NATIONAL CITY CORPORATION
3.20% Senior Notes Due April 1, 2008
TERMS AGREEMENT
Dated: March 5, 2003
To: National City Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Re: Underwriting Agreement dated April 28, 1999
Dear Sirs:
We understand that National City Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell $300,000,000 aggregate principal amount
of its senior debt securities (the "Senior Debt Securities"). This Agreement is
the Terms Agreement referred to in the underwriting agreement dated April 28,
1999 (the "Underwriting Agreement"). Subject to the terms and conditions set
forth herein or incorporated by reference herein, the Underwriter named below
(the "Underwriter") offers to purchase the respective amounts of the Senior Debt
Securities set forth below.
Principal
Amount of
Name of Debt
Underwriter Securities
----------- ----------
Xxxxxxx Xxxxx Xxxxxx Inc. $300,000,000
Total $300,000,000
-----------
The Senior Debt Securities shall have the following terms:
Title of securities: 3.20% Senior Notes due April 1, 2008
Principal amount to be issued: $300,000,000
Senior or Subordinated: Senior
CUSIP: 635405 AN 3
Currency: U.S. Dollars
Current ratings: Xxxxx'x Investors Service, Inc.: A1
Standard & Poor's Ratings Services: A
Interest rate: 3.20% per annum
Interest payment dates: April 1 and October 1 of each year, commencing October
1, 2003
Day count convention: 30/360
Date of maturity: April 1, 2008
Redemption provisions: None
Sinking fund requirements: None
Initial public offering price: 99.795% of the principal amount, plus accrued
interest, if any, from March 10, 2003
Underwriting Discount: 0%
Purchase Price: 99.795% of the principal amount, plus accrued interest, if any,
from March 10, 2003 (payable in same day funds)
Listing requirement: None
Conversion provisions: None
Closing date and location: March 10, 2003 at the offices of Xxxxxx Xxxxxx Xxxxx
& Xxxx LLP, New York, New York
Additional representations, if any: None
Lock-up provisions: The Company may not issue, without the consent of the
Underwriter, any other debt securities between the date hereof and the Closing
Time.
Other terms and conditions:
The following documents will be required at the Closing Time: Officers'
Certificate pursuant to Section 5(c) of the Underwriting Agreement; Legal
Opinions pursuant to Sections 5(b)(1), 5(b)(2) and 5(b)(3) of the Underwriting
Agreement; a Comfort Letter pursuant to Section 5(d) of the Underwriting
Agreement; and other documents pursuant to Section 5(e) of the Underwriting
Agreement.
The Underwriter agrees, subject to the terms and provisions of the above
referenced Underwriting Agreement, which is incorporated herein in its entirety
and made a part hereof, to purchase the principal amount of the Senior Debt
Securities set forth opposite its name.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed in said State.
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If the foregoing is in accordance with your understanding of the agreement
between us and the Company, please sign and return to us a counterpart hereof,
whereupon this instrument, along with all counterparts and together with the
Underwriting Agreement, shall be a binding agreement between the Underwriter
named herein and the Company in accordance with its terms and the terms of the
Underwriting Agreement.
Very truly yours,
XXXXXXX XXXXX XXXXXX INC.
By:/s/ Xxxxx Xxxx
----------------------------
Authorized Signatory
Confirmed and accepted as of
the date first above written:
NATIONAL CITY CORPORATION
By:/s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
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