NATIONAL CITY CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
FOR SENIOR OFFICERS
As Amended and Restated Effective January 1, 1995
ARTICLE 1. ESTABLISHMENT AND PURPOSE OF PLAN
1.1 Establishment of the Plan. The following are the provisions of the National City Corporation Long-Term
Incentive Compensation Plan for Senior Officers (herein referred to as the "Plan"), effective as of January 1,
1995, which is an amendment and restatement of the National City Corporation Long-Term Incentive
Compensation Plan for Senior Officers effective January 1, 1994 ("Predecessor Plan"). The Predecessor Plan
was, in turn, an amendment, restatement and continuation of prior plans entitled "National City Corporation
Long-Term Incentive Compensation Plan for Senior Officers" in effect prior to January 1, 1994 ("Prior Plans").
The Plan shall be effective for all purposes with respect to Play Cycles commencing on or after January 1, 1995,
and with respect to all determinations to be made (without regard to the date a Plan Cycle commenced) on or
after such date (including but not limited to determinations of eligibility to participate, amounts of Awards, and
entitlement to Awards).
1.2 Purpose. The purpose of the Plan is to maximize the returns to stockholders and to promote the long-term
profitability and success of the Corporation by providing an incentive to those key executives of the Corporation
who are primarily responsible for such profitability and success.
1.3 Operation of the Plan. The Plan shall be administered by the Compensation and Organization Committee of
the Board of Directors of the Corporation. A Plan Cycle of three years will be established each year that the Plan
is in operation. Once an Award is made under
the Plan the Plan shall serve as a non-qualified plan providing for deferred compensation at the election of the
Participant and/or the Committee, as provided hereunder.
ARTICLE 2. DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall have