8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 15, 2008 (September 15, 2008)

NATIONAL CITY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10074	34-1111088
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

1900 East Ninth Street, Cleveland, Ohio	44114-3484
(Address of Principal Executive Offices)	(Zip Code)

(216) 222-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     At a special meeting on September 15, 2008, the stockholders of National City Corporation approved two proposals related to the company’s previously announced capital raise, which closed in April. Stockholders authorized an increase of the number of authorized shares of common stock from 1,400,000,000 to 5,000,000,000 and also approved the conversion of the Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series G into common stock, the exercise of warrants to purchase common stock and other potential equity issuances contemplated by agreements related to the capital raise transactions completed in April.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     The board of directors has appointed Thomas A. Richlovsky to serve as interim Chief Financial Officer of National City Corporation upon Jeffrey D. Kelly’s retirement, effective September 30, 2008, and until the position is filled. Mr. Kelly announced his retirement in July. Mr. Richlovsky has been Senior Vice President and Principal Accounting Officer since 1989, and served as Treasurer from 1989 until April 2008.

     Mr. Richlovsky and certain of his family members have engaged in lending and other ordinary banking transactions with National City and its subsidiaries. All of these transactions were made in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to National City and do not involve more than the normal risk of collectibility or present other unfavorable features.

     Mr. Richlovsky has previously become a party to various employment plans, arrangements and contracts with National City, including a severance agreement providing for certain benefits in the event of a change in control of National City. Mr. Richlovsky also participates in National City’s Management Incentive Plan for Senior Officers and National City’s Long-Term Cash and Equity Incentive Plan, which provide for the payment of cash and stock upon the achievement of certain incentive goals, and he has received grants of restricted stock and stock options. In addition, Mr. Richlovsky participates in National City’s qualified retirement plan, executive savings plan and deferred compensation plan.

     The related news release is attached hereto as Exhibit 99, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired: Not applicable
(b)	Pro Forma Financial Information: Not applicable
(c)	Shell Company Transactions: Not applicable
(d)	Exhibits: Exhibit 99 — News Release

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	National City Corporation (Registrant)
Dated: September 15, 2008	By	/s/ Carlton E. Langer
		Carlton E. Langer, Vice President
		and Assistant Secretary

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EX-99

Exhibit 99

Investor Contact:	Media Contact:
Jill Hennessey	Kristen Baird Adams
216-222-9253	216-222-8202
Jill.Hennessey@NationalCity.com
Kristen.BairdAdams@NationalCity.com

NATIONAL CITY ANNOUNCES STOCKHOLDER APPROVAL OF PROPOSALS
RELATED
TO PREVIOUSLY ANNOUNCED CAPITAL RAISE; APPOINTS INTERIM CFO

          CLEVELAND, Sept. 15, 2008 — National City Corporation (NYSE: NCC) today announced stockholder approval of two proposals related to the company’s previously announced $7 billion capital raise, which closed in April. Specifically, National City stockholders approved:

• An increase of the number of authorized shares of common stock from 1,400,000,000 to 5,000,000,000, and

• The conversion of the Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series G, into common stock, the exercise of warrants to purchase common stock and other potential equity issuances contemplated by agreements related to the capital raise transactions completed in April.

          “We appreciate the support of our stockholders,” said National City Chairman, President and CEO Peter E. Raskind. “With the $7 billion capital raise earlier this year and the highest Tier 1 capital ratio among large banks in the U.S., we have the necessary flexibility to address current market challenges, while continuing to invest in our core businesses to drive future growth and profitability. Our solid capital position, the continued strength of our core businesses and the intense focus of our management team on managing risk and controlling costs position National City for profitable growth when the credit cycle turns.”

          During a question-and-answer session with stockholders attending the meeting, Mr. Raskind noted that National City has no exposure to Lehman Brothers Holdings Inc., which has filed for Chapter 11 bankruptcy protection. National City noted further that it has routine derivatives contracts with Lehman Brothers’ broker-dealer subsidiary, representing nominal exposure as of the close of business Friday, Sept. 12, 2008.

          Separately, National City announced that its Board of Directors has appointed Senior Vice President and Principal Accounting Officer Thomas A. Richlovsky as

interim chief financial officer, effective Sept. 30, 2008. As previously announced, Jeffrey D. Kelly will retire from that role on that date, following a 29-year career with National City.

          An external search for Kelly’s successor is under way, with Richlovsky serving in the interim role until the position is filled. Richlovsky, who began his career with National City in 1978, has responsibility for external financial reporting, investor relations, capital management, taxes and insurance.

About National City

National City Corporation (NYSE: NCC), headquartered in Cleveland, Ohio, is one of the nation’s largest financial holding companies. The company operates through an extensive banking network primarily in Ohio, Florida, Illinois, Indiana, Kentucky, Michigan, Missouri, Pennsylvania and Wisconsin, and also serves customers in selected markets nationally. Its core businesses include commercial and retail banking, mortgage financing and servicing, consumer finance and asset management. For more information about National City, visit the company’s Web site at www.nationalcity.com.

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