SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
Voting Rights
Ranking
Preemptive Rights None.
Certain United States Federal
Income Tax Considerations
In the event our assets available for distribution to stockholders
upon any liquidation, dissolution or winding-up of our affairs,
whether voluntary or involuntary, are insufficient to pay in full
the amounts payable with respect to all outstanding shares of the
Series G Preferred Stock and the corresponding amounts payable
on any parity securities, holders of Series G Preferred Stock and
the holders of parity securities will share ratably in any
distribution of our assets in proportion to the full respective
liquidating distributions to which they would otherwise be
respectively entitled.
Except as set forth below under “Description of National City
Capital Stock —Description of the Series G Preferred Stock —
Voting Rights,” holders of Series G Preferred Stock will not
have any voting rights, including the right to elect any directors.
The Series G Preferred Stock, with respect to dividend rights and
rights on liquidation, winding-up and dissolution, ranks on a
parity with our other authorized series of preferred stock and
with each other class or series of preferred stock, established
after the date of issuance of the Series G Preferred Stock, the
terms of which do not expressly provide that such class or series
will rank senior or junior to the Series G Preferred Stock as to
dividend rights and rights on liquidation, winding-up and
dissolution of the Company. The Series G Preferred Stock ranks
senior to the common stock, and each other class or series of
capital stock outstanding or established after the date of issuance
of the Series G Preferred Stock by the Company the terms of
which expressly provide that it ranks junior to the Series G
Preferred Stock as to dividend rights and rights on liquidation,
winding-up and dissolution.
For a discussion of certain U.S. federal income tax
considerations of purchasing, owning and disposing of the
securities are described in “Certain U.S. Federal Income Tax
Considerations.”
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