NATIONAL CITY CORPORATION 1997 STOCK OPTION PLAN
AS AMENDED AND RESTATED EFFECTIVE OCTOBER 22, 2001
1. AMENDMENT AND RESTATEMENTS
(a) The National City Corporation 1997 Stock Option Plan as amended and restated effective October 22,
2001 is an amendment, restatement and continuation of the National City Corporation 1997 Stock Option Plan.
(b) Purposes - The purposes of this 1997 Stock Option Plan are to provide employment incentives and to
encourage capital accumulation and stock ownership by Eligible Employees of National City Corporation
("National City") or any of its Subsidiaries, and to provide to designated Optionees under stock options
heretofore or hereafter granted pursuant to any stock option plan of National City or any of its Subsidiaries an
alternative method of realizing the benefits provided by such stock options.
As used in this Plan,
(a) "Additional Option" means an Option Right granted to an Optionee to purchase a number of shares of
Common Stock equal to the number of shares of already owned Common Stock relinquished by the Optionee as
payment of the exercise price upon exercise of an Option Right and/or the number of shares of Common Stock
tendered or relinquished as payment of the amount to be withheld under applicable federal, state and local
income tax laws in connection with the exercise of an option as described in Section 5.
(b) "Additional Option Feature" means a feature of an Option that provides for the automatic grant of an
Additional Option in accordance with the provisions described in Section 5.
(c) The term "Appreciation Right" means a right granted pursuant to Section 6 of this Plan.
(d) The term "Board of Directors" means the Board of Directors of National City.
(e) The term "Committee" means the Committee provided for in Paragraph 10(a) of this Plan.
(f) "Covered Executive" shall mean any individual who, is or is determined by the Committee to be likely to
become a "covered employee" within the meaning of