EX-4.1



 





Exhibit 4.1




 





NATIONAL CITY CORPORATION




TO




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




TRUSTEE




 






JUNIOR SUBORDINATED INDENTURE




DATED AS OF NOVEMBER 3, 2006




 





 









 








NATIONAL CITY CORPORATION




     Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to
provisions of Sections 310 to and including 317 which, pursuant to Section 318(c) of the Trust
Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern this
Indenture (whether or not physically contained therein), dated as of November 3, 2006.



	 	 	 
	§ 310(a) (1), (2) and (5)

	 	6.9
	(a) (3)

	 	Not Applicable
	(a) (4)

	 	Not Applicable
	(b)

	 	6.8, 6.10
	(c)

	 	Not Applicable
	§ 311

	 	6.13
	§ 312 (a)

	 	7.1, 7.2(a)
	(b)

	 	7.2(b)
	(c)

	 	7.2(c)
	§ 313 (a)

	 	7.3(a)
	(b)

	 	7.3(b)
	(c)

	 	1.5, 7.3(a), 7.3(b)
	(d)

	 	7.3(c)
	§ 314 (a) (1), (2) and (3)

	 	7.4
	(a) (4)

	 	10.4
	(b)

	 	Not Applicable
	(c) (1)

	 	1.2
	(c) (2)

	 	1.2
	(c) (3)

	 	Not Applicable
	(d)

	 	Not Applicable
	(e)

	 	1.2
	(f)

	 	Not Applicable
	§ 315 (a)

	 	6.1(a)
	(b)

	 	6.2
	(c)

	 	6.1(b)
	(d)

	 	6.1 (c)
	(d) (1)

	 	6.1(a) (1)
	(d) (2)

	 	6.1(c) (2)
	(d) (3)

	 	6.1(c) (3)
	(e)

	 	5.14
	§ 316(a) (1) (A)

	 	5.12
	(a) (1) (B)

	 	5.13
	(a) (2)

	 	Not Applicable
	(b)

	 	5.8
	(c)

	 	1.4(f)
	§ 317 (a) (1)

	 	5.3
	(a) (2)

	 	5.4






 









 






	 	 	 
	(b)

	 	10.3
	§ 318 (a)

	 	1.7






     NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Junior Subordinated Indenture.








 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 1.1. Definitions
	 	 	1	 
	Section 1.2. Compliance Certificate and Opinions
	 	 	9	 
	Section 1.3. Forms of Documents Delivered to Trustee
	 	 	9	 
	Section 1.4. Acts of Holders
	 	 	10	 
	Section 1.5. Notices, Etc. to Trustee and Company
	 	 	12	 
	Section 1.6. Notice to Holders; Waiver
	 	 	12	 
	Section 1.7. Conflict with Trust Indenture Act
	 	 	12	 
	Section 1.8. Effect of Headings and Table of Contents
	 	 	13	 
	Section 1.9. Successors and Assigns
	 	 	13	 
	Section 1.10. Separability Clause
	 	 	13	 
	Section 1.11. Benefits of Indenture
	 	 	13	 
	Section 1.12. Governing Law
	 	 	13	 
	Section 1.13. Non-Business Days
	 	 	13	 
	Section 1.14. Waiver of Jury Trial
	 	 	13	 
	Section 1.15. Force Majeure
	 	 	14	 
	 
	 	 	 	 
	ARTICLE II SECURITY FORMS
	 	 	14	 
	 
	 	 	 	 
	Section 2.1. Forms Generally
	 	 	14	 
	Section 2.2. Form of Face of Security
	 	 	14	 
	Section 2.3. Form of Reverse of Security
	 	 	17	 
	Section 2.4. Additional Provisions Required in Global Security
	 	 	20	 
	Section 2.5. Form of Trustee’s Certificate of Authentication
	 	 	20	 
	 
	 	 	 	 
	ARTICLE III THE SECURITIES
	 	 	21	 
	 
	 	 	 	 
	Section 3.1. Title and Terms
	 	 	21	 
	Section 3.2. Denominations
	 	 	23	 
	Section 3.3. Execution, Authentication, Delivery and Dating
	 	 	23	 
	Section 3.4. Temporary Securities
	 	 	24	 
	Section 3.5. Registration, Transfer and Exchange
	 	 	25	 
	Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	27	 
	Section 3.7. Payment of Interest; Interest Rights Preserved
	 	 	27	 
	Section 3.8. Persons Deemed Owners
	 	 	29	 
	Section 3.9. Cancellation
	 	 	29	 
	Section 3.10. Computation of Interest
	 	 	29	 
	Section 3.11. Deferrals of Interest Payment Dates
	 	 	29	 
	Section 3.12. Right of Set-Off
	 	 	30	 
	Section 3.13. Agreed Tax Treatment
	 	 	30	 
	Section 3.14. Shortening or Extension of Stated Maturity
	 	 	31	 
	Section 3.15. CUSIP Numbers
	 	 	31	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	31	 
	 
	 	 	 	 
	Section 4.1. Satisfaction and Discharge of Indenture
	 	 	31	 






-i-









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	Section 4.2. Application of Trust Money
	 	 	32	 
	 
	 	 	 	 
	ARTICLE V REMEDIES
	 	 	33	 
	 
	 	 	 	 
	Section 5.1. Events of Default
	 	 	33	 
	Section 5.2. Acceleration of Maturity; Rescission and Annulment
	 	 	33	 
	Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	34	 
	Section 5.4. Trustee May File Proofs of Claim
	 	 	35	 
	Section 5.5. Trustee May Enforce Claim Without Possession of Securities
	 	 	36	 
	Section 5.6. Application of Money Collected
	 	 	36	 
	Section 5.7. Limitation on Suits
	 	 	37	 
	Section 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of Capital Securities
	 	 	37	 
	Section 5.9. Restoration of Rights and Remedies
	 	 	38	 
	Section 5.10. Rights and Remedies Cumulative
	 	 	38	 
	Section 5.11. Delay or Omission Not Waiver
	 	 	38	 
	Section 5.12. Control by Holders
	 	 	38	 
	Section 5.13. Waiver of Past Defaults
	 	 	39	 
	Section 5.14. Undertaking for Costs
	 	 	39	 
	Section 5.15. Waiver of Usury, Stay or Extension Laws
	 	 	39	 
	 
	 	 	 	 
	ARTICLE VI THE TRUSTEE
	 	 	40	 
	 
	 	 	 	 
	Section 6.1. Certain Duties and Responsibilities
	 	 	40	 
	Section 6.2. Certain Rights of Trustee
	 	 	40	 
	Section 6.3. Not Responsible for Recitals or Issuance of Securities
	 	 	41	 
	Section 6.4. May Hold Securities
	 	 	41	 
	Section 6.5. Money Held in Trust
	 	 	42	 
	Section 6.6. Compensation and Reimbursement
	 	 	42	 
	Section 6.7. Corporate Trustee Required; Eligibility; Conflicting Interests
	 	 	43	 
	Section 6.8. Resignation and Removal; Appointment of Successor
	 	 	43	 
	Section 6.9. Acceptance of Appointment by Successor
	 	 	45	 
	Section 6.10. Merger, Conversion, Consolidation or Succession to Business
	 	 	46	 
	Section 6.11. Appointment of Authenticating Agent
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	49	 
	 
	 	 	 	 
	Section 7.1. Company to Furnish Trustee Names and Addresses of Holders
	 	 	49	 
	Section 7.2. Preservation of Information, Communications to Holders
	 	 	49	 
	Section 7.3. Reports by Trustee
	 	 	49	 
	Section 7.4. Reports by Company
	 	 	50	 
	 
	 	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	50	 
	 
	 	 	 	 
	Section 8.1. Company May Consolidate, Etc., Only on Certain Terms
	 	 	50	 
	Section 8.2. Successor Corporation Substituted
	 	 	51	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	52	 






-ii-









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	Section 9.1. Supplemental Indentures without Consent of Holders
	 	 	52	 
	Section 9.2. Supplemental Indentures with Consent of Holders
	 	 	53	 
	Section 9.3. Execution of Supplemental Indentures
	 	 	54	 
	Section 9.4. Effect of Supplemental Indentures
	 	 	54	 
	Section 9.5. Conformity with Trust Indenture Act
	 	 	54	 
	Section 9.6. Reference in Securities to Supplemental Indentures
	 	 	55	 
	 
	 	 	 	 
	ARTICLE X COVENANTS
	 	 	55	 
	 
	 	 	 	 
	Section 10.1. Payment of Principal, Premium and Interest
	 	 	55	 
	Section 10.2. Maintenance of Office or Agency
	 	 	55	 
	Section 10.3. Money for Security Payments to be Held in Trust
	 	 	55	 
	Section 10.4. Statement as to Compliance
	 	 	57	 
	Section 10.5. Waiver of Certain Covenants
	 	 	57	 
	Section 10.6. Additional Sums
	 	 	57	 
	Section 10.7. Additional Covenants
	 	 	58	 
	 
	 	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES
	 	 	59	 
	 
	 	 	 	 
	Section 11.1. Applicability of This Article
	 	 	59	 
	Section 11.2. Election to Redeem; Notice to Trustee
	 	 	59	 
	Section 11.3. Selection of Securities to be Redeemed
	 	 	59	 
	Section 11.4. Notice of Redemption
	 	 	60	 
	Section 11.5. Deposit of Redemption Price
	 	 	60	 
	Section 11.6. Payment of Securities Called for Redemption
	 	 	61	 
	Section 11.7. Right of Redemption of Securities Initially Issued to
a National City Capital Trust
	 	 	61	 
	 
	 	 	 	 
	ARTICLE XII SINKING FUNDS
	 	 	61	 
	 
	 	 	 	 
	Section 12.1. Applicability of Article
	 	 	61	 
	Section 12.2. Satisfaction of Sinking Fund Payments with Securities
	 	 	62	 
	Section 12.3. Redemption of Securities for Sinking Fund
	 	 	62	 
	 
	 	 	 	 
	ARTICLE XIII SUBORDINATION OF SECURITIES
	 	 	64	 
	 
	 	 	 	 
	Section 13.1. Securities Subordinate to Senior and Subordinated Debt
	 	 	64	 
	Section 13.2. Payment Over of Proceeds Upon Dissolution, Etc
	 	 	64	 
	Section 13.3. Prior Payment to Senior and Subordinated Debt Upon Acceleration of Securities
	 	 	65	 
	Section 13.4. No Payment When Senior and Subordinated Debt in Default
	 	 	65	 
	Section 13.5. Payment Permitted if No Default
	 	 	66	 
	Section 13.6. Subrogation to Rights of Holders of Senior and Subordinated Debt
	 	 	66	 
	Section 13.7. Provisions Solely to Define Relative Rights
	 	 	67	 
	Section 13.8. Trustee to Effectuate Subordination
	 	 	67	 
	Section 13.9. No Waiver of Subordination Provisions
	 	 	67	 
	Section 13.10. Notice to Trustee
	 	 	68	 
	Section 13.11. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	69	 
	Section 13.12. Trustee Not Fiduciary for Holders of Senior and Subordinated Debt
	 	 	69	 






-iii-









 




TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	Section 13.13. Rights of Trustee as Holder of Senior and Subordinated Debt; Preservation of
Trustee’s Rights
	 	 	69	 
	Section 13.14. Article Applicable to Paying Agents
	 	 	69	 
	Section 13.15. Certain Conversions or Exchanges Deemed Payment
	 	 	69	 






-iv-









 





     JUNIOR SUBORDINATED INDENTURE (hereinafter called the “Indenture”) between NATIONAL
CITY CORPORATION, a Delaware corporation (the “Company”) having its principal office at
1900 East Ninth Street, Cleveland, Ohio 44114, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a
national banking association organized and existing under the laws of the United States of America,
as Trustee (hereinafter called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured junior subordinated debt securities in series
(hereinafter called the “Securities”) of substantially the tenor hereinafter provided,
including, without limitation, Securities issued to evidence loans made to the Company of the
proceeds from the issuance from time to time by one or more business trusts (each a “National
City Capital Trust,” and, collectively, the “National City Capital Trusts”) of
preferred trust interests in such Trusts (the “Capital Securities”) and common interests in
such Trusts (the “Common Securities” and, collectively with the Capital Securities, the
“Trust Securities”), and to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered.



     All things necessary to make the Securities, when executed by the Company and authenticated
and delivered hereunder and duly issued by the Company the valid and legally binding obligations of
the Company, and to make this Indenture a valid and legally binding agreement of the Company, in
accordance with their and its terms, have been done.



     NOW THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 1.1. Definitions. 




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



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



     (2) All other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;



     (3) All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, and the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder



-1-









 







shall mean such accounting principles which are generally accepted in the United States at the
date or time of such computation; provided that when two or more principles are so generally
accepted, it shall mean that set of principles consistent with those in use by the Company; and



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



     “Act” when used with respect to any Holder has the meaning specified in Section 1.4.



     “Additional Interest” means the interest, if any, that shall accrue on any interest on
the Securities of any series 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
such Security, to the extent permitted by applicable law.



     “Additional Sums” has the meaning specified in Section 10.6.



     “Additional Taxes” means the sum of any additional taxes, duties and other
governmental charges to which a National City Capital Trust has become subject from time to time as
a result of a Tax Event.



     “Administrative Trustee” means, in respect of any National City Capital Trust, each
Person identified as an “Administrative Trustee” or an “Administrative Agent” in the related Trust
Agreement, solely in such Person’s capacity as Administrative Trustee or an Administrative Agent,
as the case may be, of such National City Capital Trust under such Trust Agreement and not in such
Person’s individual capacity, or any successor administrative trustee or successor administrative
agent, as the case may be, appointed as therein provided.



     “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person;
provided, however, no National City Capital Trust to which Securities have been issued shall be
deemed to be an Affiliate of the Company.



     For the purposes of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.



     “Allocable Amounts,” when used with respect to any Senior and Subordinated Debt, means
all amounts due or to become due on such Senior and Subordinated Debt less, if applicable, any
amount which would have been paid to, and retained by, the holders of such Senior and Subordinated
Debt (whether as a result of the receipt of payments by the holders of such Senior and Subordinated
Debt from the Company or any other obligor thereon or from any holders of, or trustee in respect
of, other indebtedness that is subordinate and junior in right of payment to such Senior and
Subordinated Debt pursuant to any provision of such indebtedness for the payment over of amounts
received on account of such indebtedness to the holders of such Senior and Subordinated Debt or
otherwise), but for the fact that such Senior and Subordinated Debt is subordinate or junior in
right of payment to (or subject to a requirement that amounts



2









 







received on such Senior and Subordinated Debt be paid over to obligees on) trade accounts
payable or accrued liabilities arising in the ordinary course of business.



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section
6.11 to act on behalf of the Trustee to authenticate Securities of one or more series.



     “Authorized Newspaper” has the meaning set forth in Section 3.7.



     “Board of Directors” means either the board of directors of the Company or any
committee of that board duly authorized to act hereunder.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such
committee of the Board of Directors or officers of the Company to which authority to act on behalf
of the Board of Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustee.



     “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 Trustee, or, with
respect to the Securities of a series initially issued to a National City Capital Trust, the
principal office of the Property Trustee under the related Trust Agreement, is closed for business.



     “Capital Securities” has the meaning specified in the first recital of this Indenture.



     “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties on such date.



     “Common Securities” has the meaning specified in the first recital of this Indenture.



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



     “Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.



     “Company Request” and “Company Order” mean, respectively, the written request
or order signed in the name of the Company by the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.



     “Corporate Trust Office” means a principal office of the Trustee at which at any
particular time its corporate trust business shall be administered.



3









 





     “Corporation” includes a corporation, association, company, joint-stock company or
business trust.



     “Debt” means, with respect to any Person, whether recourse is to all or a portion of
the assets of such Person and whether or not contingent, (i) every obligation of such Person for
money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters
of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv)
every obligation of such Person issued or assumed as the deferred purchase price of property or
services (but excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all indebtedness of
such Person whether incurred on or prior to the date of this Indenture or thereafter incurred, for
claims in respect of derivative products, including without limitation, interest rate and foreign
exchange contracts, forward commodity contracts (whether related to mortgages, securities,
commodities, or otherwise), options and swaps and similar arrangements; and (vii) every obligation
of the type referred to in clauses (i) through (vi) of another Person and all dividends of another
Person the payment of which, in either case, such Person has guaranteed or is responsible or liable
for, directly or indirectly, as obligor or otherwise.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Depositary” means, with respect to the Securities of any series issuable or issued in
whole or in part in the form of one or more Global Securities, the Person designated as Depositary
by the Company pursuant to Section 3.1 with respect to such series (or any successor thereto).



     “Discount Security” means any security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2.



     “Distributions,” with respect to the Trust Securities issued by a National City
Capital Trust, means amounts payable in respect of such Trust Securities as provided in the related
Trust Agreement and referred to therein as “Distributions.”



     “Dollar” or “U.S. $” means the currency of the United States of America that,
as at the time of payment, is legal tender for the payment of public and private debts.



     “Event of Default” has the meaning specified in Article V unless otherwise specified
in the supplemental indenture or the Officers’ Certificate delivered pursuant to Section 3.1 hereof
creating a series of Securities.



     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.



     “Extension Period” has the meaning specified in Section 3.11.



4









 





     “Global Security” means a Security in the form prescribed in Section 2.4 evidencing
all or part of a series of Securities, issued to the Depositary or its nominee for such series, and
registered in the name of such Depositary or its nominee.



     “Guarantee Agreement” means the Guarantee Agreement substantially in the form attached
hereto as Annex C, or substantially in such form as may be specified as contemplated by Section 3.1
with respect to the Securities of any series, in each case as amended from time to time.



     “Holder” means a Person in whose name a Security is registered in the Securities
Register.



     “Indenture” means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof or one or more Officers’ Certificates delivered pursuant to
Section 3.1 and shall include the terms of each particular series of Securities established as
contemplated by Section 3.1.



     “Interest Payment Date” means as to each series of Securities, the Stated Maturity of
an installment of interest on such Securities.



     “Junior Subordinated Payment” has the meaning specified in Section 13.2.



     “Maturity” when used with respect to any Security means the date on which the
principal of such Security becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or otherwise.



     “Moody’s” means Moody’s Investors Service, Inc.



     “National City Guarantee” means the guarantee by the Company of distributions on the
Capital Securities of a National City Capital Trust to the extent provided in the related Guarantee
Agreement.



     “National City Capital Trust” has the meaning specified in the first recital of this
Indenture.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the
Company.



     “Original Issue Date” means the date of issuance specified as such in each Security.



     “Outstanding” means, when used in reference to any Securities, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except:



5









 





     (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;



     (ii) Securities for whose payment money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent in trust for the Holders of such Securities; and



     (iii) Securities in substitution for or in lieu of which other Securities have been
authenticated and delivered or which have been paid pursuant to Section 3.6, unless proof
satisfactory to the Trustee is presented that any such Securities are held by Holders in whose
hands such Securities are valid, binding and legal obligations of the Company;



     provided, however, that in determining whether the Holders of the requisite principal amount
of Outstanding Securities have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or such other obligor. Upon the written request of the Trustee, the
Company shall promptly furnish to the Trustee an Officers’ Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the account of the Company,
or any other obligor on the Securities or any Affiliate of the Company or such obligor, and,
subject to the provisions of Section 6.2, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such determination.



     “Paying Agent” means the Trustee or any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.



     “Person” means any individual, corporation, partnership, joint venture, trust,
unincorporated organization or government or any agency or political subdivision thereof.



     “Place of Payment” means, with respect to the Securities of any series, the place or
places where the principal of (and premium, if any) and interest on the Securities of such series
are payable pursuant to Sections 3.1 and 3.11.



     “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any security authenticated and delivered under Section 3.6 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.



     “Proceeding” has the meaning specified in Section 13.2.



6









 





     “Property Trustee” means, in respect of any National City Capital Trust, the
commercial bank or trust company identified as the “Property Trustee” in the related Trust
Agreement, solely in its capacity as Property Trustee of such National City Capital Trust under
such Trust Agreement and not in its individual capacity, or its successor in interest in such
capacity, or any successor property trustee appointed as therein provided.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.



     “Redemption Price,” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date with
respect to the Securities of a series means, unless otherwise provided pursuant to Section 3.1 with
respect to Securities of a series, (i) in the case of Securities of a series represented by one or
more Global Securities, the Business Day next preceding such Interest Payment Date and (ii) in the
case of Securities of a series not represented by one or more Global Securities, the date which is
fifteen days next preceding such Interest Payment Date (whether or not a Business Day).



     “Responsible Officer” when used with respect to the Trustee means any officer of the
Trustee assigned by the Trustee from time to time to administer its corporate trust matters and who
shall have direct responsibility for the administration of this Indenture..



     “S&P” means Standard & Poor’s Ratings Services.



     “Securities” or “Security” means any debt securities or debt security, as the
case may be, authenticated and delivered under this Indenture.



     “Securities Register” and “Securities Registrar” have the respective meanings
specified in Section 3.5.



     “Senior and Subordinated Debt” means the principal of (and premium, if any) and
interest, if any (including any deferred interest and 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, whether incurred
on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it is provided that
such obligations are not superior in right of payment to the Securities, provided, however, that
Senior and Subordinated Debt shall not be deemed to include (a) any Debt of the Company which, when
incurred and without respect to any election under Section 1111(b) of the Bankruptcy Reform Act of
1978, as amended, was without recourse to the Company, (b) any Debt of the Company to any of its
Subsidiaries, (c) Debt to any employee or director of the Company, and (d) any Securities or other
securities or obligations which, by their terms, are expressly stated to rank pari passu in right
of payment with the Securities.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 3.7.



7









 





     “Stated Maturity” when used with respect to any Security or any installment of
principal thereof or interest thereon means the date specified pursuant to the terms of such
Security as the date on which the principal of such Security or such installment of interest is due
and payable, in the case of such principal, as such date may be shortened or extended as provided
pursuant to the terms of such Security and this Indenture.



     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by
the Company and one or more other Subsidiaries. For purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



     “Tax Event” means the receipt by the National City Capital Trust of an Opinion of
Counsel (as defined in the relevant National City Capital Trust Agreement) experienced in such
matters to the effect that, as a result of any 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 thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or decision is announced
on or after the date of issuance of the Capital Securities of such National City Capital Trust,
there is more than an insubstantial risk that (i) such National City Capital Trust is, or will be
within 90 days of the date of such Opinion of Counsel, subject to United States Federal income tax
with respect to income received or accrued on the corresponding series of Securities, (ii) interest
payable by the Company on such corresponding series of Securities is not, or within 90 days of the
date of such Opinion of Counsel, will not be, deductible by the Company, in whole or in part, for
United States Federal income tax purposes or (iii) such National City Capital Trust is, or will be
within 90 days of the date of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.



     “Trust Agreement” means the Trust Agreement substantially in the form attached hereto
as Annex A, as amended by the form of Amended and Restated Trust Agreement substantially in the
form attached hereto as Annex B, or substantially in such form as may be specified as contemplated
by Section 3.1 with respect to the Securities of any series, in each case as amended from time to
time.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
77aaa-77bbb), as amended and as in effect on the date as of this Indenture, except as provided in
Section 9.5.



8









 





     “Trust Securities” has the meaning specified in the first recital of this Indenture.



     “Vice President” when used with respect to the Company, means any duly appointed vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president.”



Section 1.2. Compliance Certificate and Opinions. 




     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent (including covenants, compliance with which constitutes a
condition precedent), if any, provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent (including covenants compliance with which constitute a condition precedent),
if any, have been complied with, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be
furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the certificates provided pursuant to Section 10.5) shall
include:



     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;



     (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;



     (3) a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and



     (4) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.



Section 1.3. Forms of Documents Delivered to Trustee. 




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or



9









 







representations with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous. Where any
Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions, or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.



Section 1.4. Acts of Holders. 




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given to or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in person or by an
agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.2) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a Person acting in other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority.



     (c) The fact and date of the execution by any Person of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.



     (d) The ownership of Securities shall be proved by the Securities Register.



     (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Security.



     (f) The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted



10









 







by this Indenture to be given, made or taken by Holders of Securities of such series, provided
that the Company may not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration, request or direction
referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders remain Holders after
such record date, provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any
declaration of acceleration referred to in Section 5.2, (ii) any request to institute proceedings
referred to in Section 5.7(2) or (iii) any direction referred to in Section 5.12, in each case with
respect to Securities of such series. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of such series on such record date, and no other Holders, shall
be entitled to join in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date, provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at
the Company’s expense, shall cause notice of such record date, the proposed action by Holders and
the applicable Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.



     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to
each Holder of Securities of the relevant series in the manner set forth in Section 10.6, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the



11









 







Expiration Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.



     (g) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount.



Section 1.5. Notices, Etc. to Trustee and Company. 




     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with,



     (1) the Trustee by any Holder, any holder of Capital Securities or the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust office, or



     (2) the Company by the Trustee, any Holder or any holder of Capital Securities shall be
sufficient for every purpose (except as otherwise provided in Section 5.1) hereunder if in writing
and mailed, first class, postage prepaid, to the Company, addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.



Section 1.6. Notice to Holders; Waiver. 




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first
class postage prepaid, to each Holder affected by such event, at the address of such Holder as it
appears in the Securities Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.



Section 1.7. Conflict with Trust Indenture Act. 




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



12









 





Section 1.8. Effect of Headings and Table of Contents. 




     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



Section 1.9. Successors and Assigns. 




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



Section 1.10. Separability Clause. 




     In case any provision in this Indenture or in the Securities 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 1.11. Benefits of Indenture. 




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors and assigns, the Holders of Senior and
Subordinated Debt, the Holders of the Securities and, to the extent expressly provided in Sections
5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of Capital Securities, any benefit or any legal
or equitable right, remedy or claim under this Indenture.



Section 1.12. Governing Law. 




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



Section 1.13. Non-Business Days. 




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture
or the Securities) payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day (and no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case
may be, until such next succeeding Business Day except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately preceding Business Day (in
each case with the same force and effect as if made on the Interest Payment Date or Redemption Date
or at the Stated Maturity)).



Section 1.14. Waiver of Jury Trial.




     EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.




13









 





Section 1.15. Force Majeure.




     In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.



ARTICLE II




SECURITY FORMS




Section 2.1. Forms Generally. 




     The Securities of each series shall be in substantially the forms set forth in this Article,
or in such other form or forms as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with applicable tax laws or the rules of any securities
exchange or as may, consistently herewith, be determined by the officers executing such securities,
as evidenced by their execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with
respect to the authentication and delivery of such Securities.



     The Trustee’s certificates of authentication shall be substantially in the form set forth in
this Article.



     The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods, if required by any securities exchange on which the Securities may be
listed, on a steel engraved border or steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their execution of such
securities.



Section 2.2. Form of Face of Security. 




NATIONAL CITY CORPORATION




___% JUNIOR SUBORDINATED DEBENTURE DUE




	 	 	 
	Registered

	 	Principal Amount:






14









 





	 	 	 
	No.

	 	CUSIP No.:






     National City Corporation, a corporation organized and existing under the laws of Delaware
(hereinafter called the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to ___, or
registered assigns, the principal sum of ___ Dollars on ___; provided that the Company may (i)
shorten the Stated Maturity of the principal of this Security to a date not earlier than ___, and
(ii) extend the Stated Maturity of the principal of this Security at any time on one or more
occasions, subject to certain conditions specified in Section 3.14 of the Indenture, but in no
event to a date later than ___. The Company further promises to pay interest on said principal sum
from ___ or from the most recent interest payment date (each such date, an “Interest Payment
Date”) on which interest has been paid or duly provided for, semi-annually (subject to deferral
as set forth herein) in arrears on the last day of ___ and ___ of each year commencing ___at the
rate of ___% per annum, until the principal hereof shall have become due and payable, plus
Additional Interest, if any, until the principal hereof is paid or duly provided for or made
available for payment and on any overdue principal and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue installment of
interest at the rate of ___% per annum, compounded semi-annually. The amount of interest payable
for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The
amount of interest payable for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on this Security is not a Business Day, then a payment of the interest payable
on such date will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the date the payment was originally
payable. A “Business Day” shall mean any day other than (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 Trustee,
or the principal office of the Property Trustee under the Trust Agreement (hereinafter referred to)
for [NAME OF TRUST] 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
[insert Record Date] next preceding such Interest Payment Date. Any such interest installment not
so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this 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 Securities of this series not less than ___ 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 fully provided in said Indenture.



15









 







     So long as no Event of Default has occurred and is continuing, the Company shall have the
right at any time during the term of this Security to defer payment of interest on this Security,
at any time or from time to time, for up to ___ consecutive                      interest payment periods
with respect to each deferral period, but up to not less than 20 consecutive quarters (each an
“Extension Period”), (during which Extension Periods the Company shall have the right to
make partial payments of interest on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the
extent permitted by applicable law)); provided, however, that no Extension Period shall extend
beyond the Stated Maturity of the principal of this Security; provided, further, that during any
such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company
to, (i) declare or pay any dividends or distributions or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s capital stock (which includes common and
preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt security of the Company (including Securities issued by the
Company pursuant to the Indenture other than the Securities represented by this certificate) that
ranks pari passu with or junior in interest to this Security or make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any Subsidiaries of the Company
(including National City Guarantees other than the National City Guarantee related to the Capital
Securities issued by [NAME OF TRUST]) if such guarantee ranks pari passu with or junior in interest
to this Security (other than (a) dividends or distributions in Common Stock of the Company, (b) any
declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or
the issuance of stock under any such plan in the future or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the National City Guarantee related to the Capital
Securities issued by [NAME OF TRUST], and (d) purchases of Common Stock related to the issuance of
Common Stock or rights under any of the Company’s benefit plans for its directors, officers or
employees). Prior to the termination of any such Extension Period, the Company may further extend
such Extension Period, provided that such extension does not cause such Extension Period to exceed
                     consecutive interest payment periods or to extend beyond the Stated Maturity. Upon the
termination of any such Extension Period and upon the payment of all amounts then due, and subject
to the foregoing limitation, the Company may elect to begin a new Extension Period. No interest
shall be due and payable during an Extension Period except at the end thereof. The Company shall
give the Trustee, the Property Trustee and the Administrative Trustees of [NAME OF TRUST] notice of
its election to begin any Extension Period at least ___ Business Days prior to the earlier of (i)
the date on which Distributions on the Capital Securities would be payable except for the election
to begin such Extension Period, or (ii) the date the Administrative Trustees are required to give
notice to any automated quotation system or to holders of such Capital Securities of the record
date or the date such Distributions are payable, but in any event not less than ___ Business Days
prior to such record date.



     Payment of the 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 by the Person entitled



16









 







thereto as specified in the Securities Register. The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, unsecured and will rank junior and subordinate and
subject in right of payments to the prior payment in full of all Senior and Subordinated Debt, 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 hereby made 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 or facsimile 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:  	 	 
	 	 	[President or Vice President] 	 
	 	 	 	 
	 



Section 2.3. Form of 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                      (herein called the “Indenture”), 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 $                    .



     All terms used in this Security that are defined in the Indenture and in the Trust Agreement,
dated as of ___ ___, ___, as amended (the “Trust Agreement”), for [insert name of



17









 







trust] 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.



     [If applicable, insert — The Company may at any time, at its option, on or after ___, and
subject to the terms and conditions of Article XI of the Indenture], [if applicable insert — and
subject to the Company having received prior approval of the Board of Governors of the Federal
Reserve System (the “Federal Reserve”) if then required under applicable capital guidelines
or policies of the Federal Reserve] 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 [insert redemption price]
to the Redemption Date.]



     [If applicable, insert — Upon the occurrence and during the continuation of a Tax Event in
respect of a National City Capital Trust, the Company may, at its option, at any time within 90
days of the occurrence of such Tax Event redeem this Security, [if applicable, insert — in whole but
not in part], subject to the provisions of Section 11.7 and the other provisions of Article XI of
the Indenture, at a redemption price equal to [insert redemption price] to the Redemption Date.



     [If applicable, insert — In the event of redemption of this Security in part only, a new
Security or Securities of this series for the portion hereof not redeemed will be issued in the
name of the Holder hereof upon the cancellation hereof.]



     The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Security upon compliance by the Company with 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 each 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 each 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
Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.



     [If the Security is not a Discount 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 than 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 Holders), provided that, in the
case of the Securities of this series issued to a National City Capital Trust, if upon an Event of
Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding



18









 







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



     [If the Security is a Discount 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 than such portion of the principal amount as may be specified in the terms of this series may
declare an amount of principal of 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 Holders), provided that, in
the case of the Securities of this series issued to a National City Capital Trust, if upon an Event
of Default, 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 then outstanding shall have such right by a notice in writing to the Company and
the Trustee. Such amount shall be equal to [insert formula for determining the amount]. Upon any
such declaration, such amount of the principal of and the accrued interest (including any
Additional Interest) on all the Securities of this series shall become immediately due and payable,
provided that the payment of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company’s obligations in respect of the payment
of the principal of and interest, if any, on this Security shall terminate.]



     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, place and rate,
and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this 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 a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new 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.



19









 





     Prior to due presentment of this Security for registration of 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 minimum denominations of $[100,000] and any integral multiples of $[1,000] in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a 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 that for
United States Federal, state and local tax purposes it is intended that this Security constitute
indebtedness.



     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



Section 2.4. Additional Provisions Required in Global Security. 




     Any Global Security issued hereunder shall, in addition to the provisions contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:



     “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.”



Section 2.5. Form of Trustee’s Certificate of Authentication. 




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



     Dated:



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST COMPANY,

N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




20









 





ARTICLE III




THE SECURITIES




Section 3.1. Title and Terms. 




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate (such Officers’ Certificate shall
have the effect of a supplemental indenture for all purposes hereunder), or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of a series:



     (a) the title of the securities of such series, which shall distinguish the Securities of the
series from all other Securities;



     (b) the limit, if any, upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any Securities which,
pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
provided, however, that the authorized aggregate principal amount of such series may be increased
above such amount by a Board Resolution to such effect;



     (c) the Stated Maturity or Maturities on which the principal of the Securities of such series
is payable or the method of determination thereof;



     (d) the rate or rates, if any, at which the Securities of such series shall bear interest, if
any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect
of any Securities of such series, the Interest Payment Dates on which such interest shall be
payable, the right, pursuant to Section 3.11 or as otherwise set forth therein, of the Company to
defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on
any Interest Payment Date or the method by which any of the foregoing shall be determined;



     (e) the place or places where the principal of (and premium, if any) and interest on the
Securities of such series shall be payable, the place or places where the Securities of such series
may be presented for registration of transfer or exchange, and the place or places where notices
and demands to or upon the Company in respect of the Securities of such series may be made;



     (f) the period or periods within or the date or dates on which, if any, the price or prices at
which and the terms and conditions upon which the Securities of such series may be redeemed, in
whole or in part, at the option of the Company;



21









 





     (g) the obligation or the right, if any, of the Company to prepay, repay or purchase the
Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at
the option of a Holder thereof, and the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole
or in part, pursuant to such obligation;



     (h) the denominations in which any Securities of such series shall be issuable, if other than
denominations of $100,000 and any integral multiples of $1,000 in excess thereof;



     (i) if other than Dollars, the currency or currencies (including currency unit or units) in
which the principal of (and premium, if any) and interest, if any, on the Securities of the series
shall be payable, or in which the Securities of the series shall be denominated;



     (j) the additions, modifications or deletions, if any, in the Events of Default or covenants
of the Company set forth herein with respect to the Securities of such series;



     (k) if other than the principal amount thereof, the portion of the principal amount of
Securities of such series that shall be payable upon declaration of acceleration of the Maturity
thereof;



     (l) the additions or changes, if any, to this Indenture with respect to the Securities of such
series as shall be necessary to permit or facilitate the issuance of the Securities of such series
in bearer form, registrable or not registrable as to principal, and with or without interest
coupons;



     (m) any index or indices used to determine the amount of payments of principal of and premium,
if any, on the Securities of such series or the manner in which such amounts will be determined;



     (n) whether the Securities of the series, or any portion thereof, shall initially be issuable
in the form of a temporary Global Security representing all or such portion of the Securities of
such series and provisions for the exchange of such temporary Global Security for definitive
Securities of such series;



     (o) if applicable, that any Securities of the series shall be issuable in whole or in part in
the form of one or more Global Securities and, in such case, the respective Depositaries for such
Global Securities, the form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in
addition to or in lieu of those set forth in Section 3.5 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security
in whole or in part may be registered, in the name or names of Persons other than the Depositary
for such Global Security or a nominee thereof;



     (p) the appointment of any Paying Agent or Agents for the Securities of such series;



     (q) the terms of any right to convert or exchange Securities of such series into any other
securities or property of the Company, and the additions or changes, if any, to this Indenture with
respect to the Securities of such series to permit or facilitate such conversion or exchange;



22









 





     (r) the form or forms of the Trust Agreement, Amended and Restated Trust Agreement and
Guarantee Agreement, if different from the forms attached hereto as Annexes A, B and C,
respectively;



     (s) the relative degree, if any, to which the Securities of the series shall be senior to or
be subordinated to other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not; and



     (t) any other terms of the Securities of such series (which terms shall not be inconsistent
with the provisions of this Indenture).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set
forth in such Officers’ Certificate or in any such indenture supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



     The Securities shall be subordinated in right of payment to Senior and Subordinated Debt as
provided in Article XIII.



Section 3.2. Denominations. 




     The Securities of each series shall be in registered form without coupons and shall be
issuable in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof,
unless otherwise specified as contemplated by Section 3.1.



Section 3.3. Execution, Authentication, Delivery and Dating. 




     The Securities shall be executed on behalf of the Company by its President or one of its Vice
Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these officers on the Securities may
be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such Securities. At any
time and from time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be provided with, and (subject to Section 6.2) shall be fully protected in relying
upon, an Opinion of Counsel stating,



23









 





     (1) if the form of such Securities has been established by or pursuant to Board Resolution as
permitted by Section 2.1, that such form has been established in conformity with the provisions of
this Indenture;



     (2) if the terms of such Securities have been established by or pursuant to Board Resolution
as permitted by Section 3.1, that such terms have been established in conformity with the
provisions of this Indenture; and



     (3) that such Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.



     If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the manual signature of
one of its authorized officers, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.



Section 3.4. Temporary Securities. 




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations



24









 







as the officers executing such Securities may determine, as evidenced by their execution of
such Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of such series to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender
of the temporary Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series of authorized denominations having
the same Original Issue Date and Stated Maturity and having the same terms as such temporary
Securities. Until so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series.



Section 3.5. Registration, Transfer and Exchange. 




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities and of transfers of Securities. Such register is herein sometimes
referred to as the “Securities Register.” The Trustee is hereby appointed “Securities Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided.



     Upon surrender for registration of transfer of any Security at the office or agency of the
Company designated for that purpose, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denominations, of a like aggregate principal amount, of the same
Original Issue Date and Stated Maturity and having the same terms.



     At the option of the Holder, Securities may be exchanged for other Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of the same Original
Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.



     All Securities issued upon any transfer or exchange of Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such transfer or exchange.



     Every Security presented or surrendered for transfer or exchange shall (if so required by the
Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made to a Holder for any transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other



25









 







governmental charge that may be imposed in connection with any transfer or exchange of
Securities.



     No service charge shall be made to a Holder for any transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Securities.



     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:



     (1) Each Global Security authenticated under this Indenture shall be registered in the name of
the Depositary designated for such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.



     (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act at a time when the Depositary is required to be
so registered to act as depositary, in each case unless the Company has approved a successor
Depositary within 90 days, (B) there shall have occurred and be continuing an Event of Default with
respect to such Global Security, (C) the Company in its sole discretion determines that such Global
Security will be so exchangeable or transferable or (D) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.1.



     (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be
made in whole or in part, and all Securities issued in exchange for a Global Security or any
portion thereof shall be registered in such names as the Depositary for such Global Security shall
direct.



     (4) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this
Section, Section 3.4, 3.6, 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof.



     Neither the Company nor the Trustee shall be required, pursuant to the provisions of this
Section, (a) to issue, transfer or exchange any Security of any series during a period beginning at
the opening of business 15 days before the day of selection for redemption of Securities pursuant
to Article XI and ending at the close of business on the day of mailing of notice of redemption or
(b) to transfer or exchange any Security so selected for redemption in whole or in part, except, in
the case of any Security to be redeemed in part, any portion thereof not to be redeemed.



26









 





Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities. 




     If any mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same issue and series of like tenor and principal amount, having the same Original
Issue Date and Stated Maturity, and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity as such destroyed, lost
or stolen Security, and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



     Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



     Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder.



     The provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



Section 3.7. Payment of Interest; Interest Rights Preserved. 




     Interest on any Security of any series which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid. The initial payment
of interest on any Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or in the Board
Resolution pursuant to Section 3.1 with respect to the related series of Securities.



27









 





     Any interest on any Security which is payable, but is not timely paid or duly provided for, on
any Interest Payment Date for Securities of such series (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the registered Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities of such series in respect of which interest is in default (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee 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 Defaulted Interest as in this Clause provided. Thereupon, the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest 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 of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security of
such series at the address of such Holder as it appears in the Securities Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the
expense of the Company, cause a similar notice to be published at least once in a newspaper,
customarily published in the English language on each Business Day and of general circulation in
the Borough of Manhattan (an “Authorized Newspaper”), The City of New York, but such
publication shall not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities) are registered on
such Special Record Date and shall no longer be payable pursuant to the following Clause (2).



     (2) The Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of the series
in respect of which interest is in default may be listed and, upon such notice as may be required
by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be
deemed practicable by the Trustee.



     Subject to the foregoing provisions of this Section 3.7, each Security delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.



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Section 3.8. Persons Deemed Owners. 




     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the purpose of receiving
payment of principal of and (subject to Section 3.7) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.



Section 3.9. Cancellation 




     All Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and
Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall be disposed of by
the Trustee and the Trustee shall deliver to the Company upon its request therefor a certificate of
such disposal.



Section 3.10. Computation of Interest. 




     Except as otherwise specified as contemplated by Section 3.1 for Securities of any series,
interest on the Securities of each series for any period shall be computed on the basis of a
360-day year of twelve 30-day months and interest on the Securities of each series for any partial
period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months.



Section 3.11. Deferrals of Interest Payment Dates. 




     If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a
particular series, so long as no Event of Default has occurred and is continuing, the Company shall
have the right, at any time during the term of such series, from time to time to defer the payment
of interest on such Securities for such period or periods as may be specified as contemplated by
Section 3.1, but up to not less than 20 consecutive quarters or five consecutive years (each, an
“Extension Period”) during which Extension Periods the Company shall have the right to make
partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date
other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay
all interest then accrued and unpaid on the Securities (together with Additional Interest thereon,
if any, at the rate specified for the Securities of such series to the extent permitted by
applicable law); provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities of such series; provided, further, that during any such
Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) 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



29









 







includes common and preferred stock), or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including
Securities other than the Securities of such series) that ranks pari passu with or junior in
interest to the Securities of such series or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any Subsidiary of the Company (including
National City Guarantees other than the National City Guarantee related to the Capital Securities
issued by the National City Capital Trust holding Securities of such series) if such guarantee rank
pari passu with or junior in interest to the securities of such series (other than (a) dividends or
distributions in Common Stock of the Company, (b) any declaration of a dividend in connection with
the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in
the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under
the National City Guarantee related to the Capital Securities issued by the National City Capital
Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance
of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or
employees). Prior to the termination of any such Extension Period, the Company may further extend
such Extension Period, provided that such extension does not cause such Extension Period to extend
beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension
Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due
on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension Period, except at the
end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative
Trustees of the National City Capital Trust holding Securities of such series notice of its
election of any Extension Period (or an extension thereof) at least five Business Days prior to the
earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such
National City Capital Trust would be payable except for the election to begin or extend such
Extension Period or (ii) the date the Administrative Trustees of such National City Capital Trust
are required to give notice to any automated quotation system or to holders of such Capital
Securities of the record date or the date such Distributions are payable, but in any event not less
than five Business Days prior to such record date.



     The Trustee shall promptly give notice of the Company’s election to begin any such Extension
Period to the Holders of the Outstanding Securities of such series.



Section 3.12. Right of Set-Off.




     [RESERVED]



Section 3.13. Agreed Tax Treatment.




     Each Security issued hereunder shall provide that the Company and, by its acceptance of a
Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial
interest in, such Security agree that for United States Federal, state and local tax purposes it is
intended that such Security constitute indebtedness.



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Section 3.14. Shortening or Extension of Stated Maturity. 




     If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a
particular series, the Company shall have the right to (i) shorten the Stated Maturity of the
principal of the Securities of such series at any time to any date not earlier than the first date
on which the Company has the right to redeem the Securities of such series, and (ii) extend the
Stated Maturity of the principal of the Securities of such series at any time at its election for
one or more periods, but in no event to a date later than the 49th anniversary of the first
Interest Payment Date following the Original Issue Date of the Securities of such series; provided
that, if the Company elects to exercise its right to extend the Stated Maturity of the principal of
the Securities of such series pursuant to clause (ii) above, at the time such election is made and
at the time of extension (A) the Company is not in bankruptcy, otherwise insolvent or in
liquidation, (B) the Company is not in default in the payment of any interest or principal on such
Securities, (C) in the case of any series of Securities issued to a National City Capital Trust,
such National City Capital Trust is not in arrears on payments of Distributions on the Capital
Securities issued by such National City Capital Trust and no deferred Distributions are accumulated
and (D) such Securities are rated not less than BBB- by S&P or Baa3 by Moody’s or the equivalent by
any other nationally recognized statistical rating organization. In the event the Company elects to
shorten or extend the Stated Maturity of the Securities of any series, it shall give notice to the
Trustee, and the Trustee shall give notice of such shortening or extension to the Holders thereof
no less than 30 and no more than 60 days prior to the effectiveness thereof.



Section 3.15. CUSIP Numbers. 




     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers.



ARTICLE IV




SATISFACTION AND DISCHARGE




Section 4.1. Satisfaction and Discharge of Indenture. 




     This Indenture shall, upon Company Request, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein expressly provided
for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when



     (1) either



     (A) all Securities theretofore authenticated and delivered (other than (i) Securities which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section



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3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or




     (B) all such Securities not theretofore delivered to the Trustee for cancellation



     (i) have become due and payable, or



     (ii) will become due and payable at their Stated Maturity within one year of the date of
deposit, or



     (iii) are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of
the Company, and the Company, in the case of Clause (B) (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the
currency or currencies in which the Securities of such series are payable sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest (including any Additional Interest)
to the date of such deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;



     (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company;
and



     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.6, the obligations of the Trustee to any Authenticating
Agent under Section 6.11 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 shall survive such satisfaction and discharge.



Section 4.2. Application of Trust Money. 




     Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by the Trustee, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
the payment of which such money or obligations have been deposited with or received by the Trustee.



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ARTICLE V




REMEDIES




Section 5.1. Events of Default. 




     “Event of Default”, wherever used herein with respect to the Securities of any series,
means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body):



     (1) default in the payment of any interest upon any Security of that series, including any
Additional Interest in respect thereof, when it becomes due and payable, and continuance of such
default for a period of 30 days (subject to the deferral of any due date in the case of an
Extension Period) or, if later, the conclusion of a period consisting 20 or more consecutive
quarters, commencing with the quarter following the earliest quarter for which interest (including
interest payments deferred pursuant to Section 3.11) has not been paid in full; or



     (2) the entry of a decree or order for relief in respect of the Company by a court having
jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or



     (3) the commencement by the Company of a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or the consent by the Company to the entry of a decree or order for
relief in an involuntary case under any such law; or



     (4) the related National City Capital Trust shall have voluntarily or involuntarily dissolved,
wound-up its business or otherwise terminated its existence, except in connection with (i) the
distribution of Securities to holders of the Capital Securities, (ii) the redemption of Securities
and the related series of Capital Securities or (iii) a consolidation, merger, conveyance, transfer
or lease permitted by Section 8.1 of this Indenture; or



     (5) any other Event of Default provided with respect to Securities of that series.



Section 5.2. Acceleration of Maturity; Rescission and Annulment. 




     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal amount (or,
if the Securities of that series are Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), provided that, in the case of the Securities of a series issued to a National City
Capital Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series fail to declare the principal of all
the Securities of that series to be immediately due and payable, the holders of at least 25% in



33









 







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) on all the Securities of such series shall become
immediately due and payable. Payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding
that such amount shall become immediately due and payable as herein provided.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as provided hereinafter in this Article, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:



     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay:



     (A) all overdue installments of interest (including any Additional Interest) on all Securities
of that series,



     (B) the principal of (and premium, if any, on) any Securities of that series which have become
due otherwise than by such declaration of acceleration and interest thereon at the rate borne by
the Securities, and



     (C) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and



     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has become due solely by such
acceleration, have been cured or waived as provided in Section 5.13.



     In the case of Securities of a series issued to a National City Capital Trust, the holders of
a majority in aggregate Liquidation Amount (as defined in the Trust Agreement under which such
National City Capital Trust is formed) of the related series of Capital Securities issued by such
National City Capital Trust shall also have the right to rescind and annul such declaration and its
consequences by written notice to the Company and the Trustee subject to the satisfaction of the
conditions set forth in Clauses (1) and (2) above of this Section 5.2.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee. 




     The Company covenants that if:



     (1) default is made in the payment of any installment of interest (including any Additional
Interest) on any Security when such interest becomes due and payable and such default continues for
a period of 30 days, or



34









 





     (2) default is made in the payment of the principal of (and premium, if any, on) any Security
at the Maturity thereof,



     the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities for principal,
including any sinking fund payment or analogous obligations (and premium, if any) and interest
(including any Additional Interest); and, in addition thereto, all amounts owing the Trustee under
Section 6.6.



     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Securities, wherever situated.



     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



Section 5.4. Trustee May File Proofs of Claim. 




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors,



     (a) the Trustee (irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of overdue principal
(and premium, if any) or interest (including any Additional Interest)) shall be entitled and
empowered, by intervention in such proceeding or otherwise,



     (i) to file and prove a claim for the whole amount of principal (and premium, if any) and
interest (including any Additional Interest) owing and unpaid in respect to the Securities and to
file such other papers or documents as may be necessary or advisable and to take any and all
actions as are authorized under the Trust Indenture Act in order to have the claims of the Holders
and any predecessor to the Trustee under Section 6.6 allowed in any such judicial proceedings; and



     (ii) in particular, the Trustee shall be authorized to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same in accordance with
Section 5.6; and



35









 





     (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee for distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it and any predecessor Trustee under Section 6.6.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors’ or other similar committee.



Section 5.5. Trustee May Enforce Claim Without Possession of Securities. 




     All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing the Trustee and any predecessor Trustee under
Section 6.6, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.



Section 5.6. Application of Money Collected. 




     Any money or property collected or to be applied by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money or property on account of
principal (or premium, if any) or interest (including any Additional Interest), upon presentation
of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section
6.6;



     SECOND: Subject to Article XIII, to the payment of the amounts then due and unpaid upon such
series of Securities for principal (and premium, if any) and interest (including any Additional
Interest), in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such series
of Securities for principal (and premium, if any) and interest (including any Additional Interest),
respectively; and



     THIRD: The balance, if any, to the Company.



36









 





Section 5.7. Limitation on Suits. 




     No Holder of any Securities of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for the appointment of a receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:



     (1) such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of that series;



     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;



     (3) such Holder or Holders have offered to the Trustee indemnity satisfactory to it against
the costs, expenses and liabilities to be incurred in compliance with such request:



     (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and



     (5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series;



     it being understood and intended that no one or more of such Holders shall have any right in
any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek
to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all such
Holders.



Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action by Holders of Capital Securities.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right which is absolute and unconditional to receive payment of the principal of (and premium,
if any) and (subject to Section 3.7) interest (including any Additional Interest) on such Security
on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder. In the case of Securities of a series
issued to a National City Capital Trust, any holder of the corresponding series of Capital
Securities issued by such National City Capital Trust shall have the right, upon the occurrence of
an Event of Default described in Section 5.1(1), to institute a suit directly against the Company
for enforcement of payment to such holder of principal of (premium, if any) and (subject to Section
3.7) interest (including any Additional Interest) on the Securities having a principal amount equal
to the aggregate Liquidation Amount (as defined in the Trust Agreement under which such National
City Capital Trust is formed) of such Capital Securities of the corresponding series held by such
holder.



37









 





Section 5.9. Restoration of Rights and Remedies. 




     If the Trustee, any Holder or any holder of Capital Securities has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee, such Holder or such
holder of Capital Securities, then and in every such case the Company, the Trustee, the Holders and
such holder of Capital Securities shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee, the Holders and the holders of Capital Securities shall continue as
though no such proceeding had been instituted.



Section 5.10. Rights and Remedies Cumulative. 




     Except as otherwise provided in the last paragraph of Section 3.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



Section 5.11. Delay or Omission Not Waiver. 




     No delay or omission of the Trustee, any Holder of any Security or any holder of any Capital
Security to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.



     Every right and remedy given by this Article or by law to the Trustee or to the Holders and
the right and remedy given to the holders of Capital Securities by Section 5.8 may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee, the Holders or the
holders of Capital Securities, as the case may be.



Section 5.12. Control by Holders. 




     The Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that:



     (1) such direction shall not be in conflict with any rule of law or with this Indenture,



     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and



     (3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to
follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith,



38









 







determine that the proceeding so directed would be unjustly prejudicial to the Holders not
joining in any such direction or would involve the Trustee in personal liability.



Section 5.13. Waiver of Past Defaults. 




     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series and, in the case of any Securities of a series issued to a National City Capital Trust,
the holders of Capital Securities issued by such National City Capital Trust may waive any past
default hereunder and its consequences with respect to such series except a default:



     (1) in the payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security of such series, or



     (2) in respect of a covenant or provision hereof which under Article IX cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series affected.



     Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such
series or, in the case of a waiver by holders of Capital Securities issued by such National City
Capital Trust, by all holders of Capital Securities issued by such National City Capital Trust.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



Section 5.14. Undertaking for Costs. 




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.



Section 5.15. Waiver of Usury, Stay or Extension Laws. 




     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to the extent



39









 







that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted.



ARTICLE VI




THE TRUSTEE




Section 6.1. Certain Duties and Responsibilities. 




     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided in Section 313(c)
of the Trust Indenture Act, notice of such default hereunder known to a Responsible Officer of the
Trustee, unless such default shall have been cured or waived. However, except in the case of a
default in the payment of the principal of (or premium, if any) or interest on, or any Additional
Amounts with respect to, any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of Securities of such series.



Section 6.2. Certain Rights of Trustee.




     Subject to the provisions of Sections 315(a) through 315(d) of the Trust Indenture Act:



     (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;



     (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or a Company Order (other than delivery of any Security to the Trustee for
authentication and delivery pursuant to Section 3.3 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution or Board Resolutions;



     (c) whenever in the administration of this Indenture, the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate;



     (d) the Trustee may consult with counsel of its selection and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;



     (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders of Securities of any series



40









 







pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of any kind by reason
of such inquiry or investigation;



     (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;



     (h) the Trustee shall not be liable for any action taken, suffered, omitted to be taken by it
in good faith and reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture;



     (i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Securities and this Indenture;



     (j) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder; and



     (k) in no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



Section 6.3. Not Responsible for Recitals or Issuance of Securities. 




     The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the Company and the Trustee
or any Authenticating Agent assumes no responsibility for their correctness The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or
Coupons. The Trustee represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the statements made by
it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee or any Authenticating



41









 







Agent shall not be accountable for the use or application by the Company of Securities or the
proceeds thereof.



Section 6.4. May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee or the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and Coupons and, subject to Sections 310(b) and 311
of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
Person.



Section 6.5. Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed with the Company.



Section 6.6. Compensation and Reimbursement.




     The Company agrees



     (1) to pay to the Trustee from time to time such compensation for all services rendered by it
hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);



     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the
reasonable expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as shall be determined to have been caused by its own negligence or willful
misconduct; and



     (3) to indemnify each of the Trustee and any predecessor Trustee and its agents for, and to
hold them harmless against, any loss, liability, claim, damage or expense including taxes (other
than taxes based upon, measured by or determined by the income of the Trustee) incurred without
negligence or willful misconduct on their part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or performance of any of
their powers or duties hereunder.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities of any series upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of (or
premium, if any) or interest on Securities. When the Trustee incurs expenses or renders services
after an Event of Default occurs, the expenses and compensation for the services of the Trustee



42









 







are intended to constitute expenses of administration under any bankruptcy law or any similar
federal or state law for the relief of debtors The provisions of this Section 606 shall survive
the termination of this Indenture.



Section 6.7. Corporate Trustee Required; Eligibility; Conflicting Interests.




     There shall at all times be a Trustee hereunder that is a corporation permitted by Section
310(a)(1) and (5) of the Trust Indenture Act to act as trustee under the Trust Indenture Act and 51
that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article. If the Trustee has or shall acquire any
conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the
Securities of any series, the Trustee shall take such action as is required pursuant to said
Section 310(b).



Section 6.8. Resignation and Removal; Appointment of Successor.




     (1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 6.9.



     (2) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.9 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor Trustee with respect
to such series.



     (3) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series.



     (4) If at any time:




	 	(a)	 	the Trustee shall fail to comply with the obligations imposed
upon it under Section 310(b) of the Trust Indenture Act after written request
therefor by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or
	 
	 	(b)	 	the Trustee shall cease to be eligible under Section 6.7 and
shall fail to resign after written request therefor by the Company or by any
such Holder of a Security, or




43









 






	 	(c)	 	the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case






	 	(i)	 	the Company, by or pursuant to a Board
Resolution, may remove the Trustee with respect to all Securities, or
	 
	 	(ii)	 	subject to Section 315(e) of the Trust
Indenture Act, any Holder of a Security who has been a bona fide Holder
of a Security of any series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to
all Securities of such series and the appointment of a successor
Trustee or Trustees.





     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section
6.9. If, within one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 6.9, become the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the Company or the Holders
of Securities and accepted appointment in the manner required by Section 6.9, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



     (6) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities of such series as their names and addresses appear in the
Security Register. If Securities of such series are issued as Bearer Securities, the Company shall
publish notice of such event once in an Authorized Newspaper. Each notice shall include the name
of the successor Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.



44









 





Section 6.9. Acceptance of Appointment by Successor.




     (1) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee. On the request of the Company and/or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided
for in Section 6.6.



     (2) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which




	 	(a)	 	shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates,
	 
	 	(b)	 	if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and
	 
	 	(c)	 	shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee.





     Herein or in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee
shall be responsible for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder, and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein, such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates have no further responsibility
for the exercise of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture other than as hereinafter expressly set forth, and each such



45









 







successor Trustee without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.



     (3) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may
be.



     (4) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article VI.



Section 6.10. Merger, Conversion, Consolidation or Succession to Business.




     (1) Without the execution or filing of any paper or any further act on the part of any of the
parties hereto, (1) any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or



     (2) any corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or



     (3) any corporation succeeding to all or substantially all of the corporate trust business of
the Trustee,


shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise
qualified and eligible under this Article VI. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.




Section 6.11. Appointment of Authenticating Agent. 




     The Trustee may appoint an Authenticating Agent or Authenticating Agents, which may be an
Affiliate of the Company, with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue or exchange, registration of transfer or partial redemption or pursuant
to Section 3.6. Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.



46









 





     Each Authenticating Agent shall be acceptable to the Company and, except as specified as
contemplated by Section 3.1, shall at all times



     (1) be a corporation that would be permitted by Section 310(a)(1) and (5) of the Trust
Indenture Act to be able to act as a trustee under an indenture qualified under the Trust Indenture
Act,



     (2) be authorized under applicable law and by its charter to act as such, and



     (3) have a combined capital and surplus (computed in accordance with Section 310(a)(2) of the
Trust Indenture Act) of not less that $50,000,000.



     If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section. If the Authenticating Agent has or shall acquire any
conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the
Securities of any series, the Authenticating Agent shall take such action as is required pursuant
to said Section 310(b).



     Without the execution or filing of any paper or any further act on the part of the Trustee or
the Authenticating Agent,




	 	(a)	 	any corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or
	 
	 	(b)	 	any corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or
	 
	 	(c)	 	any corporation succeeding to the corporate agency or corporate trust business
of an Authenticating Agent,




shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section.




     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company. At such time,
the Trustee shall also




	 	(i)	 	mail written notice of such appointment by first-class mail, postage prepaid,
to all Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Securities Register, and




47









 






	 	(ii)	 	if Securities of the series are issued as bearer securities, publish notice of
such appointment at least once in an Authorized Newspaper.




Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.




     The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section. If the Trustee makes such payments, it shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 6.6.



     The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each Authenticating Agent.



     If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s
certificate of authentication, an alternate certificate of authentication in the following form:



     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



     Dated:



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

as Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested in writing (which writing need not comply with
Section 102) by the Company, shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to such series of
Securities.



     The Trustee is hereby appointed as an Authenticating Agent.




48










 





ARTICLE VII




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 7.1. Company to Furnish Trustee Names and Addresses of Holders. 




     The Company will furnish or cause to be furnished to the Trustee:



     (a) semi-annually, not more than 15 days after January 15 and July 15 in each year, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders as of
January 1 and July 1 of such year, and



     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished,



     excluding from any such list names and addresses received by the Trustee in its capacity as
Securities Registrar.



Section 7.2. Preservation of Information, Communications to Holders. 




     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.



     (b) The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided in the Trust Indenture Act.



     (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.



Section 7.3. Reports by Trustee. 




     (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in
the manner provided pursuant thereto.



     (b) Reports so required to be transmitted at stated intervals of not more than 12 months shall
be transmitted no later than July 15 in each calendar year, commencing with the first July 15 after
the first issuance of Securities under this Indenture.



49









 





     (c) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed and also with the
Commission. The Company will notify the Trustee when any Securities are listed on any stock
exchange.



Section 7.4. Reports by Company. 




     The Company shall file with the Trustee and with the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act;
provided that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is required to be filed with the Commission. Notwithstanding that the
Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company shall continue to file with the Commission and provide the Trustee
with the annual reports and the information, documents and other reports which are specified in
Sections 13 and 15(d) of the Exchange Act. The Company also shall comply with the other provisions
of Trust Indenture Act Section 314(a).



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled or
rely exclusively on Officers’ Certificates).



ARTICLE VIII




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




Section 8.1. Company May Consolidate, Etc., Only on Certain Terms. 




     The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:



     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
corporation formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust organized and existing
under the laws of the United States of America or any State or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if
any) and interest (including any Additional Interest) on all the Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or observed;



50









 





     (2) immediately after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of Default, shall have
happened and be continuing;



     (3) in the case of the Securities of a series issued to a National City Capital Trust, such
consolidation, merger, conveyance, transfer or lease is permitted under the related Trust Agreement
and related National City Guarantee and does not give rise to any breach or violation of the
related Trust Agreement or related National City Guarantee; and



     (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any such
supplemental indenture comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with; and the Trustee, subject to Section 6.2,
may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such
transaction complies with this Section 8.1.



Section 8.2. Successor Corporation Substituted. 




     Upon any consolidation or merger by the Company with or into any other Person, or any
conveyance, transfer or lease by the Company of its properties and assets substantially as an
entirety to any Person in accordance with Section 8.1, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; and in the event of any such conveyance, transfer or lease the Company shall be
discharged from all obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.



     Such successor Person may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such successor Person
thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose
pursuant to such provisions. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had been issued at the
date of the execution hereof.



     In case of any such consolidation, merger, sale, conveyance or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.



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ARTICLE IX




SUPPLEMENTAL INDENTURES




Section 9.1. Supplemental Indentures without Consent of Holders. 




     Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, provided, however, that the form and terms of
Securities of any series may be established by a Board Resolution, as set forth in the Officers’
Certificate delivered to the Trustee pursuant to Section 3.1, without entering into a supplemental
indenture for all purposes hereunder, for any of the following purposes:



     (1) to evidence the succession of another Person to the Company, and the assumption by any
such successor of the covenants of the Company herein and in the Securities contained; or



     (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to
surrender any right or power herein conferred upon the Company; or



     (3) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or
3.1; or



     (4) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or



     (5) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such additional Events of Default are to be for the benefit of less
than all series of Securities, stating that such additional Events of Default are expressly being
included solely for the benefit of such series); or



     (6) to change or eliminate any of the provisions of this Indenture, provided that any such
change or elimination shall become effective only when there is no Security Outstanding of any
series created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or



     (7) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture, provided that such action pursuant to
this clause (7) shall not adversely affect the interest of the Holders of Securities of any series
in any material respect or, in the case of the Securities of a series issued to a National City
Capital Trust and for so long as any of the corresponding series of Capital Securities issued by
such National City Capital Trust shall remain outstanding, the holders of such Capital Securities;
or



     (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the



52









 




administration of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11; or




     (9) to comply with the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act.



Section 9.2. Supplemental Indentures with Consent of Holders. 




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,



     (1) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated
by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the
Securities of any series, change the Stated Maturity of the principal of, or any installment of
interest (including any Additional Interest) on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or reduce any premium payable upon the redemption thereof,
or reduce the amount of principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the place of
payment where, or the coin or currency in which, any Security or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or



     (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this Indenture, or



     (3) modify any of the provisions of this Section, Section 5.13 or Section 10.5, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Security affected thereby; or



     (4) modify the provisions in Article XIII of this Indenture with respect to the subordination
of Outstanding Securities of any series in a manner adverse to the Holders thereof;



     provided, further, that, in the case of the Securities of a series issued to a National City
Capital Trust, so long as any of the corresponding series of Capital Securities issued by such
National City Capital Trust remains outstanding, (i) no such amendment shall be made that adversely
affects the holders of such Capital Securities in any material respect, and no termination of this
Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under
this Indenture shall be effective, without the prior consent of the holders



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of at least a majority of the aggregate liquidation preference of such Capital Securities then
outstanding unless and until the principal (and premium, if any) of the Securities of such series
and all accrued and (subject to Section 3.7), unpaid interest (including any Additional Interest)
thereon have been paid in full and (ii) no amendment shall be made to Section 5.8 of this Indenture
that would impair the rights of the holders of Capital Securities provided therein without the
prior consent of the holders of each Capital Security then outstanding unless and until the
principal (and premium, if any) of the Securities of such series and all accrued and (subject to
Section 3.7) unpaid interest (including any Additional Interest) thereon have been paid in full.




     A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture that has expressly been included solely for the benefit of one or more particular series
of Securities or Capital Securities, or which modifies the rights of the Holders of Securities or
holders of Capital Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of Securities or
holders of Capital Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



Section 9.3. Execution of Supplemental Indentures. 




     In executing or accepting the additional series of Securities created by any supplemental
indenture permitted by this Article or the modifications thereby of any series of Securities
previously created by this Indenture, the Trustee shall be provided with, and (subject to Section
6.2) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or permitted by this
Indenture, and that all conditions precedent have been complied with. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.



Section 9.4. Effect of Supplemental Indentures. 




     Upon the execution of any supplemental indenture under this Article IX or delivery to the
Trustee of the Officers’ Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate
shall have the effect of a supplemental indenture for all purposes hereunder), this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



Section 9.5. Conformity with Trust Indenture Act. 




     Every supplemental indenture executed pursuant to this Article IX and every Officers’
Certificate delivered to the trustee pursuant to Section 3.1 hereof shall conform to the
requirements of the Trust Indenture Act as then in effect.



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Section 9.6. Reference in Securities to Supplemental Indentures. 




     Securities authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX or delivery to the Trustee of the Officers’ Certificate pursuant to
Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture
for all purposes hereunder) may, and shall if required by the Company, bear a notation in form
approved by the Company as to any matter provided for in such supplemental indenture or such
Officers’ Certificate. If the Company shall so determine, new Securities of any series so modified
as to conform, in the opinion of the Company, to any such supplemental indenture or such Officer’s
Certificate may be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.



ARTICLE X




COVENANTS




Section 10.1. Payment of Principal, Premium and Interest. 




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Securities of
that series in accordance with the terms of such Securities and this Indenture.



Section 10.2. Maintenance of Office or Agency. 




     The Company will maintain in each Place of Payment for any series of Securities, an office or
agency where Securities of that series may be presented or surrendered for payment and an office or
agency where Securities of that series may be surrendered for transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate
Trust Office, as its agent for said purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any time the Company
shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all of such purposes, and may from time
to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency in each Place
of Payment for Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation and any change in the location of any such office or
agency.



Section 10.3. Money for Security Payments to be Held in Trust. 




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest



55









 




on any of the Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its failure so to act.




     Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m. New
York City time on each due date of the principal of or interest on any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to such principal and
premium (if any) or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its failure so to act.



     The Company will cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 10.3, that such Paying Agent will:



     (1) hold all sums held by it for the payment of the principal of (and premium, if any) or
interest on Securities in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided;



     (2) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities) in the making of any payment of principal (and premium, if any) or interest:



     (3) at any time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and



     (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Security and
remaining unclaimed for two years after such principal (and premium, if any) or interest has become
due and payable shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by
the Company) shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being



56









 




required to make any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.




Section 10.4. Statement as to Compliance. 




     The Company shall deliver to the Trustee, within 120 days after the end of each calendar year
of the Company ending after the date hereof, an Officers’ Certificate covering the preceding
calendar year, stating whether or not to the best knowledge of the signers thereof the Company is
in default in the performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they may have knowledge.
For the purpose of this Section 10.4, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this Indenture.



Section 10.5. Waiver of Certain Covenants. 




     The Company may omit in any particular instance to comply with any covenant or condition
provided pursuant to Sections 3.1, 9.1(3), or 9.1(4) with respect to the Securities of any series,
if before or after the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect.



Section 10.6. Additional Sums. 




     In the case of the Securities of a series issued to a National City Capital Trust, so long as
no Event of Default has occurred and is continuing and except as otherwise specified as
contemplated by Section 2.1 or Section 3.1, in the event that (i) such National City Capital Trust
is the Holder of all of the Outstanding Securities of such series, (ii) a Tax Event in respect of
such National City Capital Trust shall have occurred and be continuing and (iii) the Company shall
not have (A) redeemed the Securities of such series pursuant to Section 11.7(b) or (B) terminated
such National City Capital Trust pursuant to Section 9.2(b) of the related Trust Agreement, the
Company shall pay to such National City Capital Trust (and its permitted successors or assigns
under the related Trust Agreement) for so long as such National City Capital Trust (or its
permitted successor or assignee) is the registered holder of any Securities of such series, such
additional amounts as may be necessary in order that the amount of Distributions (including any
Additional Amounts (as defined in such Trust Agreement)) then due and payable by such National City
Capital Trust on the related Capital Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional
Taxes (the “Additional Sums”). Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of or interest on the Securities, such mention
shall be deemed to include mention of the payments of the



57









 




Additional Sums provided for in this paragraph to the extent that, in such context, Additional
Sums are, were or would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any provisions hereof
shall not be construed as excluding Additional Sums in those provisions hereof where such express
mention is not made; provided, however, that the deferral of the payment of interest pursuant to
Section 3.11 or the Securities shall not defer the payment of any Additional Sums that may be due
and payable.




Section 10.7. Additional Covenants. 




     The Company covenants and agrees with each Holder of Securities of any series that it shall
not, and it shall not permit any Subsidiary of the Company to, (a) declare or pay any dividends or
distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any
shares of the Company’s capital stock (which includes common and preferred stock), or (b) 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 Securities other than the Securities of such series) that rank
pari passu with or junior in interest to the Securities of such series or make any guarantee
payments with respect to any guarantee by the Company of debt securities of any subsidiary of the
Company (including National City Guarantees other than the National City Guarantee related to the
Capital Securities issued by the National City Capital Trust holding Securities of such series) if
such guarantee ranks pari passu with or junior in interest to the Securities (other than (a)
dividends or distributions in Common Stock of the Company, (b) any declaration of a dividend in
connection with the implementation of a rights plan or the issuance of stock under any such plan or
the redemption or repurchase of any such rights pursuant thereto, (c) payments under the National
City Guarantee related to the Capital Securities issued by the National City Capital Trust holding
Securities of such series, and (d) purchases of Common Stock related to the issuance of Common
Stock or rights under any of the Company’s benefit plans for its directors, officers or employees)
if at such time (i) there shall have occurred any event of which the Company has actual knowledge
that (A) with the giving of notice or the lapse of time or both, would constitute an Event of
Default with respect to the Securities of such series and (B) in respect of which the Company shall
not have taken reasonable steps to cure, (ii) if the Securities of such series are held by a
National City Capital Trust, the Company shall be in default with respect to its payment of any
obligations under the National City Guarantee relating to the Capital Securities issued by such
National City Capital Trust or (iii) the Company shall have given notice of its election to begin
an Extension Period with respect to the Securities of such series as provided herein and shall not
have rescinded such notice, or such Extension Period, or any extension thereof, shall be
continuing.



     The Company also covenants with each Holder of Securities of a series issued to a National
City Capital Trust (i) to maintain directly or indirectly 100% ownership of the Common Securities
of such National City Capital Trust; provided, however, that any permitted successor of the Company
hereunder may succeed to the Company’s ownership of such Common Securities, (ii) not to voluntarily
terminate, wind-up or liquidate such National City Capital Trust, except (a) in connection with a
distribution of the Securities of such series to the holders of Trust Securities in liquidation of
such National City Capital Trust or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement and (iii) to use its reasonable efforts,
consistent with the terms and provisions of such Trust



58









 




Agreement, to cause such National City Capital Trust to remain classified as a grantor trust
and not an association taxable as a corporation for United States federal income tax purposes.




ARTICLE XI




REDEMPTION OF SECURITIES




Section 11.1. Applicability of This Article. 




     Redemption of Securities of any series (whether by operation of a sinking fund or otherwise)
as permitted or required by any form of Security issued pursuant to this Indenture shall be made in
accordance with such form of Security and this Article; provided, however, that if any provision of
any such form of Security shall conflict with any provision of this Article, the provision of such
form of Security shall govern. Except as otherwise set forth in the form of Security for such
series, each Security of such series shall be subject to partial redemption only in the amount of
$100,000 or, in the case of the Securities of a series issued to a National City Capital Trust,
$100,000, or integral multiples of $1,000 in excess thereof.



Section 11.2. Election to Redeem; Notice to Trustee. 




     The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of less than all of the
Securities of any particular series and having the same terms, the Company shall, not less than 30
nor more than 60 days prior to the Redemption Date (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee of such date and of the principal amount of Securities of that
series to be redeemed. In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such
restriction.



Section 11.3. Selection of Securities to be Redeemed. 




     If less than all the Securities of any series are to be redeemed (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the principal amount of any
Security of such series, provided that the portion of the principal amount of any Security not
redeemed shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
partial redemption and the principal amount thereof to be redeemed. For all purposes of this



59









 




Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be redeemed. If the
Company shall so direct, Securities registered in the name of the Company, any Affiliate or any
Subsidiary thereof shall not be included in the Securities selected for redemption.




Section 11.4. Notice of Redemption. 




     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later
than the thirtieth day, and not earlier than the sixtieth day, prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the address of such Holder as it appears in the
Securities Register.



     With respect to Securities of each series to be redeemed, each notice of redemption shall
state:



     (a) the Redemption Date;



     (b) the Redemption Price;



     (c) if less than all Outstanding Securities of such particular series and having the same
terms are to be redeemed, the identification (and, in the case of partial redemption, the
respective principal amounts) of the particular Securities to be redeemed;



     (d) that on the Redemption Date, the Redemption Price will become due and payable upon each
such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and
after said date;



     (e) the place or places where such Securities are to be surrendered for payment of the
Redemption Price; and



     (f) that the redemption is for a sinking fund, if such is the case.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request (upon it giving 5 Business Days advance notice to
the Trustee), by the Trustee in the name and at the expense of the Company and shall not 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 Security designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.



Section 11.5. Deposit of Redemption Price. 




     Prior to 10:00 a.m. New York City time on the Redemption Date specified in the notice of
redemption given as provided in Section 11.4, the Company will deposit with the Trustee or with one
or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will
segregate and hold in trust as provided in Section 10.3) an amount of money



60









 




sufficient to pay the Redemption Price of, and any accrued interest (including Additional
Interest) on, all the Securities which are to be redeemed on that date.




Section 11.6. Payment of Securities Called for Redemption. 




     If any notice of redemption has been given as provided in Section 11.4, the Securities or
portion of Securities 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 at the applicable Redemption Price. On
presentation and surrender of such Securities at a Place of Payment in said notice specified, the
said securities or the specified portions thereof shall be paid and redeemed by the Company at the
applicable Redemption Price, together with accrued interest (including any Additional Interest) to
the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section
3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, 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.



     Upon presentation of any Security redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new
Security or Securities of the same series, of authorized denominations, in aggregate principal
amount equal to the portion of the Security not redeemed so presented and having the same Original
Issue Date, Stated Maturity and terms. If a Global Security is so surrendered, such new Security
will also be a new Global Security.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the Security.



Section 11.7. Right of Redemption of Securities Initially Issued to a National City Capital
Trust. 




     In the case of the Securities of a series initially issued to a National City Capital Trust,
except as otherwise specified as contemplated by Section 3.1, the Company, at its option, may
redeem such Securities (i) on or after the date five years after the Original Issue Date of such
Securities, in whole at any time or in part from time to time, or (ii) upon the occurrence and
during the continuation of a Tax Event, at any time within 90 days following the occurrence of such
Tax Event in respect of such National City Capital Trust, in whole (but not in part), in each case
at a Redemption Price equal to 100% of the principal amount thereof.



ARTICLE XII




SINKING FUNDS




Section 12.1. Applicability of Article. 




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by Section 3.1 for such
Securities.



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     The minimum amount of any sinking fund payment provided for by the terms of any Securities of
any series is herein referred to as a “mandatory sinking fund payment”, and any sinking
fund payment in excess of such minimum amount which is permitted to be made by the terms of such
Securities of any series is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of any Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the terms of such
Securities.



Section 12.2. Satisfaction of Sinking Fund Payments with Securities. 




     In lieu of making all or any part of a mandatory sinking fund payment with respect to any
Securities of a series in cash, the Company may at its option, at any time no more than 16 months
and no less than 30 days prior to the date on which such sinking fund payment is due, deliver to
the Trustee Securities of such series (together with the unmatured coupons, if any, appertaining
thereto) theretofore purchased or otherwise acquired by the Company, except Securities of such
series that have been redeemed through the application of mandatory or optional sinking fund
payments pursuant to the terms of the Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the Securities of such series
were originally issued by the Company by way of bona fide sale or other negotiation for value;
provided that the Securities to be so credited have not been previously so credited. The Securities
to be so credited shall be received and credited for such purpose by the Trustee at the redemption
price for such Securities, as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.



Section 12.3. Redemption of Securities for Sinking Fund. 




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section 3.1) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Such Officers’
Certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such Officers’ Certificate (or,
as required by this Indenture, the Securities and coupons, if any, specified in such Officers’
Certificate), the sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the
Securities of such series subject to a mandatory sinking fund payment without the right to deliver
or credit securities as provided in Section 12.2 and without the right to make the optional sinking
fund payment with respect to such series at such time.



     Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made with respect to the Securities of



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any particular series shall be applied by the Trustee (or by the Company if the Company is
acting as its own Paying Agent) on the sinking fund payment date on which such payment is made (or,
if such payment is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities of such series at
the Redemption Price specified in such Securities with respect to the sinking fund. Any sinking
fund moneys not so applied or allocated by the Trustee (or, if the Company is acting as its own
Paying Agent, segregated and held in trust by the Company as provided in Section 10.3) for such
series and together with such payment (or such amount so segregated) shall be applied in accordance
with the provisions of this Section 12.3. Any and all sinking fund moneys with respect to the
Securities of any particular series held by the Trustee (or if the Company is acting as its own
Paying Agent, segregated and held in trust as provided in Section 10.3) on the last sinking fund
payment date with respect to Securities of such series and not held for the payment or redemption
of particular Securities of such series shall be applied by the Trustee (or by the Company if the
Company is acting as its own Paying Agent), together with other moneys, if necessary, to be
deposited (or segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity. The Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 11.4. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Section 11.6. On or before each sinking
fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own
Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.3) in cash a
sum in the currency in which Securities of such series are payable (except as provided pursuant to
Section 3.1) equal to the principal and any interest accrued to the Redemption Date for Securities
or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 12.3.




     Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund
moneys or mail any notice of redemption of Securities of such series by operation of the sinking
fund for such series during the continuance of a default in payment of interest, if any, on any
Securities of such series or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series, except that if the
notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee
(or the Company, if the Company is then acting as its own Paying Agent) shall redeem such
Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article XII. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during
the continuance of such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case such default or
Event of Default shall have been cured or waived herein, such moneys shall thereafter be applied on
the next sinking fund payment date for the Securities of such series on which such moneys may be
applied pursuant to the provisions of this Section 12.3.



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ARTICLE XIII




SUBORDINATION OF SECURITIES




Section 13.1. Securities Subordinate to Senior and Subordinated Debt. 




     The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this
Article XIII, the payment of the principal of (and premium, if any) and interest (including any
Additional Interest) on each and all of the Securities are hereby expressly made subordinate and
subject in right of payment to the prior payment in full of all amounts then due and payable in
respect of all Senior and Subordinated Debt.



Section 13.2. Payment Over of Proceeds Upon Dissolution, Etc. 




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company (each such event, if any, herein sometimes referred to as a “Proceeding”), then the
holders of Senior and Subordinated Debt shall be entitled to receive payment in full of Allocable
Amounts of such Senior and Subordinated Debt, or provision shall be made for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated
Debt, before the Holders of the Securities are entitled to receive or retain any payment or
distribution of any kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the payment of any other
Debt of the Company subordinated to the payment of the Securities, such payment or distribution
being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal
of (or premium, if any) or interest (including any Additional Interest) on the Securities or on
account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to
that end the holders of Senior and Subordinated Debt shall be entitled to receive, for application
to the payment thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, including any Junior Subordinated Payment, which may be payable or
deliverable in respect of the Securities in any such Proceeding.



     In the event that, notwithstanding the foregoing provisions of this Section 13.2, the Trustee
or the Holder of any Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, including any Junior
Subordinated Payment, before all Allocable Amounts of all Senior and Subordinated Debt are paid in
full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior and Subordinated Debt, and if such fact shall, at or prior to
the time of such payment or distribution, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment or distribution of assets of the Company for
application to the payment of all Allocable Amounts of all Senior and Subordinated Debt remaining
unpaid, to the extent necessary to pay all Allocable Amounts of all Senior and Subordinated Debt in
full, after giving effect to any concurrent payment or distribution to or for the holders of Senior
and Subordinated Debt.



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     For purposes of this Article XIII only, the words “any payment or distribution of any kind or
character, whether in cash, property or securities” shall not be deemed to include shares of stock
of the Company as reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which securities are subordinated in right
of payment to all then outstanding Senior and Subordinated Debt to substantially the same extent as
the Securities are so subordinated as provided in this Article XIII. The consolidation of the
Company with, or the merger of the Company into, another Person or the liquidation or dissolution
of the Company following the sale of all or substantially all of its properties and assets as an
entirety to another Person upon the terms and conditions set forth in Article VIII shall not be
deemed a Proceeding for the purposes of this Section 13.2 if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires by sale such
properties and assets as an entirety, as the case may be, shall, as a part of such consolidation,
merger, or sale comply with the conditions set forth in Article VIII.



Section 13.3. Prior Payment to Senior and Subordinated Debt Upon Acceleration of Securities.





     In the event that any Securities are declared due and payable before their Stated Maturity,
then and in such event the holders of the Senior and Subordinated Debt outstanding at the time such
Securities so become due and payable shall be entitled to receive payment in full of all Allocable
Amounts due on or in respect of such Senior and Subordinated Debt (including any amounts due upon
acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the
Securities are entitled to receive any payment or distribution of any kind or character, whether in
cash, properties or securities (including any Junior Subordinated Payment) by the Company on
account of the principal of (or premium, if any) or interest (including any Additional Interest) on
the Securities or on account of the purchase or other acquisition of Securities by the Company or
any Subsidiary; provided, however, that nothing in this Section 13.3 shall prevent the satisfaction
of any sinking fund payment in accordance with this Indenture or as otherwise specified as
contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant
to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any
series Securities which have been acquired (upon redemption or otherwise) prior to such declaration
of acceleration.



     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 13.3,
and if such fact shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over
and delivered forthwith to the Company.



     The provisions of this Section 13.3 shall not apply to any payment with respect to which
Section 13.2 would be applicable.



Section 13.4. No Payment When Senior and Subordinated Debt in Default. 




     (a) In the event and during the continuation of any default in the payment of principal of (or
premium, if any) or interest on any Senior and Subordinated Debt, or in the event that any event of
default with respect to any Senior and Subordinated Debt shall have occurred and be



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continuing and shall have resulted in such Senior and Subordinated Debt becoming or being
declared due and payable prior to the date on which it would otherwise have become due and payable,
unless and until such event of default shall have been cured or waived or shall have ceased to
exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial
proceeding shall be pending with respect to any such default in payment or such event or default,
then no payment or distribution of any kind or character, whether in cash, properties or securities
(including any Junior Subordinated Payment) shall be made by the Company on account of principal of
(or premium, if any) or interest (including any Additional Interest), if any, on the Securities or
on account of the purchase or other acquisition of Securities by the Company or any Subsidiary, in
each case unless and until all Allocable Amounts of such Senior and Subordinated Debt are paid in
full; provided, however, that nothing in this Section 13.4 shall prevent the satisfaction of any
sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by
Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2
or as otherwise specified as contemplated by Section 3.1 for the Securities of any series
Securities which have been acquired (upon redemption or otherwise) prior to such default in payment
or event of default.




     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 13.4,
and if such fact shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over
and delivered forthwith to the Company.



     The provisions of this Section 13.4 shall not apply to any payment with respect to which
Section 13.2 would be applicable.



Section 13.5. Payment Permitted if No Default. 




     Nothing contained in this Article XIII or elsewhere in this Indenture or in any of the
Securities shall prevent (a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 13.2 or under the conditions described in Sections 13.3 and 13.4, from
making payments at any time of principal of (and premium, if any) or interest (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any money deposited with it
hereunder to the payment of or on account of the principal of (and premium, if any) or interest
(including any Additional Interest) on the Securities or the retention of such payment by the
Holders, if, at the time of such application by the Trustee, it did not have knowledge that such
payment would have been prohibited by the provisions of this Article XIII.



Section 13.6. Subrogation to Rights of Holders of Senior and Subordinated Debt. 




     Subject to the payment in full of all amounts due or to become due on all Senior and
Subordinated Debt, or the provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior and Subordinated Debt, the Holders of the Securities
shall be subrogated to the extent of the payments or distributions made to the holders of such
Senior and Subordinated Debt pursuant to the provisions of this Article XIII (equally and ratably
with the holders of all indebtedness of the Company which by its express terms is subordinated to
Senior and Subordinated Debt of the Company to substantially the same extent



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as the Securities are subordinated to the Senior and Subordinated Debt and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders of such Senior and
Subordinated Debt) to the rights of the holders of such Senior and Subordinated Debt to receive
payments and distributions of cash, property and securities applicable to the Senior and
Subordinated Debt until the principal of (and premium, if any) and interest on the Securities shall
be paid in full. For purposes of such subrogation, no payments or distributions to the holders of
the Senior and Subordinated Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article XIII to the holders of Senior and
Subordinated Debt by Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior and Subordinated Debt, and the Holders of the Securities, be
deemed to be a payment or distribution by the Company to or on account of the Senior and
Subordinated Debt.




Section 13.7. Provisions Solely to Define Relative Rights. 




     The provisions of this Article XIII are and are intended solely for the purpose of defining
the relative rights of the Holders of the Securities on the one hand and the holders of Senior and
Subordinated Debt on the other hand. Nothing contained in this Article XIII or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the
Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to
pay to the Holders of the Securities the principal of (and premium, if any) and interest (including
any Additional Interest) on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the Company of the Holders
of the Securities and creditors of the Company other than their rights in relation to the holders
of Senior and Subordinated Debt; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under this Indenture
including, without limitation, filing and voting claims in any Proceeding, subject to the rights,
if any, under this Article XIII of the holders of Senior and Subordinated Debt to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such Holder.



Section 13.8. Trustee to Effectuate Subordination. 




     Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee
on his or her behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination provided in this Article XIII and appoints the Trustee his or her
attorney-in-fact for any and all such purposes.



Section 13.9. No Waiver of Subordination Provisions. 




     No right of any present or future holder of any Senior and Subordinated Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise
charged with.



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     Without in any way limiting the generality of the immediately preceding paragraph, the holders
of Senior and Subordinated Debt may, at any time and from to time, without the consent of or notice
to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior and Subordinated
Debt, do any one or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior and Subordinated Debt, or otherwise amend
or supplement in any manner Senior and Subordinated Debt or any instrument evidencing the same or
any agreement under which Senior and Subordinated Debt is outstanding; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing Senior and
Subordinated Debt; (iii) release any Person liable in any manner for the collection of Senior and
Subordinated Debt; and (iv) exercise or refrain from exercising any rights against the Company and
any other Person.



Section 13.10. Notice to Trustee. 




     The Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XIII or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company or a holder of Senior and
Subordinated Debt or from any trustee, agent or representative therefor; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 13.10 at least two
Business Days prior to the date upon which by the terms hereof any monies may become payable for
any purpose (including, without limitation, the payment of the principal of (and premium, if any)
or interest (including any Additional Interest) on any Security), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received and shall not be affected
by any notice to the contrary which may be received by it within two Business Days prior to such
date.



     Subject to the provisions of Section 6.2, the Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior and
Subordinated Debt (or a trustee therefor) to establish that such notice has been given by a holder
of Senior and Subordinated Debt (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any Person as a holder
of Senior and Subordinated Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior and Subordinated Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.



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Section 13.11. Reliance on Judicial Order or Certificate of Liquidating Agent. 




     Upon any payment or distribution of assets of the Company referred to in this Article XIII,
the Trustee, subject to the provisions of Section 6.2, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent jurisdiction in which
such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of
the Senior and Subordinated Debt and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XIII.



Section 13.12. Trustee Not Fiduciary for Holders of Senior and Subordinated Debt. 




     The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any
fiduciary duty to the holders of Senior and Subordinated Debt and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to
the Company or to any other Person cash, property or securities to which any holders of Senior and
Subordinated Debt shall be entitled by virtue of this Article or otherwise.



Section 13.13. Rights of Trustee as Holder of Senior and Subordinated Debt; Preservation of
Trustee’s Rights. 




     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article XIII with respect to any Senior and Subordinated Debt which may at any time be held by it,
to the same extent as any other holder of Senior and Subordinated Debt, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.



Section 13.14. Article Applicable to Paying Agents. 




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article XIII shall in such
case (unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article XIII in addition to or in place of the Trustee.



Section 13.15. Certain Conversions or Exchanges Deemed Payment. 




     For the purposes of this Article XIII only, (a) the issuance and delivery of junior securities
upon conversion or exchange of Securities shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest (including any
Additional Interest) on Securities or on account of the purchase or other acquisition of
Securities, and (b) the payment, issuance or delivery of cash, property or securities (other than
junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment
on account of the principal of such security. For the purposes of this Section 13.15, the term
“junior securities” means (i) shares of any stock of any class of the Company and (ii)
securities of the Company which are subordinated in right of payment to all Senior and Subordinated
Debt which



69









 




may be outstanding at the time of issuance or delivery of such securities to substantially the
same extent as, or to a greater extent than, the Securities are so subordinated as provided in this
Article XIII.




     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.



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	 	NATIONAL CITY CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ 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:	 	Assistant Vice President
	 

	 	 	 	 






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