EX-4.19



 





Exhibit 4.19




GUARANTEE AGREEMENT




Dated as of [ • ]




By and Between




NATIONAL CITY CORPORATION

as Guarantor




and




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

as Trustee




 









 





CROSS REFERENCE TABLE1




	 	 	 
	Section of Trust	 	Section of
	Indenture Act of	 	Guarantee
	1939, as amended	 	Agreement
	 
	 	 
	310(a)

	 	4.1(a) 
	310(b)

	 	2.8; 4.1(c) 
	310(c)

	 	Inapplicable 
	311(a)

	 	2.2(b) 
	311(b)

	 	2.2(b) 
	311(c)

	 	Inapplicable 
	312(a)

	 	2.2(a); 2.9 
	312(b)

	 	2.2(b); 2.9 
	312(c)

	 	2.9 
	313(a)

	 	2.3 
	313(b)

	 	2.3 
	313(c)

	 	2.3 
	313(d)

	 	2.3 
	314(a)

	 	2.4 
	314(b)

	 	Inapplicable 
	314(c)

	 	2.5 
	314(d)

	 	Inapplicable 
	314(e)

	 	2.5 
	314(f)

	 	Inapplicable 
	315(a)

	 	3.1(d); 3.2(a) 






 









 






	 	 	 
	Section of Trust	 	Section of
	Indenture Act of	 	Guarantee
	1939, as amended	 	Agreement
	 
	 	 
	315(b)

	 	2.7(a) 
	315(c)

	 	3.1(c) 
	315(d)

	 	3.1(d) 
	316(a)

	 	2.6; 5.4(a) 
	316(b)

	 	5.3 
	316(c)

	 	Inapplicable 
	317(a)

	 	2.10 
	317(b)

	 	Inapplicable 
	318(a)

	 	2.1(b) 








 




			
	1	 	This Cross-Reference Table does not constitute part of the Agreement and shall not
have any bearing upon the interpretation of any of its terms or provisions.





 









 





Table of Contents




	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 1	 	INTERPRETATION AND DEFINITIONS 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 1.1.	 	Interpretation and Definitions	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 2	 	TRUST INDENTURE ACT 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.1.	 	Trust Indenture Act; Application	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.2.	 	Lists of Holders of Securities	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.3.	 	Reports by Guarantee Trustee	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.4.	 	Periodic Reports to Guarantee Trustee	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.5.	 	Evidence of Compliance with Conditions Precedent	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.6.	 	Guarantee Event of Default; Waiver	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.7.	 	Guarantee Event of Default; Notice	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.8.	 	Conflicting Interests	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.9.	 	Disclosure of Information	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 2.10.	 	Guarantee Trustee May File Proofs of Claim	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 3	 	POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 3.1.	 	Powers and Duties of Guarantee Trustee	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 3.2.	 	Certain Rights of Guarantee Trustee	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 4	 	GUARANTEE TRUSTEE	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 4.1.	 	Guarantee Trustee; Eligibility	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 4.2.	 	Appointment, Removal and Resignation of Guarantee Trustee	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 5	 	GUARANTEE	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 5.1.	 	Guarantee	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 5.2.	 	Waiver of Notice and Demand	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 5.3.	 	Obligations Not Affected	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 5.4.	 	Rights of Holders	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 5.5.	 	Guarantee of Payment	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 5.6.	 	Subrogation	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 5.7.	 	Independent Obligations	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 6	 	LIMITATION OF TRANSACTIONS; SUBORDINATION	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 6.1.	 	Limitation of Transactions	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 6.2.	 	Ranking	 	 	14	 






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	 	 	SECTION 6.3.	 	Subordination of Common Securities	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 7	 	TERMINATION	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 7.1.	 	Termination	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 8	 	MISCELLANEOUS	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 8.1.	 	Successors and Assigns	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 8.2.	 	Amendments	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 8.3.	 	Notices	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 8.4.	 	Benefit	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SECTION 8.5.	 	Governing Law	 	 	16	 






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GUARANTEE AGREEMENT




          This GUARANTEE AGREEMENT (the “Guarantee”), dated as of [•] 200[•], is executed and
delivered by NATIONAL CITY CORPORATION, a Delaware corporation (the “Guarantor”), 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 (the “Guarantee Trustee”), for the
benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein)
of NATIONAL CITY CAPITAL TRUST VIII, a Delaware statutory trust (the “Trust”).




RECITALS




          WHEREAS, pursuant to the Trust Agreement (as defined herein), the Trust may issue up to [$ • ]
aggregate liquidation amount of capital securities, having a liquidation amount of $25.00 per
security and designated the “[ • ]% Trust Preferred Securities” of the Trust (the “Capital
Securities”) and up to [$1,000,000] liquidation amount of common securities, having a
liquidation amount of [$1,000] per security and designated the “[ • ]% Common Securities” of the
Trust (the “Common Securities” and, together with the Capital Securities, the
“Securities”);




          WHEREAS, as an incentive for the Holders to purchase the Securities, the Guarantor desires to
irrevocably and unconditionally agree, to the extent set forth in this Guarantee, to pay to the
Holders of the Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein; and




          WHEREAS, if a Trust Enforcement Event (as defined herein) has occurred and is continuing, the
rights of holders of the Common Securities to receive Guarantee Payments (as defined herein) under
this Guarantee are subordinated to the rights of Holders of Capital Securities to receive Guarantee
Payments under this Guarantee;




          NOW, THEREFORE, in consideration of the purchase by each Holder of Securities, which purchase
the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee for the benefit of the Holders.




ARTICLE 1




INTERPRETATION AND DEFINITIONS




      SECTION 1.1. Interpretation and Definitions. In this Guarantee, unless the context
otherwise requires:



          (a) capitalized terms used in this Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;




          (b) a term defined anywhere in this Guarantee has the same meaning throughout;




          (c) all references to “the Guarantee” or “this Guarantee” are to this Guarantee Agreement as
modified, supplemented or amended from time to time;




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          (d) all references in this Guarantee to Articles, Sections and Recitals are to Articles,
Sections and Recitals of this Guarantee, unless otherwise specified;




          (e) unless otherwise defined in this Guarantee, a term defined in the Trust Indenture Act has
the same meaning when used in this Guarantee;




          (f) a reference to the singular includes the plural and vice versa and a reference to any
masculine form of a term shall include the feminine form of a term, as applicable; and




          (g) the following terms have the following meanings:




          “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities
Act of 1933, as amended, or any successor rule thereunder.




          “Business Day” has the meaning specified in the Trust Agreement.




          “Capital Securities” has the meaning specified in the Recitals hereto.




          “Common Securities” has the meaning specified in the Recitals hereto.




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




          “Corporate Trust Office” means the principal office of the Guarantee Trustee at which
at any particular time its corporate trust business shall be administered, which office at the date
of execution of this Guarantee is located at 700 South Flower Street, Suite 500, Los Angeles,
California 90017.




          “Global Security” means a fully registered, global Capital Security, as defined in the
Indenture, representing the Capital Securities.




          “Guarantee Event of Default” means a default by the Guarantor on any of its payment or
other obligations under this Guarantee.




          “Guarantee Payments” means the following payments or distributions, without
duplication, with respect to the Securities, to the extent not paid by or on behalf of the Trust:
(i) any accumulated and unpaid Distributions (as defined in the Trust Agreement) that are required
to be paid on such Securities to the extent the Trust has sufficient funds available therefore at
the time, (ii) the redemption price, including all accumulated and unpaid Distributions to the date
of redemption, with respect to any Securities called for redemption by the Trust, to the extent the
Trust shall have sufficient funds available therefore at the time or (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Trust (other than in connection with the
distribution of ICONs to the Holders in exchange for Securities as provided in the Trust
Agreement), the lesser of (a) the aggregate of the liquidation amount and all accumulated and
unpaid Distributions on the Securities to the date of payment, to the extent the Trust has
sufficient funds available therefore and (b) the amount of assets of the Trust remaining available
for distribution to Holders in liquidation of the Trust (in either case, the “Liquidation
Distribution”).




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          “Guarantee Trustee” means The Bank of New York Trust Company, N.A. until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of
this Guarantee and thereafter means each such Successor Guarantee Trustee.




          “Holder” means any holder of Securities, as registered on the books and records of the
Trust; provided, however, that, in determining whether the Holders of the requisite percentage of
Capital Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not
include the Guarantor or any Affiliate of the Guarantor or any other obligor on the Capital
Securities.




          “ICONS” means the series of junior subordinated securities to be issued by National
City Corporation designated the “[ ]% Income Capital Obligation Notes due [•]”, held by the
Property Trustee as defined in the Trust Agreement.




          “Indenture” means the Junior Subordinated Indenture, dated as of [•], 200[•], by and
between National City Corporation and The Bank of New York Trust Company, N.A., as Trustee, and any
indenture supplemental thereto pursuant to which the ICONS are to be issued to the Property
Trustee, as defined in the Trust Agreement.




          “List of Holders” has the meaning assigned to it in Section 2.2 hereof.




          “Majority in Liquidation Amount” means, except as provided in the terms of the Capital
Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a
single class, or, as the context may require, Holders of outstanding Capital Securities or Holders
of outstanding Common Securities, voting separately as a class, who are the record owners of more
than 50% of the aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of the relevant class.
In determining whether the Holders of the requisite amount of Securities have voted, Securities
which are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the
Securities shall be disregarded for the purpose of any such determination.




          “Officers’ Certificate” means, with respect to any Person, a certificate signed on
behalf of such Person by two Authorized Officers (as defined in the Trust Agreement) of such
Person. Any Officers’ Certificate delivered with respect to compliance with a condition or
covenant provided for in this Guarantee shall include:




               (i) a statement that each officer signing the Officers’ Certificate has read the covenant or
condition and the definitions relating thereto;



               (ii) a brief statement of the nature and scope of the examination or investigation undertaken
by each officer on behalf of such Person in rendering the Officers’ Certificate;



               (iii) a statement that each such officer has made such examination or investigation as, in
such officer’s opinion, is necessary to enable such officer on behalf of such Person to express an
informed opinion as to whether or not such covenant or condition has been complied with; and



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               (iv) a statement as to whether, in the opinion of each such officer acting on behalf of such
Person, such condition or covenant has been complied with.



          “Person” means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision thereof, or any
other entity of whatever nature.




          “Redemption Price” has the meaning specified in the Trust Agreement.




          “Responsible Officer” means, with respect to the Guarantee Trustee, any officer with
direct responsibility for the administration of this Guarantee and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of
that officer’s knowledge of and familiarity with the particular subject.




          “Securities” has the meaning specified in the Recitals hereto.




          “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.1.




          “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the date
hereof, as amended, modified or supplemented from time to time, among the trustees of the Trust
named therein, the Guarantor, as sponsor, and the Holders, from time to time, of undivided
beneficial ownership interests in the assets of the Trust.




          “Trust Enforcement Event” in respect of the Securities means an Indenture Event of
Default (as defined in the Indenture) has occurred and is continuing in respect of the ICONS.




          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.




ARTICLE 2




TRUST INDENTURE ACT




      SECTION 2.1. Trust Indenture Act; Application. (a) This Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of this Guarantee and shall, to
the extent applicable, be governed by such provisions.



          (b) If and to the extent that any provision of this Guarantee limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control.




      SECTION 2.2. Lists of Holders of Securities. (a) The Guarantor shall provide the
Guarantee Trustee (i) except while the Capital Securities are represented by one or more Global
Securities, at least two Business Days prior to the date for payment of Distributions, a list, in
such form as the Guarantee Trustee may reasonably require, of the names and addresses of the
Holders of the Securities (“List of Holders”) as of the record date relating to the payment
of such Distributions,



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          and (ii) at any other time, within 30 days of receipt by the Guarantor of a written request
from the Guarantee Trustee for a List of Holders as of a date no more than 15 days before such List
of Holders is given to the Guarantee Trustee; provided that the Guarantor shall not be obligated to
provide such List of Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee Trustee shall
preserve, in as current a form as is reasonably practicable, all information contained in Lists of
Holders given to it, provided that the Guarantee Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders.




          (b) The Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and
312(b) of the Trust Indenture Act.




      SECTION 2.3. Reports by Guarantee Trustee. Within 60 days after [•] of each year
(commencing with the year of the first anniversary of the issuance of the Securities), the
Guarantee Trustee shall provide to the Holders of the Securities such reports as are required by
Section 313 of the Trust Indenture Act (if any) in the form and in the manner provided by Section
313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.



      SECTION 2.4. Periodic Reports to Guarantee Trustee. The Guarantor shall provide to
the Guarantee Trustee such documents, reports and information as required by Section 314(a) (if
any) of the Trust Indenture Act and the compliance certificate required by Section 314(a) of the
Trust Indenture Act in the form, in the manner and at the times required by Section 314(a) of the
Trust Indenture Act, but in no event later than 120 days after the end of each calendar year.



      SECTION 2.5. Evidence of Compliance with Conditions Precedent. The Guarantor shall
provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any,
provided for in this Guarantee that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers’ Certificate.



      SECTION 2.6. Guarantee Event of Default; Waiver. The Holders of a Majority in
Liquidation Amount of the Capital Securities may, by vote or written consent, on behalf of the
Holders of all of the Securities, waive any past Guarantee Event of Default and its consequences.
Upon such waiver, any such Guarantee Event of Default shall cease to exist, and any Guarantee Event
of Default arising therefrom shall be deemed to have been cured, for every purpose of this
Guarantee, but no such waiver shall extend to any subsequent or other default or Guarantee Event of
Default or impair any right consequent thereon.



      SECTION 2.7. Guarantee Event of Default; Notice. (a) The Guarantee Trustee shall,
within 90 days after the occurrence of a Guarantee Event of Default actually known to a Responsible
Officer of the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders of
the Securities, notices of all such Guarantee Events of Default, unless such defaults have been
cured before the giving of such notice; provided that the Guarantee Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Guarantee Trustee in good
faith determines that the withholding of such notice is in the interests of the Holders of the
Securities.



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          (b) The Guarantee Trustee shall not be deemed to have knowledge of any Guarantee Event of
Default unless the Guarantee Trustee shall have received written notice thereof or a Responsible
Officer of the Guarantee Trustee charged with the administration of this Guarantee Agreement shall
have obtained actual knowledge thereof.




      SECTION 2.8. Conflicting Interests. The Trust Agreement shall be deemed to be
specifically described in this Guarantee for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.



      SECTION 2.9. Disclosure of Information. The disclosure of information as to the
names and addresses of the Holders of the Securities in accordance with Section 312 of the Trust
Indenture Act, regardless of the source from which such information was derived, shall not be
deemed to be a violation of any existing law, or any law hereafter enacted which does not
specifically refer to Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be
held accountable by reason of mailing any material pursuant to a request made under Section 312(b)
of the Trust Indenture Act.



      SECTION 2.10. Guarantee Trustee May File Proofs of Claim. Upon the occurrence of a
Guarantee Event of Default, the Guarantee Trustee is hereby authorized to (a) recover judgment, in
its own name and as trustee of an express trust, against the Guarantor for the whole amount of any
Guarantee Payments remaining unpaid and (b) file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have its claims and those of the Holders of the
Securities allowed in any judicial proceedings relative to the Guarantor, its creditors or its
property.



ARTICLE 3




POWERS, DUTIES AND RIGHTS OF

GUARANTEE TRUSTEE




      SECTION 3.1. Powers and Duties of Guarantee Trustee.



          (a) This Guarantee shall be held by the Guarantee Trustee on behalf of the Trust for the
benefit of the Holders of the Securities, and the Guarantee Trustee shall not transfer this
Guarantee to any Person except a Holder of Securities exercising his or her rights pursuant to
Section 5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee
Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of
the Guarantee Trustee in and to this Guarantee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and succession of title shall be effective whether or not conveyance
documents have been executed and delivered pursuant to the appointment of such Successor Guarantee
Trustee.




          (b) If a Guarantee Event of Default actually known to a Responsible Officer of the Guarantee
Trustee has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the
benefit of the Holders of the Securities.




          (c) The Guarantee Trustee, before the occurrence of any Guarantee Event of Default and after
the curing of all Guarantee Events of Default that may have occurred, shall undertake to




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          perform only such duties as are specifically set forth in this Guarantee, and no implied
covenants shall be read into this Guarantee against the Guarantee Trustee. In case a Guarantee
Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is
actually known to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Guarantee, and use the same degree of
care and skill in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.




          (d) No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:




               (i) prior to the occurrence of any Guarantee Event of Default and after the curing or waiving
of all such Guarantee Events of Default that may have occurred:




	 	(A)	 	the duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Guarantee, and the
Guarantee Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Guarantee, and no implied
covenants or obligations shall be read into this Guarantee against the
Guarantee Trustee; and
	 
	 	(B)	 	in the absence of bad faith on the part of the Guarantee
Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Guarantee Trustee and conforming to
the requirements of this Guarantee; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Guarantee;





               (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee
Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;



               (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the Holders of not less than a
Majority in Liquidation Amount of the Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee; and



               (iv) no provision of this Guarantee shall require the Guarantee Trustee to expend or risk its
own funds or otherwise incur personal financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is not reasonably



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assured to it under the terms of this Guarantee or if the Guarantee Trustee shall have
reasonable grounds for believing that an indemnity, reasonably satisfactory to the Guarantee
Trustee, against such risk or liability is not reasonably assured to it under the terms of this
Guarantee.



      SECTION 3.2. Certain Rights of Guarantee Trustee. (a) Subject to the provisions of
Section 3.1:



               (i) The Guarantee 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, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties;



               (ii) Any direction or act of the Guarantor contemplated by this Guarantee shall be
sufficiently evidenced by an Officers’ Certificate;



               (iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or omitting any action
hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in
the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate
which, upon receipt of such request, shall be promptly delivered by the Guarantor;



               (iv) The Guarantee Trustee shall have no duty to see to any recording, filing or registration
or any instrument (or any rerecording, refiling or re-registration thereof);



               (v) The Guarantee Trustee may consult with counsel, and the advice or opinion of such counsel
with respect to legal matters 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 accordance with such
advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may
include any of its employees. The Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Guarantee from any court of competent
jurisdiction;



               (vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder
shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory
to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and
the expenses of the Guarantee Trustee’s agents, nominees or custodians) and liabilities that might
be incurred by it in complying with such request or direction, including such reasonable advances
as may be requested by the Guarantee Trustee; provided that nothing contained in this Section
3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of a Guarantee
Event of Default, of its obligation to exercise the rights and powers vested in it by this
Guarantee;



               (vii) The Guarantee 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, note, other evidence of indebtedness or other



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paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit;



               (viii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and
the Guarantee 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;



               (ix) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders,
and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to
perform any such action. No third party shall be required to inquire as to the authority of the
Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this
Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee’s or its agent’s
taking such action; and



               (x) Whenever in the administration of this Guarantee, the Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Guarantee Trustee (i) may request written instructions from the Holders of a
Majority in Liquidation Amount of the Securities, (ii) may refrain from enforcing such remedy or
right or taking such other action until such written instructions are received and (iii) shall be
protected in conclusively relying on or acting in accordance with such written instructions.



          (b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the
Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the
Guarantee Trustee shall be unqualified or incompetent to act in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.




ARTICLE 4




GUARANTEE TRUSTEE




      SECTION 4.1. Guarantee Trustee; Eligibility.



          (a) There shall be at all times a Guarantee Trustee which shall:




               (i) not be an Affiliate of the Guarantor; and



               (ii) be a corporation organized and doing business under the laws of the United States of
America or any state or territory thereof or of the District of Columbia, or a corporation or other
Person permitted by the Securities and Exchange Commission to act as an institutional trustee under
the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by federal, state, territorial or District of Columbia authority. If
such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority referred to above, then, for the



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purposes of this Section 4.1(a)(ii), the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published.



          (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section
4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in
Section 4.2(c).




          (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.




      SECTION 4.2. Appointment, Removal and Resignation of Guarantee Trustee.



          (a) Subject to Section 4.2(b), unless a Guarantee Event of Default shall have occurred and be
continuing, the Guarantee Trustee may be appointed or removed with or without cause at any time by
the Guarantor.




          (b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a
Successor Guarantee Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.




          (c) The Guarantee Trustee appointed to office shall hold such office until a Successor
Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee
Trustee may resign from office (without need for prior or subsequent accounting) by an instrument
in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation
shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such
appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to
the Guarantor and the resigning Guarantee Trustee.




          (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as
provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of
removal or resignation, the removed or resigning Guarantee Trustee may petition any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon,
after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee
Trustee.




          (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor
Guarantee Trustee.




          (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing
for fees and reimbursement of expenses which have accrued to the date of such termination, removal
or resignation.




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ARTICLE 5




GUARANTEE




      SECTION 5.1. Guarantee.



          The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by the Trust), as and when due,
regardless of any defense, right of set-off or counterclaim that the Trust may have or assert. The
Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Trust to pay such amounts to the
Holders. Notwithstanding anything to the contrary herein, the Guarantor retains all of its rights
under the Indenture to extend the interest payment period on the ICONS pursuant to Section 3.11
thereof and the Guarantor shall not be obligated hereunder to make any Guarantee Payments during
any Extension Period (as defined in the certificate evidencing the ICONS) with respect to the
Distributions (as defined in the Trust Agreement) on the Securities.




      SECTION 5.2. Waiver of Notice and Demand.



          The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to
which it applies or may apply, presentment, demand for payment, any right to require a proceeding
first against the Trust or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.




      SECTION 5.3. Obligations Not Affected.



          The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall
be absolute and unconditional and shall remain in full force and effect until terminated in
accordance with Section 7.1 below, the entire liquidation amount of all outstanding Securities
shall have been paid and such obligation shall in no way be affected or impaired by reason of the
happening from time to time of any event, including without limitation, the following, whether or
not with notice to, or the consent of, the Guarantor:




          (a) The release or waiver, by operation of law or otherwise, of the performance or observance
by the Trust of any express or implied agreement, covenant, term or condition relating to the
Securities to be performed or observed by the Trust;




          (b) The extension of time for the payment by the Trust of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms
of the Securities or the extension of time for the performance of any other obligation under,
arising out of, or in connection with the Securities (other than an extension of time for payment
of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from
the extension of any interest payment period on the ICONs);




          (c) Any failure, omission, delay or lack of diligence on the part of the Property Trustee or
the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the


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           Property Trustee or the Holders pursuant to the terms of the Securities, or any action on the
part of the Trust granting indulgence or extension of any kind;




          (d) The voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Trust or any of the assets of the Trust, except as provided in the first sentence of this Section
5.3;




          (e) Any invalidity of, or defect or deficiency in, the Securities;




          (f) The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or




          (g) Any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations
of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.




          There shall be no obligation of the Guarantee Trustee or the Holders to give notice to, or
obtain consent of the Guarantor or any other Person with respect to the happening of any of the
foregoing.




          No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind
or nature that the Guarantor has or may have against any Holder shall be available hereunder to the
Guarantor against such Holder to reduce the payments to it under this Guarantee.




      SECTION 5.4. Rights of Holders.



          (a) The Holders of at least a Majority in Liquidation Amount of the Securities have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under this Guarantee.




          (b) If the Guarantee Trustee fails to enforce this Guarantee, then any Holder of Securities
may, subject to the subordination provisions of Section 6.2, institute a legal proceeding directly
against the Guarantor to enforce the Guarantee Trustee’s rights under this Guarantee without first
instituting a legal proceeding against the Trust, the Guarantee Trustee or any other person or
entity. In addition, if the Guarantor has failed to make a Guarantee Payment, a Holder of
Securities may, subject to the subordination provisions of Section 6.2, directly institute a
proceeding against the Guarantor for enforcement of the Guarantee for such payment to the Holder of
the Securities of the principal of or interest on the ICONs on or after the respective due dates
specified in the ICONs, and the amount of the payment will be based on the Holder’s pro rata share
of the amount due and owing on all of the Securities. The Guarantor hereby waives any right or
remedy to require that any action on this Guarantee be brought first against the Trust or any other
person or entity before proceeding directly against the Guarantor.




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      SECTION 5.5. Guarantee of Payment.



          This Guarantee creates a guarantee of payment and not of collection. This Guarantee Agreement
will not be discharged except by payment of the Guarantee Payments in full (without duplication of
amounts theretofore paid by the Trust) or upon distribution of the ICONs to Holders as provided in
the Trust Agreement.




      SECTION 5.6. Subrogation.



          The Guarantor shall be subrogated to all (if any) rights of the Holders of Securities against
the Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee;
provided, however, that the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee, if at the time of any such payment, any amounts are due and unpaid under this
Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to
the Guarantee Trustee for the benefit of the Holders.




      SECTION 5.7. Independent Obligations.



          The Guarantor acknowledges that its obligations hereunder are independent of the obligations
of the Trust with respect to the Securities, and that the Guarantor shall be liable as principal
and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
notwithstanding the occurrence of any event referred to in subsections 5.3(a) through 5.3(g),
inclusive, hereof.




ARTICLE 6




LIMITATION OF TRANSACTIONS; SUBORDINATION




      SECTION 6.1. Limitation of Transactions.



          So long as any Securities remain outstanding, if (i) there shall have occurred an event of
default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of
Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as
provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such
Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and
shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any
of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any,
on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or
junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the
Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari
passu with or junior in interest to the ICONS (other than (a) dividends or distributions in
additional shares of capital stock of the Guarantor, (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


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           under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock
or rights under any of the Company’s benefits plans for its directors, officers or employees).




      SECTION 6.2. Ranking.



          This Guarantee will constitute an unsecured obligation of the Guarantor and will rank
subordinate and junior in right of payment to all Senior and Subordinated Debt (as defined in the
Indenture) of the Guarantor in the same manner and to the same extent as set forth in Article XIII
of the Indenture.




      SECTION 6.3. Subordination of Common Securities.



          If a Trust Enforcement Event has occurred and is continuing under the Trust Agreement, the
rights of the holders of the Common Securities to receive Guarantee Payments hereunder shall be
subordinated to the rights of the Holders of the Capital Securities to receive Guarantee Payments
under this Guarantee.




ARTICLE 7




TERMINATION




      SECTION 7.1. Termination.



          This Guarantee shall terminate upon (i) full payment of the Redemption Price of all
Securities, (ii) distribution of the ICONs to the Holders of all the Securities or (iii) full
payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the
Trust. Notwithstanding the foregoing, this Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder of Securities must restore payment of any
sums paid under the Securities or under this Guarantee.




ARTICLE 8




MISCELLANEOUS




      SECTION 8.1. Successors and Assigns.



          All guarantees and agreements contained in this Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the
Holders of the Securities then outstanding. Except in connection with a consolidation, merger or
sale involving the Guarantor that is permitted under Article VIII of the Indenture and pursuant to
which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder,
the Guarantor shall not assign its obligations hereunder.




      SECTION 8.2. Amendments.


Except with respect to any changes that do not materially adversely affect the rights of the
Holders (in which case no consent of the Holders will be required), this Guarantee may not be


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amended without the prior approval of the Holders of at least a Majority in Liquidation Amount of
the Securities. The provisions of Section [ • ] of the Trust Agreement with respect to
meetings of, and action by written consent of, the Holders of the Securities apply to the giving of
such approval.




      SECTION 8.3. Notices.



          All notices provided for in this Guarantee shall be in writing, duly signed by the party
giving such notice, and shall be delivered by hand, telecopied or mailed by registered or certified
mail, as follows:




          (a) If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth
below (or such other address as the Guarantee Trustee may give notice of to the Guarantor and the
Holders of the Securities):



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

700 South Flower Street

Suite 500

Los Angeles, California 90017




          (b) If given to the Guarantor, at the Guarantor’s mailing addresses set forth below (or such
other address as the Guarantor may give notice of to the Guarantee Trustee and the Holders of the
Securities):



National City Corporation

1900 East Ninth Street

Cleveland, Ohio 44114

Facsimile No.: (216) 222- 2983

Attention: Treasurer




          (c) If given to any Holder of Securities, at the address set forth on the books and records of
the Trust.




          All such notices shall be deemed to have been given when received in person, telecopied with
receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.




      SECTION 8.4. Benefit.



          This Guarantee is solely for the benefit of the Holders of the Securities and, subject to
Section 3.1(a), is not separately transferable from the Securities.




      SECTION 8.5. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



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      IN WITNESS WHEREOF, this Guarantee is executed as of the day and year first above written.



	 	 	 	 	 
	 	NATIONAL CITY CORPORATION,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

as Guarantee Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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