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Exhibit 3.2
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
National City Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST, that a meeting of the Directors of the Corporation was duly
called and held on February 22, 1999, at which meeting of Directors a quorum was
present, and at such meeting the Directors, acting pursuant to Section 242 of
the General Corporation Law of the State of Delaware, adopted resolutions
setting forth a proposed Amendment to the first paragraph of Article Fourth of
the Restated Certificate of Incorporation of the Corporation, declaring its
advisability, and directing that such proposed Amendment be considered at the
annual meeting of stockholders to be held on April 12, 1999.
SECOND, that a meeting of the stockholders of the Corporation was duly
called and held on April 12, 1999, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting of
stockholders a quorum was present, and at such meeting the stockholders, acting
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
duly adopted an Amendment to the first paragraph of the Article Fourth of the
Restated Certificate of Incorporation, so that the first paragraph of Article
Fourth of the Restated Certificate of Incorporation of the Corporation reads in
its entirety as follows:
"FOURTH: The Corporation is authorized to issue a total of one billion
four hundred five million (1,405,000,000) shares of all classes of
stock. Of such total number of authorized shares of stock, one billion
four hundred million (1,400,000,000) shares are Common Stock, par value
$4.00 per share, and five million (5,000,000) shares are Preferred
Stock without par value."
IN WITNESS WHEREOF, David A. Daberko, Chairman and Chief Executive
Officer of the Corporation, acting for and on its behalf, have hereunto
subscribed his name on April 13, 1999.
National City Corporation
By: /s/ David A. Daberko
--------------------------------
David A. Daberko, Chairman and
Chief Executive Officer
STATE OF OHIO )
)SS.
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally appeared
David A. Daberko, in his capacity as Chairman and Chief Executive Officer of the
above-named corporation, National City Corporation, who acknowledged that he did
sign the foregoing for and on behalf of that corporation, by authority of its
board of directors, that the same is the act and deed of that corporation and is
the act and deed of himself personally and as such officer, and that the facts
stated therein are true.
IN TESTIMONY WHEREOF, I set my hand and official seal, this 13th day of April,
1999.
/s/ Carlton E. Langer
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Notary Public
