GUARANTEE AGREEMENT Dated as of May 25, 2007 By and Between NATIONAL CITY CORPORATION as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A. as TrusteeGuarantee Agreement • May 25th, 2007 • National City Corp • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 25, 2007, 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 III, a Delaware statutory trust (the “Trust”).
AMENDED AND RESTATED TRUST AGREEMENT among NATIONAL CITY CORPORATION, as Depositor, THE BANK OF NEW YORK TRUST COMPANY, N.A., as Property Trustee, and THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • May 25th, 2007 • National City Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 25, 2007, among (i) National City Corporation, a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) 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 property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Thomas A. Richlovsky, an individual, Susan Kinsey, an individual, and J. Andrew Dunham, an individual, each of whose address is c/o National City Corporation, 1900 East Ninth Street, Cleveland, Ohio 44114 (each as an “Administrative Trustee” and collectively, as the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
National City Capital Trust III (a Delaware statutory trust) Trust Preferred Securities PURCHASE AGREEMENT Dated: May 18, 2007Purchase Agreement • May 25th, 2007 • National City Corp • National commercial banks • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated as Representatives of the several Underwriters
NATIONAL CITY CORPORATION REPLACEMENT CAPITAL COVENANTNational City Corp • May 25th, 2007 • National commercial banks
This REPLACEMENT CAPITAL COVENANT, dated as of May 25, 2007 (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).
