EX-4.10



 





Exhibit
4.10


CERTIFICATE
OF DESIGNATIONS


OF


NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E,

WITHOUT PAR VALUE


OF


NATIONAL CITY CORPORATION




 






Pursuant to Section 151(g) of the

General Corporation Law

of the State of Delaware




 






          National City Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of
Sections 103 and 151 thereof, Does Hereby Certify:




          First: The Amended and Restated Certificate of Incorporation of the Corporation
authorizes the issuance of 5,000,000 shares of preferred stock, without par value, of the
Corporation (“Preferred Stock”) in one or more series, and authorizes the Board of Directors to fix
by resolution or resolutions the designation of each series of Preferred Stock and the voting and
other powers, designations, preferences and relative, participating, optional or other rights, and
the qualifications, limitations or restrictions thereof.




          Second: The Pricing Committee (the “Committee”) of the Board of Directors of the
Corporation (the “Board of Directors”), in accordance with the resolutions of the Board of
Directors dated October 22, 2007 and the unanimous written consent of the Board of Directors
effective as of January 16, 2008, the provisions of the Amended and Restated Certificate of
Incorporation, as amended, the First Restatement of By-laws of the Corporation and applicable law,
adopted the following resolution as of January 23, 2008 creating a series of 5,751 shares of
Preferred Stock of the Corporation designated as “Non-Cumulative Perpetual Preferred Stock, Series
E”.




          Resolved, that pursuant to the authority vested in the Committee and in accordance
with the resolutions of the Board of Directors dated October 22, 2007 and the unanimous written
consent of the Board of Directors effective as of January 16, 2008, the provisions of the Amended
and Restated Certificate of Incorporation, the First Restatement of By-laws of the Corporation and
applicable law, a series of Preferred Stock, no par value, of the Corporation be and hereby is
created, and that the designation and number of shares of such series, and the voting and other
powers, designations, preferences and relative, participating, optional or other rights, and the
qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:




Rights and Preferences




     (a) Designation of Series and Number of Shares. The shares of such series of
Preferred Stock shall be designated “Non-Cumulative Perpetual Preferred Stock, Series E”



 









 





(“Series E Preferred Stock”), and the authorized number of shares that shall constitute such
series shall be 5,751 shares, without par value, which may be decreased (but not below the number
of shares of Series E Preferred Stock then outstanding) from time to time by resolution of the
Board of Directors by a certificate executed and acknowledged by the corporation and filed with the
Secretary of State of the State of Delaware. Shares of outstanding Series E Preferred Stock that
are redeemed, purchased or otherwise acquired by the Corporation, or converted into another series
of Preferred Stock, shall be cancelled and shall revert to authorized but unissued shares of
Preferred Stock undesignated as to series.




     (b) Definitions. As used herein with respect to the Series E Preferred Stock:



     (i) “Board of Directors” means the board of directors of the Corporation.



     (ii) “By-laws” means the First Restatement of By-laws of the Corporation, as may be amended
from time to time.



     (iii) “Business Day” means 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.



     (iv) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation
and serving as such agent at such time. The Corporation may terminate any such appointment and may
appoint a successor agent at any time and from time to time; provided that the Corporation shall
use its best efforts to ensure that there is at all relevant times when the Series E Preferred
Stock is outstanding a person or entity appointed and serving as such agent. The Calculation Agent
may be a person or entity affiliated with the Corporation.



     (v) “Certificate of Designations” means this Certificate of Designations relating to the
Series E Preferred Stock, as it may be amended from time to time.



     (vi) “Certificate of Incorporation” means the Amended and Restated Certificate of
Incorporation of the Corporation, as may be amended from time to time, and shall include this
Certificate of Designations.



     (vii) “Common Stock” means the common stock, par value $4.00 per share, of the Corporation.



     (viii) “Dividend Determination Date” means the second London Banking Day immediately preceding
the first day of the relevant Dividend Period.



     (ix) “Dividend Payment Date” has the meaning specified in Section 3(a).



     (x) “Dividend Parity Stock” has the meaning specified in Section 3(b).



     (xi) “Dividend Period” has the meaning specified in Section 3(a).



     (xii) “Dividend Record Date” has the meaning specified in Section 3(a).



 - 2 - 









 





     (xiii) “Excluded Class” means any class or series of Preferred Stock with a liquidation
preference that is less than $100,000 per share, unless the Certificate of Incorporation requires
such class or series of Preferred Stock to vote in proportion to their respective liquidation
preferences when voting together with the Series E Preferred Stock as a single class.



     (xiv) “Junior Stock” means the Common Stock and any other class or series of stock of the
Corporation (other than the Series E Preferred Stock) that ranks junior to the Series E Preferred
Stock either or both as to the payment of dividends and/or as to the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.



     (xv) “Liquidation Parity Stock” means any class or series of stock of the Corporation (other
than the Series E Preferred Stock) that ranks equally with the Series E Preferred Stock in the
distribution of assets on any liquidation, dissolution or winding up of the Corporation.



     (xvi) “London Banking Day” means any day on which commercial banks are open for general
business (including dealings in deposits in U.S. dollars) in London, England.



     (xvii) “Normal APEX” means the 12.000% Fixed-to-Floating Rate Normal APEX (liquidation amount
$1,000 per security) issued by the Trust and fully and unconditionally guaranteed by the
Corporation.



     (xviii) “Preferred Stock” means any and all series of Preferred Stock, having no par value, of
the Corporation, including the Series E Preferred Stock.



     (xix) “Preferred Stock Directors” has the meaning specified in Section 6(b).



     (xx) “Reuters Screen LIBOR01” means the display designated on the Reuters 3000 Xtra (or such
other page as may replace that page on that service or such other service as may be nominated by
the British Bankers’ Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).



     (xxi) “Series D Preferred Stock” means the Preferred Stock of the Corporation designated as
the “Series D Non-Voting Convertible Preferred Stock Without Par Value”.



     (xxii) “Series E Preferred Stock Liquidation Amount” has the meaning specified in Section
4(a).



     (xxiii) “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated
as of January 30, 2008, between the Corporation and The Bank of New York Trust Company, N.A. as
Property Trustee (acting on behalf of the Trust)



     (xxiv) “Stock Purchase Contracts” means the Stock Purchase Contracts issued pursuant to the
Stock Purchase Contract Agreement.



     (xxv) “Three-Month LIBOR”, with respect to any Dividend Period beginning on or after the later
of December 10, 2012 and the Stock Purchase Date (as defined in the Stock Purchase Contract
Agreement), the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a
three-month period commencing on the first day of that Dividend Period that appears on



 - 3 - 









 







Reuters Screen LIBOR01 as of 11:00 A.M. (London time) on the Dividend Determination Date for
that Dividend Period. If that rate does not appear on Reuters Screen LIBOR01, Three-Month LIBOR
shall be determined on the basis of the rates at which deposits in U.S. dollars for a three-month
period commencing on the first day of that Dividend Period and in a principal amount of not less
than $1,000,000 are offered to prime banks in the London interbank market by four major banks in
that market selected by the Calculation Agent at approximately 11:00 A.M. (London time) on the
Dividend Determination Date for that Dividend Period. The Calculation Agent shall request the
principal London office of each of these banks to provide a quotation of its rate. If at least two
such quotations are provided, Three-Month LIBOR with respect to such Dividend Period shall be the
arithmetic mean (rounded upward if necessary to the nearest 0.00001 of 1%) of such quotations. If
fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period
shall be the arithmetic mean (rounded upward if necessary to the nearest 0.00001 of 1%) of the
rates quoted by three major banks in New York City selected by the Calculation Agent at
approximately 11:00 A.M., New York City time, on the first day of that Dividend Period for loans in
U.S. dollars to leading European banks for a three-month period commencing on the first day of that
Dividend Period, and in a principal amount of not less than $1,000,000. However, if fewer than
three banks selected by the Calculation Agent to provide quotations are quoting as described in the
immediately preceding sentence, Three-Month LIBOR for that Dividend Period shall be the same as
Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first
Dividend Period, the most recent Three-Month LIBOR that could have been determined in accordance
with the first sentence of this definition had the Preferred Stock been outstanding.



     (xxvi) “Total Liquidation Amount” has the meaning specified in Section 4(a).



     (xxvii) “Trust” means National City Preferred Capital Trust I.



     (xxviii) “Voting Parity Stock” means any and all classes or series of the Corporation’s stock
(other than the Series E Preferred Stock), whether bearing dividends on a non-cumulative or
cumulative basis but otherwise ranking on a parity with the Series E Preferred Stock as to the
payment of dividends, and having voting rights equivalent to those described in Section 6(b).



     (c) Dividends.



     (i) Rate. Dividends on shares of Series E Preferred Stock will not be mandatory.
Holders of the Series E Preferred Stock, in preference to the holders of Common Stock and of any
other shares of stock ranking junior to the Series E Preferred Stock as to payment of dividends,
shall be entitled to receive, only when, as and if declared by the Board of Directors or a duly
authorized committee of the Board of Directors out of funds legally available therefor, cash
dividends at the rate determined as set forth below in this Section 3 applied to the Series E
Preferred Stock Liquidation Amount. These dividends shall be payable in arrears (as provided below
in this Section 3(a)), but only when, as and if declared by the Board of Directors or a duly
authorized committee of the Board of Directors, (a) if the Series E Preferred Stock is issued prior
to December 10, 2012, on June 10 and December 10 of each year (commencing on the first such date to
occur after the initial issuance of the Series E Preferred Stock) until December 10, 2012, and (b)
thereafter, on March 10, June 10, September 10 and December 10 of each year (each a “Dividend
Payment Date”); provided that if any such Dividend Payment Date on or after



 - 4 - 









 







December 10, 2012 would otherwise occur on a day that is not a Business Day, such Dividend
Payment Date shall instead be (and any dividend payable on the Series E Preferred Stock on such
Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day. If a
Dividend Payment Date before December 10, 2012 is not a Business Day, the applicable dividend shall
be paid on the first Business Day following that day without adjustment. Dividends on the Series E
Preferred Stock shall not be cumulative; holders of Series E Preferred Stock shall not be entitled
to receive any dividends not declared by the Board of Directors or a duly authorized committee of
the Board of Directors and no interest, or sum of money or other property in lieu of interest,
shall be payable in respect of any dividend not so declared.



          Dividends that are payable on the Series E Preferred Stock on any Dividend Payment Date will
be payable to holders of record of the Series E Preferred Stock as they appear on the stock
register maintained by the transfer agent and registrar for the Series E Preferred Stock on the
applicable record date, which shall be such date fixed by the Board of Directors (or a duly
authorized committee of the Board of Directors) in advance of such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record
Date whether or not such day is a Business Day; provided that the holders of record of the Series E
Preferred Stock shall be the holders of record at the close of the immediately preceding Business
Day.




          Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment
Date (other than the initial Dividend Period, which shall commence on and include the date of
original issue of the Series E Preferred Stock) and shall end on and include the calendar day
immediately preceding the next Dividend Payment Date. Dividends payable on each share of the
Series E Preferred Stock in respect of a Dividend Period shall be computed by the Calculation Agent
(i) if shares of Series E Preferred Stock are issued prior to December 10, 2012, on the basis of a
360-day year consisting of twelve-30 day months until the Dividend Payment Date in December 2012
and (ii) thereafter, for each Dividend Period, by multiplying the per annum dividend rate in effect
for that Dividend Period by a fraction, the numerator of which will be the actual number of days in
that Dividend Period and the denominator of which will be 360. Dividends payable in respect of a
Dividend Period shall be payable in arrears - i.e., on the first Dividend Payment Date after such
Dividend Period.




          The dividend rate on the Series E Preferred Stock, for each Dividend Period, shall be (a) if
the shares of Series E Preferred Stock are issued prior to December 10, 2012, a rate per annum
equal to 12.000% until the Dividend Payment Date in December 2012, and (b) thereafter, a rate per
annum that will be reset quarterly and shall be equal to Three-Month LIBOR for such Dividend Period
plus 8.610%.




          The Calculation Agent’s determination of any dividend rate, and its calculation of the amount
of dividends for any Dividend Period, will be maintained on file at the Corporation’s principal
offices and will be available to any shareholder upon request and will be final and binding in the
absence of manifest error.




          Holders of the Series E Preferred Stock shall not be entitled to any dividends, whether
payable in cash, securities or other property, other than dividends (if any) declared and payable
on the Series E Preferred Stock as specified in this Section 3.




 - 5 - 









 








     (ii) Priority of Dividends. So long as any shares of Series E Preferred Stock remain
outstanding, no dividend whatsoever shall be declared or paid on the Common Stock or other Junior
Stock, other than a dividend payable solely in shares of Junior Stock, and neither the Corporation
nor any of its subsidiaries may purchase, redeem or otherwise acquire for consideration (other than
as a result of reclassification of Junior Stock for or into other Junior Stock, or the exchange or
conversion of one share of Junior Stock for or into another share of Junior Stock and other than
through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior
Stock), and the Corporation will not pay to or make available any monies for a sinking fund for the
redemption of, any Common Stock or any other Junior Stock unless (a) the full dividends for the
most-recently completed Dividend Period on all outstanding shares of Series E Preferred Stock shall
have been paid, or declared and funds set aside therefor, and (b) the Corporation is not in default
on its obligation to redeem any shares of Series E Preferred Stock that have been called for
redemption. However, the foregoing provisions shall not restrict the ability of any affiliate of
the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course
of business.



          On any Dividend Payment Date for which full dividends are not paid, or declared and funds set
aside therefor, upon the Preferred Stock and other classes or series of capital stock designated as
ranking on a parity with the Series E Preferred Stock as to payment of dividends (“Dividend Parity
Stock”), all dividends paid or declared for payment on that Dividend Payment Date with respect to
the Series E Preferred Stock and the Dividend Parity Stock shall be shared:





	 	•	 	first ratably by the holders of any shares of such other series of Dividend Parity
Stock who have the right to receive dividends with respect to Dividend Periods prior to
the then-current Dividend Period, in proportion to the respective amounts of the
undeclared and unpaid dividends relating to prior Dividend Periods; and






	 	•	 	thereafter by the holders of the shares of Series E Preferred Stock and the Dividend
Parity Stock on a pro rata basis.





          Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be
determined by the Board of Directors or a duly authorized committee of the Board of Directors may
be declared and paid on the Common Stock and any other stock that is Dividend Parity Stock or that
ranks junior to the Series E Preferred Stock, from time to time out of any funds legally available
for such payment, and the Series E Preferred Stock shall not be entitled to participate in any such
dividends.




          Any class or series of preferred stock hereafter authorized and issued at any time by the
Corporation that is entitled to receive dividends when, as and if declared by the Board of
Directors or a duly authorized committee of the Board of Directors shall not have, for any period
when any shares of Series E Preferred Stock are outstanding, any dividend payment date that is not
also a Dividend Payment Date of the Series E Preferred Stock.




          The Series E Preferred Stock shall rank on a parity with the Series D Preferred Stock with
respect to the payment of dividends.




 - 6 - 









 








     (d) Liquidation Rights.



     (i) Voluntary or Involuntary Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of
Series E Preferred Stock shall be entitled to receive an amount per share (the “Total Liquidation
Amount”) equal to the fixed liquidation preference of $100,000 per share (the “Series E Preferred
Stock Liquidation Amount”), plus any declared but unpaid dividends including, if applicable, a pro
rata portion of any declared and unpaid dividends for the then-current Dividend Period to the date
of liquidation, without regard to any undeclared dividends. Holders of the Series E Preferred
Stock will be entitled to receive the Total Liquidation Amount out of the assets of the Corporation
that are available for distribution to shareholders of capital stock ranking on a parity on
liquidation to the Series E Preferred Stock, after payment or provision for payment of the
Corporation’s debts and other liabilities but before any distribution of assets is made to holders
of Common Stock or any other shares ranking, as to such distribution, junior to the Series E
Preferred Stock.



          The Series E Preferred Stock ranks on a parity with the Series D Preferred Stock as to
distributions of assets upon any liquidation, dissolution or winding-up of the Corporation.




     (ii) Partial Payment. If the Corporation’s assets are not sufficient to pay the Total
Liquidation Amount in full to all holders of Series E Preferred Stock and to pay the aggregate
liquidation amount to all holders of any shares of the Corporation’s Liquidation Parity Stock, the
amounts paid to the holders of Series E Preferred Stock and to the such other shares of Liquidation
Parity Stock shall be paid pro rata in accordance with the respective aggregate Total Liquidation
Amount and the aggregate liquidation amount of any such outstanding shares of Liquidation Parity
Stock. If the Total Liquidation Amount per share of Series E Preferred Stock has been paid in full
to all holders of Series E Preferred Stock and the liquidation amount of all other shares of
Liquidation Parity Stock has been paid in full, the holders of Common Stock or any other shares
ranking, as to such distribution, junior to the Series E Preferred Stock will be entitled to
receive remaining assets of the Corporation according to their respective rights and preferences.



     (iii) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this
Section 4, neither the sale, conveyance, exchange or transfer of all or substantially all of the
Corporation’s property and assets, nor the consolidation or merger by the Corporation with or into
any other corporation or by another corporation with or into the Corporation, shall constitute a
liquidation, dissolution or winding up of the Corporation’s affairs.



     (e) Redemption.



     (i) Optional Redemption. The Series E Preferred Stock may not be redeemed by the
Corporation prior to the later of December 10, 2012 and the date of original issue of the Series E
Preferred Stock. On that date or on any date after that date, the Series E Preferred Stock may be
redeemed, in whole or in part, at the option of the Corporation. Any such redemption will be at a
cash redemption price of $100,000 per share, plus any declared and unpaid dividends, without regard
to any undeclared dividends. The redemption price for any shares of Series E Preferred Stock shall
be payable on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid



 - 7 - 









 







dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for
a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the
redemption date, but rather shall be paid to the holder of record of the redeemed shares on such
Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.



     (ii) No Sinking Fund or Redemption by Holders. The Series E Preferred Stock will not
be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of
Series E Preferred Stock have no right to require the redemption or repurchase of the Series E
Preferred Stock.



     (iii) Notice of Redemption. Notice of every redemption by the Corporation of Series E
Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of
record of the Series E Preferred Stock to be redeemed at their respective last addresses appearing
on the books of the Corporation not less than 30 days and not more than 60 days before the date of
redemption; provided that the Series E Preferred Stock may be redeemed on the date the notice of
redemption is delivered to holders of record of the shares if (1) each holder of Normal APEX shall
have received notice of such redemption on or prior to the date of issuance of the Series E
Preferred Stock and (2) each holder of record of the shares on the date the Series E Preferred
Stock is issued shall have received notice, not less 30 days and not more than 60 days before such
date, of the Corporation’s intention to redeem the Series E Preferred Stock on the date of its
issuance (provided that if the Series E Preferred Stock, or any depositary shares representing
interests in the Series E Preferred Stock, are issued in book-entry form through The Depository
Trust Company or any other similar facility, notice of redemption may be given to the holders of
Series E Preferred Stock at such time and in any manner permitted by such facility). Any notice
mailed or otherwise given as provided in this subsection shall be conclusively presumed to have
been duly given, whether or not the holder receives such notice, and failure duly to give such
notice by mail, or any defect in such notice or in the mailing or provision thereof, to any holder
of Series E Preferred Stock designated for redemption shall not affect the validity of the
proceedings for the redemption of any other shares of Series E Preferred Stock.



     Each such notice given to a holder shall state:





	 	•	 	the redemption date;
	 
	 	•	 	the number of shares of Series E Preferred Stock to be redeemed and, if less than
all the shares held by such holder are to be redeemed, the number of such shares to be
redeemed from such holder;
	 
	 	•	 	the redemption price; and
	 
	 	•	 	the place or places where the shares are to be redeemed.





     (iv) Partial Redemption. In case of any redemption of only part of the shares of
Series E Preferred Stock at the time outstanding, the shares to be redeemed shall be selected
either pro rata from the holders of record of shares of Series E Preferred Stock in proportion to
the number of shares held by those holders or by lot or in such other manner as the Board of
Directors (or a duly authorized committee of the Board of Directors) may determine to be fair



 - 8 - 









 







and equitable.
Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe
the terms and conditions upon which shares of Series E Preferred Stock may be redeemed at the
Corporation’s option, from time to time. If fewer than all the shares represented by any
certificate are redeemed, a new certificate shall be issued representing the unredeemed shares
without charge to the holder thereof.



     (v) Effectiveness of Redemption. If notice of redemption of any shares of Series E
Preferred Stock has been given and if funds necessary for the redemption have been set aside by the
Corporation for the benefit of the holders of any shares of Series E Preferred Stock so called for
redemption, then, from and after the date of the redemption notice and the deposit of such funds,
those shares shall no longer be deemed outstanding and all rights of the holders of those shares
(including the right to receive any dividends) will terminate, except for the right to receive the
redemption price. Any funds unclaimed at the end of two years from the redemption date, to the
extent permitted by law, shall be released to the Corporation, after which time the holders of the
shares so called for redemption shall look only to the Corporation for payment of the redemption
price of such shares.



     (f) Voting Rights.



     (i) General. The holders of Series E Preferred Stock shall not have any voting rights
except as set forth below or as otherwise from time to time required by applicable law.



     (ii) Right To Elect Two Directors Upon Nonpayment Events. If and when the dividends
on the Series E Preferred Stock or on any other class or series of Voting Parity Stock have not
been declared and paid (i) in the case of the Series E Preferred Stock and any other class or
series of Voting Parity Stock bearing non-cumulative dividends, in full for at least six quarterly
dividend periods or their equivalents (whether or not consecutive), or (ii) in the case of Voting
Parity Stock bearing cumulative dividends, in an aggregate amount equal to full dividends for at
least six quarterly dividend periods or their equivalent (whether or not consecutive), the
authorized number of directors then constituting the Board of Directors shall automatically be
increased by two. Holders of Series E Preferred Stock, together with the holders of all other
affected classes and series of Voting Parity Stock, voting as a single class, shall be entitled to
elect the two additional members of the Board of Directors (the “Preferred Stock Directors”) at any
annual or special meeting of shareholders at which directors are to be elected or any special
meeting of the holders of the Series E Preferred Stock and any Voting Parity Stock for which
dividends have not been paid, called as provided below, but only if the election of any Preferred
Stock Directors would not cause the Corporation to violate the corporate governance requirements of
the New York Stock Exchange, Inc. (or any other exchange on which securities of the Corporation may
then be listed) that listed companies must have a majority of independent directors. In addition,
the Board of Directors shall at no time have more than two Preferred Stock Directors.



          At any time after the holders of Series E Preferred Stock have the vested power to vote for
Preferred Stock Directors, the Secretary of the Corporation may, and upon the written request of
holders of record of at least 20% of the outstanding shares of Series E Preferred Stock and Voting
Parity Stock (addressed to the Secretary of the Corporation) must, call a special meeting of the
holders of Series E Preferred Stock and Voting Parity Stock for the for the



 - 9 - 









 







election of the Preferred Stock Directors. Notice for a special meeting will be given in a similar
manner to that provided in the By-laws for a special meeting of the shareholders, which the
Corporation will provide upon request, or as required by law. If the Secretary of the Corporation
is required to call a meeting but does not do so within 20 days after receipt of any such request,
then any holder of shares of Series E Preferred Stock may (at the Corporation’s expense) call such
meeting, upon notice as provided in this section, and for that purpose will have access to the
Corporation’s stock books. The Preferred Stock Directors elected at any such special meeting shall
hold office until the next annual meeting of the shareholders unless they have been previously
terminated as described below. In case any vacancy occurs among the Preferred Stock Directors, a
successor shall be elected by the Board of Directors to serve until the next annual meeting of the
shareholders upon the nomination of the then remaining Preferred Stock Director or, if none remains
in office, by the vote of the holders of record of a majority of the voting power of the
outstanding shares of Series E Preferred Stock and all Voting Parity Stock, voting as a single
class. The Preferred Stock Directors shall each be entitled to one vote per director on any
matter.



          Whenever full dividends have been paid on the Series E Preferred Stock and any non-cumulative
Voting Parity Stock for at least one year and all dividends on any cumulative Voting Parity Stock
have been paid in full, then the right of the holders of Series E Preferred Stock to elect the
Preferred Stock Directors shall cease (but subject always to the same provisions for the vesting of
these voting rights in the case of any similar non-payment of dividends in respect of future
Dividend Periods), the terms of office of all Preferred Stock Directors will immediately terminate
and the number of directors constituting the Board of Directors shall automatically be reduced
accordingly.



          Unless the Certificate of Incorporation is amended to require different classes and series of
Preferred Stock to vote in proportion to their respective liquidation preferences when voting
together with the Series E Preferred Stock as a single class, so long as the Stock Purchase
Contracts have not been terminated or any shares of Series E Preferred Stock have been issued and
are outstanding, any class or series of Voting Parity Stock hereafter authorized and issued at any
time by the Corporation shall have a liquidation preference that is not less than $100,000 per
share.



     (iii) Other Voting Rights. So long as any shares of Series E Preferred Stock are
outstanding, in addition to any other vote or consent of shareholders required by law or by the
Certificate of Incorporation, the vote or consent of the holders of at least a majority of the
shares of Series E Preferred Stock at the time outstanding, voting separately as a single class,
given in person or by proxy, either in writing without a meeting or by vote at any meeting called
for the purpose, shall be necessary for effecting or validating:



          (A) Amendment of Certificate of Incorporation. Any amendment of the Certificate of
Incorporation to authorize, or increase the authorized amount of, any shares of any class or series
of capital stock ranking senior to the Series E Preferred Stock with respect to payment of
dividends or distribution of assets on the Corporation’s liquidation; as well as any amendment of
the Certificate of Incorporation or By-laws that would alter or change the voting powers,
preferences or special rights of the Series E Preferred Stock so as to affect them adversely;
provided that (i) the holders of the Series E Preferred Stock and each other class or series of
Preferred Stock ranking on a parity with, or junior to, the Series E Preferred Stock with



 - 10 - 









 







respect to the payment of dividends and distribution of assets on the Corporation’s liquidation
(other than the Series D Preferred Stock and any Excluded Class) shall vote together as a single
class with respect to the authorization, or increase in the authorized amount, of any class or
series of capital stock ranking senior to the Series E Preferred Stock and (ii) the amendment of
the Certificate of Incorporation so as to authorize or create, or to increase the authorized amount
of, any shares of any class or series or any securities convertible into shares of any class or
series of Dividend Parity Stock, junior stock or other capital stock of the Corporation ranking on
a parity with the Series E Preferred Stock in the distribution of assets on liquidation,
dissolution or winding-up shall not be deemed to affect adversely the voting powers, preferences or
special rights of the Series E Preferred Stock; or



          (B) Certain Mergers and Consolidations. Any merger or consolidation of the Corporation
with or into any entity other than a corporation, or any merger or consolidation of the Corporation
with or into any other corporation if the Corporation is not the surviving corporation in such
merger or consolidation and if the Series E Preferred Stock is changed in such merger or
consolidation into anything other than a class or series of preferred stock of the surviving or
resulting corporation, or a corporation controlling such corporation, having voting powers,
preferences and special rights that, if such change were effected by amendment of the Certificate
of Incorporation, would not require a vote of the holders of the Series E Preferred Stock under the
preceding paragraph.



          Each holder of Series E Preferred Stock will have one vote per share on any matter on which
holders of Series E Preferred Stock are entitled to vote, including any action by written consent.



     (iv) Changes after Provision for Redemption. No vote or consent of the holders of
Series E Preferred Stock shall be required pursuant to Section 6(b) or (c) above if, at or prior to
the time when any such vote or consent would otherwise be required pursuant to such Section, all
outstanding shares of Series E Preferred Stock shall have been redeemed, or shall have been called
for redemption upon proper notice and sufficient funds shall have been set aside for such
redemption, in each case pursuant to Section 5 above.



     (g) Record Holders. To the fullest extent permitted by applicable law, the Corporation
and the transfer agent for the Series E Preferred Stock may deem and treat the record holder of any
share of Series E Preferred Stock as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.



     (h) Notices. All notices or communications in respect of the Series E Preferred Stock
shall be sufficiently given if given in writing and delivered in person or by first class mail,
postage prepaid, or if given in such other manner as may be permitted in this Certificate of
Designations, in the Certificate of Incorporation or By-laws or by applicable law.



     (i) No Preemptive Rights. No share of Series E Preferred Stock shall have any rights
of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or
options issued or granted with respect thereto, regardless of how such securities, or such
warrants, rights or options, may be designated, issued or granted.



 - 11 - 









 





     (j) Other Rights. The shares of Series E Preferred Stock shall not have any voting
powers, preferences or relative, participating, optional or other special rights, or
qualifications, limitations or restrictions thereof, other than as set forth herein or in the
Certificate of Incorporation or as provided by applicable law.



          Resolved, that all actions taken by the officers and directors of the Corporation or
any of them in connection with the foregoing resolutions through the date hereof be, and they
hereby are, ratified and approved.




 - 12 - 









 





          In Witness Whereof, National City Corporation has caused this Certificate of
Designation to be signed by Thomas R. Richlovsky, its Vice President
and Treasurer and Carlton Langer, its Assistant Secretary, and its Corporate Seal to be
hereunder affixed this 29th day of January, 2008.




	 	 	 	 	 
	 	National City Corporation

 	 
	 	By:  	/s/ Thomas R. Richlovsky	 
	 	 	 	 
	 	 	 	 
	 





/s/ Carlton
Langer, Assistant Secretary