NATIONAL CITY CORPORATION
ANNUAL CORPORATE PERFORMANCE INCENTIVE PLAN
Effective January 1, 1995
ARTICLE 1. THE PLAN AND ITS PURPOSE
1.1 Adoption of Plan. This National City Corporation Annual Corporate Performance Incentive Plan (herein
referred to as the "Plan) is hereby adopted, effective January 1, 1995. to provide for the operation of the Plan on
and after such date and to govern the treatment of deferrals made under this Plan.
1.2 Purpose. The purpose of the Plan is to maximize the Corporation's profitability and operating success by
providing an incentive to Senior Officers to achieve superior results. The Plan is designed to promote teamwork
to achieve overall corporate success and to motivate individual excellence.
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 operates on a calendar year basis and is subject to the
review, interpretation, and administration by such Committee. The Plan governs the eligibility for and amounts of
incentive compensation to be awarded under the Plan. With respect to any award made under the Plan, the Plan
shall serve as a non-qualified plan providing for and governing the treatment of deferred compensation at the
election of the Participant and/or the Committee, as provided herein.
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) "Award" shall mean the payment earned by a Participant based on the Corporation's actual results measured
against the performance of a peer group of companies as set forth in Article 4.
(b) "Base Salary" shall mean the annual salary of each Active Participant at the close of the Plan Cycle, exclusive
of any bonuses, incentive pay, special awards, or stock options.
(c) "Board" shall mean the Board of Directors of the