EX-10.12



 





Exhibit 10.12




NATIONAL CITY CORPORATION




MANAGEMENT INCENTIVE PLAN

FOR SENIOR OFFICERS

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005




ARTICLE 1. THE PLAN AND ITS PURPOSE





	1.1	 	AMENDMENT AND RESTATEMENT OF THE PREDECESSOR PLAN. This National City Corporation Management
Compensation Plan for Senior Officers is hereby adopted, effective January 1, 2005 (herein
referred as the “Plan”) is an amendment, restatement and continuation of the National City
Corporation Management Incentive Plan for Senior Officers effective February 23, 2004
(“Predecessor Plan”). The Predecessor Plan was, in turn, an amendment, restatement and
continuation of prior plans entitled “National City Corporation Management Incentive Plan for
Senior Officers” in effect prior to February 23, 2004 (“Prior Plans”).
	 
	1.2	 	EFFECTIVENESS. This Plan is effective on and after January 1, 2005, to provide for the
operation of the Plan on and after such date.
	 
	1.3	 	PURPOSE. The purpose of the Plan is to maximize the Corporation’s profitability and
operating success by providing an incentive to officers to achieve superior results. The Plan
is designed to promote teamwork to achieve overall corporate success and to motivate
individual excellence.
	 
	1.4	 	OPERATION OF THE PLAN. The Plan shall be administered by the Committee. The Plan operates on
a calendar year basis and is subject to the review, interpretation, and alteration by the
Committee. The Plan is intended to serve only as a guide to the Corporation in determining
eligibility for and amounts of incentive compensation to be awarded under the Plan.
	 
	1.5	 	TRANSFER OF ACCOUNT BALANCES. All Participants’ deferred account balances maintained under
the Prior Plans are governed by the terms of the National City Corporation Deferred
Compensation Plan, effective January 1, 2001. In the event of any inconsistency between the
terms of the Prior Plans and the National City Corporation Deferred Compensation Plan,
effective January 1, 2001, as amended from time to time (the “Deferred Comp Plan”) the
Deferred Comp Plan shall govern. Effective January 1, 2005, any Participant’s election to
defer amounts otherwise payable under the Plan shall be governed by the terms of the National
City Corporation 2004 Deferred Compensation Plan (the “2004 Deferred Comp Plan”). In the
event of any inconsistency between the terms of the Plan and the 2004 Deferred Comp Plan, as
amended from time to time the 2004 Deferred Comp Plan shall govern.





 









 





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)	 	“Base Salary” shall mean the annual salary as of the close of the Plan Cycle,
exclusive of any bonuses, incentive pay, special awards, or stock options.
	 
	 	(b)	 	“Board” shall mean the Board of Directors of the Corporation.
	 
	 	(c)	 	“Change in Control” see Section 11.3.
	 
	 	(d)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	(e)	 	“Committee” shall mean the Compensation and Organization Committee of the
Board, or another committee appointed by the Board to serve as the administering
committee of the Plan.
	 
	 	(f)	 	“Corporate Award” shall mean the payment earned by a Participant based on the
Corporation’s results as set forth in Section 4.1(b).
	 
	 	(g)	 	“Corporation” shall mean National City Corporation, a Delaware corporation.
	 
	 	(h)	 	“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 Section
162(m) of the Code.
	 
	 	(i)	 	“Disability” shall mean the inability, by reason of a medically determinable
physical or mental impairment, to engage in substantial and gainful activity for a
continuous period of 26 weeks or more as determined by the Committee.
	 
	 	(j)	 	“Early Retirement” shall mean retirement at or after age 55 with at least ten
years of service with the Employers prior to Normal Retirement.
	 
	 	(k)	 	“Effective Date” see Section 11.4.
	 
	 	(l)	 	“Eligible Employee” shall mean an Employee who is employed in a position
meeting the defined eligibility criteria for participation in the Plan, as set forth in
Article 3.
	 
	 	(m)	 	“Employee” shall mean an individual employed by an Employer on an active basis.
	 
	 	(n)	 	“Employer” shall mean the Corporation or any Subsidiaries.





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	 	(o)	 	“Executive Officer” shall mean the chairman, chief executive officer,
president, vice chairman, executive vice president or a similar officer of the
Corporation, anyone designated by the Board as an executive officer of the Corporation
or a Covered Executive.
	 
	 	(p)	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
	 
	 	(q)	 	“Individual Award” shall mean the payment earned by a Participant based on an
evaluation of the individual’s achievements. As such, the amount of any Individual
Award under this Plan is determined by decision of and in the discretion of the
Corporation acting through the Committee as hereinafter provided.
	 
	 	(r)	 	“Implementation Date” see Section 11.5.
	 
	 	(s)	 	“Key Indices” shall mean those indices used by the Corporation to measure
profitability or overall operating performance. The indices shall be based on specific
levels of or change in one or more of the following: return on common equity; return on
assets; overhead ratio; efficiency ratio; net interest margin; total annual return on
common stock; Total Stockholder Return; earnings per share; return on investment;
revenue, expenses; market share; charge-offs and/or non-performing assets. These
indices shall be determined in accordance with generally accepted accounting principles
where applicable. The indices may also include the following objective non-financial
measures: employee satisfaction; employee retention; customer satisfaction; customer
retention; cross-selling; “percentage of wallet”; leadership; and/or management of
change or business transformation. If the Board determines that a change in the
business, operations, corporate structure or capital structure of the corporation, or
the manner in which it conducts its business, or other events or circumstances render
the Key Indices unsuitable, the Board may in its discretion modify such Key Indices, in
whole or in part, as the Board deems appropriate and equitable, except in the case of a
Covered Executive where such action would result in the loss of the otherwise available
exemption of the award under Section 162(m) of the Internal Revenue Code. In such case,
the Board shall not make any modification of the Key Indices.
	 
	 	(t)	 	“Normal Retirement” shall mean leaving the employ of all Employers at or after
the age 62 with at least twenty years of continuous service with the Employers or at or
after the age 65 with at least five years of continuous service with the Employers.
	 
	 	(u)	 	“Participant” shall mean an Eligible Employee who is approved for participation
in the Plan, as set forth in Article 3. Such approval shall be on a Plan Cycle basis
and shall be reviewed with respect to each new Plan Cycle.
	 
	 	(v)	 	“Participation Portion” see Section 3.3.





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	 	(w)	 	“Peer Group” shall mean a group of comparable corporations used to measure
relative performance. The Peer Group shall be established by the Committee prior to
March 31st of each Plan Cycle; thereafter, such Peer Group for such Plan Cycle shall
not be changed, provided however, that one or more members of a Peer Group shall be
dropped therefrom upon the announcement of a definitive agreement to (i) acquire the
Peer Group member, (ii) the acquisition of sixty-five percent or more of the gross
assets of the Peer Group member or (iii) the merger of the Peer Group member with
another company(ies) where the Peer Group member’s then current board of directors will
not constitute a majority of the board of the surviving corporation.
	 
	 	(x)	 	“Person” means any governmental authority, individual, partnership, firm,
corporation, limited liability corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate, or group that would be deemed
to be a person under Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.
	 
	 	(y)	 	“Plan” see Section 1.1.
	 
	 	(x)	 	“Plan Cycle” shall mean a period of a calendar year.
	 
	 	(aa)	 	“Restricted Stock Plans” see Section 9.1.
	 
	 	(bb)	 	“Subsidiary” shall mean an entity in which the Corporation directly or
indirectly owns 50% of more of the voting equity securities.
	 
	 	(cc)	 	“Total Award” shall mean the Individual Award plus the Corporate Award.
	 
	 	(dd)	 	“Total Stockholder Return” with respect to a stock shall be calculated in the
following manner:






	 	(i)	 	Add the Average Stock Price at the end of the Plan Cycle for
such stock to the dividends paid on the stock during the Plan Cycle, and then
subtract the Average Stock Price at the beginning of the Plan Cycle for such
stock.
	 
	 	(ii)	 	Divide the resulting sum of (i) above by the Average Stock
Price at the beginning of the Plan Cycle for such stock.
	 
	 	(iii)	 	The result equals Total Stockholder Return with respect to
such stock for the Plan Cycle.






	 	(ee)	 	“Vesting Event” shall mean the earliest to occur of the following dates:






	 	(1)	 	the date any award is paid,
	 
	 	(2)	 	the last date a benefit can be paid under the Plan,





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	 	(3)	 	the Effective Date of a Change in Control,
	 
	 	(4)	 	the date a Participant takes Normal Retirement,
	 
	 	(5)	 	the date a Participant has a Disability, or
	 
	 	(6)	 	the date of a Participant’s death.






Each Participant and beneficiary with respect to whom a Vesting Event has occurred
shall be 100% vested in his benefits or Total Award earned or accrued hereunder as
of the date of said Vesting Event, subject to the forfeiture provisions of Article
10.




	 	(ff)	 	“Voting Stock” shall mean the then outstanding securities of a company entitled
to vote generally in the election of directors.






	2.2	 	GENDER AND NUMBER. Except when otherwise indicated by the context, any masculine terminology
used herein also shall include the feminine, and the definition of any term in the singular
shall include the plural.





ARTICLE 3. ELIGIBILITY AND PARTICIPATION





	3.1	 	ELIGIBILITY. Eligibility for participation in the Plan will be limited to those Employees of
the Corporation and Subsidiaries who, by the nature and scope of their position, play a key
role in the management, growth and success of the Corporation, as determined by the Committee.
	 
	3.2	 	PARTICIPATION. Participation in the Plan for each Eligible Employee who is an Executive
Officer shall be determined by the Committee with respect to each Plan Cycle prior to the
commencement of the Plan Cycle, except as otherwise provided herein. The Committee may base
its approval upon the recommendation of the Chief Executive Officer of the Corporation. The
chief executive officer shall determine the participation of each Eligible Employee who is not
an Executive Officer. Each Eligible Employee approved for participation shall be notified of
the selection as soon after approval as is practicable and shall become a Participant upon
acceptance by him of such selection.
	 
	3.3	 	PARTICIPATION FOR PART OF A PLAN CYCLE. In the event an Employee is an Eligible Employee for
only a portion of a Plan Cycle (“Participation Portion”) such Eligible Employee may, in the
Committee’s discretion, be a Participant for such portion of the Plan Cycle but his Total
Award will be based upon his Base Salary at the end of such Participation Portion and such
Total Award will normally be prorated to reflect the number of months in the Participation
Portion of the Plan Cycle compared to the number of months in the total Plan Cycle. A Covered
Executive may not be made a Participant after the beginning of a Plan Cycle.





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	3.4	 	CHANGES DURING A PLAN CYCLE. In the event a Participant who is an Executive Officer is
promoted or demoted, the Committee may, in its discretion, (i) continue such Participant’s
target and maximum Total Award as it was prior to such promotion or demotion, (ii) provide the
Participant from and after the promotion or demotion with a higher or lower target and maximum
Total Award, (iii) provide for a combination of (i) and (ii), or (iv) after a demotion remove
the Participant from further participation in the Plan. In the event a Participant who is not
an Executive Officer is promoted or demoted, the Chief Executive Officer may, in his
discretion, (i) continue such Participant’s target and maximum Total Award as it was prior to
such promotion or demotion, (ii) provide the Participant from and after the promotion or
demotion with a higher or lower target and maximum Total Award, (iii) provide for a
combination of (i) and (ii), or (iv) after a demotion remove the Participant from further
participation in the Plan.






	 	(a)	 	In the event of a Plan Cycle for which the Participant’s participation is thus
split between two target Total Awards and two maximum Total Awards, the Total Award for
such Plan Cycle will normally be prorated to reflect the portions of the Plan Cycle
spent under each target and maximum Total Award and each part of the Total Award will
be based upon the Participant’s Base Salary at the end of the appropriate portions of
the Plan Cycle.
	 
	 	(b)	 	The Committee may not increase a Covered Executive’s maximum Total Award during
a Plan Cycle.






	3.5	 	PORTIONS OF PLAN CYCLES-SETTING OF INDIVIDUAL OBJECTIVES. Notwithstanding Sections 3.3 and
3.4, no portion of a Plan Cycle with respect to a Participant shall be considered to be a
separate portion of participation for a Participant unless, prior thereto, individual
achievement objectives are set for such Participant for such portion of a Plan Cycle pursuant
to Article 4, or are waived by the Committee, in its discretion.
	 
	3.6	 	NO RIGHT TO PARTICIPATE. No Participant or Employee shall have a right at any time to be
selected for current or future participation in the Plan.





ARTICLE 4. PERFORMANCE MEASUREMENT





	4.1	 	PERFORMANCE CRITERIA. Performance, for purposes of this Plan, will be measured in terms of
the Participant’s individual contribution and in terms of the Corporation’s performance.






	 	(a)	 	Individual Awards will be determined by comparing actual individual and group
achievements during the Plan Cycle to established objectives for the Plan Cycle. Not
later than 90 days after the commencement of each Plan Cycle each Participant shall
establish objectives for the Plan Cycle. Such objectives shall be broad in nature, may
be quantitative or qualitative, will typically be five in number and may include the
achievement of group or divisional goals as well as





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individual goals. The objectives for Participants other than the chief executive
officer of the Corporation shall be subject to the review, revision and approval of
their superiors and the objectives for the chief executive officer shall be subject
to the review, revision and approval of the Committee.




	 	(1)	 	INDIVIDUAL AWARD POTENTIAL. The Committee shall establish in
writing the target and maximum Individual Awards for each Participant not later
than 90 days after the commencement of each Plan Cycle.
	 
	 	(2)	 	INDIVIDUAL AWARD CALCULATION AND APPROVAL. An evaluation of
the individual performance for each Participant for each Plan Cycle will be
determined as of the December 31st on which the Plan Cycle ends by applying the
foregoing provisions of this Article 4 to the Participant’s Individual
Contribution for such Plan Cycle. Based on the evaluation, the chief executive
officer of the Corporation shall recommend to the Committee for approval an
appropriate Total Award for each of the Participants who is an Executive
Officer. The chief executive officer shall also determine the Total Award of
all Participants other than Executive Officers which shall be deemed approved
by the Committee upon (1) the completion by the chief executive officer of a
list of such Individual Awards, and (2) the Committee’s approval of the
aggregate dollar amount of such Individual Awards. The chief executive officer
shall recommend to the Committee for approval the Individual Awards and Total
Awards for each of the Executive Officers.
	 
	 	(3)	 	All such Individual Awards may, for convenience purposes, be
expressed as a percentage of Base Salary or some other criteria. Upon the
approval of the Committee the amounts of Individual Awards hereunder for a Plan
Cycle shall be final.
	 
	 	(4)	 	No Individual Awards shall be paid to any Participant for a
Plan Cycle during which the Participant is a Covered Executive.






	 	(b)	 	Corporate Awards will be determined by comparing corporate performance with
respect to Key Indices. The performance may be relative to pre-established goals, that
of the Peer Group or any other objective standard established by the Committee. Not
later than 90 days after the commencement of each Plan Cycle, the Committee shall
establish in writing the Peer Group, if any, the Key Indices, the weighting of the Key
Indices chosen, and the levels of comparative performance (the performance of goals may
be stated as alternative goals) at which the maximum Corporate Award will be provided
under the Plan.






	 	(1)	 	CORPORATE AWARD POTENTIAL. The Committee shall establish in
writing the target and maximum Corporate Awards for each Participant not later
than 90 days after the commencement of each Plan Cycle.





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	 	(2)	 	CORPORATE AWARD CALCULATION AND APPROVAL. The amount of the
Corporate Award for each Participant for each Plan Cycle will be calculated as
of the December 31st on which the Plan Cycle ends by applying the provisions of
this Section 4.1 to the Corporation’s performance for such Plan Cycle.
Corporate Awards may, for convenience purposes, be expressed as a percentage
Base Salary or some other criteria. Upon the close of the Plan Cycle the
amounts of Corporate Awards hereunder for such Plan Cycle shall be determined.
The Committee has the discretion to reduce the Corporate Award payable to any
Participant notwithstanding attainment of any performance goal. Notwithstanding
the occurrence of a Vesting Event, the Committee may reduce or eliminate a
Corporate Award to any or all Participants at any time prior to the payment of
the Total Award or an Implementation Date of a Change in Control.






	4.2	 	LIMITATION. Notwithstanding any provision of this Plan to the contrary, no Total Award to
any Covered Executive for any given Plan Cycle shall exceed 1.0% of the Corporation’s earnings
before taxes and any one time earnings, expenses or charges.





ARTICLE 5. PAYMENT OF TOTAL AWARDS





	5.1	 	FORM AND TIMING OF PAYMENT OF TOTAL AWARDS. No later than March 15th of the
calendar year following the end of the Plan Cycle, the Participant shall be entitled to
receive a cash payment(s) equal to the entire amount of the Participant’s Total Award. Except
as otherwise provided for in Section 5.2, to receive a Total Award a Participant must be an
Employee on the date on which the Plan Cycle ends; provided, however, the Committee or the
Chief Executive Officer may reduce or terminate a Participant’s Total Award prior to any
Vesting Event if such Participant fails to continue to be an Employee.
	 
	5.2	 	TERMINATION OF EMPLOYMENT DUE TO RETIREMENT, DISABILITY OR DEATH. In the event a
Participant’s employment is terminated during a Plan Cycle by reason of Normal Retirement,
Disability or Death, the Participant shall be eligible to receive a prorated Total Award based
on individual contribution during the Participant’s participation in the Plan Cycle and the
Corporation’s performance for the year, provided however, that the Participant must have been
a Participant in the Plan for at least three months of the Plan Cycle to be eligible to
receive any Total Award hereunder. Such Total Awards will be paid no later than March
15th of the calendar year following the end of the Plan Cycle. In the event of
death, the Total Award will be paid to the Participant’s estate.
	 
	5.3	 	TERMINATION OF EMPLOYMENT DUE TO EARLY RETIREMENT. The Committee may elect, in its
discretion, to pay a prorated Total Award to a Participant who terminates employment by means
of an Early Retirement prior to a Vesting Event; in the absence of such favorable
discretionary action by the Committee, no such pro-rated





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Total Award shall be paid. Any prorated Total Award will be paid no later than March
15th of the calendar year following the end of the Plan Cycle.




	5.4	 	OTHER TERMINATIONS OF EMPLOYMENT. In the event a Participant’s employment is terminated for
any reason other than as set forth in Sections 5.2 and 5.3 hereof during a Plan Cycle prior to
a Vesting Event, the Participant’s participation in such Plan Cycle shall end and the
Participant shall not be entitled to any Total Award for such Plan Cycle.
	 
	5.5	 	REQUEST TO RECEIVE RESTRICTED STOCK; RESTRICTED STOCK PAYMENTS. The Committee may determine
that one or more Participants should be eligible to request to have a portion or all of his
Total Award for a Plan Cycle paid in Restricted Stock. Such request by an eligible Participant
shall be considered by the Committee, but the actual determination shall be made by the
Committee in its complete and total discretion. The Committee may determine that some, all, or
none of the Total Awards, or parts thereof, shall be paid in Restricted Stock, in its
discretion. Restricted Stock payments are subject to the provisions of Article 9, provided
that such determination shall be made by the payment date for the Total Awards for a Plan
Cycle.





ARTICLE 6. RIGHTS OF PARTICIPANTS





	6.1	 	EMPLOYMENT. Nothing in this Plan shall interfere with or limit in any way the right of the
Corporation to terminate a Participant’s employment at any time, nor confer upon any
Participant any right to continue in the employ of the Employer.
	 
	6.2	 	RESTRICTIONS ON ASSIGNMENTS. The interest of a Participant or his beneficiary under this
Plan may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily
or involuntarily, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements, or torts of any
person to whom such benefits or funds are payable, nor shall they be subject to garnishment,
attachment, or other legal or equitable process, nor shall they be an asset in bankruptcy.





ARTICLE 7. ADMINISTRATION





	7.1	 	ADMINISTRATION. The Plan shall be administered by the Committee in accordance with any
administrative guidelines and any rules that may be established from time to time by the
Committee. The procedures, standards and provisions of this Plan for determining eligibility
for and amounts of Total Awards are, except for Covered Employees, intended only as a guide
and in themselves confer no rights, duties or privileges upon Participants nor place any
obligation upon the Committee, the Board or the Corporation. Accordingly, the Committee may,
in making its determinations hereunder, deviate from such procedures and standards in whatever
manner that it, in its





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judgment, deems appropriate so long as no Total Award shall exceed the Section 4.2
limitation.




	 	(a)	 	The Committee shall have full power and authority to interpret, construe and
administer the Plan and its interpretations and construction hereof, and actions
hereunder, including the timing, form, amount or recipient of any payment to be made
hereunder, and its decisions shall be binding and conclusive on all persons for all
purposes.
	 
	 	(b)	 	The Committee may name assistants who may be, but need not be, members of the
Committee. Such assistants shall serve at the pleasure of the Committee, and shall
perform such functions as may be assigned by the Committee.
	 
	 	(c)	 	No member of the Committee or any assistant shall be liable to any person for
any action taken or omitted in connection with the interpretation and administration of
this Plan unless attributable to his own willful misconduct or lack of good faith.





ARTICLE 8. REQUIREMENTS OF LAW





	8.1	 	LAWS GOVERNING. This Plan shall be construed in accordance with and governed by the laws of
the State of Ohio.
	 
	8.2	 	WITHHOLDING TAXES. The Corporation shall have the right to deduct from all payments under
this Plan any federal or state taxes required by the law to be withheld with respect to such
payments.
	 
	8.3	 	PLAN BINDING ON CORPORATION, Employees and Successors. This Plan shall be binding upon and
inure to the benefit of the Corporation, its successors and assigns and each Participant and
his beneficiaries, heirs, executors, administrators and legal representatives.





ARTICLE 9. RESTRICTED STOCK





	9.1	 	RESTRICTED STOCK. The Restricted Stock referred to in this Plan shall be restricted stock
granted pursuant to the National City Corporation 1997 Restricted Stock Plan, the National
City Corporation 2002 Restricted Stock Plan or the National City Corporation Long-Term Cash
and Equity Incentive Plan, as such plans are amended from time to time (“Restricted Stock
Plans”) and/or restricted stock units (“Restricted Stock”) granted pursuant to the National
City Corporation Long-Term Cash and Equity Incentive Plan, as such plan is amended from time
to time. Any awards of Restricted Stock will be made at the discretion of the Committee and
shall be subject to the terms, conditions and restrictions contained in the Restricted Stock
Plans and the award agreement controlling each Restricted Stock award grant.
	 
	9.2	 	PARTICIPANT REQUEST FOR RESTRICTED STOCK. Prior to the end of each Plan Cycle, the Committee
shall determine which Participants, if any, shall be eligible to





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request payment of all or a portion of their Total Award in the form of Restricted Stock.
Each Participant who is therefore eligible to request payment of all or a portion of his
Total Award for such Plan Cycle in the form of Restricted Stock, shall be given the
opportunity prior to the end of such Plan Cycle, to make such request. Covered Executives,
however, must request Restricted Stock prior to the 90th day after the commencement of each
Plan Cycle. Notwithstanding any request made hereunder (or the absence of any such request)
the actual determination whether to pay all or a portion of a Participant’s Total Award in
Restricted Stock shall be made by the Committee at its complete and total discretion in
accordance with the provisions of Section 9.3 below. Any request of a portion of the Total
Award to be paid in the form of Restricted Stock shall be made in terms of such increments
of the Total Award as may be established by the Committee from time to time. Notwithstanding
the foregoing, no Participant shall be eligible to elect to request the payment of any
portion of his Total Award in Restricted Stock where such Participant has previously elected
to defer the payment of that portion of his Total Award under the 2004 Deferred Comp Plan.




	9.3	 	RESTRICTED STOCK AWARDS; COMMITTEE’S DECISION. Notwithstanding any request by a Participant
pursuant to Section 9.2 above to receive none, a portion or all of a Total Award in the form
of Restricted Stock, and not withstanding the Committee’s prior determination as to the
eligibility of any Participant to elect to receive a part or all of their Total Award in the
form of Restricted Stock, the Committee shall make the decision, in the case of each
Participant, whether or not to pay any portion or all of any Participant’s Total Award with
respect to any Plan Cycle in the form of Restricted Stock. Such decision shall be made in the
complete and absolute discretion of the Committee, provided that such determination shall be
made by the payment date for the Total Awards for a Plan Cycle. Notwithstanding the
foregoing, no portion of a Participant’s Total Award which has been electively deferred under
the 2004 Deferred Comp Plan shall be paid in the form of Restricted Stock. The Committee’s
decision shall be final and binding on all parties.
	 
	9.4	 	DETERMINATION OF THE NUMBER OF SHARES OF RESTRICTED STOCK. The number of shares of
Restricted Stock to be granted to a Participant shall be determined as follows:






	 	(a)	 	The Committee shall determine the Participant’s Total Award for the applicable
Plan Cycle in accordance with Article 4 of this Plan.
	 
	 	(b)	 	The appropriate percentage of the Total Award to be paid in Restricted Stock as
determined in Section 9.3 shall be multiplied by the Participant’s Total Award for such
Plan Cycle.
	 
	 	(c)	 	The product from Section 9.4(b) shall be multiplied by a percentage determined
by the Committee from time to time but not to exceed 125%. The Committee may establish
different percentages for different Participants Such percentage or percentages shall
be established by the Committee prior to the beginning of the Plan Cycle.





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	 	(d)	 	The product from Section 9.4(c) shall be divided by the closing price, per
share, of the shares of common stock of the Corporation on the New York Stock Exchange
on the last trading day of the month of January following such Plan Cycle.
	 
	 	(e)	 	The quotient determined in Section 9.4(d) above shall be rounded to the nearest
whole share. No fractional shares of Restricted Stock shall be awarded.






	9.5	 	RESTRICTIONS. It is currently anticipated that the restricted period, with respect to the
Restricted Stock Plan restrictions on all Restricted Stock awarded hereunder shall fully
expire, on the earliest of (i) the Participant’s death, (ii) the Participant’s Disability,
(iii) Effective Date of a Change in Control or (iv) one year after the date of the Restricted
Stock award.
	 
	9.6	 	ALTERNATIVES TO THE RESTRICTED STOCK PLANS. If the Restricted Stock Plans are terminated at
any time and a new plan is adopted which provides similar benefits or is intended to replace
the Restricted Stock Plans, then such new plan shall be utilized for making the Restricted
Stock grant. Should no Restricted Stock plan be available the amount of the Restricted Stock
payment will, at the sole discretion of the Corporation, be made in an alternative form which
would not restrict receipt of shares of the Corporation’s common stock beyond the period of
time provided in the anticipated Restricted Stock grant, or in cash.





ARTICLE 10 FORFEITURES



Notwithstanding any provision in this Plan to the contrary excepting only the provisions of Article
11, in the event the Committee finds:




          (a) that an Employee or former Employee who has an interest under this Plan has been
discharged by his Employer in the reasonable belief (and such reasonable belief is the reason or
one of the reasons for such discharge) that the Employee or former Employee did engage in fraud
against the Employer or anyone else, or



          (b) that an Employee or former Employee who has an interest under this Plan has been convicted
of a crime as a result of which it becomes illegal for his Employer to employ him, then any amounts
held under this Plan for the benefit of such Employee or former Employee or his beneficiaries shall
be forfeited and no longer payable to such Employee or former Employee or to any person claiming by
or through such Employee or former Employee.



ARTICLE 11 CHANGE IN CONTROL





	11.1	 	TREATMENT OF TOTAL AWARDS. In the event of a Change in Control, the Corporation shall pay to
each Participant who is participating in a Plan Cycle on the Implementation Date of such
Change in Control, a lump sum payment equal to the amount hereinafter determined. Such payment
shall be paid in cash (subject only to a





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valid preexisting election by the Participant to have a portion of his Total Award deferred
under the 2004 Deferred Comp Plan) to the Participant within five business days after the
Implementation Date of the Change in Control and shall be payment in full to each
Participant for the Plan Cycle, and such Plan Cycle shall be deemed terminated by operation
of this Article 12. No further Plan Cycles shall commence thereafter under this Plan.




	11.2	 	AMOUNT OF PAYMENT. The amount of the payment to be made as a consequence of a Change in
Control with respect to the Plan Cycle ending on the Implementation Date of the Change in
Control, shall be equal to the greater of: (a) the average of the Total Awards paid to the
Participant for the two Plan Cycle immediately preceding Plan Cycle ending on the
Implementation Date, and (b) the Participant’s target Total Award which could be paid
hereunder for the full Plan Cycle ending on the Implementation Date to the Participant only
pro-rated, however, to reflect late commencement of participation in a Plan Cycle and/or
promotions/demotions consistent with Section 3.4 of the Plan.
	 
	11.3	 	DEFINITION OF CHANGE IN CONTROL. “Change in Control” shall mean the occurrence of any of the
following events:






	 	(a)	 	the Corporation is merged, consolidated or reorganized into or with a Person,
and as a result of such merger, consolidation or reorganization less than sixty-five
percent of the combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in the aggregate by
the holders of Voting Stock of the Corporation immediately prior to such transaction;
	 
	 	(b)	 	the Corporation sells or otherwise transfers all or substantially all of its
assets to another Person, and as a result of such sale or transfer less than sixty-five
percent of the combined voting power of the then-outstanding Voting Stock of such
corporation or person immediately after such sale or transfer is held in the aggregate
by the holders of Voting Stock of the Corporation immediately prior to such sale or
transfer;
	 
	 	(c)	 	any individual, entity or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act) becomes the beneficial owner (as the term
“beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing more than fifteen
percent (15%) of the Voting Stock of the Corporation provided, however,
that:






	 	(1)	 	for purposes of this Section 11.3(c), the
following acquisitions shall not constitute a Change in Control: (A)
any acquisition of the Voting Stock of the Corporation directly from
the Corporation that is approved by a majority of the Incumbent
Directors (defined below), (B) any acquisition of the Voting Stock of
the Corporation by the Corporation, and (C) any acquisition of the
Voting Stock of





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the Corporation by a trustee or other fiduciary holding securities
under any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any Subsidiary of the Corporation;




	 	(2)	 	if any Person is or becomes the beneficial
owner of 15% or more of the combined voting power of the
then-outstanding Voting Stock of the Corporation as a result of a
transaction described in clause (A) of Section 11.3(c)(1) above and
such Person thereafter becomes the beneficial owner of any additional
shares of the Voting Stock of the Corporation representing 1% or more
of the then-outstanding the Voting Stock of the Corporation, other than
in an acquisition directly from the Corporation that is approved by a
majority of the Incumbent Directors or other than as a result of a
stock dividend, stock split or similar transaction effected by the
Corporation in which all holders of the Voting Stock of the Corporation
are treated equally, such subsequent acquisition shall be treated as a
Change in Control unless exempted by Section 11.3(c)(4) below;
	 
	 	(3)	 	a Change in Control will not be deemed to have
occurred if a Person is or becomes the beneficial owner of 15% or more
of the Voting Stock of the Corporation as a result of a reduction in
the number of shares of the Voting Stock of the Corporation outstanding
pursuant to a transaction or series of transactions that is approved by
a majority of the Incumbent Directors unless and until such Person
thereafter becomes the beneficial owner of any additional shares of the
Voting Stock of the Corporation representing 1% or more of the
then-outstanding Voting Stock of the Corporation, other than as a
result of a stock dividend, stock split or similar transaction effected
by the Corporation in which all holders of the Voting Stock of the
Corporation are treated equally; and
	 
	 	(4)	 	if within 45 days of first learning a Person
has acquired or is to acquire beneficial ownership of 15% or more of
the Voting Stock of the Corporation the Board by majority vote of the
Incumbent Directors (i) determines that a Person’s acquisition of
beneficial ownership of 15% or more of the Voting Stock of the
Corporation does not constitute a Change in Control and (ii)
establishes a limit (such limit to be less than 50% of the Voting Stock
of the Corporation) as to the maximum number of shares such Person may
acquire before a Change in Control shall be deemed to have occurred,
then no Change in Control shall have occurred as a result of such
Person’s applicable acquisition(s);





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	 	(d)	 	if, during any period of two consecutive years, individuals who at the
beginning of any such period constitute the Directors of the Corporation (“Incumbent
Directors”) cease for any reason to constitute at least a majority thereof; provided,
however, that for purposes of this clause (d) each Director who is first elected, or
first nominated for election by the Corporation’s stockholders, by a vote of at least
two-thirds of the Directors of the Corporation (or a committee thereof) then still in
office who were Directors of the Corporation at the beginning of any such period will
be deemed to have been a Director of the Corporation at the beginning of such period;
or
	 
	 	(e)	 	approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
	 
	 	Notwithstanding the foregoing provisions of Section 11.3(a), 11.3(b) or 11.3(d), in the case
where the individuals who constitute the Incumbent Directors at the time a specific
transaction described in Section 11.3(a) or 11.3(b) is first presented or disclosed to the
Board, will, by the terms of the definitive agreement for that transaction, constitute at
least fifty percent (50%) of the resulting corporation’s or Person’s directors immediately
following consummation of such transaction, provided that such resulting corporation’s or
Person’s directors are not subject to removal following the consummation of the transaction
as a result of the terms and conditions of the transaction, then, prior to the occurrence of
any event that would otherwise constitute a Change in Control under Section 11.3(a), 11.3(b)
or 11.3(d), the Board may determine by majority vote of the Incumbent Directors that the
specific transaction does not constitute a Change in Control under Sections 11.3(a), 11.3(b)
and/or 11.3(d).






	11.4	 	EFFECTIVE DATE OF CHANGE IN CONTROL. Notwithstanding the foregoing, in the event a Change in
Control ultimately results from discussions or negotiations involving the Corporation or any
of its officers or directors, the “Effective Date” of such Change in Control shall be the date
uninterrupted discussions or negotiations commenced; otherwise, such Effective Date of a
Change in Control shall be the Implementation Date of such Change in Control.
	 
	11.5	 	IMPLEMENTATION DATE OF CHANGE IN CONTROL. The “Implementation Date” shall be the earliest to
occur of the events specified in Section 11.3. As used herein, the Implementation Date of a
Change in Control shall be the last date of the then current Plan Cycle.
	 
	11.6	 	EFFECT OF CHANGE IN CONTROL. In addition to other vesting under the Plan, the opportunity of
a Participant to participate until the current Plan Cycle ends or is terminated is vested in
such Participant in the event of a Change in Control, as of the Effective Date of such Change
in Control.





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ARTICLE 12. MISCELLANEOUS



In the event of the liquidation of the Corporation the Committee may make any provisions for
holding, handling and distributing the amounts standing to the credit of the Participants or
beneficiaries hereunder which, in the discretion of the Committee which in the discretion of the
Committee, are appropriate and equitable under all circumstances and which are consistent with the
spirit and purposes of these provisions.




ARTICLE 13. AMENDMENT AND DISCONTINUANCE



The Corporation expects to continue this Plan indefinitely, but reserves the right, by action of
the Committee, to amend it from time to time, or to discontinue it if such a change is deemed
necessary or desirable except that stockholder approval shall be required for any amendment or
modification of this Plan that, in the opinion of the Corporation’s counsel, would be required by
Section 162(m) of the Internal Revenue Code of 1986, as amended, or any regulations promulgated
thereunder. However, if the Committee should amend or discontinue this Plan, the Corporation shall
remain obligated under the Plan with respect to (1) Total Awards made final (and thus payable) by
decision by the Committee prior to the date of such amendment or discontinuance, and (2) Total
Awards and rights of any Participant or beneficiary with respect to whom a Vesting Event has
occurred.




Executed this                      day of                                         , 2007 at Cleveland, Ohio but
effective January 1, 2005.




	 	 	 	 	 
	 	NATIONAL CITY CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




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