Terms Agreement for $300,000,000 3.20% Senior Notes Due 2008 between National City Corporation and Salomon Smith Barney Inc.

Summary

National City Corporation has agreed to sell $300 million in 3.20% Senior Notes due April 1, 2008, to Salomon Smith Barney Inc. as the sole underwriter. The notes will pay interest semi-annually and have no redemption or conversion features. The purchase price is 99.795% of the principal amount, with closing set for March 10, 2003. National City cannot issue other debt securities before closing without the underwriter's consent. The agreement is governed by New York law and incorporates terms from a prior underwriting agreement dated April 28, 1999.

EX-1.1 3 l99555aexv1w1.txt EXHIBIT 1.1 NATIONAL CITY CORPORATION 3.20% Senior Notes Due April 1, 2008 TERMS AGREEMENT Dated: March 5, 2003 To: National City Corporation 1900 East Ninth Street Cleveland, Ohio 44114-3484 Re: Underwriting Agreement dated April 28, 1999 Dear Sirs: We understand that National City Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $300,000,000 aggregate principal amount of its senior debt securities (the "Senior Debt Securities"). This Agreement is the Terms Agreement referred to in the underwriting agreement dated April 28, 1999 (the "Underwriting Agreement"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Underwriter named below (the "Underwriter") offers to purchase the respective amounts of the Senior Debt Securities set forth below.

The Senior Debt Securities shall have the following terms: Title of securities: 3.20% Senior Notes due April 1, 2008 Principal amount to be issued: $300,000,000 Senior or Subordinated: Senior CUSIP: 635405 AN 3 Currency: U.S. Dollars Current ratings: Moody's Investors Service, Inc.: A1 Standard & Poor's Ratings Services: A Interest rate: 3.20% per annum Interest payment dates: April 1 and October 1 of each year, commencing October 1, 2003 Day count convention: 30/360 Date of maturity: April 1, 2008 Redemption provisions: None Sinking fund requirements: None Initial public offering price: 99.795% of the principal amount, plus accrued interest, if any, from March 10, 2003 Underwriting Discount: 0% Purchase Price: 99.795% of the principal amount, plus accrued interest, if any, from March 10, 2003 (payable in same day funds) Listing requirement: None Conversion provisions: None Closing date and location: March 10, 2003 at the offices of Sidley Austin Brown & Wood LLP, New York, New York Additional representations, if any: None Lock-up provisions: The Company may not issue, without the consent of the Underwriter, any other debt securities between the date hereof and the Closing Time. Other terms and conditions: The following documents will be required at the Closing Time: Officers' Certificate pursuant to Section 5(c) of the Underwriting Agreement; Legal Opinions pursuant to Sections 5(b)(1), 5(b)(2) and 5(b)(3) of the Underwriting Agreement; a Comfort Letter pursuant to Section 5(d) of the Underwriting Agreement; and other documents pursuant to Section 5(e) of the Underwriting Agreement. The Underwriter agrees, subject to the terms and provisions of the above referenced Underwriting Agreement, which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the Senior Debt Securities set forth opposite its name. This Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed in said State. 2 If the foregoing is in accordance with your understanding of the agreement between us and the Company, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts and together with the Underwriting Agreement, shall be a binding agreement between the Underwriter named herein and the Company in accordance with its terms and the terms of the Underwriting Agreement. Very truly yours, SALOMON SMITH BARNEY INC. By:/s/ Peter Kapp ---------------------------- Authorized Signatory Confirmed and accepted as of the date first above written: NATIONAL CITY CORPORATION By:/s/ John A. Dunham ------------------ Name: John A. Dunham Title: Senior Vice President 3