GUARANTEE AGREEMENT Dated as of August 30, 2007 By and Between NATIONAL CITY CORPORATION as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A. as TrusteeGuarantee Agreement • August 30th, 2007 • National City Corp • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of August 30, 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 IV, a Delaware statutory trust (the “Trust”).
National City Capital Trust IV (a Delaware statutory trust) Enhanced Trust Preferred Securities (“Enhanced TruPS”) PURCHASE AGREEMENT Dated: August 24, 2007Purchase Agreement • August 30th, 2007 • National City Corp • National commercial banks • New York
Citigroup Global Markets Inc. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated as Representatives of the several Underwriters
NATIONAL CITY CORPORATION REPLACEMENT CAPITAL COVENANTReplacement Capital Covenant • August 30th, 2007 • National City Corp • National commercial banks
This REPLACEMENT CAPITAL COVENANT, dated as of August 30, 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).
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 • August 30th, 2007 • National City Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 30, 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.
