NATIONAL CITY CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as Amended and Restated January 1, 1995)
ARTICLE 1. THE PLAN AND ITS PURPOSE
1.1 Amendment and Restatement of the Plan. The following are the provisions of the National City Corporation
Supplemental Executive Retirement Plan (herein referred to as the "SERP") effective as of January 1, 1995
(herein referred to as the "Effective Date"), which is an amendment and restatement of the SERP which was in
effect prior thereto. The SERP as amended and restated herein is effective as of the Effective Date with respect
to certain employees who retire, become disabled, die or otherwise terminate employment on or after the
Effective Date. Benefits with respect to Employees who retired, became disabled, died or otherwise terminated
employment prior to the Effective Date shall be governed by the provisions of relevant plans in effect on the date
of such death, disability, retirement or other termination, and not by the provisions of the SERP.
1.2 Purpose. The purpose of the SERP is to provide for the payment of certain pension, disability and survivor
benefits in addition to benefits which may be payable under other plans of the Corporation. The Corporation
intends and desires by the provisions of the SERP to recognize the value to the Corporation of the past and
present service of employees covered by the SERP and to encourage and assure their continued service to the
Corporation by making more adequate provision for their future security than other plans of the Corporation
1.3 Operation of the SERP. The SERP shall be administered by the Compensation and Organization Committee
of the Board of Directors of the Corporation.
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) "Accrued Benefit" as of any time means the benefit to be provid