Table of Contents

  **UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****FORM 10-K**(Mark One)   þ **Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934****For the fiscal year ended December 31, 2006****or**   o **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934****For the transition period from                      to                     **   **Commission File Number of issuing entity:** **Commission File Number of issuing entity:****333-126628** **333-126628-01****NATIONAL CITY CREDIT CARD** **NATIONAL CITY CREDIT CARD****MASTER NOTE TRUST** **MASTER TRUST****(Exact name of issuing entityas specified in its charter)** **(Exact name of issuing entityas specified in its charter)****(Issuer of the Notes)** **(Issuer of the Collateral Certificate)****Commission File Number of depositor: 333-126628-02****NATIONAL CITY BANK****(Exact name of depositor and sponsor as specified in it charter)**   Delaware New York(State or other jurisdiction of incorporation or (State or other jurisdiction of incorporation ororganization of the issuing entity) organization of the issuing entity) c/o National City Bank c/o National City Bank1900 East Ninth Street 1900 East Ninth StreetCleveland, Ohio 44114-3484 Cleveland, Ohio 44114-3484(Address of principal executive offices of issuing entity) (Address of principal executive offices of issuing entity)   (216) 222-2000 (216) 222-2000(Telephone number, including area code) (Telephone number, including area code)   Not Applicable Not Applicable(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)Securities registered pursuant to Section 12(b) of the Act: noneSecurities registered pursuant to Section 12(g) of the Act: noneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o No þIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. Yes o No þIndicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes þ No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. þ [Item 405 of Regulation S-K is not applicable]Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer ora non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act. (Check one);Large accelerated filer o           Accelerated filer o           Non-accelerated filer þIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o No þState the aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, or the average bid andasked price of such common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter. Not applicable.  
 

**TABLE OF CONTENTS**
PART IItem 1. BusinessItem 1A. Risk FactorsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersItem 1B. Unresolved Staff CommentsItem 1112(b) of Regulation AB: Significant Obligor Financial InformationItem 1114(b)(2) of Regulation AB: Significant Enhancement Provider Financial InformationItem 1115(b) of Regulation AB: Derivative Instrument Provider Financial InformationItem 1117 of Regulation AB: Legal ProceedingsPART IIItem 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DateItem 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About MarketItem 8. Financial Statements and SupplementaryItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesItem 1119 of Regulation AB: Affiliations and Certain Relationships and Related TransactionsItem 1122 of Regulation AB: Compliance with Applicable Servicing CriteriaItem 1123 of Regulation AB: Servicer Compliance StatementPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATUREEX-31EX-33.1EX-33.2EX-34.1EX-34.2EX-35

Table of Contents
**PART I****The following items are omitted in accordance with General Instruction J to Form 10-K:**Item 1. BusinessItem 1A. Risk FactorsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security Holders**Item 1B. Unresolved Staff Comments.**     None.**Substitute information provided in accordance with General Instruction J to Form 10-K:****Item 1112(b) of Regulation AB: Significant Obligor Financial Information**     The primary asset of the issuing entity is the collateral certificate, Series 2005-CC,representing an undivided interest in the National City Credit Card Master Trust, whose assetsinclude the receivables arising in a portfolio of unsecured consumer revolving credit cardaccounts. National City Credit Card Master Trust, therefore, may be considered a significantobligor in relation to National City Credit Card Master Note Trust. Pursuant to Instruction 3.b.to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respectof National City Credit Card Master Trust has been disclosed in this report on Form 10-K in lieu ofthe information otherwise contemplated by Item 1112(b).     The pool assets held by National City Credit Card Master Trust do not include any significantobligors.**Item 1114(b)(2) of Regulation AB: Significant Enhancement Provider Financial Information**     There is no entity or group of affiliated entities providing enhancement or other support thatis liable or contingently liable to provide payments representing 10% or more of the cash flowsupporting any offered class of asset-backed securities.**Item 1115(b) of Regulation AB: Derivative Instrument Provider Financial Information**     There is no entity or group of affiliated entities providing derivative instruments of anaggregate significant percentage of 10% of more.**Item 1117 of Regulation AB: Legal Proceedings***Industry Developments*     In October 2004, the United States Supreme Court let stand a federal court decision in a suitbrought by the U.S. Department of Justice, in which MasterCard and Visa rules prohibiting banksthat issue cards on MasterCard and Visa networks from issuing cards on other networks (the“association rules”) were found to have violated federal antitrust laws. This decision effectivelypermits banks that issue cards on Visa’s or MasterCard’s networks, such as National
 

Table of Contents
City Bank, to issue cards on competitor networks. Discover and American Express haveinitiated separate civil lawsuits against MasterCard and Visa claiming substantial damages stemmingfrom the association rules. MasterCard and Visa are also parties to suits alleging thatMasterCard’s and Visa’s currency conversion practices are unlawful. The costs associated withthese and other matters could cause MasterCard and Visa to invest less in their networks andmarketing efforts and could adversely affect the interchange paid to their member banks, includingthe bank.*Litigation and Proceedings*     National City Corporation (the “Corporation”) and its subsidiaries are involved in a number oflegal proceedings arising from the conduct of their business activities. These proceedings includeclaims brought against the Corporation and its subsidiaries where a National City entity acted asdepository bank, lender, underwriter, fiduciary, financial advisor, broker or participated in othersimilar business activities. Reserves are established for legal claims when losses associated withthe claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuitsand arbitrations, including almost all of the class action lawsuits, it is not possible todetermine whether a liability has been incurred or to estimate the ultimate or minimum amount ofthat liability until the case is close to resolution, in which case a reserve will not berecognized until that time.     On or about November 22, 2002, a claim was asserted in the Marion County Probate Court(Indiana) against National City Bank of Indiana, a subsidiary of the Corporation since merged intoNational City Bank, concerning management of investments held in a trust for the benefit of theAmericans for the Arts and The Poetry Foundation. The claim alleges failure to adequately andtimely diversify investments held in this trust, which resulted in investment losses. Thebeneficiaries are seeking damages of as much as $100 million. In December 2005, the court enteredan order granting National City Bank of Indiana’s motion for summary judgment, and thebeneficiaries filed an appeal. On October 19, 2006, the Indiana Court of Appeals, in a unanimousdecision, affirmed the order granting National City Bank of Indiana’s motion for summary judgment.By order dated March 8, 2007, the Indiana Supreme Court unanimously denied the beneficiaries’motion to transfer the appeal to the Indiana Supreme Court.     Beginning on June 22, 2005, a series of antitrust class action lawsuits were filed againstVisa, MasterCard and several major financial institutions, including eight cases naming theCorporation and its subsidiary, National City Bank of Kentucky, since merged into National CityBank. The plaintiffs, merchants operating commercial businesses throughout the U.S. and tradeassociations, claim that the interchange fees charged by card-issuing banks are unreasonable andseek injunctive relief and unspecified damages. The cases have been consolidated for pretrialproceedings in the United States District Court for the Eastern District of New York. Given thepreliminary stage of these suits, it is not possible for the Corporation to assess the probabilityof a material adverse outcome or the range of possible damages, if any.     On March 31, 2006, the Corporation and National City Bank were served with a patentinfringement lawsuit filed in the United States District Court for the Eastern District of Texas.The plaintiff, Data Treasury Corporation, claims that the Corporation, as well as over 50 otherfinancial institutions or check processors, are infringing on its patents involving check imaging,
 

Table of Contents
storage and transfer. The plaintiff seeks unspecified damages and injunctive relief. OnNovember 30, 2006, the U.S. Patent and Trademark Office, on re-examination, found that two of theimage patents involved in the litigation should be rejected. This decision is subject to responseand appeal by Data Treasury Corporation. At this stage of this lawsuit, it is not possible for theCorporation to assess the probability of a material adverse outcome or the range of possibledamages, if any.     On October 11, 2006, Allegiant Asset Management Company (“Allegiant”), a registered investmentadviser and an indirect subsidiary of the Corporation, was notified that the Pacific RegionalOffice of the Securities and Exchange Commission (“SEC”) was conducting an examination concerningmarketing arrangements Allegiant may have with entities that provide administrative services to theAllegiant Funds. The Corporation and Allegiant are cooperating fully with the SEC in thatexamination. On January 12, 2007, Allegiant submitted a written response to the SEC’s inquiries.Due to the preliminary stage of this investigation, the Corporation is not able to predict theoutcome of this examination.     On August 23, 2005, the Office of Inspector General issued its final audit concerning latesubmitted requests to the Department of Housing and Urban Development for FHA insurance madebetween May 1, 2002 and April 30, 2004 by National City Mortgage Co., a subsidiary of National CityBank. One of the recommendations contained in the final audit was for a determination to be madeas to the legal sufficiency of possible remedies under the Program Fraud Civil Remedies Act. Inlate 2006, the Department of Housing and Urban Development referred the matter to the Department ofJustice’s Civil Division to determine if possible civil claims exist under the Program Fraud CivilRemedies Act and the False Claims Act. National City Mortgage Co. is cooperating with theDepartment of Justice in its civil claims investigation. The nature and amount of any liabilitiesthat might arise from this investigation is not determinable at this time.     Based on information currently available, advice of counsel, available insurance coverage andestablished reserves, the Corporation believes that the eventual outcome of all proceedingsinvolving or claims against the Corporation and its subsidiaries will not, individually or in theaggregate, have a material adverse effect on the Corporation’s consolidated financial position orresults of operations. It is possible, however, that the ultimate resolution of these matters, ifunfavorable, may be material to the results of operations for a particular period.     Except as disclosed above, there are no pending material legal or other proceedings involving National City Bank, as sponsor, depositor and servicer, National City Credit Card Master Trust and National City Credit Card Master Note Trust, each as an issuing entity, The Bank of New York (Delaware), as master trust trustee, The Bank of New York, as indenture trustee, Wilmington Trust Compaqny, as owner trustee, or any other party described inItem 1117 of Regulation AB, or of which any property of the foregoing is the subject, that, individually or in the aggregate, would have a material adverse impact on investors in the securities to which this report on Form 10-K relates.PART II**The following items are omitted in accordance with General Instruction J to Form 10-K:**Item 5. Market For Registrant’s Common Equity, Related StockholderMatters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DateItem 7. Management’s Discussion and Analysis of Financial Condition andResults of OperationsItem 7A. Quantitative and Qualitative Disclosures About MarketItem 8. Financial Statements and Supplementary
 

Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting andFinancial DisclosureItem 9A. Controls and Procedures**Item 9B. Other Information.**  None.PART III**The following items are omitted in accordance with General Instruction J to Form 10-K:**Item 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and Services**Substitute information provided in accordance with General Instruction J to Form 10-K:****Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions**     Information required by Item 1119 of Regulation AB has been omitted from this report on Form10-K in reliance on the Instruction to Item 1119.**Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria**     Each of National City Bank, The Bank of New York and The Bank of New York (Delaware) (each, a“Servicing Participant”) has been identified by the registrant as a party participating in theservicing function with respect to the pool assets held by each of National City Credit Card MasterTrust and National City Credit Card Master Note Trust. Each of the Servicing Participantscompleted a report on an assessment of compliance with the servicing criteria applicable to suchServicing Participant (each, a “Report on Assessment”) as of, and for the 12-monthperiod ending, December 31, 2006, which Reports on Assessment are attached as exhibits to this Form10-K. In addition, each of the Servicing Participants provided an attestation report (each, an“Attestation Report”) by a registered independent public accounting firm regarding its relatedReport on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. Noneof the Reports on Assessment or the related Attestation Reports identify any material instances ofnoncompliance with the servicing criteria described in the related Report on Assessment as beingapplicable to such Servicing Participant.**Item 1123 of Regulation AB: Servicer Compliance Statement**     National City Bank has been identified by the registrant as the servicer with respect to thepool assets held by each of National City Credit Card Master Trust and National City Credit CardMaster Note Trust. National City Bank provided a statement of compliance (a “ComplianceStatement”) for the 12-month period ending December 31, 2006 which has been
 

Table of Contents
signed by an authorized officer of National City Bank. The Compliance Statement is attachedas an exhibit to this Form 10-K.PART IV**Item 15. Exhibits and Financial Statement Schedules**(a)(1) Not applicable.