WITNESSETH: -----------Severance Agreement • February 4th, 1998 • National City Corp • National commercial banks • Delaware
Exhibit 4.5 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 3rd, 2006 • National City Corp • National commercial banks • New York
Exhibit 1.1 NATIONAL CITY CORPORATION (a Delaware corporation) Senior Debt Securities and Subordinated Debt Securities UNDERWRITING AGREEMENT Dated: April 28, 1999 NATIONAL CITY CORPORATION (a Delaware corporation) Senior Debt Securities and...Underwriting Agreement • May 5th, 1999 • National City Corp • National commercial banks • New York
BY AND BETWEEN NATIONAL CITY CORPORATION AS GUARANTOR AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS TRUSTEEGuarantee Agreement • November 9th, 2006 • National City Corp • National commercial banks • New York
Exhibit 1.1 NATIONAL CITY CORPORATION (a Delaware corporation) Senior Debt Securities Subordinated Debt Securities Preferred Stock Depositary Shares Representing Preferred Stock UNDERWRITING AGREEMENT March 10, 2004 NATIONAL CITY CORPORATION (a...Underwriting Agreement • March 17th, 2004 • National City Corp • National commercial banks • New York
dated as of April 12, 2001 betweenCredit Agreement • May 15th, 2001 • National City Corp • National commercial banks • New York
Exhibit 1.1 National City Capital Trust II (a Delaware statutory trust) Trust Preferred Securities PURCHASE AGREEMENT Dated: October 27, 2006 National City Capital Trust II (a Delaware statutory trust) Trust Preferred Securities PURCHASE AGREEMENTPurchase Agreement • November 9th, 2006 • National City Corp • National commercial banks • New York
TERMS AGREEMENTTerms Agreement • March 17th, 2004 • National City Corp • National commercial banks
1 EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of this 16th day of July, 1996 between National City Corporation, a Delaware corporation ("National City"), and National...Registration Rights Agreement • May 16th, 1997 • National City Corp • National commercial banks • Ohio
EXHIBIT 10.7 NATIONAL CITY CORPORATION Restricted Stock Award Agreement High Potential Employee WHEREAS, the individual identified as Grantee ("Grantee") on the cover sheet that is attached hereto and hereby made a part hereof ("Cover Sheet") is a key...Restricted Stock Award Agreement • May 14th, 2003 • National City Corp • National commercial banks
Exhibit 4.2 ASSUMPTION AGREEMENT To JPMorgan Chase Bank, June 11, 2002 as Administrative Agent party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to the Credit Agreement (the "CREDIT AGREEMENT") dated as of April...Assumption Agreement • August 12th, 2002 • National City Corp • National commercial banks • New York
AMENDMENTSplit Dollar Agreement • January 30th, 2003 • National City Corp • National commercial banks
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of February 2, 1996Credit Facility Agreement • March 13th, 1996 • National City Corp • National commercial banks • New York
Issuer toSubordinated Indenture • March 27th, 2003 • National City Corp • National commercial banks • New York
Exhibit 2 AGREEMENT AND PLAN OF MERGER by and between NATIONAL CITY CORPORATIONMerger Agreement • February 17th, 2004 • National City Corp • National commercial banks • Ohio
Issuer toSenior Indenture • March 17th, 2004 • National City Corp • National commercial banks • New York
1. Approval of the Agreement and Plan of Merger, dated as of November 30, 1997, by and between National City Corporation and First of America Bank Corporation (the "Merger Agreement"). [ ] FOR [ ] AGAINST [ ] ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS...Merger Agreement • February 19th, 1998 • National City Corp • National commercial banks
Exhibit 2.2Stock Option Agreement • December 9th, 1997 • National City Corp • National commercial banks • Michigan
Exhibit 10.41 AGREEMENT NOT TO COMPETE In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Agreement Not to Compete (this "Agreement"), National City Corporation, a Delaware...Non-Compete Agreement • May 7th, 2004 • National City Corp • National commercial banks • Ohio
AMONG NATIONAL CITY CORPORATION, AS DEPOSITOR,Trust Agreement • November 9th, 2006 • National City Corp • National commercial banks • Delaware
Exhibit 2 AGREEMENT AND PLAN OF MERGER by and between NATIONAL CITY CORPORATIONMerger Agreement • November 20th, 2003 • National City Corp • National commercial banks • Ohio
EMPLOYMENT AGREEMENT AGREEMENT by and between National City Corporation, a Delaware corporation (the "Company") and Richard F. Chormann (the "Executive") dated as of the 30th day of November, 1997. The Company has determined that it is in the best...Employment Agreement • May 15th, 1998 • National City Corp • National commercial banks • Delaware
1 Exhibit 2.2Stock Option Agreement • December 9th, 1997 • National City Corp • National commercial banks • Michigan
NATIONAL CITY CORPORATION REPLACEMENT CAPITAL COVENANTReplacement Capital Covenant • February 4th, 2008 • National City Corp • National commercial banks
This REPLACEMENT CAPITAL COVENANT, dated as of January 30, 2008 (this “Replacement Capital Covenant”), by National City Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), is in favor of and for the benefit of each Covered Debtholder (as defined below).
Exhibit 2 AGREEMENT AND PLAN OF MERGER by and between NATIONAL CITY CORPORATIONMerger Agreement • July 27th, 2006 • National City Corp • National commercial banks • Ohio
ContractStock Option Agreement • October 30th, 2008 • National City Corp • National commercial banks • New York
STOCK OPTION AGREEMENT, dated as of October 24, 2008, (this “Agreement”), between National City Corporation, a Delaware corporation (“Issuer”), and The PNC Financial Services Group, Inc., a Pennsylvania corporation (“Grantee”).
EXHIBIT 2.1Merger Agreement • December 9th, 1997 • National City Corp • National commercial banks • Delaware
NATIONAL CITY CORPORATION Underwriting AgreementUnderwriting Agreement • February 4th, 2008 • National City Corp • National commercial banks • New York
National City Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you, as the underwriter (the “Underwriter”) an aggregate of $1,250,000,000 principal amount of its 4.0 % Convertible Senior Notes due 2011 (the “Firm Securities”), convertible into shares of common stock, par value $4.00 per share (the “Stock”) of the Company and, at the election of the Underwriter, up to an aggregate of $187,500,000 additional principal amount of 4.0 % Convertible Senior Notes (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriter elects to purchase pursuant to Section 2 being collectively called the “Securities”) solely to cover over-allotments, if any, to be issued pursuant to the Senior Indenture, dated as of March 17, 2004, between the Company and The Bank of New York Trust Company, N.A., as the successor to The Bank of New York Trust Company (the “Trustee”), as amended and s
GUARANTEE AGREEMENT Dated as of [ • ] By and Between NATIONAL CITY CORPORATION as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A. as TrusteeGuarantee Agreement • October 25th, 2006 • National City Corp • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of [•] 2006, 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 II, a Delaware statutory trust (the “Trust”).
NATIONAL CITY CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT National City CorporationRestricted Stock Unit Award Agreement • May 12th, 2008 • National City Corp • National commercial banks • Ohio
WHEREAS, National City Corporation (“Corporation”) currently has in effect the National City Corporation Long-Term Cash and Equity Incentive Plan Effective January 1, 2005 (the “Plan”); and
NATIONAL CITY CORPORATION Stock Option Agreement — Non-Incentive Stock OptionStock Option Agreement • May 12th, 2008 • National City Corp • National commercial banks • Ohio
WHEREAS, the individual identified as Optionee (“Optionee”) on the cover sheet that is attached hereto and hereby made a part hereof (“Cover Sheet”) is an officer and key employee of National City Corporation (hereinunder called the “Corporation”) or of a Subsidiary; and
SEVERANCE AGREEMENTSeverance Agreement • August 8th, 2005 • National City Corp • National commercial banks • Delaware
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of «Date_», by and between National City Corporation, a Delaware corporation (the “Company”), and «Name» (the “Executive”).
NATIONAL CITY CORPORATION RESTRICTED STOCK AWARD AGREEMENT National City CorporationRestricted Stock Award Agreement • August 8th, 2008 • National City Corp • National commercial banks • Ohio
WHEREAS, National City Corporation (“Corporation”) currently has in effect the National City Corporation Long-Term Cash and Equity Incentive Plan Effective January 1, 2005; and
AMONG NATIONAL CITY CORPORATION, AS DEPOSITOR,Trust Agreement • November 3rd, 2006 • National City Corp • National commercial banks • Delaware
AMENDMENT TO AGREEMENT NOT TO COMPETE BETWEEN NATIONAL CITY CORPORATION AND [EXECUTIVE]Agreement Not to Compete • May 9th, 2006 • National City Corp • National commercial banks
