SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
DESCRIPTION OF NATIONAL CITY CAPITAL STOCK
We are authorized to issue a total of 1,405,000,000 shares of all classes of stock. Of the total number of authorized shares of
stock, 1,400,000,000 shares are common stock, par value $4.00 per share, and 5,000,000 shares are preferred stock without par value.
A statement of the designations of the authorized classes of stock or of any series thereof, and the powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations or restrictions of that stock, or of the authority of our
board of directors to fix by resolution those designations and other terms, is as follows.
Description of the Securities Offered by this Prospectus Supplement
Description of the Common Stock
The following description of the general terms and provisions of the shares of our common stock is not complete. You should read
our Certificate of Incorporation and our by-laws, which are filed as exhibits to the registration statement and any certificate of
designation, for additional information before you buy our common stock or any securities which may be converted into our common
stock.
General
As of March 31, 2008, our authorized common stock was 1,400,000,000 shares. From these authorized shares, 634,117,970 were
outstanding. As part of the Stockholder Approvals required for the conversion of the Series G Preferred Stock we will seek to amend
our Certificate of Incorporation to increase the number of authorized shares of common stock to at least such number as shall be
sufficient to permit both full conversion of the Series G Preferred Stock into common stock and full exercise of the Warrants for
common stock.
Holders of common stock may receive dividends when declared by our board of directors out of our funds that we can legally use
to pay dividends. We may pay dividends in cash, stock or other property. In certain cases, holders of common stock may not receive
dividends until we have satisfied our obligations to any holders of outstanding preferred stock. See “Description of National City
Capital Stock — Description of the Series G Preferred Stock — Dividends.” Other restrictions on our ability to pay dividends are
described below under “— Restrictions on Payment of Dividends.”
Holders of common stock have the exclusive power to vote on all matters presented to our stockholders unless Delaware law or
the certificate of designation for an outstanding series of preferred stock gives the holders of that preferred stock the right to vote on
certain matters. Each holder of common stock is entitled to one vote per share. When a quorum is present at a meeting of our
stockholders, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy is
required to take any action properly brought before the meeting, unless a different vote is required by law or our Certificate of
Incorporation, as in the case of election of directors, for which a plurality is required. Holders of common stock have no cumulative
voting rights for the election of directors. This means a holder of a single share of common stock cannot cast more than one vote for
each position to be filled on our board of directors.
If we voluntarily or involuntarily liquidate, dissolve or wind up our business, holders of common stock will receive pro rata,
according to shares held by them, any of our remaining assets available for distribution to stockholders after we have provided for
payment of all debts and other liabilities, including any liquidation preference for outstanding shares of preferred stock. See
“Description of National City Capital Stock — Description of the Series G Preferred Stock — Liquidation.” When we issue securities
in the future, holders of common stock have no preemptive rights. This means the holders of common stock have no right, as holders
of common stock, to buy any portion of those issued securities.
Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “NCC.” National City
Bank serves as the transfer agent and registrar for the common stock.
The outstanding shares of common stock are fully paid and nonassessable. This means the full purchase price for the outstanding
shares of common stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares. Any
additional common stock that we may issue in the future
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