SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
Anti-Dilution Adjustments
Reorganization Events
(Including Mergers)
Liquidation Rights
shares based on the closing price of the common stock
determined as of the second trading day immediately preceding
the date of the mandatory conversion.
The Series G Preferred Stock is convertible into shares of
common stock initially at the conversion price of $5.00 per share
of common stock. The conversion price of the Series G Preferred
Stock will be reduced by $0.50 at the end of each six-month
period following the date of issuance of the Series G Preferred
Stock if the Stockholder Approvals relating to the Series G
Preferred Stock have not been obtained, up to a maximum
reduction of $2.00.
The conversion price of the Series G Preferred Stock may be
adjusted in the event of, among other things, (1) subdivisions,
splits and combinations of the common stock, (2) dividends or
distributions in common stock, debt, capital stock or other assets,
(3) issuances to all holders of our common stock of stock
purchase rights or warrants, (4) increases in cash dividends or
(5) certain self tender offers for common stock. See “Description
of National City Capital Stock — Description of the Series G
Preferred Stock — Anti-Dilution Adjustments.”
If we enter into a transaction constituting a consolidation or
merger of National City or similar transaction or any sale or
other transfer of all or substantially all of the consolidated assets
of National City and its subsidiaries, taken as a whole (in each
case pursuant to which our common stock will be converted into
cash, securities or other property) or for certain reclassifications
or exchanges of our common stock, then each share of Series G
Preferred Stock will convert, effective on the day on which such
share would automatically convert into common stock, into the
securities, cash and other property receivable in the transaction
by the holder of the greater of (1) the number of shares of
common stock into which such share of Series G Preferred Stock
would then be convertible, assuming receipt of any applicable
regulatory approval and (2) the number of shares of common
stock for which the fair market value of the securities, cash or
other property receivable in the transaction in respect of such
shares equals $100,000. The Company shall not enter into any
agreement for a transaction described in this section unless such
agreement provides for or does not interfere with or prevent (as
applicable) conversion of the Series G Preferred Stock in a
manner that is consistent with this section. See “Description of
National City Capital Stock —Description of the Series G
Preferred Stock — Reorganization Events.”
In the event we voluntarily or involuntarily liquidate, dissolve or
wind up, the holders of the Series G Preferred Stock will be
entitled to the greater of (1) $100,000 and (2) an amount equal to
the liquidation amount payable on an as-converted basis on the
number of shares of common stock into which such shares of
Series G Preferred Stock could have been converted on a date at
least ten business days before the first liquidating distribution is
made on the Series G Preferred Stock, plus any declared but
unpaid dividends.