EX-4.2



 




Exhibit 4.2




 





SECOND SUPPLEMENTAL INDENTURE




between




NATIONAL CITY CORPORATION




and




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

as Trustee




DATED AS OF MAY 25, 2007




 






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




 





 









 





     SECOND SUPPLEMENTAL INDENTURE, dated as of May 25, 2007 (this “Supplemental
Indenture”), between NATIONAL CITY CORPORATION, a Delaware corporation (hereinafter called 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, as Trustee (the
“Trustee”).



RECITALS




     WHEREAS, the Company and the Trustee have entered into that certain Junior Subordinated
Indenture, dated as of November 3, 2006 (the “Indenture”), providing for the issuance from time to
time of Securities (as defined in the Indenture);



     WHEREAS, Section 9.1 of the Indenture provides that a supplemental indenture may be entered
into by the Company and the Trustee without the consent of any Holder of any Securities to add any
additional Events of Default for the benefit of the Holders of all or any series of Securities;



     WHEREAS, the Company desires to add an additional event of default relating to certain events
involving the Company’s principal banking subsidiary;



     WHEREAS, Section 9.1 of the Indenture provides that a supplemental indenture may be entered
into by the Company and the Trustee without the consent of any Holder of any Securities to
establish the form or terms of Securities of any series as permitted by Section 2.1 or 3.1 of the
Indenture;



     WHEREAS, pursuant to Sections 2.1 and 3.1 of the Indenture, the Company desires to provide for
the establishment of a new series of Securities under the Indenture to be known as its Series B
Income Capital Obligation NotesSM, the form and substance of such Securities and the
terms, provisions and conditions thereof to be set forth as provided in the Indenture and this
Supplemental Indenture;



     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this
Supplemental Indenture have been satisfied; and



     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to,
the Indenture have been done.



     NOW, THEREFORE, in consideration of the premises and the purchase of the Securities of the
series established by this Supplemental Indenture by the Holders thereof from time to time on or
after the date hereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all such Holders, that the Indenture is supplemented and amended, to the extent and for
the purposes expressed in Articles I through V herein, as set forth in Articles I through V below;





 




			
	SM	 	Income Capital Obligation Notes is a
service mark of Merrill Lynch & Co., Inc.




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     FURTHER, in consideration of the mutual covenants and agreements set forth herein, the
Indenture is supplemented and amended, to the extent set forth in Article VI, for the benefit of
Holders of all series of Securities, as set forth in Article VI below.



ARTICLE I




DEFINITIONS




     Section 1.1. For all purposes of this Supplemental Indenture, except as otherwise expressly
provided or unless the context otherwise requires, (i) references to any Article, Section or
subdivision hereof are references to an Article, Section or other subdivision of this Supplemental
Indenture and (ii) capitalized terms not otherwise defined herein shall have the meanings set forth
in the Indenture.



     Section 1.2. In addition, the following terms used in this Supplemental Indenture have the
following respective meanings:



     “Additional Interest” means the interest, if any, that shall accrue on any interest on
the ICONs the payment of which has not been made on the applicable Interest Payment Date and which
shall accrue at the rate per annum specified or determined as specified in the ICONs from the
applicable Interest Payment Date.



     “Alternative Payment Mechanism” has the meaning specified in Section 2.1(h).



     “APM Maximum Obligation” has the meaning set forth in Section 2.1(h)(vi).



     “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in The City of New York are authorized or required by law or executive order
to remain closed or (iii) a day on which the Corporate Trust Office of the Property Trustee under
the Trust Agreement or of the Trustee is closed for business.



     “Calculation Agent” means The Bank of New York Trust Company, N.A., or any other firm
appointed by the Company, acting as calculation agent for the ICONs.



     “Common Stock” means the common stock of the Company, par value $4.00 per share.



     “Company” has the meaning set forth in the first paragraph hereof.



     “Current Stock Market Price” of the Common Stock on any date shall mean (a) the
closing sale price per share (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid and the average ask
prices) on that date as reported in composite transactions by the New York Stock Exchange or, if
the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal
U.S. securities exchange or The Nasdaq Global Select Market on which the Common Stock is traded or
quoted, (b) if the Common Stock is not either listed on any U.S. securities exchange or quoted on
The Nasdaq Global Select Market on the relevant date, the last quoted bid



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price for the Common Stock in any other securities market or in the over-the-counter market on
the relevant date as reported by the National Quotation Bureau or similar organization, or (c) if
the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for
the Common Stock on the relevant date from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.



     “Debt Exchangeable for Equity” has the meaning assigned to such term in the
Replacement Capital Covenant.



     “Deferred Interest” means as of any particular time, accrued interest that was not
paid on the applicable Interest Payment Date or at any time thereafter and that has not been
cancelled pursuant to Section 2.1(m).



     “Dissolution Event” means that, as a result of the occurrence and continuation of a
Special Event with respect to the Trust, the Trust is to be dissolved in accordance with the Trust
Agreement.



     “Eligible Equity” means Qualified Warrants or shares of the Company’s Common Stock
(including treasury shares, employee stock purchase plan and shares of Common Stock sold pursuant
to the Company’s dividend reinvestment plan and employee benefit plans).



     “Federal Reserve” means the Board of Governors of the Federal Reserve System or its
delegees.



     “Fifth Deferral Anniversary” means the date which is five (5) years after the date of
commencement of an Optional Deferral Period, if on such date such Optional Deferral Period has not
ended.



     “Final Maturity Date” has the meaning set forth in Sections 2.1(d)(iii).



     “Guarantee” has the meaning set forth in Section 2.1(a).



     “ICONs” has the meaning set forth in Section 2.1(a).



     “Indenture” has the meaning set forth in the first paragraph of the Recitals hereof.



     “Interest Payment Date” means a Quarterly Interest Payment Date or a Monthly Interest
Payment Date, as the case may be.



     “Interest Period” means the period from and including any Interest Payment Date (or,
in case of the first Interest Payment Date, May 25, 2007) to but excluding the next Interest
Payment Date.



     “Investment Company Event” means the receipt by the Company and the Trust of an
opinion of an independent counsel experienced in matters relating to investment companies (which
opinion shall not have been rescinded), to the effect that, as a result of any change (including
any announced proposed change) in the laws or any regulations, or interpretation or application of
such laws or regulations by any legislative body, court, governmental agency or



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regulatory authority that is announced after the initial issuance of the capital securities
being issued by the Trust, there is more than an insubstantial risk that the Trust is or will be
considered an “investment company” that is required to be registered under the Investment Company
Act of 1940.



     “Mandatorily Convertible Preferred Stock” has the meaning assigned to such term in the
Replacement Capital Covenant.



     “Market Disruption Event” means the occurrence or existence of any of the following
events or sets of circumstances:




     (1) (a) in connection with any proposed sale of Common Stock or Qualified Warrants for
the purpose of paying Deferred Interest on the ICONs, the Company would be required to
obtain the consent or approval of its shareholders or a regulatory body (including, without
limitation, any securities exchange or market, but excluding the Federal Reserve) or
governmental authority to issue or sell shares of its Common Stock, and the Company fails to
obtain such consent or approval notwithstanding the Company’s commercially reasonable
efforts to obtain such consent or approval;




     (b) in connection with any proposed sale of Qualifying Securities for the purpose of
repaying principal on the ICONs, the Company would be required to obtain the consent or
approval of its shareholders or a regulatory body (including, without limitation, any
securities exchange or market) or governmental authority to issue or sell such Qualifying
Securities, and the Company fails to obtain such consent or approval notwithstanding the
Company’s commercially reasonable efforts to obtain such consent or approval (including,
without limitation, failing to obtain approval for such issuance if required from the
Federal Reserve after having given notice to the Federal Reserve as required pursuant to
Section 2.1(i)(iv));




     (2) trading in securities generally on the principal exchange or market on which the
Company’s securities are listed and traded shall have been suspended or materially disrupted
or minimum prices shall have been established on any such exchange or market by the
Commission, by the relevant exchange or any other regulatory body or governmental authority
having jurisdiction (other than with respect to applicable listing requirements, if any) and
the establishment of such minimum prices materially disrupts or otherwise has a material
adverse effect on the trading or issuance of the Company’s securities;




     (3) an event occurs and is continuing as a result of which the offering document for
such offer and sale of the Company’s Common Stock would, in the reasonable judgment of the
Company, 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) the disclosure of that event at such time, in the reasonable judgment of the
Company, would have a material adverse affect on the Company’s business or (ii) the
disclosure relates to a previously undisclosed proposed or pending material development or
business transaction, and the Company has a bona fide business reason for keeping the same
confidential or the disclosure of which would impede the



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Company’s ability to consummate such transaction, provided that no single suspension
period contemplated by this paragraph (3) may exceed 90 consecutive days and multiple
suspension periods contemplated by this paragraph (3) may not exceed an aggregate of 180
days in any 360-day period;




     (4) the Company reasonably believes that the offering document for such offer and sale
of its Common Stock would not be in compliance with a rule or regulation of the Commission
(for reasons other than those referred to in paragraph (3) above) and the Company is unable
to comply with such rule or regulation or such compliance is impracticable, provided that no
single suspension contemplated by this paragraph (4) may exceed 90 consecutive days and
multiple suspension periods contemplated by this paragraph (4) may not exceed an aggregate
of 180 days in any 360-day period;




     (5) there is a material adverse change in general domestic or international economic,
political or financial conditions, including, without limitation, as a result of terrorist
activities, or the effect of international conditions on the financial markets in the United
States, such as to make it impossible to proceed with the offer and sale of the Company’s
Common Stock;




     (6) a material disruption shall have occurred in commercial banking or securities
settlement or clearing services in the United States; or




     (7) a banking moratorium shall have been declared by United States federal or state
authorities.



     “Market Disruption Event Notice” has the meaning set forth in Section 2.1(i)(i).



     “Monthly Interest Payment Date” has the meaning set forth in Section 2.1(e).



     “New Equity Amount” means, as of any date, (i) the net cash proceeds (after
underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to
the issuances), plus (ii) the fair market value of property, other than cash, received by the
Company or any of its subsidiaries during the 180-day period immediately prior to such date, from
one or more sales to Persons other than the Company’s subsidiaries of (A) the Company’s Common
Stock, including treasury shares and shares of Common Stock sold pursuant to the Company’s dividend
reinvestment plan, employee stock purchase plan and employee benefit plans and (B) the Company’s
Qualified Warrants that the Company sells at its sole discretion.



     “One-Month LIBOR” means, with respect to any Interest Period beginning on or after the
Scheduled Maturity Date, the rate (expressed as a percentage per annum) for deposits in U.S.
dollars for a one-month period commencing on the first day of that monthly interest period that
appears on the Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the LIBOR Determination
Date for that Interest Period. If such rate does not appear on Reuters Screen LIBOR01, One-Month
LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a
one-month period commencing on the first day of that Interest 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 the London interbank market selected by the Calculation Agent (after consultation with the
Company), at approximately 11:00 a.m., London time on the LIBOR



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Determination Date for that Interest Period. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its rate. If at least two such
quotations are provided, One-Month LIBOR with respect to that Interest Period will be the
arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such
quotations. If fewer than two quotations are provided, One-Month LIBOR with respect to that
Interest Period will be the arithmetic mean (rounded upward if necessary to the nearest whole
multiple of 0.00001%) 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
Interest Period for loans in U.S. dollars to leading European banks for a one-month period
commencing on the first day of that Interest 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 above, One-Month LIBOR for that Interest Period will be the
same as One-Month LIBOR as determined for the previous Interest Period or, in the case of the
Interest Period commencing on the Scheduled Maturity Date, 6.625%. The establishment of one-month
LIBOR for each Interest Period commencing on or after the Scheduled Maturity Date by the
Calculation Agent shall (in the absence of manifest error) be final and binding. For purposes of
this definition, “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; “LIBOR
Determination Date” means the second London banking day immediately preceding the first day of
the relevant Interest Period; “Reuters Screen LIBOR01"‘ means the display designated as
Reuters Screen LIBOR01 (or such other page as may replace the LIBOR01 Screen 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).



     “Optional Deferral Period” means each period beginning on an Interest Payment Date
with respect to which the Company elects pursuant to Section 2.1(g) to defer all or part of any
interest payment payable on such date and ending on the earlier of (a) the tenth anniversary of
such Interest Payment Date and (b) the next Interest Payment Date on which the Company has paid all
Deferred Interest (including Additional Interest thereon).



     “Pari Passu Securities” means (a) indebtedness that, among other things, (1) qualifies
as, or is issued to financing vehicles issuing securities that qualify as, Tier 1 capital of the
Company at the time of issuance under the capital guidelines of the Federal Reserve and (2) by its
terms ranks equally with the ICONs in right of payment or upon liquidation; and (b) guarantees of
indebtedness described in clause (a) or securities issued by one or more financing vehicles
described in clause (a). “Pari Passu Securities” does not include the Company’s junior subordinated
debentures or guarantees issued in connection with the outstanding trust preferred securities
issued by Banc Services Corp. Statutory Trust I, Forbes First Financial Statutory Trust I, National
City Capital Trust II, Fidelity Capital Trust II and Fidelity Capital Trust III and in connection
with any future issuances or assumptions by the Company as a result of mergers, acquisitions or
otherwise of any obligations under any traditional trust preferred securities, each of which will
rank senior to the capital securities being issued by the Trust.



     “Qualifying Capital Securities” has the meaning assigned to such term in the
Replacement Capital Covenant.



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     “Qualifying Securities” means Common Stock and rights to acquire Common Stock,
Qualifying Non-Cumulative Perpetual Preferred Stock, Mandatorily Convertible Preferred Stock, Debt
Exchangeable for Equity and Qualifying Capital Securities.



     “Qualified Warrants” means any Common Stock warrants that (a) have an exercise price
per share greater than the then Current Stock Market Price of the Company’s Common Stock on the
date of issuance and (b) the Company is not entitled to redeem for cash and that does not provide
the holders thereof with any right to require the Company to repurchase such warrants for cash
under any circumstances.



     “Quarterly Interest Payment Date” has the meaning set forth in Section 2.1(e).



     “Regular Record Date” for the interest payable on any Interest Payment Date with
respect to the ICONs means (i) in the case of ICONs represented by one or more Global Securities,
the Business Day preceding such Interest Payment Date and (ii) in the case of ICONs not represented
by one or more Global Securities, the date which is the fifteenth day preceding such Interest
Payment Date (whether or not a Business Day).



     “Regulatory Capital Event” means the reasonable determination by the Company that, as
a result of: (1) any amendment to, or change (including any prospective change) in, the laws or any
applicable regulation of the United States or any political subdivision that is enacted or becomes
effective after the initial issuance of the capital securities being issued by the Trust; or (2)
any official or administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which is effective or announced on or after the initial issuance
of the capital securities being issued by the Trust, there is more than an insubstantial risk of
impairment of the Company’s ability to treat such capital securities (or any substantial portion
thereof) as Tier 1 capital (or its then equivalent) for purposes of the capital adequacy guidelines
of the Federal Reserve.



     “Repayment Date” means the Scheduled Maturity Date and each Monthly Interest Payment
Date thereafter until the Company shall have repaid or redeemed all of the ICONs.



     “Replacement Capital Covenant” means the Replacement Capital Covenant, dated as of May
25, 2007, of the Company, as the same may be amended or supplemented from time to time in
accordance with the provisions hereof and thereof.



     “Share Cap Amount” has the meaning specified in Section 2.1(h)(iii).



     “Scheduled Maturity Date” has the meaning set forth in Section 2.1(d)(i).



     “Special Event” means a Tax Event, a Regulatory Capital Event or an Investment Company
Event.



     “Supervisory Event” means an event that shall commence upon the date on which the
Company has given notice to the Federal Reserve of its intention both (1) to sell shares of its
Common Stock and (2) to apply the net proceeds from such sale to pay Deferred Interest (including
Additional Interest thereon), and the Federal Reserve has disapproved either of these actions. A
Supervisory Event shall cease on the Business Day following the earlier to occur of



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(A) the Tenth Deferral Anniversary or (B) the day on which the Federal Reserve notifies the
Company in writing that it no longer disapproves of the Company’s intention both (1) to sell Common
Stock and (2) to apply the net proceeds from such sale to pay Deferred Interest (including
Additional Interest thereon); provided, however, that after the termination of a Supervisory Event,
if the Federal Reserve shall at any time prior to the Tenth Deferral Anniversary disapprove of the
Company (1) selling Common Stock and (2) applying the net proceeds from such sale to pay Deferred
Interest (including Additional Interest thereon), a Supervisory Event shall recommence.




     “Supervisory Event Notice” has the meaning set forth in Section 2.1(i)(ii).



     “Supplemental Indenture” has the meaning set forth in the first paragraph hereof.



     “Tax Event” means the receipt by the Company or the Trust of an opinion of counsel
(which may be the Company’s counsel or counsel of an Affiliate but not an employee and must be
reasonably acceptable to the Property Trustee) experienced in tax matters stating that, as a result
of any (1) 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
affecting taxation that is enacted or becomes effective after the initial issuance of the capital
securities being issued by the Trust; or (2) interpretation or application of such laws as are
described in the immediately preceding clause (1) or regulations by any court, governmental agency
or regulatory authority that is announced after the initial issuance of such capital securities by
the Trust, there is more than an insubstantial risk that (a) the Trust is, or will be within 90
days of the date of such opinion, subject to United States federal income tax with respect to
interest received on the ICONs; (b) interest payable by the Company to the Trust on the ICONs is
not, or within 90 days of the date of such opinion will not be, deductible, in whole or in part, by
the Company, for United States federal income tax purposes; or (c) the Trust is, or will be within
90 days of the date of such opinion, subject to more than a minimal amount of other taxes, duties,
assessments or other governmental charges.



     “Tenth Deferral Anniversary” means the date which is ten (10) years after the date of
commencement of an Optional Deferral Period, if on such date such Optional Deferral Period has not
ended.



     “Trust” has the meaning set forth in Section 2.1(a).



     “Trust Agreement” has the meaning set forth in Section 2.1(a).



     “Trustee” has the meaning set forth in the first paragraph hereof.



ARTICLE II




TERMS OF SERIES OF SECURITIES




     Section 2.1. Pursuant to Sections 2.1 and 3.1 of the Indenture, there is hereby established a
series of ICONs, the terms of which shall be as follows:



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     (a) Designation. The ICONs of this series shall be known and designated as the
“Series B Income Capital Obligation Notes” of the Company (the “ICONs”). The ICONs
initially shall be issued to National City Capital Trust III, a Delaware statutory trust
(the “Trust”) governed pursuant to an Amended and Restated Trust Agreement, dated as
of May 25, 2007, among the Company, as Depositor, The Bank of New York Trust Company, N.A.,
as Property Trustee, the Bank of New York (Delaware), as Delaware Trustee, and the
Administrative Trustees named therein (the “Trust Agreement”). The Guarantee will
be issued pursuant to the Guarantee Agreement, dated as of May 25, 2007 (the
“Guarantee”), between the Company and The Bank of New York Trust Company, N.A., as
Guarantee Trustee.




     (b) Issue Price and Aggregate Principal Amount. The ICONs shall be issued at a
price of $25.00 per ICON, and the maximum aggregate principal amount of the ICONs which may
be authenticated and delivered under the Indenture and this Supplemental Indenture is
$576,000,000.00 (except for ICONs authenticated and delivered upon registration of transfer
of, or exchange for, or in lieu of, other ICONs pursuant to (i) Section 3.4, 3.5, 3.6, 9.6
or 11.6 of the Indenture or (ii) Article III of this Supplemental Indenture).




     (c) Denominations. The ICONs will be issued only in fully registered form, and
the authorized denominations of the ICONs shall be $25.00 and any integral multiple thereof.




     (d) Scheduled Maturity Date. (i) The principal amount of, and all accrued and
unpaid interest on, the ICONs shall be payable in full on May 25, 2047, or, if such a day is
not a Business Day, the following Business Day (the “Scheduled Maturity Date”);
provided that in the event the Company has delivered an Officers’ Certificate to the Trustee
pursuant to clause (vii) of this Section 2.1(d) in connection with the Scheduled Maturity
Date, (A) the principal amount of ICONs payable on the Scheduled Maturity Date, if any,
shall be the principal amount set forth in the notice of repayment accompanying such
Officers’ Certificate, (B) such principal amount of ICONs shall be repaid on the Scheduled
Maturity Date pursuant to Article III, and (C) subject to clause (ii) of this Section
2.1(d), the remaining ICONs shall remain outstanding and shall be payable on the immediately
succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed
pursuant to Section 2.1(k) or shall become due and payable pursuant to Section 5.2 of the
Indenture.




     (ii) In the event the Company has delivered an Officers’ Certificate to the
Trustee pursuant to clause (vii) of this Section 2.1(d) in connection with any
Monthly Interest Payment Date, the principal amount of ICONs payable on such Monthly
Interest Payment Date shall be the principal amount set forth in the notice of
repayment, if any, accompanying such Officers’ Certificate, such ICONs shall be
repaid on such Monthly Interest Payment Date pursuant to Article III, and the
remaining ICONs shall remain outstanding and shall be payable on the immediately
succeeding Monthly Interest Payment Date or such earlier date on which they are
redeemed pursuant to Section 2.1(k) or shall become due and payable pursuant to
Section 5.2 of the Indenture.



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     (iii) If not earlier paid pursuant to clause (i) or (ii) of this Section 2.1(d)
or redeemed, the principal of, and all accrued and unpaid interest on, all
outstanding ICONs, shall be due and payable on May 25, 2067, or if such a day is not
a Business Day, the following Business Day (the “Final Maturity Date”).




     (iv) The obligation of the Company to repay the ICONs pursuant to this Section
2.1(d) on any date prior to the Final Maturity Date shall be subject to (A) its
obligations under Article XIII of the Indenture to the holders of Senior
Indebtedness and (B) its obligations under Section 2.1(h) with respect to the
payment of Deferred Interest (including Additional Interest thereon) on the ICONs.




     (v) Until the ICONs are paid in full, the Company shall use its “commercially
reasonable efforts” (as defined in clause (vi) below), subject to a Market
Disruption Event: (A) to raise sufficient net proceeds from the issuance of
Qualifying Capital Securities during a 180-day period ending on a notice date, not
more than 15 and not less than 10 Business Days prior to the Scheduled Maturity
Date, on which the Company delivers the notice required by Section 3.1 to permit
repayment of the ICONs in full on the Scheduled Maturity Date pursuant to clause (i)
of this Section 2.1(d); and (B) if the Company is unable for any reason to raise
sufficient net proceeds from the issuance of Qualifying Capital Securities to permit
payment in full on the Scheduled Maturity Date or any subsequent Monthly Interest
Payment Date on which the Company delivers the notice required by Section 3.1, to
raise sufficient net proceeds from the issuance of Qualifying Capital Securities to
permit repayment of the ICONs in full on such date pursuant to clause (ii) of this
Section 2.1(d); and the Company shall apply any such net proceeds to the repayment
of the ICONs as provided in clause (vii) of this Section 2.1(d).




     (vi) For purposes of this Section 2.1(d), “commercially reasonable efforts” on
the Company’s part to sell Qualifying Capital Securities means commercially
reasonable efforts on the part of the Company to complete the offer and sale of
Qualifying Capital Securities to third parties other than Subsidiaries in public
offerings or private placements. The Company shall not be considered to have used
commercially reasonable efforts to effect a sale of Qualifying Capital Securities if
it determines not to pursue or complete such sale due to pricing, dividend rate,
coupon or dilution considerations.




     (vii) The Company shall, if it has not raised sufficient net proceeds from the
issuance of Qualifying Capital Securities pursuant to clause (v) above in connection
with any Repayment Date, deliver an Officers’ Certificate to the Trustee, who shall
forward such certificate to each holder of record of the ICONs no more than 15 and
no less than 10 Business Days in advance of such Repayment Date stating the amount
of net proceeds, if any, raised pursuant to clause (vi) above in connection with
such Repayment Date. The Company shall be excused from its obligation to use
commercially reasonable efforts to sell



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Qualifying Capital Securities pursuant to clause (vi) above if such Officers’
Certificate further certifies that: (A) a Market Disruption Event was existing
during the 180-day period preceding the date of such Officers’ Certificate or, in
the case of any Repayment Date after the Scheduled Maturity Date, the 30-day period
preceding the date of such Officers’ Certificate; and (B) either (1) the Market
Disruption Event continued for the entire 180-day period or 30-day period, as the
case may be, or (2) the Market Disruption Event continued for only part of the
period, but the Company was unable after commercially reasonable efforts to raise
sufficient net proceeds during the rest of that period to permit repayment of the
ICONs in full. Each Officers’ Certificate delivered pursuant to this clause (vii),
unless no principal amount of ICONs is to be repaid on the applicable Repayment
Date, shall be accompanied by a notice of repayment pursuant to Section 3.1 setting
forth the principal amount of the ICONs to be repaid on such Repayment Date, which
amount shall be determined after giving effect to this clause (vii) of this Section
2.1(d).




     (viii) Net proceeds of the issuance of any Qualifying Capital Securities that
the Company is permitted to apply to repayment of the ICONs on any Repayment Date
will be applied, first, to pay Deferred Interest (including Additional
Interest thereon) to the extent of the New Equity Amount under the Alternative
Payment Mechanism, second, to pay current interest to the extent not paid
from other sources and, third, to repay the principal of ICONs, subject to a
minimum principal amount of $5,000,000 to be repaid on any Repayment Date; provided
that if the Company is obligated to sell Qualifying Capital Securities and apply the
net proceeds to payments of principal of or interest on any outstanding securities
in addition to the ICONs, then on any date and for any period the amount of net
proceeds received by the Company from those sales and available for such payments
shall be applied to the ICONs and those other securities having the same Scheduled
Maturity Date as the ICONs pro rata in accordance with their respective outstanding
principal amounts and none of such net proceeds shall be applied to any other
securities having a later Scheduled Maturity Date until the principal of and all
accrued and unpaid interest on the ICONs has been paid in full.




     (e) Rate of Interest. The ICONs shall bear interest (i) from and including May
25, 2007 to but excluding the Scheduled Maturity Date, at an annual rate of 6.625%, computed
on the basis of a 360-day year comprised of twelve 30-day months; provided that the amount
of interest for any period shorter than a full quarterly period will be computed on the
basis of a 30-day month and, for periods of less than a month, the actual number of days
elapsed over a 360-day year, and (ii) on and after the Scheduled Maturity Date, as to any
unpaid amounts that remain outstanding, at an annual rate equal to One-Month LIBOR plus
2.1263%, until repaid as described under Article III herein, computed on the basis of a
360-day year and the actual number of days elapsed. The applicable interest rate for each
monthly interest period will be set on the last day of each calendar month, and will be set
for the first monthly interest period on May 25, 2047 (each such date, an “Interest
Reset Date”). The applicable interest rate for each monthly interest period will be
determined on the “LIBOR Determination Date.” Subject to Sections



11









 






2.1(g) and (h), interest on the ICONs shall be payable (i) quarterly in arrears on
February 25, May 25, August 25 and November 25 of each year, commencing August 25, 2007
until the Scheduled Maturity Date, or if such day is not a Business Day, the following
Business Day (each such date, a “Quarterly Interest Payment Date”), and no interest
shall accrue or be paid as a result of such postponement, and (ii) after the Scheduled
Maturity Date, monthly in arrears on the last day of each calendar month, or if such day is
not a Business Day, the following Business Day, unless such date falls on the next calendar
month, in which case such payment shall be made on the Business Day immediately preceding
the scheduled payment date (each such date, a “Monthly Interest Payment Date”).




     Interest payments on the ICONs not paid when due will themselves accrue Additional
Interest at an annual rate equal to the annual interest rate applicable to the ICONs at such
time, compounded (1) quarterly during any period prior to the Scheduled Maturity Date and
(2) monthly during any period beginning on or after the Scheduled Maturity Date, in each
case to the extent permitted by applicable law.




     (f) To Whom Interest Payable. Interest will be payable to the person in whose
name the ICONs are registered at the close of business on the Regular Record Date next
preceding the Interest Payment Date, except that, interest payable on any ICONs (i) pursuant
to their repayment in full in accordance with Article III and (ii) on the Final Maturity
Date shall be paid to the Person to whom principal is paid.




     (g) Option to Defer Interest Payments. Section 3.11 of the Indenture shall not
apply to the ICONs, which shall be governed by the following provisions.




     (i) The Company shall have the right, at any time and from time to time prior
to the Final Maturity Date of the ICONs, to defer the payment of interest thereon
for one or more Optional Deferral Periods consisting of no more than 20 consecutive
quarters, or five consecutive years, without becoming subject to the obligations to
issue Eligible Equity and pay Deferred Interest pursuant to Section 2.1(h) of this
Supplemental Indenture. The Company shall also have the right, at any time and from
time to time prior to the Final Maturity Date of the ICONs, to defer payment of
interest thereon for one or more Optional Deferral Periods consisting of no more
than a total of ten years without giving rise to an Event of Default under Section
2.1(j). During the Optional Deferral Period, any Deferred Interest on the ICONs
will accrue Additional Interest at an annual rate equal to the annual interest rate
applicable to the ICONs at such time, compounded (1) quarterly during any period
prior to the Scheduled Maturity Date and (2) monthly during any period beginning on
or after the Scheduled Maturity Date, in each case to the extent permitted by
applicable law. No interest then applicable will be due and payable on the ICONs
until the end of the Optional Deferral Period except upon a redemption of the ICONs
during a deferral period. The Company may elect to so defer payment of interest by
delivering to the Trustee written notice of such election at least 10 and not more
than 15 Business Days prior to the applicable Interest Payment Date.
Notwithstanding the foregoing, no Optional



12









 






Deferral Period shall extend beyond the Final Maturity Date or, if earlier, the
redemption or repayment in full of the ICONs.




     (ii) During any Optional Deferral Period, (1) the Company shall not declare or
pay any dividends or distributions on any of the Company’s capital stock and the
Company shall not and shall not permit any Subsidiary of the Company to redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company’s capital stock (in each case, such capital stock includes Common Stock and
the Company’s preferred stock), (2) the Company shall not make any payment of
principal of or interest or premium (if any) on, and the Company shall not and shall
not permit any Subsidiary of the Company to repay, repurchase or redeem any debt
securities of the Company that rank pari passu with or junior in interest to the
ICONs or (3) the Company shall not, and shall not permit any Subsidiary of the
Company to make any guarantee payments with respect to any guarantee by the Company
of the debt securities of any Subsidiary of the Company if such guarantee ranks pari
passu with or junior in interest to the ICONs, other than in the case of each of
clauses (1), (2) and (3): (A) any dividends or distributions in additional shares of
the Company’s capital stock (which includes Common Stock and the Company’s preferred
stock), (B) any pro rata payments of accrued and unpaid interest on the ICONs and
any other debt securities of the Company that rank pari passu with the ICONs, except
and to the extent the terms of any such debt securities would prohibit the Company
from making such pro rata payment, (C) any payments of accrued and unpaid amounts
under the Guarantee with respect to the capital securities and common securities of
the Trust and any other payments under guarantees by the Company of debt securities
of any Subsidiary of the Company that ranks pari passu with the Guarantee except and
to the extent the terms of any such debt securities would prohibit the Company from
making such pro rata payment, (D) any declaration or payment of a dividend in
connection with the implementation of a shareholders’ rights plan, or any issuance
of stock under any such plan or the redemption or repurchase of any such rights
pursuant thereto, and (E) any purchases of Common Stock related to the issuance of
Common Stock or rights under any of the Company’s benefits plans for its directors,
officers or employees.




     (iii) Upon the payment of all Deferred Interest (including any Additional
Interest thereon) then due on the ICONs (that has not been cancelled), the Company
may elect to begin a new Optional Deferral Period, which shall not extend beyond the
Final Maturity Date or, if earlier, the redemption or repayment in full of the
ICONs. At the end of 10 consecutive years of a Optional Deferral Period, the
Company shall pay, to the extent permitted by applicable law, all Deferred Interest
(including Additional Interest thereon) on the ICONs that has not been cancelled to
the Persons in whose names the ICONs are registered at the close of business on the
Regular Record Date with respect to the Interest Payment Date at the end of such
Optional Deferral Period.




     (iv) Subject to Section 2.1(h)(vi), in the case of any Optional Deferral Period
that does not terminate on or prior to the first anniversary of the



13









 






commencement of such Optional Deferral Period, the restrictions set forth in
Section 2.1(g)(ii) shall continue in effect in respect of any redemption, purchase
or repurchase, acquisition or liquidation payment of the Company’s securities that
rank pari passu with or junior in interest to the ICONs until the first anniversary
of the termination of such Optional Deferral Period, unless any such redemption or
repurchase is required by the Federal Reserve.




     (h) Alternative Payment Mechanism; Payment of Deferred Interest. (i)
Commencing on the earlier of (i) the Fifth Deferral Anniversary, and (ii) the date of any
payment of current interest on the ICONs during an Optional Deferral Period, if any Deferred
Interest (including Additional Interest thereon) is outstanding, the Company shall be
subject to the “Alternative Payment Mechanism,” pursuant to which it will continuously use
its commercially reasonable efforts to effect sales of shares of its Common Stock, including
treasury shares, in an amount that will generate sufficient net proceeds to enable the
Company to pay in full all Deferred Interest (including Additional Interest thereon) on the
ICONs then outstanding; provided that the Company shall not be obligated to make offers for
or effect sales of its Common Stock during the occurrence and continuation of a Market
Disruption Event or a Supervisory Event and will be permitted to pay Deferred Interest
(including Additional Interest thereon) using cash from any source upon the occurrence of a
Supervisory Event; and provided further that the Company shall not pay Deferred Interest in
excess of the New Equity Amount as of the date of payment of such Deferred Interest. The
Company’s obligation to use commercially reasonable efforts to sell shares of its Common
Stock to pay all Deferred Interest (including Additional Interest thereon) on the ICONs
shall resume at such time as no Market Disruption Event or Supervisory Event exists or is
continuing.




     (ii) As used in this Section 2.1(h), the term “commercially reasonable
efforts” means commercially reasonable efforts on the part of the Company to
complete the sale of shares of its Common Stock, including treasury shares, to third
parties that are not subsidiaries of the Company in public offerings and private
placements. The Company will not be considered to have used its commercially
reasonable efforts to effect a sale of stock if it determines not to pursue or
complete such sale solely due to pricing, dividend rate, coupon or dilution
considerations.




     (iii) The Company is not permitted to sell shares of Common Stock in excess of
a number of shares of Common Stock which at May 25, 2007 is equal to 100,000,000,
including treasury stock and shares of Common Stock sold pursuant to the Company’s
dividend reinvestment plan, employee stock purchase plan and employee benefit plans
(the “Share Cap Amount”), for the purpose of satisfying Section 2(h)(i) or
otherwise paying Deferred Interest (including Additional Interest thereon) on the
ICONs then outstanding. If the issued and outstanding shares of Common Stock shall
have been changed into a different number of shares or a different class by reason
of any stock split, reverse stock split, stock dividend, reclassification,
recapitalization, split-up, combination, exchange of shares or other similar
transaction, then the Share Cap Amount shall be correspondingly adjusted. The
Company shall increase the Share Cap Amount



14









 






(including through the increase of its authorized share capital, if necessary)
to an amount that would allow the Company to raise sufficient proceeds to satisfy
its obligations to pay Deferred Interest (including Additional Interest thereon) in
full at the end of the first year of an Optional Deferral Period (and on each
subsequent anniversary of the end of the first year of an Optional Deferral Period
to the extent that an Optional Deferral Period lasts more than one year), if the
then-current Share Cap Amount would not allow the Company to raise sufficient
proceeds to satisfy its obligations to pay Deferred Interest (including Additional
Interest thereon to the date) assuming a price per share equal to the average
trading price of the Company’s Common Stock over the 10-trading-day period preceding
such date; provided that the Company will not be obligated to increase the Share Cap
Amount above 300,000,000 shares. Until the Tenth Deferral Anniversary, a breach of
this provision will occur if the Company does not increase the Share Cap Amount to
an amount that is greater than 100,000,000 shares when required to do so as
described above; provided that no breach of this provision will occur if the Company
has increased the Share Cap Amount to 300,000,000 shares.




     (iv) Following the earlier of (i) the Fifth Deferral Anniversary and (ii) the
date of any payment of current interest during an Optional Deferral Period, the
Company shall apply the net proceeds received by it from sales of shares of its
Common Stock, including sales of treasury shares, as promptly as practicable
following the Company’s receipt of such proceeds, to the payment of all amounts
owing in respect of Deferred Interest (including Additional Interest thereon), with
net proceeds to be paid promptly after receipt until all amounts owing in respect of
Deferred Interest (including Additional Interest thereon) have been paid in full,
provided that the Company shall not be obligated to sell shares of its Common Stock
or apply the proceeds of sales of its Common Stock to payment of Deferred Interest
(including Additional Interest thereon) if a Market Disruption Event or a
Supervisory Event has occurred and is continuing. In the event that net proceeds
received by the Company from one or more sales of shares of its Common Stock or
Qualified Warrants following the earlier of (i) such Fifth Deferral Anniversary and
(ii) the date of any payment of current interest during an Optional Deferral Period
are not sufficient to satisfy the full amount of Deferred Interest (including
Additional Interest thereon), such net proceeds will be paid to the holders of the
ICONs on a pro rata basis; provided that, if the Company has outstanding at such
time any debt securities ranking pari passu with the ICONs under the terms of which
the Company is obligated to sell shares of its Common Stock and apply the net
proceeds to payment of deferred interest (including additional interest thereon),
then on any date and for any period the amount of net proceeds received by the
Company from such sales of Common Stock or Qualified Warrants and available for
payment of Deferred Interest (including Additional Interest thereon) shall be
applied to the ICONs and such pari passu securities on a pro rata basis, taking into
account any net proceeds from the sales of securities other than Common Stock or
Qualified Warrants that would be permitted to be applied to the payment of deferred
interest (including additional interest thereon) on any such pari passu securities.
Notwithstanding the above, the Company shall not be obligated to sell Common Stock
or to apply such net proceeds or any portion



15









 






thereof to the payment of Deferred Interest (including Additional Interest
thereon) during the occurrence and continuation of Market Disruption Event or a
Supervisory Event or to the extent that the terms of such other securities would
prohibit the Company from making any such pro rata payment.




     (v) Notwithstanding anything to the contrary in this Supplemental Indenture,
under no circumstances will the Company be obligated to sell Qualified Warrants or
to apply the proceeds of any such sale to pay any Deferred Interest (including
Additional Interest thereon) on the ICONs. Any sales of Qualified Warrants, if
made in the Company’s sole discretion, shall be subject to the APM Maximum
Obligation and the Share Cap Amount.




     (vi) Notwithstanding anything to the contrary in this Supplemental Indenture,
the Company will not be obligated to issue Common Stock prior to the Fifth Deferral
Anniversary if the gross proceeds of any issuance of Common Stock and Qualified
Warrants applied to pay Deferred Interest (including Additional Interest thereon) on
the ICONs pursuant to this Section 2.1(h), together with the gross proceeds of all
prior issuances of Common Stock and Qualified Warrants applied since the
commencement of the Optional Deferral Period, would exceed an amount equal to 2% of
the product of (1) the average of the Current Stock Market Prices of the Company’s
Common Stock on the 10 consecutive trading days ending on the fourth trading day
immediately preceding the date of issuance by the Company of Common Stock applied to
pay Deferred Interest (including Additional Interest thereon) on the ICONs pursuant
to Section 2.1(h) and (2) the total number of issued and outstanding shares of the
Company’s Common Stock as of the date of the Company’s most recent publicly
available consolidated financial statements (the “APM Maximum Obligation”).
Once the Company reaches the APM Maximum Obligation for an Optional Deferral Period,
the Company will not be obligated to issue more Common Stock or Qualified Warrants
pursuant to this Section 2.1(h) prior to the Fifth Deferral Anniversary even if the
Current Stock Market Price of the Company’s Common Stock or the number of
outstanding shares of its Common Stock subsequently increase. The APM Maximum
Obligation will cease to apply following the Fifth Deferral Anniversary, at which
point the Company must repay any Deferred Interest (including Additional Interest
thereon), regardless of the time at which it was deferred, using proceeds from sales
of the Company’s Common Stock, including treasury shares, subject to any Market
Disruption Event, Supervisory Event, and the Share Cap Amount. If the APM Maximum
Obligation has been reached during an Optional Deferral Period and the Company
subsequently repays all Deferred Interest (including Additional Interest thereon),
the APM Maximum Obligation will cease to apply at the termination of such Optional
Deferral Period and will not apply again unless and until the Company starts a new
Optional Deferral Period.




     (vii) if the Company engages in any transaction that is subject to Section 8.1
of the Indenture, where immediately after the consummation of such transaction more
than 50% of the voting stock of the Person formed by such



16









 






transaction, or the Person that is the surviving entity of such transaction, or
the Person to whom such properties and assets are conveyed, transferred or leased in
such transaction, is owned by the shareholders of the other party to such
transaction, then the restrictions of this Section 2.1(h) shall not apply to any
interest on the ICONs that is deferred and unpaid as of the date of consummation of
such transaction and, with respect to any Deferral Period that is terminated on the
next Interest Payment Date following the date of consummation of such transaction,
Section 2.1(g)(iv) shall not apply.




     (viii) To the extent that the Company applies net proceeds from the sale of
Qualified Warrants or Common Stock to pay Deferred Interest pursuant to this Section
2.1(h), the Company shall allocate such net proceeds first to deferred payments of
interests in chronological order based on the date each payment was first deferred,
subject to the Share Cap Amount and the APM Maximum Obligation.




     (i) Notices. (i) At any time during which the Company would otherwise
generally have an obligation to use commercially reasonable efforts to sell shares of its
Common Stock to pay all Deferred Interest (including Additional Interest thereon) on the
ICONs pursuant to Section 2.1(h)(i), if a Market Disruption Event has occurred and is
continuing, the Company shall give, as promptly as possible after the Company becomes aware
of such occurrence, a written notice (a “Market Disruption Event Notice”) to the
Trustee, stating that a Market Disruption Event has occurred and the date on which such
Market Disruption Event has occurred, the nature thereof. No later than five (5) Business
Days following termination of a Market Disruption Event, the Company shall give a written
notice to the Trustee stating the date on which such Market Disruption Event terminated.




     (ii) At any time during which the Company would otherwise generally have an
obligation to use commercially reasonable efforts to sell shares of its Common Stock
to pay all Deferred Interest (including Additional Interest thereon) on the ICONs
pursuant to Section 2.1(h)(i), the Company shall give, as promptly as possible
after the Company becomes aware of such occurrence, a written notice (a
“Supervisory Event Notice”) to the Trustee stating that a Supervisory Event
has occurred and the nature thereof. No later than five (5) Business Days following
termination of a Supervisory Event, the Company shall give a written notice to the
Trustee stating the date on which such Supervisory Event terminated.




     (iii) The Company shall give written notice to the Federal Reserve: (a) no
later than five (5) Business Days following commencement of an Optional Deferral
Period; and (b) upon the earlier to occur of (i) the Fifth Deferral Anniversary of
such Optional Deferral Period or (ii) the payment of current interest during an
Optional Deferral Period.




     (iv) At least 25 Business Days in advance of the relevant payment date (or such
longer period as may be required by the Federal Reserve order or by other
supervisory action) the Company shall give written notice to the Federal Reserve



17









 






of its intent both (1) to sell shares of Common Stock or, at Company’s sole
discretion, Qualified Warrants and (2) to apply the net proceeds from such sale to
pay Deferred Interest (including Additional Interest thereon), and shall only take
any such actions if the Federal Reserve does not disapprove either of such actions
within ten (10) Business Days (or such longer period as may be required by Federal
Reserve order or by other supervisory action) after the Company gives such notice to
the Federal Reserve or the Federal Reserve has withdrawn any prior disapproval.




     (j) Events of Default. (i) Solely for purposes of the ICONs, Section 5.1(1) of
the Indenture shall be deleted and replaced by the following:




     ”(1) default in the payment of interest (including Additional Interest
thereon), in full on any ICONs for a period of 30 days after the conclusion of a
period of ten consecutive years following the commencement of any Optional Deferral
Period.”




     (ii) Solely for purposes of the ICONs, the first paragraph of Section 5.2 of the
Indenture shall be deleted and replaced by the following:




     “If an Event of Default specified in Section 5.1(1) with respect to the ICONs
at the time outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of at least 25% in principal amount of the outstanding ICONs
shall have the right to declare the principal amount of, and accrued interest
(including any Additional Interest thereon) on, all the ICONs to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by
holders), provided that if the Trustee or the Holders of not less than 25% in
principal amount of the outstanding ICONs fail to declare the principal of, and
accrued interest (including any Additional Interest thereon) on, all the ICONs of
that series to be immediately due and payable, then the holders of at least 25% in
aggregate liquidation amount of the corresponding series of capital securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee; and upon any such declaration such principal amount (or specified portion
thereof) of, and the accrued interest (including any Additional Interest thereon)
on, all the ICONs shall become immediately due and payable. Payment of principal
and interest (including any Additional Interest thereon) on the ICONs shall remain
subordinated to the extent provided in Article XIII notwithstanding that such amount
shall become immediately due and payable as herein provided. If an Event of Default
specified in Section 5.1(2), (3), (4) or (5) with respect to the ICONs at the time
Outstanding occurs, the principal amount of all the ICONs shall automatically, and
without any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.”




     (iii) For the avoidance of doubt, and without prejudice to any other remedies that may
be available to the Trustee, the Holders of the ICONs or the holders of the capital
securities issued by the Trust, no breach by the Company of any covenant or obligation



18









 






under the Indenture or the terms of the ICONs shall be an Event of Default (including,
without limitation, the failure to comply with the provisions of Section 2.1(g) and Section
2.1(h) of this Supplemental Indenture), except those that are specifically identified as an
Event of Default under the Indenture.




     (k) Redemption. The ICONs are repayable at the option of the Company, subject
to the terms and conditions of Article XI of the Indenture and subject to the Company having
received prior approval from the Federal Reserve if then required under applicable capital
guidelines or policies of the Federal Reserve, at 100% of their principal amount plus
accrued and unpaid interest (1) in whole or in part, on one or more occasions at any time on
or after May 25, 2012, or (2) in whole at any time if a Special Event has occurred and is
continuing and the Company cannot cure the Special Event by some reasonable action, in which
case the Company may redeem the ICONs within 90 days following the occurrence of the Special
Event.




     (l) Location of Payment. Payment of the principal of (and premium, if any) and
interest on the ICONs will be made at an office of the Paying Agent located in The City of
New York, State of New York, 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,
however, 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. The office where the ICONs may be presented or surrendered for payment
and the office where the ICONs may be surrendered for transfer or exchange and where notices
and demands to or upon the Company in respect of the ICONs and the Indenture may be served
shall be the corporate trust office of the Paying Agent.




     (m) Limitation on Claims in the Event of Bankruptcy, Insolvency or
Reorganization. Each holder, by such holder’s acceptance of the ICONs, consents to and
agrees that if any bankruptcy, insolvency or reorganization proceeding with respect to
National City shall occur prior to the redemption or repayment of the ICONs, such Holder
shall have no claim for, and thus no right to receive, any Deferred Interest (including any
Additional Interest thereon) to the extent it exceeds an amount equal to 25% of the then
outstanding aggregate principal amount of the ICONs.




     (n) Sinking Fund. The ICONs shall not be subject to any sinking fund or
analogous provisions.




     (o) Forms. The ICONs shall be substantially in the form of Annex A attached
hereto. The Trust Agreement shall be substantially in the form of Annex B attached hereto.
The Guarantee Agreement shall be substantially in the form of Annex C attached hereto.




     (p) Subordination. The subordination provisions of Article XIII of the
Indenture shall apply; provided, however, that for the purposes of the ICONs (but not for
the



19









 






purposes of any other ICONs unless specifically set forth in the terms of such ICONs),
the definition of “Senior and Subordinated Debt” in the Indenture is hereby amended in its
entirety to read as follows:




     ”‘Senior and Subordinated Debt’ means the principal of (and premium, if any)
and interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or not
such claim for post-petition interest is allowed in such proceeding), on Debt of the
Company (including, for these purposes and without limitation, obligations
associated with derivative products including, but not limited to, interest rate and
foreign exchange contracts, forward contracts related to mortgages, securities,
commodities or otherwise, capitalized lease obligations and guarantees of any of the
foregoing), whether incurred on or prior to the date of this Indenture or thereafter
incurred, provided, however, that Senior and Subordinated Debt shall not include
Pari Passu Securities.”




     (q) Special Record Date for the Payment of Deferred Interest. The Company may
elect to make a payment of any Deferred Interest (including Additional Interest thereon) on
a date that is not an Interest Payment Date to the Persons in whose names the ICONs are
registered at the close of business on a Special Record Date for the payment of such
Deferred Interest (including Additional Interest thereon), which shall be fixed in the
following manner. The Company shall notify the Trustee and the Paying Agent in writing of
the amount of Deferred Interest (including Additional Interest thereon) proposed to be paid
on the ICONs and the date of the proposed payment, and at the same time the Company shall
deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to
be paid in respect of such Deferred Interest (including Additional Interest thereon) or
shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Deferred Interest (including Additional Interest thereon) as
provided herein. Thereupon, the Trustee shall fix a Special Record Date for the payment of
such Deferred Interest (including Additional Interest thereon) which shall be not more than
15 days and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company and the Paying Agent of such Special Record Date
and, in the name and at the expense of the Company, the Paying Agent shall cause notice of
the proposed payment of such Deferred Interest (including Additional Interest thereon) and
the Special Record Date therefore to be mailed, first-class, postage prepaid, to each Holder
of ICONs at the address of such Holder as it appears in the Securities Register not less
than ten days prior to such Special Record Date. Notice of the proposed payment of the
Deferred Interest (including Additional Interest thereon) and the Special Record Date
therefore having been mailed as aforesaid, such Deferred Interest (including Additional
Interest thereon) shall be paid to the persons in whose names the ICONs are registered on
such Special Record Date.




     (r) Replacement Capital Covenant. The Company shall not amend the Replacement
Capital Covenant to impose additional restrictions on the type or amount of



20









 






Qualifying Capital Securities for purposes of determining the extent to which
repayment, redemption or repurchase of the ICONs or capital securities issued by the Trust
is permitted, except with the consent of the holders of the majority by liquidation amount
of the capital securities issued by the Trust, or if the ICONs have been distributed by the
Trust, by principal amount of the ICONs. Except as aforesaid, the Company may amend the
Replacement Capital Covenant without consent of the holders of the ICONs.



     Section 2.2. Amendments. Solely for the purposes of this series of ICONs, Section
9.1 of the Indenture shall be amended by:




     (a) redesignating original Subsection 9.1(8) as 9.1(9), and original Subsection 9.1(9)
as 9.1(10); and




     (b) adding a new Subsection 9.1(8) to read as follows:




     ”(8) to eliminate Common Stock, Mandatorily Convertible Preferred Stock and/or Debt
Exchangeable for Equity (but only to the extent exchangeable for Common Stock) as a type of
security or securities included in the definition of “Qualifying Securities” if the Company
has been advised in writing by a nationally recognized independent accounting firm that
there is more than an insubstantial risk that the failure to do so would result in a
reduction in the Company’s earnings per share as calculated for financial reporting
purposes; or”.



ARTICLE III




REPAYMENT OF THE ICONS




     Section 3.1. Repayment. The Company shall, not more than 15 nor less than 10
Business Days prior to each Repayment Date, notify the Trustee of the ICONs of the principal amount
of ICONs to be repaid on such date pursuant to Section 2.1(d).



     Section 3.2. Selection of Securities to be Repaid. If less than all the ICONs are to
be repaid on any Repayment Date (unless such repayment affects only a single ICON), the particular
ICONs to be repaid shall be selected not more than 60 days prior to such Repayment Date by the
Trustee, from the outstanding ICONs not previously repaid or called for redemption, by lot,
provided that the portion of the principal amount of any ICONs not repaid shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such ICONs.



     The Trustee shall promptly notify the Company in writing of the ICONs selected for partial
repayment and the principal amount thereof to be repaid. For all purposes hereof, unless the
context otherwise requires, all provisions relating to the repayment of ICONs shall relate, in the
case of any ICONs repaid or to be repaid only in part, to the portion of the principal amount of
such ICONs which has been or is to be repaid. If the Company shall so direct, ICONs registered in
the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the ICONs
selected for repayment.



21









 





     Section 3.3. Notice of Repayment. Notice of repayment shall be given by first-class
mail, postage prepaid, mailed not later than the 15th day, and not earlier than the
10th day, prior to the Repayment Date, to each holder of ICONs to be repaid, at the
address of such holder as it appears in the Securities Register.



     Each notice of repayment shall identify the ICONs to be repaid (including CUSIP number, if a
CUSIP number has been assigned to the ICONs) and shall state:




     (a) the Repayment Date;




     (b) if less than all outstanding ICONs are to be repaid, the identification (and, in
the case of partial repayment, the respective principal amounts) of the particular ICONs to
be redeemed;




     (c) that on the Repayment Date, the principal amount of the ICONs to be repaid will
become due and payable upon each such ICON or portion thereof, and that interest thereon, if
any, shall cease to accrue on and after said date; and




     (d) the place or places where such ICONs are to be surrendered for payment of the
principal amount thereof.



     Notice of repayment shall be given by the Trustee in the name and at the expense of the
Company and shall be irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder receives such notice. In
any case, a failure to give such notice by mail or any defect in the notice to the holder of any
ICONs designed for repayment as a whole or in part shall not affect the validity of the proceedings
for the repayment of any other ICONs.



     Section 3.4. Deposit of Repayment Amount. Prior to 10:00 a.m., New York City time,
on the Repayment Date specified in the notice of repayment given as provided in Section 3.3, the
Company will deposit with the Trustee or with one or more Payment Agents an amount of money
sufficient to pay the principal amount of, and any accrued interest (including Additional Interest
thereon) on, all the ICONs which are to be repaid on that date.



     Section 3.5. Payment of ICONs Subject to Repayment. If any notice of repayment has
been given as provided in Section 3.3, the ICONs or portion of the ICONs with respect to which such
notice has been given shall become due and payable on the date and at the place or places stated in
such notice. On presentation and surrender of such ICONs at a Place of Payment in said notice
specified, the said ICONs or the specified portions thereof shall be paid by the Company at their
principal amount, together with accrued interest (including any Additional Interest thereon) to the
Repayment Date; provided that, except in the case of a repayment in full of all outstanding ICONs,
installments of interest the Payment Date for which is on or prior to the Repayment Date will be
payable to the holders of such ICONs, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and the provisions of
Section 3.7 of the Indenture.



     Upon presentation of any ICON repaid in part only, the Company shall execute and the Trustee
shall authenticate and make available for delivery to the holder thereof, at the expense of



22









 







the Company, a new ICON or ICONs, of authorized denominations, in aggregate principal amount
equal to the portion of the ICON not repaid and so presented and having the same date of original
issuance, Final Maturity Date and terms.



     If any ICON called for repayment shall not be so paid upon surrender thereof, the principal of
such ICON shall, until paid, bear interest from the Repayment Date at the rate prescribed therefore
in the ICON.



ARTICLE IV




COVENANTS




     Section 4.1. Covenants as to Trust. For so long as any Capital Securities of the
Trust remain outstanding, the Company will (i) maintain 100% direct or indirect ownership of the
Common Stock of the Trust; provided, however, that any permitted successor of the Company hereunder
may succeed to the Company’s ownership of such Common Stock, (ii) not voluntarily dissolve, wind up
or terminate the Trust, except in connection with a distribution of ICONs upon a Special Event, and
in connection with certain mergers, consolidations or amalgamations permitted by the Trust
Agreement, (iii) timely perform its duties as Sponsor of the Trust, (iv) use its reasonable efforts
to cause the Trust to (a) remain a business trust, except in connection with a distribution of
ICONs to the holders of Capital Securities as provided in the Trust Agreement, the redemption of
all of the ICONs and in connection with certain mergers, consolidations or amalgamations permitted
by the Trust Agreement, and (b) otherwise continue to be classified as a grantor trust for United
States federal income tax purposes and (v) not knowingly take an action that would cause the Trust
to not be classified as a grantor trust for United States federal income tax purposes.



     Section 4.2. Payment of Expenses. (a) In connection with the offering, sale and
issuance of the ICONs to the Trustee and in connection with the sale of Capital Securities by the
Trust, the Company, in its capacity as borrower with respect to such ICONs, shall:




     (i) pay all costs and expenses relating to the offering, sale and issuance of
ICONs, including commissions to the underwriters payable pursuant to the applicable
Underwriting Agreement and compensation of the Trustee under this Supplemental
Indenture in accordance with the provisions of Section 6.6 of the Indenture;




     (ii) pay all costs and expenses of the Trust (including, but not limited to,
costs and expenses relating to the organization of the Trust, the offering, sale and
issuance of the Capital Securities of the Trust, (including commissions to the
underwriters in connection therewith), the fees and expenses of the Trustee, the
costs and expenses relating to the operation, maintenance and dissolution of the
Trust and the enforcement by such Trustee of the rights of the holders of Capital
Securities of the 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 agents(s), registrar(s),
transfer agent(s), duplicating, travel and telephone and other



23









 






telecommunications expenses and costs and all expenses incurred in connection
with the acquisition, financing, and disposition of assets of the Trust);




     (iii) be primarily liable for any indemnification obligations arising with
respect to the Trust Agreement;




     (iv) pay any and all taxes (other than United States withholding taxes in
respect of amounts paid on the ICONs held by the Trust) and all liabilities, costs
and expenses with respect to such taxes of the Trust;




     (b) Upon termination of this Supplemental Indenture or the ICONs or the removal or
resignation of the Trustee pursuant to Section 6.8 of the Indenture and the appointment and
acceptance of a successor Trustee, the Company shall pay to the Trustee all amounts accrued
and owing to the Trustee to the date of such termination, removal or resignation. Upon
termination of the Trust Agreement or the removal or resignation of the Trustee, as the case
may be, pursuant to the Section 8.11 of the Trust Agreement, the Company shall pay to such
Trustee, as the case may be, all amounts accrued and owing to such Trustee, as the case may
be, to the date of such termination, removal or resignation.



     Section 4.3. Listing on an Exchange. If ICONs are to be issued as a Global Security
in connection with the distribution of such ICONs to the holders of the Capital Securities of the
Trust upon a Dissolution Event with respect to the Trust, the Company will use its best efforts to
list such ICONs on the New York Stock Exchange or on such other securities exchange or market as
the Capital Securities of the Trust are then listed. The Company will promptly notify the Trustee
in writing if the ICONs are to be listed on any securities exchange.



ARTICLE V




MISCELLANEOUS




     Section 5.1. If any provision of this Supplemental Indenture limits, qualifies or conflicts
with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939 through operation of Section 318(c) thereof, such imposed duties shall control.



     Section 5.2. The Article headings herein are for convenience only and shall not effect the
construction hereof.



     Section 5.3. Acknowledgement of Rights. The Company acknowledges that, with respect
to any ICONs held by the Trust or the Trustee, if the Trustee fails to enforce its right under this
Supplemental Indenture as the holder of the ICONs held as the assets of the Trust, any holder of
Capital Securities may institute legal proceedings directly against the Company to enforce the
Trustee’s rights under this Supplemental Indenture without first instituting any legal proceedings
against such Trustee or any other person or entity.



     Notwithstanding the foregoing, if a Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest or principal on the ICONs on
the date such interest or principal is otherwise payable (or in the case of redemption, on the
redemption date), the Company acknowledges that a holder of Capital Securities issued by the



24









 







Trust which is, or the Trustee of which is, the holder of such Capital Securities may directly
institute a proceeding for enforcement of payment to such holder of the principal of or interest on
the ICONs having a principal amount equal to the aggregate liquidation amount of the Capital
Securities of such holder (a “Direct Action”) on or after the respective due date specified
of such holder on or after the respective due date specified in the ICONs. Notwithstanding any
payments made to such holder of Capital Securities by the Company in connection with a Direct
Action, the Company shall remain obligated to pay the principal of or interest on the ICONs held by
the Trust or Trustee, and the Company shall be subrogated to the rights of the holder of such
Capital Securities to the extent of any payments made by the Company to such holder in any Direct
Action.



     Section 5.4. All covenants and agreements in this Supplemental Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.



     Section 5.5. In case any provision of this Supplemental Indenture shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.



     Section 5.6. Nothing in this Supplemental Indenture is intended to or shall provide any
rights to any parties other than those expressly contemplated by this Supplemental Indenture.



     Section 5.7. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE.



     Section 5.8. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture. The Recitals and statements herein are deemed to be those of the Company
and not of the Trustee.



ARTICLE VI




EVENTS OF DEFAULT




     Section 6.1. Amendments. For the benefit of Holders of all series of Securities
issued pursuant to the Indenture, Section 5.1 of the Indenture shall be amended by:



               (a) redesignating original Subsection 5.1(4) as 5.1(5) and Subsection 5.1(5) as 5.1(6); and



               (b) adding a new Subsection 5.1(4) to read as follows:




"(4) National City Bank, or such other Subsidiary that is then the Company’s principal
banking subsidiary, shall become insolvent or shall have a receiver or conservator appointed for
it.”



* * * *




25









 





     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.



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.



	 	 	 	 	 	 	 
	 	 	NATIONAL CITY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas A. Richlovsky 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Thomas A. Richlovsky	 	 
	 

	 	 	 	Its: Senior Vice President and Treasurer
	 	 






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

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ L. Garcia 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	Vice President 	 	 
	 

	 	 	 	 

	 	 







26









 








NATIONAL CITY CORPORATION




Series B Income Capital Obligations NotesSM




No. •




$




     NATIONAL CITY CORPORATION, a corporation organized and existing under the laws of the State 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 The Bank of New
York Trust Company, N.A., the Property Trustee of NATIONAL CITY CAPITAL TRUST III, or registered
assigns, the principal sum of dollars (     ) on May 25, 2067, or if such day is not a
Business Day (as hereinafter defined), the following Business Day (the “Final Maturity
Date”); provided that the principal amount of, and all accrued and unpaid interest on, this
Security shall be payable in full on May 25, 2047 (the “Scheduled Maturity Date”) or any
subsequent Interest Payment Date (as hereinafter defined) to the extent set forth in the
Supplemental Indenture hereinafter referred to. The Company is authorized to direct payments to
The Bank of New York Trust Company, N.A., in its capacity as paying agent under the Trust Agreement
(as defined below), or any other paying agent appointed under the terms of the Trust Agreement.
This Security shall bear interest (i) from and including May 25, 2007 to but excluding the
Scheduled Maturity Date, at an annual rate of 6.625%, computed on the basis of a 360-day year
comprised of twelve 30-day months; provided that the amount of interest for any period shorter than
a full quarterly period will be computed on the basis of a 30-day month and, for periods of less
than a month, the actual number of days elapsed over a 360-day year, and (ii) on and after the
Scheduled Maturity Date, as to any unpaid amounts that remain outstanding, at an annual rate equal
to One-Month LIBOR plus 2.1263%, computed on the basis of a 360-day year and the actual number of
days elapsed. Subject to Sections 2.1(g) and (h), interest on this Security shall be payable (i)
quarterly in arrears on February 25, May 25, August 25, and November 25 of each year, commencing
August 25, 2007 until the Scheduled Maturity Date, or if such day is not a Business Day, the
following Business Day (each such date, a “Quarterly Interest Payment Date”) and (ii)
thereafter, monthly in arrears on the last day of each month, or if such day is not a Business Day,
the Business Day immediately preceding such Business Day (each such date, a “Monthly Interest
Payment Date”). A “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii)
a day on which banking institutions in The City of New York are authorized or required by law or
executive order to remain closed or (iii) a day on which the Corporate Trust Office or the
principal offices of the Property Trustee is closed for business. 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 Security (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 (i) the Business Day next preceding such Interest Payment Date if this
Security is issued in the form of a Global Security, or (ii) the fifteenth day (whether or not a
Business Day) preceding such Interest Payment Date if this Security is not issued in the form of a
Global Security. Any such interest





 




			
	SM	 	Income Capital Obligation Notes is a
service mark of Merrill Lynch & Co., Inc.




1









 









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
Security (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 the Securities of this series not fewer than ten 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 exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more full provided in said
Indenture.




     The Company shall have the right, at any time and from time to time prior to the Final
Maturity Date of this Security, to defer the payment of interest thereon for one or more Optional
Deferral Periods consisting of no more than 20 consecutive quarters without becoming subject to the
obligations to issue Eligible Equity and pay Deferred Interest pursuant to Section 2.1(h) of the
Second Supplemental Indenture. The Company shall also have the right, at any time and from time to
time prior to the Final Maturity Date of this Security, to defer payment of interest thereon for
one or more Optional Deferral Periods consisting of no more than 40 consecutive quarters without
giving rise to an Event of Default. The Company may elect to so defer payment of interest by
delivering to the Trustee written notice of such election at least ten and not more than 15
Business Days prior to the applicable Interest Payment Date. Notwithstanding the foregoing, no
Optional Deferral Period shall extend beyond the Final Maturity Date of this Security.



     During any Optional Deferral Period, the Company shall not, and shall not permit any
Subsidiary of the Company to, (1) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock
(which includes Common Stock and the Company’s preferred stock), (2) make any payment of principal
of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company (including other Income Capital Obligation Notes or other junior subordinated debt) that
rank pari passu with or junior in interest to the Securities of this Series or (3) make any
Guarantee payments with respect to any Guarantee by the Company of the debt securities of any
Subsidiary of the Company (including other Income Capital Obligation Notes or other junior
subordinated debt) if such Guarantee ranks pari passu with or junior in interest to the Securities
of this series, other than in the case of each of clauses (1), (2) and (3): (A) any dividends or
distributions in additional shares of the Company’s capital stock (which includes Common Stock and
the Company’s preferred stock), (B) any payments under the Guarantee with respect to the Capital
Securities and common securities of the Trust, (C) any declaration or payment of a dividend in
connection with the implementation of a stockholders’ rights plan, or any issuance of stock under
any such plan in the future or the redemption or repurchase of any such rights pursuant thereto,
and (D) any purchases of Common Stock related to the issuance of Common Stock or rights under any
of the Company’s benefits plans for its directors, officers or employees.



     Payment of principal of (and premium, if any) and interest on this Security 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, however, 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 in writing at
least 15 days before the relevant Interest Payment Date by the Person entitled thereto as specified
in the Securities Register.



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinated and subject in right of payments to the prior payment in full of all Senior and
Subordinated Debt (as such definition is modified in the Second Supplemental Indenture with respect
to this Security), and this Security is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Security, 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 made hereby to the further provisions of this Security 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 Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	NATIONAL CITY CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:





 









 





REVERSE OF SECURITY




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under a Junior Subordinated
Indenture, dated as of November 3, 2006 (the “Indenture”), as supplemented by the First
Supplemental Indenture, dated as of November 3, 2006 and as supplemented by the Second Supplemental
Indenture dated as of May 25, 2007, between the Company and The Bank of New York Trust Company,
N.A., as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the
Indenture), 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 Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to $576,000,000 issuable on
one or more occasions.



     All terms used in this Security that are defined in the Indenture or in the Amended and
Restated Trust Agreement, dated as of May 25, 2007 (the “Trust Agreement”), for National City
Capital Trust III, among National City Corporation, as Depositor, and the Trustees named therein,
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 May 25, 2012, and subject to the terms
and conditions of Article XI of the Indenture and Section 2.1(k) of the Second Supplemental
Indenture, and subject to prior approval by the Board of Governors of the Federal Reserve System if
then required, redeem this Security 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 thereof plus
accrued and unpaid interest (including Additional Interest thereon, if any), to the Redemption
Date. Any such repayment, redemption or purchase includes the defeasance by the Company of the
ICONs and the related satisfaction and discharge of the Company’s related obligations with respect
to the ICONs.



     Following the earlier of (i) the Fifth Deferral Anniversary and (ii) the date of any payment
of current interest during an Optional Deferral Period, the Company shall apply the net proceeds
received by it from sales of shares of its Common Stock, including sales of treasury shares, to the
payment of all amounts owing in respect of Deferred Interest (including Additional Interest
thereon), with net proceeds to be paid promptly after receipt until all amounts owing in respect of
Deferred Interest (including Additional Interest thereon) have been paid in full. In the event
that net proceeds received by the Company from one or more sales of shares of its Common Stock
following such Fifth Deferral Anniversary are not sufficient to satisfy the full amount of Deferred
Interest (including Additional Interest thereon), such net proceeds will be paid to the holders of
the ICONs on a pro rata basis; provided, that if the Company has outstanding at such time any debt
securities ranking pari passu with the Securities under the terms of which the Company is obligated
to sell shares of its Common Stock and apply the net proceeds to payment of Deferred Interest
(including Additional Interest thereon) on such pari passu securities and the Company at such time
is required to apply such proceeds to pay Deferred Interest (including Additional Interest thereon)
on such pari passu securities, then on



 









 







any date and for any period the amount of net proceeds received by the Company from such sales
and available for payment of such Deferred Interest (including Additional Interest thereon) shall
be applied to the Securities and such pari passu securities on a pro rata basis, taking into
account any net proceeds from the sales of securities other than Common Stock or Qualified Warrants
that would be permitted to be applied to the payment of Deferred Interest (including Additional
Interest thereon) on any such pari passu securities. Notwithstanding the above, the Company shall
not be obligated to sell Common Stock or to apply such net proceeds or any portion thereof to the
payment of Deferred Interest (including Additional Interest thereon) during the occurrence and
continuation of Market Disruption Event or a Supervisory Event.



     Upon the occurrence and during the continuation of a Tax Event, Investment Company Event or a
Regulatory Capital Event in respect of a Trust, the Company may, at its option, at any time within
90 days of the occurrence of such Tax Event, Investment Company Event or Regulatory Capital Event
redeem this Security, in whole but not in part, subject to the provisions of Article XI of the
Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest(including Additional Interest thereon, if any), to the Redemption Date.



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



     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
Securities, with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture
also contains provisions permitting Holders of specified percentages in principal amount of the
Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of
such series, 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 Holders of this Security and of any Security issued upon the registration and transfer hereof
or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.



     As provided in and subject to the provisions of the Indenture, if an Event of Default with
respect to the Securities of this series at the time Outstanding occurs and is continuing, then and
in every such case the Trustee or the Holders of not less that 25% in principal amount of the
Outstanding Securities of this series may declare the principal amount of all the Securities of
this series to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), provided that, in the case of the Securities of this series
issued to a Trust, if upon an Event of Default under the Second Supplemental Indenture, the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding Securities of this
series fails to declare the principal of all the Securities of this series to be immediately due
and payable, the holders of at least 25% in aggregate Liquidation Amount of the capital securities
issued by the Trust then outstanding shall have such right by a notice in writing to the Company
and the Trustee; and upon any such declaration the principal amount of and the accrued interest



 









 




(including Additional Interest thereon) on all the Securities of this series shall become
immediately due and payable, provided that the payment of principal and interest (including
Additional Interest thereon) on such Securities shall remain subordinated to the extent provided in
Article XIII of the Indenture and Section 2.1(o) of the Second Supplemental Indenture.




     No reference herein to the Indenture and no provision of this Security 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 Security at the times, places and rate,
and in the coin or currency, herein prescribed (subject to the deferral rights of the Company
described in the Indenture).



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company maintained under
Section 10.2 of the Indenture duly endorsed by, or accompanied by 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 Securities of this
series, 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 Security for registration or transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $25 and in any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for
like aggregate principal amount of Securities of such series of a different authorized
denomination, as requested by the Holder surrendering the same.



     The Company and, by its acceptance of this Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, this Security agree to treat the
Trust as a grantor trust and beneficial owners of interests in the Trust as owning an undivided
beneficial interest in the Security and to treat the Security as indebtedness for all United States
federal, state and local tax purposes.



     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH
STATE.



 









 





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



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

as Trustee

 	 
	 	By:  	
 	 
	 	 	          Authorized Signatory 	 
	 	 	 	 
	 



Dated:





 









 





Annex B

Trust Agreement




 









 








Annex C

Guarantee Agreement





C-1