NATIONAL CITY CORPORATION
FOR EXECUTIVE OFFICERS
EFFECTIVE APRIL 22, 2002
ARTICLE 1. ESTABLISHMENT AND PURPOSE OF PLAN
1.1 AMENDMENT AND RESTATEMENT OF THE PREDECESSOR PLAN. The following are the
provisions of the National City Corporation Retention Plan for Executive Officers, effective as of April 22, 2002
(the "Plan") which is an amendment and restatement of the National City Corporation Long-Term Supplemental
Incentive Compensation Plan for Executive Officers, effective January 1, 2000.
The Plan shall be effective for all purposes with respect to Plan Years commencing on or after January 1, 2000,
and with respect to all determinations to be made on or after April 22, 2002.
1.2 PURPOSE. The purpose of the Plan is to maximize the returns to stockholders, to promote the long-term
profitability and success of the Corporation, and to help build loyalty to the Corporation by providing a retention
incentive to those key executives of the Corporation who are primarily responsible for such profitability and
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. The Plan shall serve as a non-qualified plan providing
for deferred compensation as provided hereunder.
ARTICLE 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have the meanings set forth below, unless
otherwise expressly provided. When the defined meaning is intended, the term is capitalized.
(a) "Account" shall mean an account to be established and maintained by the Corporation in the name of each
Participant, as described in Article 9.
(b) "Award" shall mean the retention amount awarded a Participant by the Committee subject to such vesting
schedule established by the Committee.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Committee" shall mean the Compensation and Organization Committee of the Board, or another committee