NATIONAL CITY CORPORATION
LONG-TERM DEFERRED SHARE COMPENSATION PLAN
EFFECTIVE APRIL 22, 2002
ARTICLE 1. ESTABLISHMENT AND PURPOSE OF PLAN
1.1 ESTABLISHMENT OF THE PLAN. The following are the provisions of the National City Corporation
Long-Term Deferred Share Compensation Plan (herein referred to as the "Plan"), effective as of April 22, 2002.
The Plan shall be effective for all purposes with respect to Plan Years commencing on or after April 22, 2002,
and with respect to all determinations to be made on or after such date (including but not limited to determinations
of eligibility to participate, amounts of Awards, and entitlement to Awards).
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, to help build loyalty to the Corporation by providing incentives to
those key employees of the Corporation who are primarily responsible for such profitability and success, to
provide for the deferral of such incentives and to provide an additional investment option for the National City
Corporation Deferred Compensation Plan and/or its successor plans.
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) "Award" means a grant to a Participant of a specific number of shares of Common Stock of the Corporation,
the terms of which grant shall be described in an Award Agreement.
(b) "Award Agreement" means the written agreement between the Participant and National City Corporation
relating to the Award of Deferred Shares to each Participant as described in