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                                                                  Exhibit 10.07

                            NATIONAL CITY CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                    (as Amended and Restated August 1, 2001)

                       ARTICLE 1. THE PLAN AND ITS PURPOSE

         1.1 Amendment and Restatement of the Plan. The following are the
provisions of the National City Corporation Supplemental Executive Retirement
Plan (herein referred to as the "SERP") effective as of August 1, 2001 (herein
referred to as the "Effective Date"), which is an amendment and restatement of
the SERP which was in effect prior thereto. The SERP as amended and restated
herein is effective as of the Effective Date with respect to certain employees
who retire, become disabled, die or otherwise terminate employment on or after
the Effective Date. Benefits with respect to Employees who retired, became
disabled, died or otherwise terminated employment prior to the Effective Date
shall be governed by the provisions of relevant plans in effect on the date of
such death, disability, retirement or other termination, and not by the
provisions of the SERP.

         1.2 Purpose. The purpose of the SERP is to provide for the payment of
certain pension, disability and survivor benefits in addition to benefits which
may be payable under other plans of the Corporation. The Corporation intends and
desires by the provisions of the SERP to recognize the value to the Corporation
of the past and present service of employees covered by the SERP and to
encourage and assure their continued service to the Corporation by making more
adequate provision for their future security than other plans of the Corporation
provide.

         1.3 Operation of the SERP. The SERP shall be administered by the Plan
Administrator.
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                             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) "Accrued Benefit" as of any time means the benefit to be
provided an Participant pursuant to the SERP which has accrued to such time
under the SERP, determined in the same manner as an individual's accrued benefit
pursuant to the NC Retirement Plan is determined at such time. In addition,
"Accrued Benefit" shall include the right to receive, where applicable, any
Additional Payment which would otherwise be payable to a SERP Retiree pursuant
to Section 4.5 of the SERP. Accrued Benefits are to be determined by the
Actuary.

                  (b) "Actuarially Equivalent Benefit" means the actuarially
equivalent benefit determined under the SERP using (i) the UP-1984 Mortality
Table (with a one-year setback for employees and a two-year setback for
beneficiaries) and (ii) the lowest of (a) the interest rates utilized by the
Pension Benefit Guaranty Corporation in effect on the date as of which a lump
sum determination is made hereunder, (b) the interest rates utilized by the
Pension Benefit Guaranty Corporation in effect on 90th day prior to the date as
of which a lump sum determination is made hereunder, or (c) the average of the
interest rates utilized by the Pension Benefit Guaranty Corporation for the 12
month period ending 6 calendar months prior to the date as of which a lump sum
determination is made hereunder, or (iii) an interest rate of 7% for all other
purposes.

                  (c) "Actuary" means an independent actuary or firm of
actuaries engaged by the Plan Administrator at its sole discretion. Such actuary
or firm may be, but shall not be required to be, the same actuaries engaged by
Corporation to perform actuarial services with respect to the NC Retirement
Plan.

                  (d) "Additional Payment" see Section 4.5.

                  (e) "Age" means a person's actual age calculated in years and
whole calendar months.

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                  (f) "Award" means a Participant's award(s), if any, under NC
Management Incentive Plan for Senior Executives.

                  (g) "Base Pay" means a Participant's Base Pay as determined
under the NC Retirement Plan.

                  (h) "Change in Control" see Section 12.2.

                  (i) "Committee" means the Compensation and Organization
Committee of the Board of Directors of the Corporation.

                  (j) "Corporation" means National City Corporation, a Delaware
corporation, and any successor corporation.

                  (k) "Deemed Taxable Amount" see Paragraph 4.5(a).

                  (l) "Disability" shall mean permanent disability as defined by
the provisions of the NC Long Term Disability Plan.

                  (m) "Earnings" means a Participant's Earnings as determined
under the NC Retirement Plan.

                  (n) "Effective Date" see Section 1.1.

                  (o) "Employee" shall mean an individual employed with an
Employer on a regular, active and full-time salaried basis

                  (p) "Employer" shall mean the Corporation or any corporation,
organization or entity controlled by the Corporation.

                  (q) "FICA" means the Federal Insurance Contributions Act.

                  (r) "Final Average Earnings" means Final Average Earnings as
determined under the NC Retirement Plan.

                  (s) "Final Average Total Earnings" means a Participant's Final
Average Earnings as determined under the NC Retirement Plan, provided however,
that there shall be added into the Participant's Earnings the average amount of
the Participant's five (5) largest (not necessarily consecutive) Total Awards
for any of the ten (10) calendar years completed


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immediately prior to the date of the determination. Final Average Total Earnings
shall be used in the calculation of the SERP Retirement Benefit and the SERP
Surviving Spouse Benefit.

                  (t) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended and in effect from time to time.

                  (u) "NC Long Term Disability Plan" means the National City
Long-Term Disability Plan as in effect from time to time and any successor
disability plan, with any amendment(s) thereto from time to time, effective as
of the effective date(s) of such amendment(s), and the same is hereby
specifically referred to and shall form a part of the SERP as fully as if set
forth in an exhibit to the SERP.

                  (v) "NC Management Incentive Plan for Senior Officers" means
the National City Corporation Management Incentive Plan for Senior Officers,
together with any predecessor plans, as in effect from time to time. Such plan
is hereby specifically referred to and shall form a part of the SERP as fully as
if set forth in an exhibit to the SERP.

                  (w) "NC Retirement Plan" means the National City
Non-Contributory Retirement Plan as in effect on December 31, 1998. For purposes
of clarification, no amendment to the NC Retirement Plan after such date shall
be taken into account for purposes of calculating benefits under the SERP unless
expressly stated otherwise herein. The NC Retirement Plan is specifically
referred to and shall form a part of the SERP as fully as if set forth in an
exhibit to the SERP.

                  (x) "Normal Retirement Age" means the earlier of age 65, or
age 62 with 20 or more years of Vesting Service under the NC Retirement Plan.

                  (y) "Participant" means an Employee who is selected from time
to time by the Committee pursuant to Article 3 of the SERP for participation in
one or more of the benefits under the SERP (or a portion of the SERP).

                  (z) "Plan Administrator" means a committee consisting of the
Corporate Director Human Resources, the Director Executive Compensation, and the
Director


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Compensation & Benefits, or such other group as established by the Corporate
Director Human Resources to serve as administrator of the SERP.

                  (aa) "Plans" means the NC Retirement Plan and the NC Long Term
Disability Plan as in effect from time to time.

                  (bb) "Payments" see Section 4.5.

                  (cc) "Regulation" or "Regulations" means any federal statute
or rule or regulation of the Internal Revenue Service, the United States
Department of Labor or any other division, department or agency of the United
States Government.

                  (dd) "SERP" means the Supplemental Executive Retirement Plan
as effective on and after the Effective Date.

                  (ee) "SERP Base Pay" means the Participant's Base Pay as
determined under the NC Retirement Plan, determined as of the date of Long Term
Disability, provided however, that the limitations of Sections 18.6, 18.7, 18.8
and 18.8A of the NC Retirement Plan and similar limitations upon retirement
benefits resulting from restrictions imposed by the Internal Revenue Code or
Regulations thereunder shall not apply. SERP Base Pay shall be used in the
calculation of the SERP Long Term Disability Benefit.

                  (ff) "SERP Disability Benefit" means the benefit provided for
by Article 6 of the SERP.

                  (gg) "SERP Early Retirement Benefit" means the early
retirement benefit provided for by Section 4.3 of the SERP.

                  (hh) "SERP Later Retirement Benefit" means the later
retirement benefit provided for by Section 4.3 of the SERP.

                  (ii) "SERP Normal Retirement Benefit" means the benefit
provided for by Section 4.2 of the SERP.

                  (jj) "SERP Offset Program" means a program or combination of
programs designated by the Committee to be a SERP Offset Program with respect to
one or more benefits otherwise provided by the SERP, as determined by the
Committee.

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                  (kk) "SERP Retiree" means a Participant who has become
eligible for a SERP Retirement Benefit or who would become eligible for such a
benefit except for the existence of a SERP Offset Program.

                  (ll) "SERP Retirement Benefit" means the benefit provided for
by Section 4.1 of the SERP.

                  (mm) "SERP Surviving Spouse Benefit" means the benefit
provided for by Article 5 of the SERP.

                  (nn) "Social Security Disability Benefits" means the amount
which a Participant would be entitled to receive from the United States Social
Security System upon proper application therefor, as disability benefits under
such System, and in the event the Participant declines or fails to apply for any
such benefit, such term shall also include all such amounts which would be
payable if application were made.

                  (oo) "Social Security Retirement Benefits" means the estimated
United States Social Security old age retirement benefit which the Participant
would be entitled to under the United States Social Security laws upon proper
application therefor as of the first of the following two dates: (A) the date
the Participant retires under the NC Retirement Plan, provided he is entitled to
receive such a Social Security Retirement Benefit commencing at such time, and
if not so entitled at such time, the earliest date thereafter when he becomes so
entitled, or (B) the Participant's age 65.

                  (pp) "Social Security Surviving Spouse Benefits" means the
amount which a surviving spouse would be entitled to receive from the United
States Social Security System upon proper application therefor, based upon the
earnings of the Participant survived by the surviving spouse, unreduced as a
consequence of any earnings received by the surviving spouse, and not increased
by any payment made on account of or with respect to any minor or other
dependent, and in the event the surviving spouse declines or fails to apply for
any such benefit, such term shall also include all such amounts which would be
payable if application were made.

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                  (qq) "Total Awards" for any calendar year shall mean the
Participant's Awards for such year, if any, under the NC Management Incentive
Plan for Senior Executives.

                  (rr) "Vesting Event" means the earliest of the following dates
with respect to a Participant or surviving spouse:

                           (1)      the date the Participant has attained age
                                    fifty-five (55),

                           (2)      the date any benefit is in payment status
                                    hereunder, and

                           (3)      the Effective Date of a Change in Control.

                  (ss) "Vesting Service" means Vesting Service as determined
under the NC Retirement Plan.

                    ARTICLE 3. ELIGIBILITY AND PARTICIPATION

         3.1 Eligibility. The eligibility for benefits under the SERP shall be
limited to management and highly-compensated Employees. The Committee may, from
time to time and in its discretion designate certain Employees of the
Corporation or its subsidiaries to be eligible for one or more of the benefits
under the SERP, but not eligible for the remainder of such benefits.

         3.2 Removal from Participation. The Committee may, from time to time
and in its discretion, remove any employee from the list of Participants,
provided such removal shall be effective only upon communication thereof in
writing to the Participant prior to the earlier to occur of the following dates:
(1) the date of the Participant's death, disability, or retirement, whichever
first occurs, and (2) the date of the Committee's approval of the Participant's
Early Retirement as provided for in Article 4 hereof, and provided further that
in the event such removal takes place after a Vesting Event, such removal shall
not serve to reduce any Participant's Accrued Benefit. Upon a removal of a
Participant prior to the occurrence of a Vesting Event he or she shall no longer
be a Participant in the SERP.

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                       ARTICLE 4. SERP RETIREMENT BENEFIT

         4.1 SERP Retirement Benefits. "SERP Retirement Benefits" constitute the
SERP Normal Retirement Benefit, the SERP Early Retirement Benefit and the SERP
Later Retirement Benefit provided for by this Article 4.

         4.2 Eligibility for SERP Normal Retirement Benefit. Each Participant
becomes eligible for a SERP Normal Retirement Benefit upon attaining the Normal
Retirement Age.

         4.3 Eligibility for Early or Later Retirement Benefit.

                  (a) Eligibility. A Participant may become eligible for a SERP
Early Retirement Benefit prior to attainment of age 62, or may continue in
employment after age 65 and thus become eligible for a SERP Later Retirement
Benefit, but only upon the approval of the Committee, acting in its discretion.

                  (b) Amount of Benefit. The amount of the SERP Early Retirement
Benefit and the SERP Later Retirement Benefit shall be determined pursuant to
Section 4.4 below, provided; however, that the Committee, acting in its
discretion, may approve, as the SERP Early Retirement Benefit for a Participant,
an immediate benefit which is unreduced as a consequence of its early
commencement, notwithstanding the provisions of the NC Retirement Plan or
Section 4.4(a)(3) of this Plan.

         4.4 SERP Retirement Benefit. The annual SERP Retirement Benefit shall
be equal to

                  (a) the annual retirement benefit determined for the
Participant at the time under the provisions of the NC Retirement Plan,
provided, however, that (1) the limitations of Sections 18.6, 18.7, 18.8 and
18.8A of the NC Retirement Plan and similar limitations upon retirement benefits
resulting from restrictions imposed by the Internal Revenue Code or Regulations
thereunder shall not apply, (2) there shall be substituted for the Participant's
Final Average Earnings the Participant's Final Average Total Earnings, (3) the
Committee acting at its discretion may credit a Participant with additional
years of Benefit Service (within the meaning of Section 3.1 of the NC Retirement
Plan) and Vesting Service, and (4) in the case of a Participant receiving a SERP
Early Retirement Benefit, there shall be substituted for the early


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retirement reduction factors set forth in Section 5.3 of the NC Retirement Plan
the actuarial reduction percentages set forth in Table A at the end hereof based
upon the Participant's Age and completed whole years of Vesting Service, with
Age being interpolated to the nearest month in a manner determined by the Plan
Administrator.

LESS

                  (b) the total of

                           (1) the annual retirement benefit payable with
                  respect to the Participant pursuant to the NC Retirement Plan,

                           (2) the annual retirement benefit (or Actuarially
                  Equivalent Benefit, as determined by the Actuary) payable with
                  respect to the Participant pursuant to any program designated
                  by the Committee to serve as a SERP Offset Program, and

                           (3) during the first five years of payment of any
                  SERP benefits, the amount of the payments, if any, made from
                  time to time by the Employer of the Participant's portion of
                  FICA taxes pursuant to Section 7.3 of the SERP ("FICA
                  Payment") divided by five (with the consequent loss to the
                  Employer in the event the benefits cease before the end of the
                  five year period), and provided further, that to the extent
                  the Participant's benefit under the SERP is distributed in
                  whole or in part by lump sum payment, the FICA Payment shall
                  be deducted from such lump sum payment (to zero, if such be
                  the case) and any FICA Payment not so reimbursed shall be
                  divided equally among the benefit payments scheduled over the
                  next five years.

         4.5 Payment of SERP Retirement Benefit. The SERP Retirement Benefit
shall be payable pursuant to the same optional forms as are permitted to be
elected under the NC Retirement Plan, provided however, that (1) the form and
method of payment is subject to the approval of the Plan Administrator, acting
in its discretion, (2) there shall be no requirement for consent of
Participant's spouse for any election to be effective under the SERP, (3) a lump
sum payment of an Actuarially Equivalent Benefit (or a portion thereof), as
determined by the Actuary, may be made at the election of the Plan Administrator
acting in its discretion, and (4)


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the Plan Administrator in its discretion may select a combination of methods of
payment of the SERP Retirement Benefit.

         In the event a lump sum payment of an Actuarially Equivalent Benefit
(or a portion thereof) is made either (1) pursuant to the preceding paragraph of
this Section 4.5 or (2) pursuant to a SERP Offset Program, or both (the total of
such payments being herein called "Payments"), the SERP shall pay an additional
payment ("Additional Payment") to the SERP Retiree determined as follows:

                  (a) Subtract (x) from (y) where (x) equals an amount
determined by multiplying an amount ("Deemed Taxable Amount") equal to the
amount of the Payments less the threshold amount applicable to the maximum
marginal federal income tax rate in effect for the tax year of the Payments, by
the average of the maximum marginal federal income tax rates in effect for the
five (5) tax years immediately preceding the tax year of the Payments, and (y)
equals an amount determined by multiplying the Deemed Taxable Amount by the
maximum marginal federal income tax rate in effect for the tax year of the
Payments, and then

                  (b) Divide the difference obtained pursuant to (a) above by 1
minus the maximum marginal federal income tax rate in effect for the tax year of
the Payments.

         In determining the Additional Payment the marital status of the SERP
Retiree at the time of the Payments shall be deemed to have been his or her
marital status at all relevant times.

                    ARTICLE 5. SERP SURVIVING SPOUSE BENEFIT

         5.1 Eligibility for SERP Surviving Spouse Benefit. In the event a SERP
Participant dies prior to retirement, there shall be annual amount payable to
the Participant's surviving spouse, if any, a SERP Surviving Spouse Benefit
which is equal to:

                  (a) 35% of the Participant's Final Average Total Earnings at
the time of the Participant's death, provided, however, that the limitations of
Sections 18.6, 18.7, 18.8 and 18.8A of the NC Retirement Plan and similar
limitations upon retirement benefits resulting from restrictions imposed by the
Internal Revenue Code or Regulations thereunder shall not apply,

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LESS

                  (b) the total of

                           (1) the annual amount payable as a surviving spouse
                  benefit (or Actuarially Equivalent Benefit, as determined by
                  the Actuary) with respect to the Participant pursuant to the
                  NC Retirement Plan,

                           (2) the annual amount payable with respect to the
                  Participant as a Social Security Surviving Spouse Benefit,

                           (3) the annual amount payable as a surviving spouse
                  benefit (or Actuarially Equivalent Benefit, as determined by
                  the Actuary) with respect to the Participant pursuant to any
                  program designated by the Committee to serve as a SERP Offset
                  Program, and

                           (4) during the first five years of payment of any
                  SERP benefits, the amount of the payments, if any, made from
                  time to time by the Employer of the Participant's portion of
                  FICA taxes pursuant to Section 7.3 of the SERP ("FICA
                  Payment") divided by five (with the consequent loss to the
                  Employer in the event the benefits cease before the end of the
                  five year period), and provided further, that to the extent
                  the Participant's benefit under the SERP is distributed in
                  whole or in part by lump sum payment, the FICA Payment shall
                  be deducted from such lump sum payment (to zero, if such be
                  the case) and any FICA Payment not so reimbursed shall be
                  divided equally among the benefit payments scheduled over the
                  next five years.

         5.2 Beneficiary of SERP Surviving Spouse Benefit. The beneficiary of
the SERP Surviving Spouse Benefit shall be limited to the surviving spouse of
the deceased Participant at the time of such Participant's death and the estate
of such surviving spouse in the event of the surviving spouse's death prior to
receipt of a lump sum payment thereof if such method of payment was previously
elected by the Plan Administrator, acting in its discretion, prior to the death
of such surviving spouse.

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         5.3 Retirement by Participant Eliminates SERP Surviving Spouse Benefit.
In all cases a retirement under the SERP by the Participant shall eliminate the
SERP Surviving Spouse Benefit.

         5.4 Method of Payment of SERP Surviving Spouse Benefit. The SERP
Surviving Spouse Benefit shall be payable in the same manner as the Surviving
Spouse Benefit under the NC Retirement Plan is paid, provided however, that in
the discretion of the Plan Administrator (1) such benefit (or a portion thereof)
may be paid in a lump sum payment of an Actuarially Equivalent Benefit, as
determined by the Actuary, and (2) the Plan Administrator in its discretion may
select a combination of methods of payment of the SERP Surviving Spouse Benefit.

                       ARTICLE 6. SERP DISABILITY BENEFIT

         6.1 Eligibility for SERP Disability Benefit. In the event a SERP
Participant suffers a Disability prior to retirement a SERP Disability Benefit
shall be payable.

         6.2 Amount of SERP Disability Benefit. The annual SERP Disability
Benefit shall be equal to

                  (a) the greater of

                           (1) 60% of the Participant's SERP Base Pay at the
                  time of the Disability, or

                           (2) 50% of the sum of the Participant's

                                    (A) SERP Base Pay at the time of Disability,
                                    plus

                                    (B) the average of the amounts of the Total
                                    Awards, if any, for the calendar year ended
                                    prior to the Disability and the year prior
                                    thereto, determined at the time of the
                                    Disability,

LESS

                  (b) the sum of

                           (1) the annual amount of the benefit (or Actuarially
                  Equivalent Benefit, as determined by the Actuary) payable to
                  the Participant under the NC Long Term Disability Plan,

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                           (2) the annual amount of benefit payable to the
                  Participant as Social Security Disability Benefit,

                           (3) the annual amount of disability benefit (or
                  Actuarially Equivalent Benefit, as determined by the Actuary)
                  payable to the Participant pursuant to any program designated
                  by the Committee to serve as a SERP Offset Program, and

                           (4) during the first five years of payment of any
                  SERP benefits, the amount of the payments, if any, made from
                  time to time by the Employer of the Participant's portion of
                  FICA taxes pursuant to Section 7.3 of the SERP ("FICA
                  Payment") divided by five (with the consequent loss to the
                  Employer in the event the benefits cease before the end of the
                  five year period), and provided further, that to the extent
                  the Participant's benefit under the SERP is distributed in
                  whole or in part by lump sum payment, the FICA Payment shall
                  be deducted from such lump sum payment (to zero, if such be
                  the case) and any FICA Payment not so reimbursed shall be
                  divided equally among the benefit payments scheduled over the
                  next five years.

         6.3 Form of Payment of SERP Disability Benefit. The SERP Disability
Benefit shall be payable monthly, quarterly or annually as determined by the
Plan Administrator, acting in its discretion, provided however, that the Plan
Administrator may determine (1) that the same (or a portion thereof) shall be
payable in a lump sum payment of an Actuarially Equivalent Benefit, as
determined by the Actuary, and (2) the Plan Administrator in its discretion may
select a combination of methods of payment of the SERP Disability Benefit.

                            ARTICLE 7. MISCELLANEOUS

         7.1 Payment of Benefits. Benefits hereunder shall be paid by the
Corporation from its general assets, and shall not be paid from any trust fund
established pursuant to any one or more of the Corporation's qualified
retirement plans or the NC Long Term Disability Plan. All other provisions of
the Plans relating to the payment of benefits, including but not limited to the
dates of first and last payment of any benefits and the normal and optional
forms of benefit payment,


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shall apply to the payment of benefits hereunder, except as otherwise
specifically provided herein.

         7.2 Administration. Except as herein provided, the SERP shall be
administered by the Plan Administrator which shall administer it in a manner
consistent with the administration of the Plans, except that the SERP shall be
administered as an unfunded plan which is not intended to meet the qualification
requirements of Section 401 of the Internal Revenue Code. The Plan Administrator
shall have full power and authority to interpret, construe and administer the
SERP and the Plan Administrator's interpretations and construction hereof, and
actions hereunder, including the timing, form, amount or recipient of any
payment to be made hereunder, shall be binding and conclusive on all persons for
all purposes. Neither the Plan Administrator nor any member thereof shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of the SERP unless attributable to his or her
own willful misconduct or lack of good faith.

         7.3 Corporation's Potential Payment of FICA Tax. The Corporation may,
in its discretion, pay, for and on behalf of a Participant, the amount, if any,
of such Participant's portion of any FICA taxes which may accrue and become
payable during the Participant's employment which results from such
Participant's Accrued Benefit, and the amount of any such payments(s) by the
Employer (without interest) shall serve to reduce such Participant's benefits
under this SERP, to the extent as is otherwise provided in the SERP.

         7.4 Participants' Rights; Surviving Spouses' Rights. Except as
otherwise specifically provided, neither a Participant nor a surviving spouse
has rights under the SERP. It is specifically intended that no benefits shall be
payable under the SERP to a Participant or his or her surviving spouse or
beneficiary prior to the Participant's retirement either after attainment of
Normal Retirement Age or, upon Committee approval in accordance with the
provisions of Section 4 hereof, at an earlier age, excepting only (a) disability
benefits, if applicable, (b) Surviving Spouse Benefits in the event of the death
of the Participant prior to retirement, and (c) the payment of benefits after
the occurrence of a Vesting Event with respect to the Participant.


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No Participant or his or her surviving spouse or beneficiary shall have any
title to or beneficial ownership in any assets of the Corporation as a result of
the SERP or its benefits.

         7.5 Timing of Payments Hereunder. Notwithstanding any other provision
of the SERP, the Committee may, in its discretion, determine that benefits under
the SERP may be made at any time prior to Normal Retirement Age or retirement,
whichever first occurs.

                        ARTICLE 8. AMENDMENT; TERMINATION

         The Corporation expects to continue the SERP 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 or discontinuance is deemed necessary or
desirable. However, if the SERP should be amended or discontinued, the
Corporation shall remain obligated for benefits under the SERP with respect to
Participants and surviving spouses whose benefits are in payment status at the
time of such action, with respect to any other Participants who have attained
Normal Retirement Age as of the date of such action, and, with respect to
Accrued Benefits, with respect to any other Participant as to whom a Vesting
Event has occurred.

                            ARTICLE 9. UNFUNDED PLAN

         Plan not Funded. The SERP is an unfunded plan and its benefits are
payable solely from the general assets of the Corporation.

                             ARTICLE 10. FORFEITURES

         Notwithstanding any provision in the SERP to the contrary excepting
only the provisions of Article 12, in the event the Committee finds

                  (a) that an Employee or former Employee who has an interest
under the SERP has been discharged by his or her 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 the SERP has been convicted of a crime as a result of which it becomes
illegal for his Employer to employ him or her;


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then any amounts held under the SERP for the benefit of such Employee or former
Employee or his or her 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.

         Each Participant agrees to the foregoing forfeiture provisions by his
or her acceptance of his or her invitation to participate in the SERP and by his
or her continued participation.

                     ARTICLE 11. RESTRICTIONS ON ASSIGNMENTS

         The interest of a Participant or his or her surviving spouse or
beneficiary may not be sold, transferred, assigned, or encumbered in any manner,
either voluntarily or involuntarily, and any attempt so to 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 12. CHANGE IN CONTROL

         12.1 Treatment of Awards.

                  In the event of a Change in Control:

                           (i) the Effective Date of such Change in Control
                  shall be deemed a Vesting Event with respect to all
                  Participants and surviving spouses, and

                           (ii) the rights of all Participants in their Accrued
                  Benefits hereunder as of the Effective Date of such Change in
                  Control shall be 100% vested and nonforfeitable,
                  notwithstanding any other provision hereof.

         12.2 Definition of Change in Control. "Change in Control" means the
         occurrence of any of the following events:

                           (i) The Corporation is merged, consolidated or
                  reorganized into or with another corporation or other legal
                  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


                                      -16-
<PAGE>
                  immediately after such transaction are held in the aggregate
                  by the holders of Voting Stock (as that term is hereafter
                  defined) immediately prior to such transaction;

                           (ii) The Corporation sells or otherwise transfers all
                  or substantially all of its assets to another corporation or
                  other legal person, and as a result of such sale or transfer
                  less than sixty-five percent of the combined voting power of
                  the then-outstanding securities of such corporation or person
                  immediately after such sale or transfer is held in the
                  aggregate by the holders of Voting Stock immediately prior to
                  such sale or transfer;

                           (iii) There is a report filed on Schedule 13D or
                  Schedule 14D-1 (or any successor schedule, form or report),
                  each as promulgated pursuant to the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), disclosing that any
                  person (as the term "person" is used in Section 13(d)(3) or
                  Section 14(d)(2) of the Exchange Act) has become 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
                  15% or more of the combined voting power of the
                  then-outstanding securities entitled to vote generally in the
                  election of directors of the Corporation ("Voting Stock");

                           (iv) The Corporation files a report or proxy
                  statement with the Securities and Exchange Commission pursuant
                  to the Exchange Act disclosing in response to Form 8-K or
                  Schedule 14A (or any successor schedule, form or report or
                  item therein) that a change in control of the Corporation has
                  occurred or will occur in the future pursuant to any
                  then-existing contract or transaction; or

                           (v) If, during any period of two consecutive years,
                  individuals who at the beginning of any such period constitute
                  the Directors of the Corporation cease for any reason to
                  constitute at least a majority thereof; provided, however,
                  that for purposes of this clause (v) each Director who is
                  first elected, or first


                                      -17-
<PAGE>
                  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.

                  Notwithstanding the foregoing provisions of (iii) or (iv)
                  above, unless otherwise determined in a specific case by
                  majority vote of the Board, a "Change in Control" shall not be
                  deemed to have occurred for purposes of (iii) or (iv) above
                  solely because (1) the Corporation, (2) an entity in which the
                  Corporation directly or indirectly beneficially owns 50% or
                  more of the voting equity securities (a "Subsidiary"), or (3)
                  any employee stock ownership plan or any other employee
                  benefit plan of the Corporation or any Subsidiary either files
                  or becomes obligated to file a report or proxy statement under
                  or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
                  Schedule 14A (or any successor schedule, form or report or
                  item therein) under the Exchange Act disclosing beneficial
                  ownership by it of shares of Voting Stock, whether in excess
                  of 15% or otherwise, or because the Corporation reports that a
                  change in control of the Corporation has occurred or will
                  occur in the future by reason of such beneficial ownership.

         12.3 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 such discussions
or negotiations commenced.

                                      -18-
<PAGE>
                  ARTICLE 13. BINDING ON CORPORATION, EMPLOYEES
                              AND THEIR SUCCESSORS

         The SERP shall be binding upon and inure to the benefit of the
Corporation, its successors and assigns and each Participant and his or her
surviving spouse, beneficiaries, heirs, executors, administrators and legal
representatives.

                           ARTICLE 14. LAWS GOVERNING

      The SERP shall be construed in accordance with and governed by the laws of
the State of Ohio.

         Executed this 27th day of July, 2001 at Cleveland, Ohio, but effective
as of August 1, 2001.

                                          NATIONAL CITY CORPORATION

                                          By:   /s/ Shelley J. Seifert
                                             -----------------------------------


                                      -19-
<PAGE>
                                     TABLE A

                          SERP EARLY RETIREMENT BENEFIT

                              reduction percentages

                                       AGE
<TABLE>
<CAPTION>
  YEARS OF
   SERVICE        55    56    57    58    59    60    61    62    63    64    65
  --------
  <S>             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
      10          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      11          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      12          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      13          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      14          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      15          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      16          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      17          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      18          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      19          50%   54%   58%   62%   66%   70%   76%   82%   88%   94%   100%
      20          58%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      21          58%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      22          58%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      23          58%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      24          58%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      25          58%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      26          58%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      27          61%   64%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      28          64%   67%   70%   76%   82%   88%   94%   100%  100%  100%  100%
      29          67%   70%   73%   76%   82%   88%   94%   100%  100%  100%  100%
      30          70%   73%   76%   79%   82%   88%   94%   100%  100%  100%  100%
      31          73%   76%   79%   82%   85%   88%   94%   100%  100%  100%  100%
      32          76%   79%   82%   85%   88%   91%   94%   100%  100%  100%  100%
      33          79%   82%   85%   88%   91%   94%   97%   100%  100%  100%  100%
      34          82%   85%   88%   91%   94%   97%   100%  100%  100%  100%  100%
      35          85%   88%   91%   94%   97%   100%  100%  100%  100%  100%  100%
      36          88%   91%   94%   97%   100%  100%  100%  100%  100%  100%  100%
      37          91%   94%   97%   100%  100%  100%  100%  100%  100%  100%  100%
      38          94%   97%   100%  100%  100%  100%  100%  100%  100%  100%  100%
      39          97%   100%  100%  100%  100%  100%  100%  100%  100%  100%  100%
      40          100%  100%  100%  100%  100%  100%  100%  100%  100%  100%  100%
</TABLE>