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SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

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Table of Contents<br />

SUMMARY<br />

This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus supplement. As a<br />

result, it does not contain all of the information that may be important to you or that you should consider before investing in the<br />

securities. You should read carefully this entire prospectus supplement and accompanying prospectus, including the “Risk Factors”<br />

section and the documents incorporated by reference, which are described under “Where You Can Find More Information” in the<br />

accompanying prospectus.<br />

National City Corporation<br />

National City Corporation is a financial holding company headquartered in Cleveland, Ohio. National City operates through an<br />

extensive distribution network in Ohio, Florida, Illinois, Indiana, Kentucky, Michigan, Missouri, Pennsylvania and Wisconsin, and<br />

also conducts selected consumer lending and other financial services businesses on a nationwide basis. National City’s primary<br />

businesses include commercial and retail banking, mortgage financing and servicing, consumer finance and asset management.<br />

Operations are primarily conducted through more than 1,400 branch banking offices located within a nine-state footprint and over<br />

380 wholesale and retail mortgage offices located throughout the United States. Including its subsidiaries, National City had<br />

30,804 full-time-equivalent employees at March 31, 2008. As of March 31, 2008, National City’s consolidated total assets were<br />

approximately $155.0 billion and its total stockholders’ equity was approximately $13.2 billion. Based on asset size, National City is<br />

one of the largest commercial banking organizations in the United States.<br />

National City’s principal banking subsidiary is National City Bank. National City is a legal entity separate and distinct from<br />

National City Bank and National City’s other subsidiaries.<br />

Our common stock is traded on the New York Stock Exchange under the ticker symbol “NCC.” Our principal executive offices<br />

are located at 1900 East Ninth Street, Cleveland, Ohio 44114. Our telephone number is (216) 222-2000.<br />

Recent Developments<br />

During the last several months our board of directors and management determined that it would be prudent to engage in a strategic<br />

transaction or to seek substantial additional capital in order to provide us with financial flexibility to address the asset quality<br />

challenges posed by the disruptions in the credit and housing markets, to continue investing in our core businesses and to maintain our<br />

capital ratios at well above previous target levels. The board of directors also concluded that in light of a variety of factors, including<br />

capital markets volatility, rating agency actions and general economic uncertainties, it was important that any process to raise<br />

additional capital be executed promptly and with a high degree of certainty of completion. After exploring and considering a broad<br />

range of potential financing and other alternatives, our board of directors determined that the equity investment transactions described<br />

below was the most effective means to address our needs on a prompt basis.<br />

On April 21, 2008, we announced that we had entered into agreements to raise approximately $7 billion in the aggregate through<br />

the sales of equity securities to an investment vehicle managed by an affiliate of Corsair Capital LLC and to other institutional<br />

investors (“Institutional Investors”).<br />

In the offering, we sold approximately 126.2 million shares of our common stock and 63,690 shares of Series G Preferred Stock,<br />

and we also issued warrants (the “Warrants”), to certain investors to purchase shares of our common stock. <strong>Up</strong>on approval by our<br />

stockholders of (A) the amendment of our Certificate of Incorporation to increase the number of authorized shares of common stock to<br />

at least such number as shall be sufficient to permit full conversion of the Series G Preferred Stock into common stock and permit full<br />

exercise of the Warrants for common stock, (B) the conversion of the Series G Preferred Stock into common stock for purposes of<br />

Section 312.03 of the NYSE Listed Company Manual and (C) the exercise of the Warrants for common stock for purposes of<br />

Section 312.03 of the NYSE Listed Company Manual (the “Stockholder Approvals”), as well as satisfaction of regulatory conditions<br />

to the extent applicable, the Series G Preferred<br />

S-1

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