SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
Stock will automatically convert into approximately 1.274 billion shares of our common stock and the Warrants will become
exercisable for approximately 61.75 million shares of our common stock. The shares of common stock were sold at a price of $5.00
per share, the preferred stock is convertible into shares of common stock at $5.00 per share (subject to adjustment) and the Warrants
are exercisable at $7.10 per share of common stock (subject to adjustment).
The Resales
Issuer National City Corporation, a Delaware corporation.
Securities Offered by Selling
Stockholders
Listing
Use of Proceeds
Risk Factors
Dividends
Up to 1,153,000,000 shares of common stock, par value $4.00
per share.
Up to 51,340 shares of Series G Non-Cumulative Perpetual
Preferred Stock without par value.
Our common stock is listed on the New York Stock Exchange
under the symbol “NCC.”
Our Series G Preferred Stock is not listed on any national
securities exchange and, prior to resale by use of this prospectus
supplement, there has been no public market for the Series G
Preferred Stock.
We will not receive any proceeds from the resale of the shares by
the selling stockholders.
For a discussion of risks and uncertainties involved with an
investment in our common stock or the Series G Preferred Stock,
see “Risk Factors” beginning on page S-6 of this prospectus
supplement.
For information relating to dividends declared per share of
common stock, see “Common Stock Price Range and Dividends”
on page S-11 of this prospectus supplement.
Holders of Series G Preferred Stock are entitled to receive, when,
as and if declared by our board of directors, non-cumulative cash
dividends in the amount determined as set forth below. Initially,
if our board of directors declares and pays a cash dividend in
respect of any shares of common stock, then the board of
directors is required to declare and pay to the holders of the
Series G Preferred Stock a cash dividend in an amount per share
of Series G Preferred Stock equal to the product of (i) the per
share dividend declared and paid in respect of each share of
common stock and (ii) the number of shares of common stock
into which such share of Series G Preferred Stock is then
convertible, assuming receipt of the Stockholder Approvals and
any applicable regulatory approvals.
Commencing with the dividend period ending on December 31,
2008, in lieu of the dividends provided for in the preceding
paragraph, dividends will be payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year.
If the Series G Preferred Stock has not been converted into
shares of common stock by September 30, 2008, it will begin to
accrue non-cumulative dividends commencing with the dividend
period relating to the dividend payment date on December 31,
2008 at an annual rate of 14% of the liquidation preference of the
Series G
S-2