NATIONAL CITY CORPORATION
SHORT-TERM INCENTIVE COMPENSATION PLAN
FOR SENIOR OFFICERS -- CORPORATE RESULTS
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996
ARTICLE 1. THE PLAN AND ITS PURPOSE
1.1 AMENDMENT, RESTATEMENT AND DIVISION OF THE PREDECESSOR PLAN.
This National City Corporation Short-Term Incentive Compensation Plan for Senior Officers -- Corporate
Results (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, however, 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 an evaluation of the Corporation's actual
results measured against the performance of a peer group of companies.
(b) "Base Salary" shall mean the annual salary as of the day prior to the co