EXHIBIT 10.7
NATIONAL CITY CORPORATION
Restricted Stock Award Agreement
High Potential Employee
WHEREAS, the individual identified as Grantee ("Grantee") on the cover sheet that is attached hereto and hereby
made a part hereof ("Cover Sheet") is a key employee of National City Corporation (hereinunder called the
"Corporation") or of a Subsidiary;
WHEREAS, the National City Corporation Amended and Second Restated 1991 Restricted Stock Plan
("Plan"), a copy of which is attached hereto, was adopted on April 25, 1994; and
WHEREAS, the award of Restricted Stock pursuant to the terms and conditions of the Plan and this Agreement
and the execution of this Agreement was duly authorized by The Compensation and Organization Committee of
the Board of Directors of the Corporation on the date listed on the Cover Sheet as "Grant Date";
NOW THEREFORE, in accordance with the terms and conditions of the Plan, the Corporation hereby awards
to the Grantee the number of shares of Restricted Stock of the Corporation listed on the Cover Sheet as "Shares
Granted" subject to the terms and conditions of the Plan and the following terms and conditions:
1. The Corporation and the Grantee agree and acknowledge that the terms of the award, the Grantee's right to
the Restricted Stock and the restrictions thereon and the term relating to both the termination of the Plan
Restrictions and the forfeiture of the Restricted Stock are all governed by the expressed terms of the Plan and this
Agreement. Except as limited by this Agreement or by the Plan, the Grantee shall have with respect to the
Restricted Stock subject hereof, all rights of a registered owner of Common Stock of the Corporation.
2. The Restricted Period with respect to the Plan Restrictions on the Award of Restricted Stock made under this
Agreement, shall terminate, and the Plan Restrictions on all Restricted Stock awarded under this Agreement shall
fully expire, on the earlier of the fourth anniversary of this Agreement, a Change of Control, the Grante