APEX”), which are beneficial interests
in the Issuer Trust, and proposes to invest the proceeds from such offering, together with the
proceeds of the issuance and sale by the Issuer Trust to the Company of its Common Securities (the
“Trust Common Securities” and together with the Normal APEX, the Stripped APEX and the Capital
APEX, each as defined in the Trust Agreement referred to herein, the “Trust Securities”), in the
Notes (as defined herein).




          The Notes will be subject to Remarketing, in connection with which certain terms of the Notes
may be changed, all in accordance with the procedures to be set forth in a Remarketing Agreement,
to be entered into prior to the first Remarketing (as amended or supplemented from time to time,
the “Remarketing Agreement”), among the Company, The Bank of New York Trust Company, N.A., as
property trustee of the Issuer Trust, and the remarketing agent named in the Remarketing Agreement
(including any successor or replacement, the “Remarketing Agent”).




          The Company has requested that the Trustee execute and deliver this Supplemental Indenture and
has satisfied (or caused to be satisfied) all requirements necessary to make this Supplemental
Indenture a valid instrument in accordance with its terms, and to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee, the valid obligations of the Company
and all acts and things necessary have been done and performed to make this Supplemental Indenture
enforceable in accordance with its terms, and the execution and delivery of this Supplemental
Indenture has been duly authorized in all respects.




Supplemental Indenture





 









 








          Now, therefore, this Supplemental Indenture witnesseth: For and in consideration of
the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:




ARTICLE I




Definitions




Section 1.1 Definitions.




          For all purposes of this Supplemental Indenture, except as otherwise expressly provided or
unless the context otherwise requires:




     (a) Terms defined in the Indenture, the Trust Agreement or the Stock Purchase Contract
Agreement have the same meaning when used in this Supplemental Indenture unless otherwise specified
herein.



     (b) The terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular.



     (c) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision, and any reference to an Article, Section or other subdivision refers to an Article,
Section or other subdivision of this Supplemental Indenture.



          “Capital Treatment Event” means the reasonable determination by the Company that, as a result
of:




          (a) the occurrence of any amendment to, or change, including any announced prospective change,
in the laws or regulations of the United States or any political subdivision thereof or therein or
any rules, guidelines or policies of the Federal Reserve, or




          (b) any official or administrative pronouncement or action or judicial decision interpreting
or applying United States laws or regulations, that is effective or is announced on or after the
date of issuance of the APEX,



there is more than an insubstantial risk that the Company will not be entitled to treat an amount
equal to the liquidation amount of the Normal APEX at any time prior to the Stock Purchase Date as
Tier 1 capital under the risk-based capital adequacy guidelines of the Federal Reserve (or, if the
Company elects to remarket the Notes in the form of trust preferred securities and does not elect
to shorten the maturity of the Notes, that the Company will not be entitled to treat an amount
equal to the liquidation amount of the such trust preferred securities as Tier 1 capital under the
capital adequacy guidelines of the Federal Reserve and this change becomes effective or would
become effective on or after the Remarketing Settlement Date).




          “Creditor” has the meaning specified in Section 5.1(b).




          “Early Remarketing” means a Remarketing conducted in accordance with the provisions of Section
4.4.




          “Early Settlement Event” means the occurrence of: (i) the Company’s “total risk-based capital
ratio” is less than 10%, (ii) the Company’s “Tier 1 risk-based capital ratio” is less than 6%,
(iii) the




Supplemental Indenture




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Company’s “leverage capital ratio” is less than 4%; (iv) the Federal Reserve, in its
discretion, anticipates that the Company may fail one or more of the capital tests referred to
above in the near term and delivers a notice to the Company so stating; or (v) the Issuer Trust is
dissolved pursuant to Section 9.2(c) of the Trust Agreement, where the related Early Settlement
Event in the case of the tests described in each of (i), (ii) and (iii) above will be deemed to
occur on the date the Company files a Form FR Y-9 showing in Schedule HC-R (or successor form) that
the related capital measure has not been met and each such ratio will be determined as required
pursuant to Appendix A to Regulation Y of the Federal Reserve Board, 12 C.F.R. Part 225 or any
successor provisions.




          “Failed Remarketing” means a Final Remarketing that is not Successful.




          “Final Remarketing” means (i) a Remarketing for settlement on November 10, 2013 (or if such
day is not a Business Day, the immediately succeeding Business Day), (ii) in the case of an Early
Remarketing, the fifth scheduled Remarketing or (iii) in the case of an Early Remarketing in
connection with clause (v) of the definition of Early Settlement Event, the first Remarketing.




          “First Optional Redemption Date” means the earlier of (i) December 10, 2016 and (ii) if the
Remarketing occurs during an Extension Period, the seventh anniversary of the first day of such
Extension Period.




          “Fixed Rate Reset Cap”, as of any Remarketing Settlement Date, means the prevailing market
yield, as determined by the Remarketing Agent, of the benchmark U.S. treasury security having a
remaining maturity that most closely corresponds to the period from such date until the earliest
date on which the Notes may be redeemed at the option of the Company in the event of a Successful
Remarketing, plus 900 basis points, or 9.000% per annum.




          “Floating Rate Reset Cap” means 830 basis points, or 8.300% per annum.




          “Global Notes” has the meaning specified in Section 3.4(b).




          “Guarantee Agreement” means the Guarantee Agreement between the Company, as Guarantor and The
Bank of New York Trust Company, N.A., as Guarantee Trustee named thereunder, dated as of January
30, 2008.




          “Interest Payment Date” shall have the meaning specified in Section 6.1.




          “Interest Period” means the period from and including the most recent Interest Payment Date to
which interest has been paid or duly made available for payment (or January 30, 2008 if no interest
has been paid or been duly made available for payment) to, but excluding, the next succeeding
Interest Payment Date or, if earlier, then the Stated Maturity Date of the Notes.




          “Investment Company Event” means the Company’s receipt of an Opinion of Counsel to the effect
that, as a result of the occurrence of a change in law or regulation or a written change, including
any announced prospective change, in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Issuer Trust is or will be considered an investment company that is
required to be registered under the Investment Company Act at any time prior to the Stock Purchase
Date, and this change becomes effective or would become effective on or after the date hereof (or,
if the Company elects to remarket the Notes in the form of trust preferred securities, that the
issuer of such trust preferred securities is or will be considered an investment company that is
required to be registered under the Investment Company Act and this change becomes effective or
would become effective on or after the Remarketing Settlement Date).




Supplemental Indenture





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          “Make-Whole Amount” means the sum of the present values of the principal amount of the Notes
and each interest payment thereon that would have been payable to and including the Relevant Date
(not including any portion of such payments of interest accrued as of the date of redemption),
discounted from the Relevant Date or the applicable interest payment date to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate plus 1.750%.




          “Notes” has the meaning specified in Section 3.1.




          “Paying Agent”, when used with respect to the Notes, means Wilmington Trust Company or any
other Person authorized by the Company to pay the principal of (and premium, if any) or interest on
any Securities on behalf of the Company.




          “Paying Agent Office” means the office of the applicable Paying Agent at which at any
particular time its corporate agency business shall principally be administered in a Place of
Payment, which office at the date hereof in the case of Wilmington Trust Company, in its capacity
as Paying Agent with respect to the Notes under the Indenture and this Supplemental Indenture, is
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.




          “Qualified Floating Rate” has the meaning specified in U.S. Treasury Regulations
section 1.1275-5(b).




          “Rating Agency” means any nationally recognized statistical rating organization within the
meaning of Section 3(a)(62) of the Exchange Act that currently publishes a rating for the Company.




          “Rating Agency Event” means any Rating Agency amends, clarifies or changes the criteria it
uses to assign equity credit to securities such as the APEX, which amendment, clarification or
change results in:




          (a) the shortening of the length of time prior to the Stock Purchase Date that the APEX are
assigned a particular level of equity credit by that Rating Agency as compared to the length of
time they would have been assigned that level of equity credit by that Rating Agency or its
predecessor on the date hereof; or




          (b) the lowering of the equity credit (including up to a lesser amount) assigned to the APEX
prior to the Stock Purchase Date by that Rating Agency as compared to the equity credit assigned by
that Rating Agency or its predecessor on the date hereof.




          “Released Note” has the meaning specified in Section 3.4(d).




          “Relevant Date” means December 10, 2012 in the case of any redemption prior to such date,
December 10, 2013 in the case of any redemption on or after December 10, 2012 and prior to December
10, 2013 if the Stock Purchase Date shall not have occurred on or prior to December 10, 2012, and
otherwise December 10, 2016.




          “Remarketed Note” has the meaning specified in Section 3.4(c).




          “Remarketing” means a remarketing of Notes pursuant to ARTICLE IV and the Remarketing
Agreement.




Supplemental Indenture




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          “Remarketing Disruption Event” means there shall have occurred an event that, if not disclosed
in the offering document for the Remarketing, could cause such offering document to contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, and either (i) in the Company’s
judgment, such event is not required by law to be disclosed at such time and its disclosure might
have a material adverse effect on the Company’s business, or (ii) the disclosure of such event
relates to a previously undisclosed proposed or pending material business transaction, the
disclosure of which would impede the Company’s ability to consummate such transaction.




          “Remarketing Period” means the five Business Day Period beginning on the seventh Business Day
preceding each of November 10, 2012, February 8, 2013, May 11, 2013, August 11, 2013 and November
10, 2013 (or, if any such day is not a Business Day, the preceding Business Day) until the
settlement of a Successful Remarketing or, if an Early Settlement Event shall have occurred, each
of the periods determined in accordance with Section 4.4.




          “Remarketing Settlement Date” means the February 8, May 11, August 11 or November 10 following
a Successful Remarketing (or, if any such day is not a Business Day, the preceding Business Day).




          “Remarketing Value” means with respect to each Note, the present value on the Remarketing
Settlement Date of an amount equal to the principal amount of such Note, plus the interest payable
on such Note on the next Regular Distribution Date, including any deferred interest, assuming for
this purpose, even if not true, that the interest rate on the Notes remains at the rate in effect
immediately prior to the Remarketing and all accrued and unpaid interest on the Notes is paid in
cash on such date, determined using a discount rate equal to the interest rate on the National City
Bank Deposit (as defined in the Stock Purchase Contract Agreement).




          “Reset Rate” means, if the Notes are remarketed as fixed rate notes, the rate of interest on
the Notes, if any, set in a Remarketing, as specified in Section 4.3(a).




          “Reset Spread” means, if the Notes are remarked as floating rate notes, the spread, if any,
set in a Remarketing, as specified in Section 4.3(a).




          “Responsible Officer” means, when used with respect to Wilmington Trust Company in its
capacity as Paying Agent with respect to the Notes, any officer within the Corporate Trust
Administration (or any successor department, unit or division of Wilmington Trust Company) assigned
to the Paying Agent Office of Wilmington Trust Company, in its capacity as Paying Agent, who has
direct responsibility for the administration of the Paying Agent functions of the Indenture and
this Supplemental Indenture.




          “Securities Registrar Office” means the office of the applicable Securities Registrar at which
at any particular time its corporate agency business shall principally be administered, which
office at the date hereof in the case of Wilmington Trust Company, in its capacity as Securities
Registrar under the Indenture, is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration.




          “Stated Maturity Date” means December 10, 2043 or such earlier date as may be specified by the
Company following a Remarketing in accordance with ARTICLE IV.




          “Subjected Note” has the meaning specified in Section 3.4(e).




          “Successful” has the meaning specified in Section 4.5(a).




Supplemental Indenture





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          “Supplemental Indenture” means this instrument as originally executed or as it may form time
to time be supplemented or amended by one or more agreements supplemental hereto entered into
pursuant to the applicable provisions hereof.




          “Tax Event” means the Company has received an Opinion of Counsel to the effect that, as a
result of:




          (a) an amendment to or change (including any announced prospective change) in the laws (or any
regulations thereunder) of the United States or any political subdivision or taxing authority of or
in the United States; or




          (b) an official administrative pronouncement or judicial decision interpreting or applying
those laws or regulations;



which amendment or change is effective or which pronouncement or decision is announced on or after
the date of issuance of the APEX, there is more than an insubstantial increase in risk that:




          (i) the Issuer Trust (or if the Company elects to remarket the Notes in the form of trust
preferred securities, the trust issuing such securities) is, or will be within 90 days of the date
of such opinion, subject to United States federal income tax with respect to income received or
accrued on the Notes;




          (ii) interest payable by the Company on the Notes is not, or within 90 days of the date of
such opinion will not be, deductible by the Company, in whole or in part, for United States federal
income tax purposes; or




          (iii) the Issuer Trust (or if the Company elects to remarket the Notes in the form of trust
preferred securities, the trust issuing such securities) is, or will be within 90 days of the date
of such opinion, subject to more than a de minimis amount of other taxes, duties or other
governmental charges at any time it is the holder of the Notes.




          “Treasury Dealer” means Goldman, Sachs & Co. (or its successor) or, if Goldman, Sachs & Co.
(or its successor) refuses to act as treasury dealer for this purpose or ceases to be a primary
U.S. Government securities dealer, another nationally recognized investment banking firm that is a
primary U.S. Government securities dealer specified by the Company for these purposes.




          “Treasury Price” means the bid-side price for the Treasury Security as of the third trading
day preceding the Redemption Date, as set forth in the daily statistical release (or any successor
release) published by The Wall Street Journal, except that: (i) if that release (or any successor
release) is not published or does not contain that price information on that trading day; or
(ii) if the Treasury Dealer determines that the price information is not reasonably reflective of
the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on
that trading day, then Treasury Price will instead mean the bid-side price for the Treasury
Security at or around 3:30 p.m., New York City time, on that trading day (expressed on a next
trading day settlement basis) as determined by the Treasury Dealer through such alternative means
as the Treasury Dealer considers to be appropriate under the circumstances.




          “Treasury Rate” means the semi-annual equivalent yield to maturity of the Treasury Security
that corresponds to the Treasury Price (calculated in accordance with standard market practice and
computed as of the second trading day immediately preceding the Redemption Date).




Supplemental Indenture




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          “Treasury Security” means the United States treasury security that the Treasury Dealer
determines would be appropriate to use, at the time of determination and in accordance with
standard market practice, in pricing the Notes being redeemed in a tender offer based on a spread
to United States treasury yields.




          “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of January 30,
2008, among the Company, as Sponsor, the Property Trustee, the Delaware Trustee, the Administrative
Trustees (each as named therein) and the several Holders of the Trust Securities.




          “Unsuccessful” has the meaning specified in Section 4.5(b).




ARTICLE II




Amendment of Section 3.5 of Indenture





			
	Section 2.1	 	Amendment of Section 3.5.





          The last sentence of the first paragraph of Section 3.5 of the Indenture is hereby amended to
read as follows:





     “Except as may be set forth in any indenture supplemental hereto with respect to any series of
Securities, the Trustee is hereby appointed “Securities Registrar” for the purposes of
registering Securities and transfers of Securities as herein provided.”



ARTICLE III




General Terms and Conditions of the Notes





			
	Section 3.1	 	Designation, Principal Amount and Authorized Denomination.





          There is hereby authorized a series of Securities designated the “Remarketable 8.729% Junior
Subordinated Notes due 2043” (the “Notes”), limited in aggregate principal amount to $575,100,000,
which amount to be issued shall be as set forth in any Company Order for the authentication and
delivery of Notes pursuant to the Indenture. The denominations in which Notes shall be issuable is
$1,000 principal amount and integral multiples thereof.





			
	Section 3.2	 	Maturity.





          The Stated Maturity of the Notes will be December 10, 2043, subject to change as provided in
ARTICLE IV.





			
	Section 3.3	 	Form and Payment.





          Except as provided in Section 3.4, the Notes shall be issued in fully registered definitive
form without interest coupons. Principal of and interest on the Notes issued in definitive form
will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable
for Notes bearing identical terms and provisions and notices and demands to or upon the Company in
respect of the Notes and the Indenture, as supplemented by this Supplemental Indenture, may be
served at the Corporate Trust Office of the Trustee, and the Company appoints the Trustee as its
agent for the foregoing purposes; provided that payment of interest may be made at the option of
the Company by check mailed to the Holder at such address as shall appear in the Securities
Register or by wire transfer in immediately available funds




Supplemental Indenture




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to the bank account number of the Holder specified in writing by the Holder and entered in the
Securities Register by the Securities Registrar. Notwithstanding the foregoing, so long as the
Holder of any Note is the Collateral Agent or the Custodial Agent, the payment of the principal of
and interest (including expenses and taxes of the Issuer Trust set forth in Section 5.1, if any) on
such Notes held by the Collateral Agent or the Custodial Agent will be made at the Paying Agent
Office or such place and to such account as may be designated in writing by the Collateral Agent or
the Custodial Agent, as the case may be. The Notes may be presented for registration of transfer
or exchange at the Securities Registrar Office.





			
	Section 3.4	 	Notes Held by Collateral Agent and Custodial Agent; Global Notes; Adjustment of Global
Notes.





     (a) The Notes shall be issued initially in fully registered form in the name of the Collateral
Agent and the Custodial Agent, in their respective capacities as such. For so long as such Notes
are held by the Collateral Agent and the Custodial Agent, each such Note shall represent the
principal amount so indicated in the Securities Register, provided that the aggregate principal
amount of all such Notes shall at all times equal the principal amount issued in accordance with
Section 3.1.



     (b) At any time on or after the first to occur of the Remarketing Settlement Date (unless the
Notes are remarketed in the form of New Trust Preferred Securities), an Early Termination Event or
the redemption of the Capital APEX by the Issuer Trust in exchange for Notes, the Notes in
definitive form may be presented to the Securities Registrar for exchange for one or more global
Notes in an aggregate principal amount equal to the aggregate principal amount of the Notes so
presented (a “Global Note”), to be registered in the name of The Depositary Trust Company, which is
hereby designated as the Depositary for the Notes if issued in the form of a Global Note pursuant
to this Section 3.4(b), or its nominee, and delivered to the Depositary for crediting to the
accounts of its participants pursuant to the instructions of the Administrative Trustees. The
Company upon any such presentation shall execute one or more Global Notes in such aggregate
principal amount and deliver the same to the Trustee for authentication and delivery in accordance
with the Indenture. The Trustee, upon receipt of such Global Notes, together with an Officers’
Certificate and an order to the Trustee requesting authentication, will authenticate such Global
Notes and deliver them to the Securities Registrar, as custodian for the Depositary. Payments on
the Notes issued as Global Notes will be made to the Depositary.



     (c) In the event that (i) any Pledged Notes for which no election has been validly made
pursuant to Section 8.02(a) of the Collateral Agreement are to be released from the Pledge and
transferred to the Remarketing Agent (or, if the Company elects to remarket the Notes in the form
of New Trust Preferred Securities pursuant to Section 4.2, the property trustee of the New Trust)
pursuant to Section 8.02(b) of the Collateral Agreement or (ii) any Pledged Notes for which an
election has been validly made pursuant to Section 8.03(a) of the Collateral Agreement are to be
delivered to the Remarketing Agent (or, if the Company elects to remarket the Notes in the form of
New Trust Preferred Securities pursuant to Section 4.2, the property trustee of the New Trust)
pursuant to Section 8.03(b) of the Collateral Agreement (collectively, the “Remarketed Notes”),
such transfers shall be evidenced by an endorsement by the Securities Registrar on the Notes held
by the Collateral Agent and the Custodial Agent, respectively, reflecting a reduction in the
principal amount of such Notes equal in amount to the principal amount of the Remarketed Notes.
The Securities Registrar shall confirm any such reduced principal amount by faxing or otherwise
delivering a photocopy of such endorsement made on the Notes evidencing such reduced or increased
principal amount to the Trustee at the facsimile number or address of the Property Trustee provided
for notices to the Property Trustee in the Collateral Agreement (or at such other facsimile number
or address as the Trustee shall provide to the Securities Registrar). Upon receipt of such
confirmation, the Trustee, if the Remarketed Notes are to be issued in the form of a Global Note,
shall instruct the Securities Registrar to increase the principal amount of such Global Note in an
amount equal to the aggregate



Supplemental Indenture




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principal amount of the Remarketed Notes by an endorsement made by the Securities Registrar on
such Global Note to reflect such increase. If the Notes are remarketed in the form of New Trust
Preferred Securities, the Company shall execute and deliver to the Trustee for authentication a
Note in the principal amount equal to the principal amount of the Remarketed Notes plus the
liquidation amount of the common securities of the New Trust. The Trustee, upon receipt of such
Notes, together with an Officers’ Certificate and an order to the Trustee requesting
authentication, will authenticate such Notes and deliver them to the property trustee of the New
Trust.




     (d) In the event that any Pledged Note is to be released from the Pledge and transferred to
the Custodial Account pursuant to Section 6.02(a) of the Collateral Agreement (a “Released Note”),
as a result of the exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and
Capital APEX as provided in Section 6.02(a) of the Collateral Agreement, such transfer shall be
evidenced by an endorsement by the Collateral Agent or the Securities Registrar on the Note held by
the Collateral Agent reflecting a reduction in the principal amount of such Note equal in amount to
the principal amount of the Released Note. The Collateral Agent shall confirm any such reduced
principal amount by faxing or otherwise delivering a photocopy of such endorsement made on the Note
evidencing such reduced principal amount to the Trustee at the facsimile number or address of the
Trustee provided for notices to the Property Trustee in the Collateral Agreement (or at such other
facsimile number or address as the Property Trustee shall provide to the Collateral Agent). Upon
receipt of such confirmation, the Trustee shall instruct the Custodial Agent or Securities
Registrar to increase the principal amount of the Note held by the Custodial Agent in an amount
equal to the reduced principal amount by an endorsement made by the Custodial Agent or Securities
Registrar on such Note to reflect such increase.



     (e) In the event that a Note is transferred to the Collateral Account pursuant to
Section 6.03(b)(i) of the Collateral Agreement (a “Subjected Note”) in connection with the exchange
of Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities as provided in
Section 6.03 of the Collateral Agreement, such transfer shall be evidenced by an endorsement by the
Collateral Agent or the Securities Registrar on the Note held by the Collateral Agent reflecting an
increase in the principal amount of such Note equal in amount to the principal amount of such
Subjected Note. The Collateral Agent shall confirm any such increased principal amount by faxing
or otherwise delivering a photocopy of such endorsement made on the Note evidencing such increased
principal amount to the Trustee at the facsimile number or address of the Trustee provided for
notices to the Trustee in the Collateral Agreement (or at such other facsimile number or address as
the Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Trustee
shall instruct the Custodial Agent or the Securities Registrar to decrease the principal amount of
the Note held by the Custodial Agent in an amount equal to the increased principal amount by an
endorsement made by the Collateral Agent or Securities Registrar on such Note to reflect such
decrease.




			
	Section 3.5	 	Interest.





     (a) Each Note will bear interest as provided in the form of Notes set forth in Section 6.1.



     (b) The Company shall have the right to (and shall, if so directed by the Federal Reserve)
defer the payment of interest on the Notes, as provided in Section 3.11 of the Indenture, for one
or more Extension Periods extending to not later than 14 consecutive semi-annual Interest Payment
Dates (or the equivalent aggregate period of time if interest periods are not at the time semi-annual) after the
commencement of such Extension Period. The Trustee shall give notice of the Company’s election to
begin or extend any Extension Period to the Holders of the Outstanding Notes in the form of a
notice thereof as shall have been prepared by the Company and furnished to the Trustee. The
restrictions on the Company’s rights to declare or pay dividends or make distributions on, or
redeem, purchase, acquire or make a liquidation payment with



Supplemental Indenture




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respect to any shares of its capital stock, to make payments on Parity Securities and on any
of its debt securities that rank junior to the Notes or guarantees that rank junior to the
Guarantee set forth in Section 3.11 or 10.7 of the Indenture shall be subject to the exceptions set
forth in Section 6.1.




     (c) If on the Stock Purchase Date the Company has not paid in cash all interest accrued on the
Notes and there is a Failed Remarketing, the Company will pay the Issuer Trust such deferred
interest on the Stock Purchase Date in subordinated notes that have a principal amount equal to the
aggregate amount of deferred interest as of the Stock Purchase Date, mature on the later of
December 10, 2016 and five years after commencement of the related Extension Period, bear interest
at a rate per annum equal to the rate of interest originally in effect on the Notes (subject to
deferral on the same basis as the Notes), are subordinate and rank junior in right of payment and
upon liquidation to the Company’s obligations to the holders of Senior and Subordinated Debt of the
Company on the same basis as the Notes and are redeemable by the Company at any time or from time
to time prior to their stated maturity at a redemption price equal to the principal amount thereof
plus any accrued and unpaid interest to the date of redemption; provided that the Company shall
register such subordinated notes under the Securities Act prior to the delivery thereof to the
Property Trustee unless they may be so delivered pursuant to an exemption from registration
thereunder.




			
	Section 3.6	 	Redemption of the Notes.





     (a) The Notes shall not be subject to the right of redemption specified in Section 11.7 of the
Indenture.



     (b) The Company may from time to time redeem the Notes, in whole or in part, at any date on or
after December 10, 2016, at a redemption price equal to 100% of the principal amount thereof plus
accrued and unpaid interest, including deferred interest (if any), to the date of redemption, in
accordance with Article XI of the Indenture; provided that the Company may not redeem the Notes in
part if the principal amount has been accelerated and such acceleration has not been rescinded or
unless all accrued and unpaid interest has been paid in full on all outstanding Notes for all
Interest Periods terminating on or before the Redemption Date. In connection with a Remarketing,
the Company may change the date after which it may redeem Notes to a later date or change the
redemption price in accordance with ARTICLE IV.



     (c) Prior to the Stock Purchase Date, the Company may redeem all, but not less than all, of
the Notes upon the occurrence of a Capital Treatment Event, Investment Company Event, Rating Agency
Event or Tax Event. After the Stock Purchase Date and prior to December 10, 2016, the Company may
also redeem all, but not less than all of the Notes upon the occurrence of a Capital Treatment
Event, Investment Company Event or Tax Event. The redemption price for the Notes redeemed pursuant
to this Section 3.6(c) will be 100% of the principal amount of Notes to be redeemed, plus accrued
and unpaid interest through the date of redemption, in the case of any redemption in connection
with a Capital Treatment Event or Investment Company Event, and the greater of 100% of the
principal amount Notes to be redeemed and the applicable Make-Whole Amount, plus accrued and unpaid
interest through the date of redemption, in the case of any redemption in connection with a Rating
Agency Event or Tax Event.



     (d) The Notes are not entitled to any sinking fund payments.




			
	Section 3.7	 	Events of Default.





     (a) Clause (1) of Section 5.1 of the Indenture (as amended pursuant to the Second Supplemental
Indenture, dated May 25, 2007, between the Company and the Trustee) shall not apply to the Notes.
The following event is hereby designated as an Event of Default with respect to the Notes pursuant
to clause (6) of Section 5.1 of the Indenture:



Supplemental Indenture




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     (i) a default in the payment of any interest on the Notes, including Additional
Interest, when it becomes due and payable, and the continuance of such default for a period
of 30 days (subject to the deferral of any due date in the case of an Extension Period) or,
if later, the conclusion of a period consisting of 14 or more consecutive semi-annual
Interest Periods (or the equivalent aggregate period of time, in the event that Interest
Periods are other than semi-annual), commencing with the semi-annual period (or quarter)
following the earliest semi-annual period (or quarter) for which interest (including
interest deferred pursuant to Section 2.5) has not been paid in full;



     (b) For the avoidance of doubt, and without prejudice to any other remedies that may be
available to the Trustee, the Holders of the Notes or the holders of the Preferred Securities under
the Indenture, no breach by the Company of any other covenant or obligation under the Indenture or
the terms of the Notes shall be an Event of Default with respect to the Notes.



     (c) So long as any Notes are held by or on behalf of the Issuer Trust, the Trustee shall
provide to the holders of the Normal APEX, Trust Common Securities and Capital APEX such notices as
it shall from time to time provide under Section 6.1 of the Indenture. In addition, the Trustee
shall provide to the holders of the Normal APEX, Trust Common Securities and Capital APEX notice of
any Event of Default or event that, with the giving of notice or lapse of time, or both, would
become an Event of Default with respect to the Notes within 30 days after the actual knowledge of a
Responsible Officer of the Trustee of such Event of Default or other event.




			
	Section 3.8	 	Securities Registrar; Paying Agent; Delegation of Trustee Duties.





     (a) The Company appoints Wilmington Trust Company, as Securities Registrar and Paying Agent
with respect to the Notes for so long as it shall act as Collateral Agent and Custodial Agent and
is the Holder of the Notes in any of such capacities.



     (b) Notwithstanding any provision contained herein, to the extent permitted by applicable law,
the Trustee may delegate its duty to provide such notices and to perform such other duties as may
be required to be provided or performed by the Trustee under the Indenture and this Supplemental
Indenture, and, to the extent such obligation has been so delegated, the Trustee shall not be
responsible for monitoring the compliance of, nor be liable for the default or misconduct of, any
such designee.



     (c) For purposes of the Notes, Section 13.14 of the Indenture is amended by adding the
following clause at the end thereof, anything contained herein or in the Indenture to the contrary
notwithstanding:




     “provided, however, that no Paying Agent (other than the Company or any Affiliate of the Company
if it or such Affiliate acts as Paying Agent) shall be liable to any
holder of Senior and Subordinated Debt if it
shall pay over or distribute to or on behalf of Holders of Securities or the Company or any
other Person cash, property or securities to which any holder of Senior and Subordinated Debt
shall be entitled by virtue of this Article or otherwise shall be deemed to owe any fiduciary
duty to the holders of Senior and Subordinated Debt. No Paying Agent shall be deemed to have
received any notice required pursuant to or referred to in this Article (whether or not actually
received) until the second Business Day after any such notice shall have been delivered to a
Responsible Officer of such Paying Agent at the Paying Agent Office of such Paying Agent, as
such Responsible Officer and Paying Agent Office shall be specified with respect to the series
of Securities in respect of which such Paying Agent has been appointed in accordance with
Section 3.1; and furthermore, Section 13.8 is not applicable to any Paying Agent.”



Supplemental Indenture




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	Section 3.9	 	Amendment; Supplemental Indenture





     (a) Clauses (2) and (5) of Section 9.1 of the Indenture shall not apply to the Notes.



     (b) Solely for the benefit of the holders of the Notes, Section 9.1 of the Indenture is hereby
amended to add the following subsection (10):




	 	(10)	 	to add to or change any terms of the Indenture
or the Notes to conform the terms of this Indenture or the
Notes to the description of the Notes in the Prospectus (as
defined in the Trust Agreement).





ARTICLE IV




Remarketing and Rate Reset Procedures





			
	Section 4.1	 	Obligation to Conduct Remarketing and Related Requirements.





     (a) The Company and the Property Trustee (on behalf of the Issuer Trust) shall appoint the
Remarketing Agent and enter into a Remarketing Agreement prior to the first Remarketing to effect
the Remarketing of the Notes upon the terms, conditions and other provisions provided therein and
in the Trust Agreement and the Collateral Agreement.



     (b) The Remarketing Agreement shall provide that the Company and the Remarketing Agent agree
to use commercially reasonable efforts to effect the Remarketing of the Notes (including, at the
Company’s election, the Remarketing of the Notes in the form of trust preferred securities) as
described in this ARTICLE IV, and in connection therewith, the Remarketing Agent will use its
commercially reasonable efforts to obtain a price for all the Remarketed Notes that results in
proceeds, net of any remarketing fee, of at least 100% of their aggregate Remarketing Value. If in
the judgment of counsel to the Company or the Remarketing Agent it is necessary for a registration
statement covering the Notes to have been filed and have become effective under the Securities Act
in order to effect the Remarketing, then the Company shall (i) use commercially reasonable efforts
to ensure that a registration statement covering the full principal amount of Notes to be
remarketed shall have become effective in a form that will enable the Remarketing Agent to rely on
it in connection with the Remarketing or (ii) effect such Remarketing pursuant to Rule 144A (if
available) under the Securities Act or another available exemption from the registration
requirements under the Securities Act.



     (c) On any day other than the last day of a Remarketing Period, the Company shall have the
right, in its absolute discretion and without prior notice to the Holders, to postpone the
Remarketing until the following Business Day.



     (d) If a Remarketing Disruption Event has occurred and is continuing as of the last day of a
Remarketing Period for a proposed Remarketing Settlement Date in November 2012, February 2013, May
2013, or August 2013 and no Early Settlement Event has occurred, the Company may elect not to
attempt a Remarketing on that day. The consequence of that election will be that the Remarketing
for the related Remarketing Period will not be Successful and the Company will be obligated to use
its commercially reasonable efforts to effect the Remarketing Period in the next succeeding
February, May, August or November, as applicable.



Supplemental Indenture





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Section 4.2 Company Decisions in Connection with Remarketing.




          In connection with Remarketings, the Company shall have the right hereunder, subject to
Section 4.3(a), without the consent of any Holder of the Notes, to change certain terms of the
Notes as provided below in this Section 4.2. By not later than the 21st day prior to
the first day of each Remarketing Period, the Company will specify the following information or
decisions in a notice to the Remarketing Agent, the Collateral Agent, the Custodial Agent, the
Property Trustee (on behalf of the Issuer Trust) and the Trustee (clauses (a) through (f) applying
only if the Remarketing is Successful and clause (g) applying only in the case of a Failed
Remarketing):




     (a) whether the Stated Maturity Date will remain at December 10, 2043 or will be changed to an
earlier date (specifying such date if applicable); provided that the Stated Maturity Date may not
be changed to a date earlier than the First Optional Redemption Date;



     (b) whether to change the date after which the Notes will be redeemable at the Company’s
option and the redemption price or prices; provided that no redemption date for the Notes may be
earlier than the First Optional Redemption Date; provided, further, that no redemption price may be
less than the principal plus accrued and unpaid interest (including Additional Interest) on the
Notes;



     (c) whether, in connection with an Early Remarketing that is not the first scheduled
Remarketing, the Company is exercising its right under Section 8.2 to cause the subordination
provisions in the Indenture to cease to apply to the Notes, if the Remarketing is Successful, from
and after the Remarketing Settlement Date and if so, whether it also elects that the Notes shall no
longer be subject to the interest deferral provisions of Section 3.11 of the Indenture;



     (d) whether the Notes will be remarketed in the form of New Trust Preferred Securities;



     (e) whether the Notes will be remarketed as fixed rate notes or floating rate notes;



     (f) if the Notes will be remarketed as floating rate notes, the applicable index (which must
be a Qualified Floating Rate) and the interest payment dates and manner of calculation of interest
on the Notes, which the Company may change to correspond with the market conventions applicable to
notes bearing interest at rates based on the applicable index; provided the rate is a Qualified
Floating Rate and



     (g) whether following a Failed Remarketing:




     (i) the Stated Maturity Date will remain at December 10, 2043 or will be changed to an
earlier date, which date shall not be earlier than the First Optional Redemption Date
(specifying such date if applicable); and




     (ii) the date after which the Notes will be redeemable at the Company’s option will be
changed (which date shall not be earlier than the First Optional Redemption Date) and the
redemption price or prices.



          Any such elections made by the Company pursuant to clauses (a) through (f) shall, upon
successful completion of a Remarketing, automatically apply and come into effect in respect of the
Notes as of the Remarketing Settlement Date and any such elections made by the Company pursuant to
clause (g) in connection with a Failed Remarketing shall come into effect in respect of the Notes
upon the announcement by the Company that the Final Remarketing is a Failed Remarketing.




Supplemental
Indenture




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Section 4.3 Reset of Interest Rate in Connection with Remarketings and Related Changes in Terms.




     (a) As part of and in connection with each Remarketing, the Remarketing Agent shall determine
the Reset Rate or Reset Spread on the Notes, subject to Section 4.3(b) through (e), pursuant to the
Remarketing Agreement and in accordance with the other provisions of this ARTICLE IV, that will
apply to all Notes (whether or not sold in the Remarketing) if such Remarketing is Successful for
each Interest Period or portion thereof commencing on or after such Remarketing Settlement Date,
subject to the following provisions and limitations:




     (i) in connection with a Remarketing that is not a Final Remarketing, (A) if the Notes
are remarketed as fixed rate notes, the Reset Rate may not exceed the Fixed Rate Reset Cap
and (B) if the Notes are remarketed as floating rate notes, the Reset Spread may not exceed
the Floating Rate Reset Cap;




     (ii) the interest rate on the Notes may not at any time be less than 0% per annum; and




     (iii) if (A) the interest rate on the Notes is not a fixed rate or a Qualified Floating
Rate, (B) interest on the Notes is not unconditionally payable at intervals of no more than
one year through the remaining term of the Notes, or (C) the redemption price of the Notes
is not their principal amount (disregarding a customary call premium that is fixed or
objectively determinable based on a qualified floating rate), then the Company shall have
received a written opinion of Jones Day or other nationally recognized tax counsel
experienced in such matters to the effect that the discussion contained in the Prospectus
under the heading “Certain U.S. Federal Income Tax Consequences” is materially correct,
taking into account all of the terms of the Notes following the Remarketing.



     (b) If the Remarketing has been determined to be Successful in accordance with Section 4.5(a),
by approximately 4:30 P.M., New York City time, on the date of such Successful Remarketing, the
Remarketing Agent shall notify the Company, the Collateral Agent, the Custodial Agent, the Property
Trustee (on behalf of the Issuer Trust) and the Trustee that the Remarketing was Successful and the
Reset Rate or Reset Spread determined as part of such Remarketing in accordance with this ARTICLE
IV.



     (c) If a Remarketing is Successful, then commencing with the related Remarketing Settlement
Date the interest rate on the Notes shall be reset to the rate, determined in accordance with this
ARTICLE IV pursuant to such Remarketing and the other changes, if any, in the terms of the Notes as
notified by the Company pursuant to Section 4.2, shall become effective in accordance with this
ARTICLE IV.



     (d) If a Remarketing other than the Final Remarketing is not Successful:




     (i) no Notes will be sold in such Remarketing;




     (ii) the interest rate will remain unchanged unless and until it is reset pursuant to a
subsequent Remarketing in accordance with this ARTICLE IV;




     (iii) the other changes, if any, in the terms of the Notes, as notified by the Company
pursuant to Section 4.2(a) through (f), shall not become effective; and




     (iv) the Company and the Remarketing Agent shall attempt another Remarketing during the
next Remarketing Period.



Supplemental
Indenture




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     (e) Upon the occurrence of a Failed Remarketing:




     (i) no Notes will be sold in such Remarketing and no further attempts at Remarketing
shall be made;




     (ii) the interest rate will remain unchanged and the Notes will continue to bear
interest at the interest rate otherwise in effect, payable on the dates set forth in the
Notes, subject to Section 3.5(b);




     (iii) the other changes, if any, in the terms of the Notes as notified by the Company
pursuant to clauses (a) through (f) of the second sentence of Section 4.2, shall not become
effective;




     (iv) the Stated Maturity Date and early redemption date for the Notes will change in
accordance with clause (g) of the second sentence of Section 4.2, as applicable;




     (v) in the case of Notes corresponding to Normal APEX and Trust Common Securities, such
Notes will be applied in satisfaction of the Issuer Trust’s obligations under Stock Purchase
Contracts in accordance with the Collateral Agreement; and




     (vi) in the case of Notes corresponding to Capital APEX, such Notes will be returned to
the Custodial Agent in accordance with the Collateral Agreement.



Section 4.4 Early Remarketing.




          If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Periods
shall be the five Business Day periods commencing on the seventh Business Day prior to the next
Remarketing Settlement Date that is at least 30 days after the occurrence of such Early Settlement
Event, and concluding with the earlier to occur of the fifth such date and a Successful
Remarketing; provided that in the case of an Early Settlement Event of the type described in clause
(v) of the definition of such term, there shall be only one Remarketing Period and the Reset Rate
or Reset Spread shall not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as the
case may be, and if the Remarketing conducted on such date is not Successful, it shall be a Failed
Remarketing and the Stock Purchase Date shall be the next succeeding March 10, June 10, September
10 or December 10 (or if such day is not a Business Day, the next Business Day).




Section 4.5 Company Announcements.




          (a) If by 4:00 P.M., New York City time, on any Business Day during a Remarketing Period the
Remarketing Agent has found buyers for all of the Notes offered in the Remarketing in accordance
with this ARTICLE IV, a “Successful” Remarketing shall be deemed to have occurred. In the event of
a Successful Remarketing, the Company shall issue a press release through Bloomberg Business News
or other reasonable means of distribution stating that such Remarketing was Successful and
specifying the Reset Rate or Reset Spread and shall post such information on its website on the
World Wide Web.




          (b) If, by 4:00 P.M., New York City time, on the last day of any Remarketing Period the
Remarketing Agent is unable to find buyers for all of the Notes offered in such Remarketing,
including any Remarketing that would qualify as a Final Remarketing, in accordance with this
ARTICLE IV, an “Unsuccessful” Remarketing shall be deemed to have occurred. In the event of an
Unsuccessful Remarketing, the Company shall issue a press release through PR Newswire, Bloomberg
Business News or other reasonable means of distribution stating that such Remarketing was an
Unsuccessful Remarketing, and publish such information on its website on the World Wide Web.




Supplemental
Indenture




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     (c) If on any Business Day during a Remarketing Period other than the last day thereof the
Company has determined to postpone the Remarketing until the next Business Day, the Company shall
issue a press release through Bloomberg Business News or other reasonable means of distribution
stating that such Remarketing has been postponed and shall post such information on its website on
the World Wide Web.



Section 4.6 Supplemental Indenture.




          Notwithstanding any provision of the Indenture to the contrary, the Company and the Trustee
may enter into a supplemental indenture without the consent of any Holder of the Notes to reflect
any modifications to the terms of the Notes pursuant to the terms of this ARTICLE IV and to provide
for the exchange of the Notes for Notes in the form reflecting such modifications and adopted
pursuant to such supplemental indenture.




ARTICLE V




Expenses




Section 5.1 Expenses.




          In connection with the offering, sale and issuance of the Notes to the Issuer Trust on behalf
of the Issuer Trust and in connection with the sale of the Trust Securities by the Issuer Trust,
the Company, in its capacity as borrower with respect to the Notes, shall:




     (a) pay all costs and expenses relating to the offering, sale and issuance of the Notes,
including commissions to the underwriters payable pursuant to the Underwriting Agreement and
compensation of the Trustee under this Supplemental Indenture in accordance with the provisions of
this Supplemental Indenture; and



     (b) be responsible for and shall pay all debts and obligations (except for any amounts owed to
Holders of the APEX in their respective capacities as Holders) and all costs and expenses of the
Issuer Trust (including, but not limited to, costs and expenses relating to the organization,
maintenance and dissolution of the Issuer Trust), the offering, sale and issuance of the Trust
Securities (including commissions to the underwriters in connection therewith), the fees and
expenses (including reasonable counsel fees and expenses) of the Property Trustee, the Delaware
Trustee, the Administrative Trustees, the Securities Registrar, and the Paying Agent, the costs and
expenses relating to the operation of the Issuer Trust, including, without limitation, costs and
expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and costs and expenses
incurred in connection with the acquisition, financing, and disposition of Issuer Trust assets and
the enforcement by the Property Trustee of the rights of the Holders of the Notes.



          The Company’s obligations under this Section 5.1 shall be for the benefit of, and shall be
enforceable by, any person to whom such debts, obligations and costs are owed (a “Creditor”)
whether or not such Creditor has received notice hereof. Any such Creditor may enforce the
Company’s obligations under this Section 5.1 directly against the Company and the Company
irrevocably waives any right or remedy to require that any such Creditor take any action against
the Issuer Trust or any other Person before proceeding against the Company. The Company agrees to
execute such additional agreements as may be necessary or desirable in order to give full effect to
the provisions of this Section 5.1.




Supplemental
Indenture




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ARTICLE VI




Form of Note




Section 6.1 Form of Notes.




          The Notes are to be substantially in the following form and shall bear any legend required by
Section 2.4 of the Indenture:




THESE NOTES ARE NOT DEPOSITS OR OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FDIC OR ANY OTHER
GOVERNMENTAL AGENCY.




	 	 	 	 	 
	No.

	 	 	 	Principal Amount:
	 

	 	 	 	 
	Issue Date: January 30, 2008	 	 






National City Corporation




Remarketable 8.729% Junior Subordinated Note Due 2043




          National City Corporation, a corporation organized and existing under the laws of
Delaware (hereinafter called the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to
                    , or registered assigns, the principal sum of                      Dollars on December
10, 2043 or such earlier date as may be specified by the Company following a Remarketing (such date
is hereinafter referred to as the “Stated Maturity Date”). The Company further promises to pay
interest on said principal sum from January 30, 2008, or from the most recent interest payment date
(each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for
(subject to deferral as set forth herein), semi-annually in arrears on June 10 and December 10 of
each year, commencing June 10, 2008, and on the Stock Purchase Date in the event of a Failed
Remarketing if not otherwise an Interest Payment Date, at the rate of 8.729% per annum (or after
the Remarketing Settlement Date at such rate per annum as may be established in the Remarketing),
until the principal hereof shall have become due and payable, plus Additional Interest, if any,
until the principal hereof is paid or duly provided for or made available for payment. The amount
of interest payable for any period less than a full Interest Period shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which
interest is payable on this Note is not a Business Day, then a payment of the interest payable on
such date will be made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), in each case with the same force and effect as if
made on the date the payment was originally payable. A “Business Day” shall mean any day other
than a Saturday, Sunday, or any other day on which banking institutions and trust companies in New
York, New York, Cleveland, Ohio or Wilmington, Delaware, are permitted or required by any
applicable law to close. The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the date that is the last
day of the month immediately preceding the month in which such Interest Payment Date falls (whether
or not a Business Day). Any such interest installment not so punctually paid or duly provided for
shall 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 Note (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 Notes not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities




Supplemental
Indenture



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exchange on which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.




          If the principal amount hereof or any portion of such principal amount is not paid when due
(whether upon acceleration, upon the date set for payment of the Redemption Price or upon the
Stated Maturity Date) or if interest due hereon (or any portion of such interest), is not paid when
due, then in each such case the overdue amount shall, to the extent permitted by law and to the
extent not paid in Additional Subordinated Notes, bear interest at the rate then borne by this Note
for the applicable Interest Period, compounded at the end of such Interest Period, which interest
shall accrue from the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such interest shall be
payable as set forth in the Indenture.




          The Company shall have the right at any time during the term of this Note to defer payment of
interest on this Note, at any time or from time to time, for up to 14 consecutive semi-annual
Interest Periods (or an equivalent aggregate period of time, if the Interest Periods are not then
semi-annual) with respect to each deferral period (each, an “Extension Period”), during which
Extension Periods the Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and
unpaid (together with Additional Interest thereon to the extent permitted by applicable law);
provided that no Extension Period shall extend beyond the Stated Maturity of the principal of this
Note; provided, further, that during any such Extension Period, the Company shall not, and shall
not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the
Company’s capital stock, (ii) make any payment of principal of or interest or premium, if any, on
or repay, repurchase or redeem any debt securities of the Company that rank or make any payments
under any guarantee that ranks, upon liquidation, pari passu with the Notes (including this Note
and any other Securities issued under the Indenture, “Parity Securities”) or any debt security of
the Company that ranks junior to the Note or (iii) make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any Subsidiary of the Company that by their
terms rank junior in interest to this Note (other than (a) dividends or distributions in shares of
Common Stock; (b) any declaration of a dividend in connection with the implementation of a rights
plan or the issuance of stock under any such plan or the redemption or repurchase of any such
rights pursuant thereto; (c) payments under the Guarantee (or, if we elect to remarket the Notes in
the form of trust preferred securities, the guarantee of such trust preferred securities); (d)
purchases of Common Stock related to the issuance of Common Stock or rights under any of the
Company’s benefit plans for its directors, officers or employees; (e) any payment of current or
deferred interest on Parity Securities that is made pro rata to the amounts due on such Parity
Securities (including the Note), and any payments of principal of or deferred interest on Parity
Securities that, if not made, would cause the Company to breach the terms of the instrument
governing such Parity Securities; or (f) payments of interest on Parity Securities (including the
Notes) in additional Parity Securities (including any Additional Subordinated Notes, as defined
below) and any repurchase of Parity Securities (including the Note) in exchange for preferred stock
(including the Preferred Stock), in each case in connection with a Failed Remarketing or similar
event). Prior to the termination of any such Extension Period, the Company may further extend the
interest payment period, provided that no Extension Period shall exceed 14 consecutive semi-annual
Interest Periods or extend beyond the Stated Maturity of the principal of this Note. Upon the
termination of any such Extension Period and upon the payment of all accrued and unpaid interest
then due, the Company may elect to begin a new Extension Period, subject to the above requirements.
Subject to the last sentence of this paragraph, no interest shall be due and payable during an
Extension Period except at the end thereof. The Company shall give the Trustee, the Property
Trustee, the Administrative Trustees and the Paying Agent notice of its election to begin or extend
any Extension Period at least five Business Days prior to the earlier of (i) the date on
which
distributions on the Normal APEX and Capital APEX would have been payable but for the election to
begin or extend such





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Indenture



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Extension Period and (ii) the date the Administrative Trustees are required to give notice to
any securities exchange or to the holders of the Normal APEX and Capital APEX of the Regular or
Special Record Date or the date such distributions are payable, but in any event not less than five
Business Days prior to such Regular or Special Record Date. The Trustee or its designee shall give
notice of the Company’s election to begin or extend any Extension Period to the Holders of the
Notes, to the Administrative Trustees and to the holders of the Capital APEX, and if such election
is made prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, to the
holders of the Normal APEX. If an Extension Period is in effect on the Stock Purchase Date and
there is a Failed Remarketing, then the Company will pay the Holder the deferred interest on the
Stock Purchase Date in junior subordinated notes (“Additional Subordinated Notes”) that (i) have a
principal amount equal to the aggregate amount of deferred interest as of the Stock Purchase Date,
(ii) mature on the later of December 10, 2016 and five years after the commencement of such
Extension Period, (iii) bear interest at a rate per annum equal to the rate of interest originally
in effect on the Notes, (iv) are subordinate and rank junior in right of payment and upon
liquidation to all of the Company’s Senior and Subordinated Debt on the same basis as the Note and (v) are
redeemable by the Company at any time prior to their stated maturity and the restrictions set forth
in the first sentence of this paragraph shall remain in effect until the Company has paid in full
all amounts outstanding under such notes.




          Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in the United States, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided that at the option of the Company payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as such address shall appear
in the Securities Register or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated by the Person entitled thereto as specified in the
Securities Register in writing not less than 10 days before the date of the interest payment.




          The indebtedness evidenced by this Note is, to the extent provided in the Indenture,
subordinate and junior in right of payment and upon liquidation to the prior payment in full of all
Senior and Subordinated Debt, and this Note is issued subject to the provisions of the Indenture
with respect thereto; provided that the Company may elect in connection with an Early Remarketing
that is not the first scheduled Remarketing (as described on the reverse hereof) at any time
effective on or after the Remarketing Settlement Date, that the indebtedness evidenced by this Note
shall cease to be subordinate and junior in right of payments to the prior payment in full of all
Senior and Subordinated Debt. Each Holder of this Note, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such actions as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof,
by his acceptance hereof, waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior and Subordinated Debt, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.





Supplemental
Indenture




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          In Witness Whereof, the Company has caused this instrument to be duly executed under
its corporate seal.




         National City Corporation



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	CHAIRMAN, VICE CHAIRMAN,

PRESIDENT OR VICE PRESIDENT	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECRETARY OR ASSISTANT SECRETARY	 	 	 	 	 	 






Certificate of Authentication




          This is one of the Securities referred to in the within mentioned Indenture.




Dated:




	 	 	 	 	 
	 	The Bank of New York Trust Company, N.A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:   	 
	 	 	Title:     	 
	 	 	 	 
	 



Supplemental
Indenture





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(FORM OF REVERSE OF NOTE)




          This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under Junior Subordinated Indenture, dated
as of November 3, 2006 (herein called the “Base Indenture”), between the Company and The Bank of
New York Trust Company, N.A. (the “Trustee”), as amended and supplemented by the First Supplemental
Indenture, dated November 3, 2006, the Second Supplemental Indenture, dated May 25, 2007, the Third
Supplemental Indenture, dated as of August 30, 2007 and the Fourth Supplemental Indenture, dated as
of January 30, 2008 (the “Fourth Supplemental Indenture”, and together with the three previous, the
“Supplemental Indentures”, and the Supplemental Indentures together with the Base Indenture, the
“Indenture”), each among the Company and The Bank of New York Trust Company, N.A., as Trustee (the
“Trustee”), 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 Trustee, the Company and the Holders of the Notes, and of the terms upon which the Notes are,
and are to be, authenticated and delivered. By terms of the Indenture, the Securities are issuable
in series that may vary as to amount, date of maturity, rate of interest, rank and in other
respects provided in the Indenture.




          All terms used in this Note that are defined in the Indenture or in the Amended and Restated
Trust Agreement, dated as of January 30, 2008 (the “Trust Agreement”), for National City Preferred
Capital Trust I among National City Corporation, as Sponsor, the Trustees named therein and the
several Holders of the Trust Securities, shall have the meanings assigned to them in the Indenture
or the Trust Agreement, as the case may be.




          The Company may at any time, at its option, on or after December 10, 2016, and subject to the
terms and conditions of Article XI of the Base Indenture and Section 3.6 of the Fourth Supplemental
Indenture, redeem this Note in whole at any time or in part from time to time, without premium or
penalty, at a redemption price equal to 100% of the principal amount hereof plus accrued and unpaid
interest including Additional Interest, if any to the Redemption Date.




          Prior to the Stock Purchase Date, the Company may redeem all, but not less than all, of the
Notes upon the occurrence of a Capital Treatment Event, Investment Company Event, Rating Agency
Event or Tax Event. After the Stock Purchase Date and prior to December 10, 2016, the Company may
also redeem all, but not less than all of the Notes upon the occurrence of an Capital Treatment
Event, Investment Company Event or Tax Event. The redemption price for the Notes redeemed pursuant
to this paragraph will be 100% of the principal amount of Notes to be redeemed, plus accrued and
unpaid interest through the date of redemption, in the case of any redemption in connection with a
Capital Treatment Event or Investment Company Event, and the greater of 100% of the principal
amount Notes to be redeemed and the applicable Make-Whole Amount, plus accrued and unpaid interest
through the date of redemption, in the case of any redemption in connection with a Rating Agency
Event or Tax Event.




          No sinking fund is provided for the Notes.




          This Note shall be remarketed as provided in the Indenture. In connection therewith, the
Company may change the Stated Maturity Date, the date after which this Note may be redeemed in
whole or in part prior to the Stated Maturity Date at the option of the Company, the rate of
interest payable on this Note, the Interest Payment Dates, the manner of calculating interest on
this Note and certain other provisions of the Notes, all as set forth in the Indenture and without
the consent of any Holder of this Note.




          The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Note upon compliance by the Company with certain conditions set forth in the Indenture.




Supplemental
Indenture




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          The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee at any time to enter into a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations of the Company and of the Holders of the Notes,
with the consent of the Holders of not less than a majority in principal amount of the Outstanding
Notes to be affected by such supplemental indenture. The Indenture also contains provisions
permitting Holders of specified percentages in principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company 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 Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note 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 Note.




          As provided in and subject to the provisions of the Indenture, if an Event of Default with
respect to the Notes at the time Outstanding occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may
declare the entire principal amount and all accrued but unpaid interest of all the Notes to be due
and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), provided that, in the case of Notes issued to and held by National City Preferred Capital
Trust I, or any trustee thereof or agent therefor, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Notes fails to declare the
entire principal and all accrued but unpaid interest of all the Notes to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the Capital APEX and the
Normal APEX (if such declaration occurs prior to the Stock Purchase Date or, if earlier, the
Remarketing Settlement Date) shall have and may exercise such right by a notice given in writing to
the Company and the Trustee. Upon any such declaration, such amount of the principal of and the
accrued but unpaid interest on all the Notes shall become immediately due and payable, provided
that the payment of principal and interest on the Notes shall remain subordinated to the extent
provided in Article XIII of the Base Indenture except to the extent otherwise determined in
connection with an Early Remarketing. Upon payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and interest (including Additional
Interest), if any, on this Note shall terminate.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Securities Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained under Section 10.2 of
the Base Indenture duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.




     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee shall treat the Person in whose name this Note is
registered as



Supplemental
Indenture




-22-









 





the owner hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.




          The Notes are issuable only in registered form without coupons in minimum denominations of
$1,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested by the Holder
surrendering the same.




          The Company and, by its acceptance of this Note or a beneficial interest therein, the Holder
of, and any Person that acquires a beneficial interest in, this Note agree to treat for United
States Federal income tax purposes (i) the Notes as indebtedness of the Company, and (ii) the
stated interest on the Notes as ordinary interest income that is includible in the Holder’s or
beneficial owner’s gross income at the time the interest is paid or accrued in accordance with the
Holder’s or beneficial owner’s regular method of tax accounting, and otherwise to treat the Notes
as described under “Certain U.S. Federal Income Tax Consequences — Taxation of the Junior
Subordinated Notes” in the Prospectus, except in each case to the extent a different treatment is
specifically required by the Internal Revenue Servise pursuant to a final determination.




          The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York.




     This is one of the Securities referred to in the within mentioned Indenture.



Assignment




FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:




	 
	 


	 

	 


	 

	 








(Insert assignee’s social security or tax identification number)




	 
	 


	 

	 


	 

	 








(Insert address and zip code of assignee)



agent to transfer this Note on the books of the Securities Registrar. The agent may substitute
another to act for him or her.




	 	 	 
	Dated:

	 	Signature:






Signature Guarantee:




(Sign exactly as your name appears on the other side of this Note)




Supplemental Indenture




-23-









 





          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Securities Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




ARTICLE VII




Original Issue of Notes




Section 7.1 Original Issue of Notes.




          Notes in the aggregate principal amount of $500,100,000 may, upon execution of this
Supplemental Indenture, be executed by the Company and delivered to the Trustee or an
Authenticating Agent for authentication, and the Trustee or an Authenticating Agent shall thereupon
authenticate and deliver said Notes in accordance with a Company Order. Subject to the maximum
aggregate principal amount of Notes specified in Section 3.1, from time to time after the execution
of this Supplemental Indenture as described in and provided in the Prospectus, additional Notes
having the same terms (provided that such Notes, if issued on or after the first Interest Payment
Date, shall bear interest from the most recent Interest Payment Date) may be executed by the
Company and delivered to the Trustee or an Authenticating Agent for authentication, and the Trustee
or an Authenticating Agent shall thereupon authenticate and deliver said Notes in accordance with a
Company Order. Any such Notes shall become part of the same series of Notes originally issued
hereunder.




Section 7.2 Calculation of Original Issue Discount.




          If during any calendar year any original issue discount shall have accrued on the Notes, the
Company shall file with each Paying Agent (including the Trustee if it is a Paying Agent) promptly
at the end of each calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the
end of such year and (ii) such other specific information relating to such original issue discount
as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.




ARTICLE VIII




Subordination




	 	 	 
	Section 8.1

	 	Subordination.
	 
	 	 
	          The subordination provisions of Article XIII of the Indenture shall apply.
	 
	 	 
	Section 8.2

	 	Company Election to End Subordination.






          The Company may elect, at any time effective on or after the Remarketing Settlement Date in
connection with an Early Remarketing of the Notes that is not the first scheduled Remarketing, that
its obligations under the Notes shall cease to be subordinated obligations, in which case the
provisions of Article XIII of the Indenture and, if the Company so elects, Section 3.11 of the
Indenture, shall thereafter no



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Indenture




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longer apply to the Notes. The Company shall give the Trustee and each Paying Agent notice of
any such election not later than the effective time, and shall promptly issue a press release
through Bloomberg Business News or other reasonable means of distribution.




Section 8.3 Compliance with Federal Reserve Rules.




          The Company shall not incur any additional indebtedness for borrowed money that ranks pari
passu with or junior to the Notes (if then subject to Article XIII of the Indenture), except in
compliance with applicable regulations and guidelines of the Federal Reserve.




Section 8.4 Extension of Rights, Privileges, etc.




          Anything contained herein or in the Indenture to the contrary notwithstanding, the rights,
privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and each agent, custodian and other Person employed to act
hereunder.




ARTICLE IX




Miscellaneous




	 	 	 
	Section 9.1

	 	Effectiveness.
	 
	 	 
	          This Supplemental Indenture will become effective upon its execution and delivery.
	 
	 	 
	Section 9.2

	 	Successors and Assigns.






          All covenants and agreements in the Indenture, as supplemented and amended by this
Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed
or not.




Section 9.3 Further Assurances.




          The Company will, at its own cost and expense, execute and deliver any documents or
agreements, and take any other actions that the Trustee or its counsel may from time to time
request in order to assure the Trustee of the benefits of the rights granted to the Trustee under
the Indenture, as supplemented and amended by this Supplemental Indenture.




Section 9.4 Effect of Recitals.




          The recitals contained herein and in the Notes, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Notes or the proceeds thereof.




Section 9.5 Ratification of Indenture.




          The Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.



Supplemental
Indenture




-25-









 





Section 9.6 Governing Law.




          This Supplemental Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York.




* * * *




          This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.




Supplemental
Indenture




-26-









 





          In Witness Whereof, the parties hereto have caused this Supplemental Indenture to be
duly executed as of the day and year first above written.




	 	 	 	 	 
	 	National City Corporation

 	 
	 	By:  	/s/ Thomas
A. Richlovsky   
 	 
	 	 	Name:  Thomas
A. Richlovsky	 
	 	 	Title:    Senior Vice President and
Treasurer	 
	 
	 	 	The Bank of New York Trust Company, N.A.,

as Trustee

 	 
	 	By:  	/s/ L.
Garcia   
 	 
	 	 	Name:  L. Garcia	 
	 	 	Title:    Vice President	 
	 




Supplemental
Indenture