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                                                                   Exhibit 10.40

                            NATIONAL CITY CORPORATION
                    LONG-TERM CASH AND EQUITY INCENTIVE PLAN
                             EFFECTIVE APRIL 6, 2004

                                    ARTICLE 1
                        ESTABLISHMENT AND PURPOSE OF PLAN

1.1  ESTABLISHMENT OF THE PLAN. The following are the provisions of the National
     City Corporation Long-Term Cash and Equity Incentive Plan, effective as of
     April 6, 2004 (herein referred to as the "Plan") that is an amendment and
     restatement of the National City Corporation Long-Term Cash and Equity
     Incentive Plan, effective January 1, 2004.

     The Plan shall be effective for all purposes with respect to Plan Cycles
     commencing on or after January 1, 2004, and with respect to all
     determinations to be made (without regard to the date a Plan Cycle
     commenced) on or after April 6, 2004 (including but not limited to
     determinations of eligibility to participate, amounts of Awards, and
     entitlement to Awards).

1.2  PURPOSE. The purpose of the Plan is to maximize the returns to stockholders
     and to promote the long-term profitability and success of the Corporation
     by aligning the long-term financial interests of Participants with those of
     stockholders and providing an incentive to those Directors and key
     executives who are primarily responsible for such profitability and success
     of the Corporation.

1.3  TERM. No awards shall be made pursuant to this plan after the tenth
     anniversary of its effective date.

                                    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)  "Active Participant" shall mean an Eligible Employee who is approved
          by the Board for participation in a Plan Cycle. Such approval shall be
          determined with respect to each Plan Cycle no later than 90 days after
          the commencement of that Plan Cycle, and shall be redetermined with
          respect to each new Plan Cycle.

     (b)  "Additional Option" means an Option Right granted to an Optionee in
          connection with the exercise of an option as described in Section 5.4
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     (c)  "Additional Option Feature" means a feature of an Option Agreement
          that provides for the automatic grant of an Additional Option in
          accordance with the provisions described in Section 5.4.

     (d)  "Additional Option Price" see Section 5.4.

     (e)  "Appreciation Award Price" see Section 9.1.

     (f)  The term "Appreciation Right" means a right granted pursuant to either
          Section 5.5 or Section 9.1 of this Plan.

     (g)  "Appreciation Right Award Agreement" see Section 9.1.

     (h)  "Average Stock Price" shall be determined with respect to each Plan
          Cycle for the month of December prior to such Plan Cycle (the Average
          Stock Price at the beginning of the Plan Cycle) and for the last full
          calendar month of the Plan Cycle (the Average Stock Price at the end
          of the Plan Cycle) and shall mean the arithmetic mean (the average) of
          the closing prices of a share of common stock of a company as reported
          on any national securities exchange (or by any national quotation
          system accepted by the Board for this purpose) for each of the trading
          days (on which such shares were traded) in such calendar month. If the
          shares of common stock are not then so traded or regularly reported,
          the stock price shall be determined by such means as the Board shall
          determine. Notwithstanding the foregoing, the Board may determine
          prior to the start of a Plan Cycle that a different set of time
          periods are appropriate for measuring performance under the Plan, and
          such different time periods may be used to determine Average Stock
          Prices at the beginning and the end of such Plan Cycle.

     (i)  "Award" shall mean, individually or collectively, a Plan Cycle Award,
          Option Rights Award, Appreciation Rights Award, Restricted Stock
          Award, RSU Award, Common Stock Award, any other payment or right to
          receive cash or equity granted pursuant to the Plan, or any
          combination thereof.

     (j)  "Base Salary" shall mean the average annual salary of an employee
          during that portion, or all of the Plan Cycle for which he or she is
          an Active Participant, exclusive of any bonuses, incentive pay,
          special awards, or any Awards.

     (k)  "Board" shall mean the Board of Directors of the Corporation.

     (l)  "Change in Control" see Section 15.5.

     (m)  "Committee" means the Committee provided for in Section 12.1 of this
          Plan.

     (n)  "Common Stock" means common stock, par value $4 per share, of the
          Corporation and any security into which such common stock may be
          changed by reason of any Recapitalization.


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     (o)  "Common Stock Award" see Article 10.

     (p)  "Corporation" shall mean National City Corporation, a Delaware
          corporation.

     (q)  "Covered Executive" shall mean any individual who, is, or is
          determined by the Board to be likely to become, a "covered employee"
          within the meaning of Section 162(m) of the Internal Revenue Code of
          1986, as amended.

     (r)  "Director" means an elected or appointed member of the Board, but does
          not include any honorary member of the Board or other person not
          entitled as a matter of law to vote and otherwise participate in
          regular meetings of the Board.

     (s)  "Director Year" means a period of time commencing on the date of the
          Corporation's Annual Meeting of Stockholders for any year and ending
          on the day before the Corporation's Annual Meeting of Stockholders for
          its next immediately ensuing year.

     (t)  "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 Board.

     (u)  "Effective Date" see Section 15.6.

     (v)  "Eligible Employee" means an Employee or a Subsidiary Director who, by
          the nature and scope of their position, plays a key role in the
          management, growth and success of the Corporation.

     (w)  "Employee" shall mean an individual employed by an Employer on an
          active basis.

     (x)  "Employer" shall mean the Corporation or any Subsidiary.

     (y)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended.

     (z)  "Executive Officer" shall mean the chairman, chief executive officer,
          president, vice chairman, an executive vice president, a similar
          officer of the Corporation, anyone designated by the Board as an
          executive officer of the Corporation or a Covered Executive.

     (aa) "Extraordinary Items" means (i) extraordinary, unusual and/or
          non-recurring items of gain or loss, including but not limited to,
          restructuring or restructuring-related charges, (ii) gains or losses
          on the disposition of a business, (iii) changes in tax or accounting
          regulations or laws, or (iv) the effect of a merger or acquisition,
          all of which are identified in the Corporation's audited financial
          statements or the Corporation's annual report to stockholders.


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     (bb) "Implementation Date" see Section 15.7.

     (cc) "Inactive Participant" shall mean an individual who was an Active
          Participant in the Plan for a Plan Cycle who is not currently an
          Active Participant for a Plan Cycle but who continues to have an
          interest under the Plan.

     (dd) "Incentive Stock Option" means an Option Right granted by the
          Corporation to an Employee, which Option Right is intended to qualify
          as an "Incentive Stock Option" as that term is used in Section 122 of
          the Internal Revenue Code.

     (ee) "Internal Revenue Code" means the 1986 Internal Revenue Code, as
          amended from time to time.

     (ff) "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, 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.

     (gg) "Long Term Equity Incentive Award Committee" see Section 6.5.

     (hh) "Market Value per Share" means, at any date, the closing price, per
          share, of a share of Common Stock, on the New York Stock Exchange on
          the trading day immediately preceding such date as reported by the
          Wall Street Journal (Midwest Edition) or, if the Common Stock shall be
          primarily traded in another market, as determined in a manner
          specified by the Board using quotations in such other market.

     (ii) "Normal Retirement" shall mean leaving the employ of all Employers at
          or after the age 62 with at least twenty (20) years of continuous
          service with the


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          Employers or at or after the age 65 with at least five (5) years of
          continuous service with the Employers.

     (jj) "Option Agreement" means the written agreement between the Optionee
          and the Corporation relating to the grant of Option Rights to the
          Optionee.

     (kk) "Optionee" means the optionee named in an Option Agreement.

     (ll) "Option Price" means the per share amount the Optionee must pay in
          order to exercise an Option Right.

     (mm) "Option Right" means the right to purchase a share of Common Stock
          upon exercise of an Outstanding Option.

     (nn) "Outstanding Option" means, at any time, an option to purchase shares
          of Common Stock granted by the Corporation pursuant to this plan or
          any other stock option plan of the Corporation or any Subsidiary now
          or hereafter in effect, or pursuant to any stock option plan of any
          corporation which is merged into the Corporation or a Subsidiary and
          where the Corporation has by action of its Board, assumed the
          obligations of such corporation under such stock option plan, all
          whether or not such option is at the time exercisable, to the extent
          that such option at such time has neither been exercised nor
          terminated.

     (oo) "Participant" shall mean and include all Active Participants and all
          Inactive Participants.

     (pp) "Peer Group" shall mean a group of comparable corporations used to
          measure relative performance. Such Peer Group shall be established by
          the Board for each Plan Cycle by the 90 day after the commencement of
          the Plan Cycle, and shall not thereafter be changed with respect to
          such Plan Cycle, provided, however, that one or more members of a Peer
          Group (each a "Peer Group Member") shall be dropped therefrom in the
          event of the acquisition of the Peer Group Member, the acquisition of
          sixty-five percent or more of the gross assets of the Peer Group
          Member or the merger of the Peer Group Member with another
          company(ies) where the Peer Group Member is not the surviving
          corporation.

     (qq) "Performance Goals" means one or more objective performance measures
          or goals established by the Board in its sole discretion. Such
          Performance Goals shall be based on one or more of the Key Indices.
          Such Performance Goals may be particular to a Participant or the
          division, department, branch, line of business, subsidiary or other
          unit in which the Participant works, or may be based on the
          performance of the Corporation generally or relative to industry or
          competitor performance, as determined by the Board. Such Performance
          Goals may include or exclude some or all Extraordinary Items, as
          determined by the Board when setting the Performance Goals in its sole
          discretion.


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     (rr) "Period of Restriction" means the period during which the vesting of a
          RSU Award is limited in some way and the units are subject to
          substantial risk of forfeiture.

     (ss) "Plan" see Section 1.1.

     (tt) "Plan Cycle" shall mean a period of three consecutive fiscal years or
          any other period of not less than eighteen months and shall be
          referred to by the fiscal year in which a particular Plan Cycle
          commences.

     (uu) "Plan Cycle Award" see Section 4.1.

     (vv) "Plan Restrictions" means the restrictions set forth in Article 6 or 7
          hereof on any transfer of Common Stock, or any interest therein, which
          is the subject of a Restricted Stock Award granted hereunder or the
          restrictions set forth in Article 8 hereof on receiving the benefit of
          a RSU Award.

     (ww) "Recapitalization" see Section 3.5.

     (xx) "Restricted Period" means that period of time, as determined by the
          Plan, during which the Common Stock subject to a Restricted Stock
          Award is not transferable by reason of Plan Restrictions.

     (yy) "Restricted Stock" means shares of Common Stock the transfer or
          alienation of which are restricted by reason of Plan Restrictions.

     (zz) "Restricted Stock Award" see Article 6.

     (aaa) "Restricted Stock Award Agreement" means the written agreement
          between the Participant and the Corporation relating to the grant of
          Restricted Stock to the Participant.

     (bbb) "RSU" means a restricted stock unit. A RSU Award granted to a
          Participant pursuant to Article 8 herein and which is settled (i) by
          the delivery of one share of Common Stock for each RSU, (ii) in cash
          in an amount equal to the Market Value per Share as of the end of the
          Period of Restriction (or such later date as provided by the RSU Award
          Agreement) of one share of Common Stock for each RSU, or (iii) in a
          combination of cash and Common Stock, all as specified in the
          applicable RSU Award Agreement. The Award of an RSU represents the
          promise of the Corporation to deliver Common Stock, cash or a
          combination thereof, as applicable, at the end of the Period of
          Restriction (or such later date as provided by the RSU Award
          Agreement) in accordance with and subject to the terms and conditions
          of the applicable RSU Award Agreement, and is not intended to
          constitute a transfer of "property" within the meaning of Section 83
          of the Internal Revenue Code.


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     (ccc) "RSU Award Agreement" means the written agreement between the
          Participant and the Corporation relating to the grant of RSU's to the
          Participant.

     (ddd) "Spread" means the excess of the Market Value per Share of Common
          Stock on the date when an Appreciation Right is exercised over the
          option price provided for in the related Option Right.

     (eee) "Subsidiary" shall mean an entity in which the Corporation directly
          or indirectly owns 50% or more of the voting equity securities.

     (fff) "Subsidiary Director" means an elected or appointed member of the
          board of directors of any Subsidiary, but does not include any person
          who is an Employee or a Director.

     (ggg) "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.

     (hhh) "Vesting Event" shall mean the earliest to occur of the following
          events:

          (1)  the date any Award is payable hereunder,

          (2)  the Effective Date of a Change in Control,

          (3)  the date a Participant is eligible to retire on a Normal
               Retirement,

          (4)  the date a Participant incurs a Disability,

          (5)  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 or her benefits or Awards
          earned or accrued hereunder as of the date of such Vesting Event,
          subject to the forfeiture provisions of Article 14.


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     (fff) "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
                        COMMON STOCK AVAILABLE UNDER PLAN

3.1  The shares of Common Stock that may be made the subject of Option Rights,
     Appreciation Rights, Restricted Stock Awards, Common Stock Awards or RSU's
     pursuant to this Plan, may be treasury shares or shares of original issue
     or a combination of the foregoing.

3.2  MAXIMUM NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE PLAN. Subject to
     adjustments in accordance with Section 3.5 of this Plan, the maximum total
     number of shares of Common Stock sold or otherwise distributed pursuant to
     this Plan, shall not exceed 45,000,000. For purposes of determining the
     number of shares of Common Stock that may be distributed pursuant to the
     Plan, such number shall increase by the number of shares of Common Stock
     surrendered by an Optionee or relinquished to the Corporation (a) in
     connection with the exercise of an Option Right or (b) in payment of the
     minimum applicable federal, state, local and foreign tax withholding
     liabilities upon exercise of any rights pursuant to an Award. If any
     Participant forfeits any shares of Common Stock that are subject to any
     Award granted hereunder, or any such Award otherwise terminates with
     respect to any shares of Common Stock, such shares shall again be available
     for distribution in connection with future Awards under the Plan. Upon the
     Corporation's payment in cash of any benefit provided by any Award granted
     pursuant to this Plan, any shares that were a subject of such Award shall
     again be available for issue or transfer hereunder.

3.3  MAXIMUM NUMBER OF SHARES OF COMMON STOCK THAT MAY BE DISTRIBUTED PURSUANT
     TO ARTICLES 6, 7, 8 AND 10. Subject to adjustments in accordance with
     Section 3.5 of this Plan, the maximum total number of shares of Common
     Stock sold or otherwise distributed pursuant to Articles 6, 7, 8 and 10 of
     this Plan, shall not exceed 13,000,000

3.4  MAXIMUM NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UPON THE
     EXERCISE OF INCENTIVE STOCK OPTIONS. Subject to the adjustments in
     accordance with Section 3.5 of this Plan, the maximum number of Common
     Shares actually issued or transferred by the Corporation upon the exercise
     of Incentive Stock Options shall not exceed 40,000,000.

3.5  ADJUSTMENTS. In event of any merger, reorganization, consolidation,
     recapitalization, stock dividend, stock split, combination of shares,
     recapitalization or other change in capital structure of the Corporation,
     merger, consolidation, spinoff,


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     reorganization, partial or complete liquidation, issuance of rights or
     warrants to purchase securities, or any other corporate transaction or
     event having an effect similar to any of the foregoing
     ("Recapitalization"), the Board may make such substitution or adjustment in
     the aggregate number of shares of Common Stock and, if necessary, in the
     kind of securities available for issuance under the Plan, and in the number
     of shares of Common Stock subject of outstanding Awards granted under the
     Plan in the aggregate or to any Participant and in the number of shares of
     Common Stock specified in Sections 3.3, 5.3, 6.2, 7.4, 8.2, 9.1 and 10.2
     and hereof, all as may be determined to be appropriate by the Board, acting
     in its sole discretion, provided that the number of shares of Common Stock
     subject to any Award shall always be a whole number. The Board may also
     make or provide for such adjustments in the prices per share of Common
     Stock applicable under Option Rights and Appreciation Rights as the Board
     in its sole discretion, exercised in good faith, may determine is equitably
     required to prevent dilution or enlargement of the rights of Optionees that
     otherwise would result as a result of a Recapitalization.

                                    ARTICLE 4
                                PLAN CYCLE AWARDS

4.1  PARTICIPATION. No later than the 90th day after the commencement of the
     Plan Cycle participation for each Eligible Employee who is an Executive
     Officer and for each Eligible Employee who may receive any part of such
     Participant's Plan Cycle Award in Common Stock or a Common Stock equivalent
     shall be determined by the Board with respect to each Plan Cycle. The Board
     may base its approval upon the recommendation of the chief executive
     officer of the Corporation. No later than the 90th day after the
     commencement of the Plan Cycle the chief executive officer of the
     Corporation shall determine the participation of each Eligible Employee who
     is not an Executive Officer and whose Plan Cycle Award does not include any
     Common Stock or Common Stock equivalent (the determinations by the Board
     and the chief executive officer shall be collectively referred to as the
     "Plan Cycle Award"). 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.

4.2  PERFORMANCE CRITERIA. Plan Cycle Awards will be determined by comparing
     corporate performance with respect to Key Indices. The performance will be
     relative to pre-established goals, that of the Peer Group or any other
     objective standard established by the Board. No later than the 90th day
     following the commencement of the Plan Cycle, the Board 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, target
     and threshold Plan Cycle Award will be provided under the Plan.

4.3  PLAN CYCLE AWARD POTENTIAL. No later than the 90th day following the
     commencement of the Plan Cycle, the Board shall establish in writing the
     maximum, target and threshold Plan Cycle Awards for each Participant. Plan
     Cycle Awards may, for convenience purposes, be expressed as a percentage
     Base Salary or some other criteria. Plan Cycle Awards may be paid in cash,
     Option Rights, Restricted Stock, RSU's,


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     Common Stock, any other form approved by the Board or any combination
     thereof as established by the Board any time prior to or during the Plan
     Cycle.

4.4  PLAN CYCLE AWARD DETERMINATION. Upon the close of the Plan Cycle the
     amounts of Plan Cycle Awards hereunder for such Plan Cycle shall be
     determined. The Board has the discretion to reduce the Plan Cycle Award
     payable to any Participant notwithstanding attainment of any performance
     goal. Notwithstanding the occurrence of a Vesting Event, the Board may
     reduce or eliminate a Plan Cycle Award to any or all Participants at any
     time prior to the payment of the Plan Cycle Award or an Effective Date of a
     Change in Control.

4.5  LIMITATION. Notwithstanding any provision of this Plan to the contrary, no
     Award with respect to any Covered Executive for any given Plan Cycle shall
     exceed 1.0% of the Corporation's earnings before taxes and Extraordinary
     Items.

4.6  PARTICIPATION FOR PART OF A PLAN CYCLE. In the event an Employee is an
     Eligible Employee for only a portion of a Plan Cycle such Eligible Employee
     may, in the Board's discretion, be a Participant for such portion of the
     Plan Cycle but his Award will normally be prorated to reflect the number of
     months the Employee was an Active Participant compared to the number of
     months in the Plan Cycle. A Covered Executive may not be made a Participant
     after the beginning of a Plan Cycle.

4.7  CHANGES DURING A PLAN CYCLE. In the event a Participant is promoted or
     demoted, the Board may, in its or his discretion, (i) continue such
     Participant's maximum target or threshold 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 maximum, target or threshold
     Award, (iii) provide for a combination of (i) and (ii), or (iv) after a
     promotion or 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 maximum Awards, the Award for such Plan
          Cycle will normally be prorated to reflect the portions of the Plan
          Cycle spent under each maximum Award.

     (b)  The Board may not increase a Covered Executive's maximum, target or
          threshold Award during a Plan Cycle.

4.8  FORM AND TIMING OF PAYMENT OF AWARDS. The Participants shall be entitled to
     receive the payment of their Plan Cycle Awards no earlier than the last
     business day of the Plan Cycle and no later than the 90th day following the
     Plan Cycle. Except as otherwise provided for in Section 4.9, to receive a
     Plan Cycle Award a Participant must be an Employee on the date on which the
     Plan Cycle ends.

4.9  TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR NORMAL RETIREMENT. In
     the event a Participant's employment is terminated during a Plan Cycle at
     or after the occurrence of a Vesting Event other than a Change of Control,
     the


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     Participant shall be eligible to receive a pro-rated Award reflecting his
     or her partial participation. This pro-ration shall be determined by
     multiplying the Award by a fraction the numerator of which is the number of
     full months of participation to the date participation ends, and the
     denominator of which is the total number of months in the Plan Cycle. The
     Award thus determined shall be payable as soon as practicable following the
     end of the Plan Cycle.

                                    ARTICLE 5
                                  OPTION RIGHTS

5.1  AWARDING OF OPTION RIGHTS. The Board may, from time to time and upon such
     terms and conditions as it may determine, authorize the granting to
     Eligible Employees of Option Rights. Each such grant may utilize any or all
     of the authorizations, and shall be subject to all of the limitations,
     contained in Section 5.3.

5.2  DELEGATION OF AUTHORITY TO THE CHIEF EXECUTIVE OFFICER. The Board, may,
     from time to time and upon such terms and conditions as it may determine,
     specify a number of Option Rights that the chief executive officer of the
     Corporation may grant to Eligible Employees who are not Executive Officers.
     The terms of such Option Rights, including the exercise price (which may
     include a formula by which such price may be determined) and whether the
     Option Rights shall have the Additional Option Feature shall be established
     by the Board and shall be subject to all of the limitations contained in
     Section 5.3. Each grant of Option Rights by the chief executive officer of
     the Corporation may utilize any or all of the authorizations specified by
     the Board, and shall be subject to all of the limitations contained in
     Section 5.3.

5.3  LIMITATION. All Option Right grants shall be subject to all of the
     following limitations.

     1.   Each grant shall specify the number of shares of Common Stock to which
          it pertains.

     2.   Each grant shall specify an Option Price per share and, except for any
          stock options assumed by the Board pursuant to Section 5.6 of this
          Plan, the Option Price shall not be less than the Market Value per
          Share as of the date of grant.

     3.   Successive grants may be made to the same Participant whether or not
          any Option Rights previously granted to such Eligible Employee remain
          unexercised. No Participant shall be granted under this Plan, in the
          aggregate, more than 1,000,000 Option Rights during any fiscal year or
          4,000,000 Option rights over any four-year period, subject to
          adjustments as provided in Section 3.5 of this Plan.

     4.   Option Rights granted under this plan may be (i) options which are
          intended to qualify under particular provisions of the Internal
          Revenue Code, as in effect from time to time, (ii) options which are
          not intended so to qualify, or (iii)


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          combinations of the foregoing. Incentive Stock Options may only be
          granted to Participants who on the date of grant are key Employees.

     5.   The date of grant of each Option Right shall be the later of the date
          of its authorization or the date established by the Board or chief
          executive officer (as applicable), except that the date of grant of an
          Additional Option shall be the date of exercise of the underlying
          Option Right. No Option Right shall be exercisable more than 10 years
          from such date of grant.

     6.   Upon exercise of an Option Right, the option price shall be payable
          (i) in cash, (ii) by the transfer to the Corporation by the Optionee
          of shares of Common Stock with a value (Market Value per Share times
          the number of shares of Common Stock) equal to the total option price,
          or (iii) by a combination of such methods of payment.

     7.   The Board reserves the discretion after the date of grant to provide
          for (i) the payment of a cash bonus at the time of exercise; (ii) the
          availability of a loan at exercise; or (iii) the right to tender in
          satisfaction of the Option Price nonforfeitable, unrestricted shares
          of Common Stock, which are already owned by the Optionee and have a
          value at the time of exercise that is equal to the Option Price.

     8.   Each grant of Option Rights shall be evidenced by an Option Agreement
          executed on behalf of the Corporation by any officer designated by the
          Board for this purpose and delivered to and accepted by the Eligible
          Employee and shall contain such terms and provisions, consistent with
          this Plan, as the Board may approve. The execution and delivery of the
          Option Agreement by the Optionee shall be a condition precedent to the
          grant of Option Rights becoming effective. A failure to execute and
          deliver the Option Agreement within not less than sixty (60) days
          after the grant of the Option Rights may terminate the Option Rights
          grant upon the determination of the Board or, for options granted by
          the chief executive officer pursuant to Section 5.2 of the Plan, the
          chief executive officer.

5.4  ADDITIONAL OPTIONS.

     (a)  The Board may, at or after the date of grant of Option Rights, grant
          or authorize the granting of Additional Options. Additional Options
          may be granted with respect to any Outstanding Option.

     (b)  If an Optionee exercises an Outstanding Option that has an Additional
          Option Feature by transferring already owned shares of Common Stock
          and/or when shares of Common Stock are tendered or relinquished as
          payment of the amount to be withheld under applicable federal, state,
          local and foreign tax laws (at withholding rates not to exceed the
          minimum applicable statutory tax withholding rates) in connection with
          the exercise of an option, the Optionee shall


                                       12
<PAGE>
          automatically be granted an Additional Option. The Additional Option
          shall be subject to the following provisions:

          1.   The Additional Option shall cover the number of shares of Common
               Stock equal to the sum of (A) the number of shares of Common
               Stock delivered as consideration upon the exercise of an
               Outstanding Option to which such Additional Option Feature
               related and (B) the number of shares of Common Stock tendered or
               relinquished as payment of the amount to be withheld under
               applicable federal, state, local and foreign tax laws (at
               withholding rates not to exceed the minimum applicable statutory
               tax withholding rates) in connection with the exercise of the
               option to which such Additional Option Feature relates;

          2.   The Additional Option will not have an Additional Option Feature
               unless the Board directs otherwise;

          3.   The Additional Option Price shall be the Market Value per Share
               on the date of the exercise of the Option that has the Additional
               Option Feature;

          4.   The Additional Option shall have the same termination date and
               other termination provisions as the underlying option that had
               the Additional Option Feature;

5.5  GRANTS OF APPRECIATION RIGHTS. The Board may from time to time authorize
     the granting of Appreciation Rights in respect of any or all of the Option
     Rights under any Outstanding Option (including Options Rights
     simultaneously granted) to the Optionee thereunder. An Appreciation Right
     shall be a right in the Optionee to receive from the Corporation an amount
     that shall be determined by the Board and shall be expressed as a
     percentage of the Spread (not exceeding 100%) at the time of exercise. To
     the extent such Optionee elects to exercise such Appreciation Right instead
     of the related Option Right, the related Option Right shall be cancelled,
     and vice versa. Each such grant may utilize any or all of the
     authorizations, and shall be subject to all of the limitations, contained
     in the following provisions:

     (a)  Any grant may permit the exercise of an Appreciation Right with
          respect to the value of shares of Common Stock covered by the related
          Option Rights.

     (b)  Any grant may specify that the amount payable on exercise of an
          Appreciation Right may be paid by the Corporation in cash, in shares
          of Common Stock or in any combination thereof, and may either grant to
          the Optionee or retain in the Board the right to elect among those
          alternatives.

     (c)  Each grant shall provide that the maximum number of shares of Common
          Stock deliverable upon exercise of an Appreciation Right may not
          exceed the number of shares of Common Stock purchasable upon exercise
          of the related Option Rights.


                                       13
<PAGE>
     (d)  Any grant may specify waiting periods before exercise and permissible
          exercise dates or periods. No Appreciation Right shall be exercisable
          except at a time when the related Option Right is also exercisable.

     (e)  Each grant of an Appreciation Right shall be evidenced by an agreement
          executed on behalf of the Corporation by any officer designated by the
          Board for this purpose and delivered to and accepted by the Optionee,
          which agreement shall describe such Appreciation Right, identify the
          related Option Rights, state that such Appreciation Right is subject
          to all the terms and conditions of this Plan, including the right of
          the Board to amend, suspend or terminate such Appreciation Right as
          set forth in Article 17 of this Plan, and contain such other terms and
          provisions, consistent with this Plan, as the Board may approve.

5.6  ASSUMPTIONS. In the event that a corporation is merged into the
     Corporation, and the Corporation is the survivor of such merger, the Board
     may elect, in its sole discretion, to assume under this Plan any or all
     outstanding options granted by such corporation to its officers and
     employees under any stock option plan adopted by it prior to such merger.
     Such assumptions shall be on such terms and conditions as the Board may
     determine in its sole discretion, provided however, that the options as
     assumed do not provide or contain any terms, conditions, or rights that an
     Option Right may not provide for under this Plan.

5.7  REPRICING. The Board shall not authorize the amendment of any outstanding
     Option Right to reduce the Option Price except for adjustments as provided
     in Section 3.5 of this Plan. Furthermore, no Option Rights shall be
     cancelled and replaced with awards having a lower Option Price (except as
     may result from the issuance of Additional Options pursuant to Section 5.4
     of this Plan).

                                    ARTICLE 6
                             RESTRICTED STOCK AWARDS

6.1  ELIGIBILITY. The Board shall, from time to time, determine those Eligible
     Employees who are to receive Restricted Stock Awards hereunder. Except as
     set forth in Article 7 hereof, individuals who are appointed or elected as
     a Director but who are not otherwise an Employee shall not be eligible to
     receive Restricted Stock Awards hereunder.

6.2  LIMITATION. Successive grants of Restricted Stock may be made to the same
     Participant, however, in the aggregate no Participant shall have granted to
     him or to her, or on his or on her behalf, in one or more Awards, 200,000
     shares of Restricted Stock during any fiscal year or 800,000 shares of
     Restricted Stock over any four-year period, subject to adjustments as
     provided in Section 3.5 of this Plan.

6.3  TERMINATION. If a Participant ceases to be an Eligible Employee during a
     Restricted Period, the Award Agreement shall provide the extent to which
     the Plan Restrictions on the Restricted Stock, or any portion thereof,
     subject of such Award Agreement shall lapse or whether all or any portion
     of such Restricted Stock shall be forfeited. Restricted Stock


                                       14
<PAGE>
     that is forfeited shall be returned to the Corporation from the escrow
     established under Section 6.13, and the Participant shall have no further
     interest in such stock.

6.4  GENERAL. The Board may, from time to time, designate those Eligible
     Employees to be granted Restricted Stock Awards under the Plan, the number
     of shares of Restricted Stock to be granted in an Restricted Stock Award to
     an Eligible Employee, the terms upon which the Plan Restrictions on any
     Restricted Stock shall lapse and the Restricted Stock will become freely
     transferable, and such other conditions as the Board may deem appropriate.
     Not all grants of Restricted Stock Awards need to be on the same terms and
     conditions even though granted at the same time, and the terms of
     Restricted Stock Award Agreements may vary from time to time and from
     Participant to Participant; provided, however, all Restricted Stock Awards
     shall be subject of the provisions to Section 6.8 hereof.

6.5  LONG TERM EQUITY INCENTIVE AWARD COMMITTEE. If the Board establishes a Long
     Term Equity Incentive Award Committee of one or more directors for the
     purpose of granting Restricted Stock Awards to Eligible Employees (the
     "Long Term Equity Incentive Award Committee"), the Board may from time to
     time authorize the Long Term Equity Incentive Award Committee to grant to
     Eligible Employees who are not Executive Officers up to a specified number
     of shares of Restricted Stock with terms upon which the Plan Restrictions
     on any such Restricted Stock shall lapse and such other conditions as the
     Long Term Equity Incentive Award Committee may deem appropriate from time
     to time. Each Grant of Restricted Stock by the Long Term Equity Incentive
     Award Committee may utilize any or all of the remaining shares of
     Restricted Stock authorized by the Board. Not all grants of Restricted
     Stock Awards need to be on the same terms and conditions even though
     granted at the same time, and the terms of Restricted Stock Award
     Agreements may vary from time to time and from Participant to Participant;
     provided, however, all Restricted Stock Awards shall be subject to the
     provisions of Section 6.8 hereof.

6.6  LIMITATION. Except as expressly provided by Article 7 with respect to
     Restricted Stock Awards to Directors, the Plan Restrictions established by
     Section 6.8 hereof on any Award may be of any length of time and/or may
     have the Plan Restrictions shortened or established by Performance Goals as
     determined by the Board.

6.7  ADDITIONAL RESTRICTIONS. Restricted Stock Awards shall be expressly subject
     to the terms and conditions of this Article 6, but the Board or the Long
     Term Equity Incentive Award Committee (whichever entity is making the
     award) may establish additional restrictions, including Performance Goals,
     on the transfer of the Common Stock subject of any Restricted Stock Award.

6.8  PLAN RESTRICTIONS. During the Restricted Period for any Restricted Stock
     Award, a Participant may not, voluntarily or involuntarily, sell, assign,
     encumber, pledge or otherwise transfer any shares of Restricted Stock
     subject of the Restricted Stock Award, or any interest therein, otherwise
     than by will or the law of descent and distribution. Any attempted sale,
     assignment, encumbrance, pledge or other transfer of the Restricted Stock


                                       15
<PAGE>
     or any interest therein, in derogation of these restrictions shall result
     in a forfeiture to the Corporation of all Restricted Stock subject to such
     attempted transfer.

6.9  STOCKHOLDER RIGHTS. All Restricted Stock shall be registered in the
     stockholder records of the Corporation in the name of the Participant to
     whom the Restricted Stock Award was made. Except for Plan Restrictions, and
     except for any additional restrictions contained in the Restricted Stock
     Award Agreement that may include an assignment or surrender of rights to
     dividends payable from time to time on the Restricted Stock (cash or
     property), the Participant shall have all rights of a holder of Common
     Stock.

6.10 AWARD AGREEMENT. Each Participant granted a Restricted Stock Award shall
     enter into an Restricted Stock Award Agreement with the Corporation in a
     form specified by the Board or the Long Term Equity Incentive Award
     Committee, agreeing to the terms and conditions of the Restricted Stock
     Award and such other matters as the Board shall in its sole discretion
     determine, including any additional conditions of forfeiture. The execution
     and delivery of the Restricted Stock Award Agreement by the grantee of the
     Restricted Stock Award shall be a condition precedent to the registration
     in the name of the grantee of the Restricted Stock subject to the
     Restricted Stock Award. A failure to execute and deliver the Restricted
     Stock Award Agreement within not less than sixty (60) days after the grant
     of a Restricted Stock Award may terminate the Restricted Stock Award upon
     the determination of the Board. The Restricted Stock Award Agreement may,
     but need not, allow the Plan Restrictions to lapse serially or in total
     over any period of time as selected by the Board or Long Term Equity
     Incentive Award Committee. If any Participant forfeits any shares of
     Restricted Stock that are subject to any Restricted Stock Award, or any
     such award otherwise terminates with respect to any shares of Restricted
     Stock thereunder without the Plan Restrictions being terminated, the
     Participant shall have no further interest in such Restricted Stock, if
     any.

6.11 LEGEND. Each certificate issued in respect of Restricted Stock awarded
     under the Plan shall be registered in the name of the Participant, shall be
     deposited with the Corporation pursuant to Section 6.13 hereof together
     with a stock power endorsed in blank and signed by the Participant and
     shall bear the following (or a similar) legend: "The transferability of
     this certificate and the shares of stock represented hereby are subject to
     the terms and conditions (including forfeiture) contained in the Plan and
     in a Restricted Stock Agreement entered into between the registered owner
     hereof and National City Corporation."

6.12 LAPSE OF RESTRICTIONS. When the Plan Restrictions imposed by this Article 6
     expire or have otherwise been satisfied with respect to one or more shares
     of Restricted Stock, subject to Section 13.2 hereof, the Corporation shall
     deliver to the Participant (or his legal representative, beneficiary or
     heir) within sixty (60) days thereafter Common Stock without the legend
     referred to in Section 6.11 hereof and free of Plan Restrictions. The
     number of shares of Common Stock to be released shall be the same number as
     to which the Plan Restrictions have lapsed.


                                       16
<PAGE>
6.13 ESCROW. Certificates representing shares of Restricted Stock which are the
     subject of a Restricted Stock Award shall be physically held by the
     Corporation, or its nominee, during the Restricted Period. Upon the
     termination of the Restricted Period, the Corporation shall cause the
     certificate representing the shares of Common Stock subject of the
     Restricted Stock Award to be reissued. If the Plan Restrictions have been
     satisfied as to any shares of Restricted Stock, such shares shall be
     removed from escrow and delivered to the Corporation for reissuance and
     delivery of Common Stock in the name of the Participant in accordance with
     Section 6.12. If any shares of Restricted Stock are to be forfeited, such
     shares shall be delivered to the Corporation for reissuance in the name of
     the Corporation.

                                    ARTICLE 7
                        DIRECTOR RESTRICTED STOCK AWARDS

7.1  DIRECTOR ELIGIBILITY. Annually, during each Director Year, each Director
     who is not then an Employee shall be entitled to a Restricted Stock Award
     as provided by this Article 7, provided that no Director shall be entitled
     to any Restricted Stock Award if (i) there are not a sufficient number of
     shares of Common Stock hereunder to make a full Restricted Stock Award to
     Directors in such Director Year, (ii) if the Plan has been terminated or
     (iii) if the Board determines to terminate Restricted Stock Awards to
     Directors.

7.2  AMOUNT OF AWARD. Unless otherwise determined by the full Board from time to
     time, (1) in the Director Year in which the Director is first elected or
     appointed as a Director, the Director shall be granted a Restricted Stock
     Award of two thousand (2,000) shares of Restricted Stock and (2) in each
     following Director Year when the individual is re-elected or re-appointed a
     Director of the Corporation, such Director shall be granted a Restricted
     Stock Award of twelve hundred (1,200) shares of Restricted Stock.

7.3  DUPLICATION. There shall be no duplication of the Director Restricted Stock
     Award granted pursuant to this Article 7 with any award granted pursuant to
     the National City Corporation Amended and Second Restated 1991 Restricted
     Stock Plan, the National City Corporation Amended and Restated 1997
     Restricted Stock Plan and/or the National City corporation 2002 Restricted
     Stock Plan, as such plans may be amended from time to time.

7.4  GRANT OF AWARDS. Restricted Stock Awards to Directors shall be granted in
     accordance with Sections 7.1 and 7.2 hereof, and the date of any Restricted
     Stock Award shall be the actual date of election or appointment, as the
     case may be, of the grantee as a Director. No Restricted Stock Award
     Agreement with a Director shall grant to that Director any benefits not
     expressly provided by this Article 7, nor shall it limit the Director's
     rights to receive dividends on or to vote the Restricted Stock subject of
     that Restricted Stock Award Agreement. The number of shares of Restricted
     Stock awarded in any future grants under this Section 7.4 shall be adjusted
     by the Board as equitably required to prevent dilution or enlargement of
     the award to Directors that otherwise would result from any
     Recapitalization.


                                       17
<PAGE>
7.5  TERM OF RESTRICTIONS.

     (a)  The Restricted Period, with respect to the Plan Restrictions on any
          Restricted Stock Award to a Director under this Article 7, shall
          terminate, and the Plan Restrictions on all Restricted Stock shall
          fully expire, on the earlier of (i) such Director's death, (ii) such
          Director's Disability, (iii) a Change in Control or (iv) a date nine
          months after the date of the award.

     (b)  If a Director shall resign, or otherwise no longer be a member of the
          Board for reasons other than those set forth in Section 7.5(a) of this
          Plan, then the Director's interest in all shares of Restricted Stock
          previously awarded to him under this Article 7 shall be terminated and
          such Restricted Stock shall be forfeited and returned to the
          Corporation.

                                    ARTICLE 8
                                 AWARDS OF RSU'S

8.1  ELIGIBILITY. The Board shall, from time to time, determine those Eligible
     Employees who are to receive RSU Awards. Individuals who are appointed or
     elected as a Director but who are not otherwise an Employee shall not be
     eligible to receive RSU Awards.

8.2  LIMITATION. Successive grants of RSU's may be made to the same Participant;
     however, in the aggregate no Participant shall have granted to him or to
     her, or on his or on her behalf, in one or more Awards, more than 200,000
     RSU's during any fiscal year or 800,000 RSU's over any four-year period,
     subject to adjustments as provided in Section 3.5 of this Plan.

8.3  TERMINATION. If a Participant ceases to be an Eligible Employee during the
     Period of Restriction, the RSU Award Agreement shall provide the extent to
     which the Participant shall receive any benefit pursuant to such RSU Award
     or whether all or any portion of such RSU Award shall be forfeited. The
     Participant shall have no further interest in any RSU Award benefit that is
     forfeited.

8.4  GENERAL. The Board may, from time to time, designate those Eligible
     Employees to be granted RSU Awards under the Plan, the number of RSU's to
     be granted in an RSU Award to an Eligible Employee, the terms of the RSU's,
     and such other conditions as the Board may deem appropriate. Not all grants
     of RSU Awards need to be on the same terms and conditions even though
     granted at the same time, and the terms of RSU Award Agreements may vary
     from time to time and from Participant to Participant, depending upon the
     purpose of the RSU Award; provided, however, all RSU Awards shall be
     subject of the provisions of Section 8.8 hereof.

8.5  LONG TERM EQUITY INCENTIVE AWARD COMMITTEE. If the Board establishes a Long
     Term Equity Incentive Award Committee, the Board may from time to time
     authorize the Long Term Equity Incentive Award Committee to grant to
     Eligible


                                       18
<PAGE>
     Employees who are not Executive Officers up to a specified number of RSU's
     with terms as the Long Term Equity Incentive Award Committee may deem
     appropriate from time to time. Each grant of RSU's by the Long Term Equity
     Incentive Award Committee may utilize any or all of the remaining RSU's
     authorized by the Board. Not all grants of RSU Awards need to be on the
     same terms and conditions even though granted at the same time, and the
     terms of RSU Award Agreements may vary from time to time and from
     Participant to Participant; provided, however, all RSU Awards shall be
     subject of the provisions of Section 8.8 hereof.

8.6  LIMITATION. The Period of Restriction on any RSU Award may be of any length
     of time and/or may have the Period of Restriction shortened or established
     by Performance Goals as determined by the Board.

8.7  ADDITIONAL RESTRICTIONS. RSU Awards shall be expressly subject to the terms
     and conditions of this Article 8, but the Board or the Long Term Equity
     Incentive Award Committee (whichever entity is making the award) may
     establish additional restrictions, including Performance Goals, on the
     settlement of any RSU Award.

8.8  PLAN RESTRICTIONS. During the Period of Restriction for any RSU Award, a
     Participant may not, voluntarily or involuntarily, sell, assign, encumber,
     pledge or otherwise transfer any interest the Participant has in the RSU
     Award otherwise than by will or the law of descent and distribution. Any
     attempted sale, assignment, encumbrance, pledge or other transfer of the
     RSU interest in derogation of these restrictions shall result in a
     forfeiture to the Corporation of the RSU Award(s) subject to such attempted
     transfer.

8.9  AWARD AGREEMENT. Each Participant granted an RSU Award shall enter into an
     RSU Award Agreement with the Corporation in a form specified by the Board
     or the Long Term Equity Incentive Award Committee, agreeing to the terms
     and conditions of the RSU Award (including whether the Participant will be
     entitled to dividend equivalents) and such other matters as the Board shall
     in its sole discretion determine, including any additional conditions of
     forfeiture. The execution and delivery of the RSU Award Agreement by the
     grantee of the RSU Award shall be a condition precedent to the Participant
     having any interest in the RSU Award. A failure to execute and deliver the
     RSU Award Agreement within not less than sixty (60) days after the grant of
     a RSU Award may terminate the RSU Award upon the determination of the
     Board. The RSU Award Agreement may, but need not, allow the Period of
     Restriction to lapse serially or in total over any period of time as
     selected by the Board or Long Term Equity Incentive Award Committee. If any
     Participant forfeits any RSU Award, or any such award otherwise terminates
     with respect to any RSU's without the Plan Restrictions being terminated,
     the Participant shall have no further interest in such RSU's.

                                    ARTICLE 9
                               APPRECIATION RIGHTS

9.1  GRANTS OF APPRECIATION RIGHTS. The Board may from time to time authorize
     the granting of stand-alone Appreciation Rights to Eligible Employees. Each
     such grant


                                       19
<PAGE>
     may utilize any or all of the authorizations. An Appreciation Right shall
     be a right of the Participant to receive from the Corporation an amount
     that shall be determined by the Board and shall be expressed as a
     percentage of the difference (not exceeding 100%) resulting from
     subtracting the Market Value per Share on the date the Appreciation Right
     was granted (or may use a formula by which such price shall be determined
     so long as such formula will not result in a price that is below the Market
     Value per Share) (the "Appreciation Award Price") from the Market Value per
     Share on the date of the Participant's exercise of such Appreciation Right.
     Each Appreciation Right Award shall be subject to all of the limitations,
     contained in the following provisions:

     (a)  Any Appreciation Right Award may specify that the amount payable on
          exercise of an Appreciation Right may be paid by the Corporation in
          cash, in shares of Common Stock or in any combination thereof, and may
          either grant to the Participant or retain in the Board the right to
          elect among those alternatives.

     (b)  Each grant shall provide a maximum number of shares of Common Stock,
          if any, deliverable upon exercise of an Appreciation Right.

     (c)  Successive grants of Appreciation Rights may be made to the same
          Participant; however, in the aggregate no Participant shall have
          granted to him or to her, or on his or on her behalf, in one or more
          Awards, 1,000,000 Appreciation Rights during any fiscal year or
          4,000,000 Appreciation Rights over any four-year period, subject to
          adjustments as provided in Section 3.5 of this Plan.

     (d)  Any grant may specify waiting periods before exercise and permissible
          exercise dates or periods.

     (e)  The date of grant of each Appreciation Right shall be the later of the
          date of its authorization or the date established by the Board or
          chief executive officer of the Corporation (as applicable). No
          Appreciation Right shall be exercisable more than 10 years from such
          date of grant.

     (f)  Each grant of an Appreciation Right shall be evidenced by an agreement
          executed on behalf of the Corporation by any officer designated by the
          Board for this purpose and delivered to and accepted by the
          Participant, which agreement shall describe such Appreciation Right,
          state that such Appreciation Right is subject to all the terms and
          conditions of this Plan, including the right of the Board to amend,
          suspend or terminate such Appreciation Right as set forth in Article
          17 of this Plan, and contain such other terms and provisions,
          consistent with this Plan, as the Board may approve (the "Appreciation
          Right Award Agreement"). A failure to execute and deliver the
          Appreciation Right Award Agreement within not less than sixty (60)
          days after the grant of the Appreciation Rights may terminate the
          Appreciation Rights grant upon the determination of the Board or, for
          Appreciation Rights granted by the chief executive officer pursuant to
          Section 9.1 of the Plan, the chief executive officer.


                                       20
<PAGE>
9.2  DELEGATION OF AUTHORITY TO THE LONG TERM EQUITY INCENTIVE AWARD COMMITTEE.
     If the Board establishes a Long Term Equity Incentive Award Committee, the
     Board may from time to time authorize the Long Term Equity Incentive Award
     Committee to grant to Eligible Employees who are not Executive Officers up
     to a specified number of Appreciation Rights with terms as the Long Term
     Equity Incentive Award Committee may deem appropriate from time to time.
     The terms of such Appreciation Rights shall be subject to all of the
     limitations contained in Section 9.1. Each grant of Appreciation Rights by
     the Long Term Equity Incentive Award Committee may utilize any or all of
     the authorizations specified by the Board.

9.3  TERMINATION. If a Participant ceases to be an Eligible Employee without
     having exercised such Participant's Appreciation Right(s) the Appreciation
     Right Award Agreement shall provide the extent to which all or any portion
     of such Appreciation Rights shall be forfeited.

9.4  REPRICING. The Board shall not authorize the amendment of any outstanding
     Appreciation Right to reduce the Appreciation Award Price except for
     adjustments as provided in Section 3.5 of this Plan. Furthermore, no
     Appreciation Rights shall be cancelled and replaced with awards having a
     lower Appreciation Award Price.

                                   ARTICLE 10
                             AWARDS OF COMMON STOCK

10.1 ELIGIBILITY. The Board may, from time to time, determine those Eligible
     Employees who are to receive Common Stock Awards hereunder. Subject to
     applicable law, the Common Stock Awards may be made without the
     Corporation's receipt of any cash consideration. An individual who is
     appointed or elected as a Director but who is not otherwise an Employee
     shall not be eligible to receive Common Stock Awards hereunder

10.2 LIMITATION. Successive grants of Common Stock may be made to the same
     Participant, however, in the aggregate no Participant shall have granted to
     him or to her, or on his or on her behalf, in one or more Awards, 20,000
     shares of Common Stock during any fiscal year or 80,000 shares of Common
     Stock over any four-year period, subject to adjustments as provided in
     Article 3 of this Plan.

                                   ARTICLE 11
                             RIGHTS OF PARTICIPANTS

11.1 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 Corporation.

11.2 NO RIGHT TO PARTICIPATE. No Participant or Employee shall have a right at
     any time to be selected for current or future participation in any portion
     of all portions of this Plan. An Employee or Participant selected to
     participate in one or more portions of this


                                       21
<PAGE>
     Plan shall not have any rights to participate in or receive any benefit
     under any other portion of the Plan.

11.3 RESTRICTIONS ON TRANSFERS, ASSIGNMENTS AND EXERCISE OF RIGHTS. Except as
     otherwise provided for by the Board, the interest of a Participant or his
     or her beneficiary under this Plan may not be sold, transferred, assigned,
     or encumbered in any manner other than by will or the laws of descent and
     distribution, 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. Unless the Board directs
     otherwise, Option Rights shall be exercisable during the Optionee's
     lifetime only by the Optionee or by the Optionee's guardian or legal
     representative.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1 ADMINISTRATION. This Plan shall be administered by the Board, which may
     from time to time delegate all or any part of its authority under this Plan
     to a committee or committees of the Board (the "Committee"). To the extent
     of such delegation, references herein to the "Board" shall include the
     Committee(s). The Plan shall be administered by the Board in accordance
     with any administrative guidelines and any rules that may be established
     from time to time by the Board. The procedures, standards and provisions of
     this Plan for determining eligibility for and amounts of Awards in
     themselves confer no rights, duties or privileges upon Participants nor
     place obligations upon either the Board or the Corporation. Accordingly,
     the Board may, in making such determinations hereunder, deviate from such
     procedures and standards in whatever manner that it, in its judgment, deems
     appropriate.

12.2 INTERPRETATION AND CONSTRUCTION. The Board 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.

12.3 ASSISTANTS. The Board may name assistants who may be, but need not be,
     members of the Board. Such assistants shall serve at the pleasure of the
     Board, and shall perform such functions as are provided for herein and such
     other functions as may be assigned by the Board.

12.4 LIABILITY. No member of the Board 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
     or her own willful misconduct or lack of good faith.


                                       22
<PAGE>
                                   ARTICLE 13
                               REQUIREMENTS OF LAW

13.1 LAWS GOVERNING. This Plan shall be construed in accordance with and
     governed by the internal substantive laws of the State of Ohio.

13.2 WITHHOLDING TAXES. The Corporation shall have the right to deduct from all
     payments under this Plan any foreign, federal, state or local taxes
     required by the law to be withheld with respect to such payments. To the
     extent that the amounts available to the Corporation are insufficient to
     satisfy the federal, state local and foreign minimum tax withholding
     requirements in connection with any payment to be made or benefit to be
     realized by a Participant under this Plan, the Participant shall make
     arrangements satisfactory to the Corporation for payment of the balance of
     such taxes required to be withheld prior to receiving such payment or
     benefit. At the discretion of the Board, such arrangements may include
     relinquishment of a portion of such benefit. In no event, however, shall
     the Corporation accept Common Stock for payment of taxes in excess of the
     minimum required tax withholding rates.

13.3 PLAN BINDING ON CORPORATION, EMPLOYEES AND THEIR SUCCESSORS. This Plan
     shall be binding upon and inure to the benefit of the Corporation, its
     successors and assigns and each Participant and his or her beneficiaries,
     heirs, executors, administrators and legal representatives.

                                   ARTICLE 14
                                   FORFEITURES

Subject to Article 15 and without limiting the generality of the Plan or any
Award Agreement with respect to the circumstances under which any award may be
subject to forfeiture, in the event the Board finds

     (a)  that an Employee or former Employee who has an interest under this
          Plan 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 this
          Plan has been convicted of a crime as a result of which it becomes
          illegal for his Employer to employ him or her, then any Award,
          benefits or amounts provided for pursuant to this Plan 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.


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<PAGE>
                                   ARTICLE 15
                                CHANGE IN CONTROL

15.1 TREATMENT OF AWARDS.

     (a)  In the event of a Change in Control, the Corporation shall pay to each
          Active Participant in a Plan Cycle Award on the Implementation Date of
          such Change in Control a lump sum cash payment equal to the amount
          hereinafter determined. Such payment shall be payable in cash to the
          Participant within five business days after the Implementation Date of
          such Change in Control and shall be payment in full to each such
          Participant for such Plan Cycle, each of which shall be deemed
          terminated by operation of this Article 15. No further Plan Cycles
          shall commence thereafter under this Plan.

          Such cash payment shall be made without regard to any request to defer
          made with respect to any such Plan Cycle (which shall be inoperative)
          and without regard to any deferral action by the Board. The cash
          payment shall be in lieu of any Option Rights, Restricted Stock, RSU's
          or Common Stock set forth in the Plan Cycle Award.

     (b)  The amount of the payment to be made as a consequence of a Change in
          Control shall, with respect to each Plan Cycle, be equal to the
          maximum award level (without regard to stockholder return during such
          abbreviated Plan Cycle) for the Participant for such Plan Cycle
          multiplied by a fraction the numerator of which is the number of full
          months completed from the commencement of the Plan Cycle to the
          Implementation Date of the Change in Control, and the denominator of
          which is the number of months in such Plan Cycle.

15.2 TREATMENT OF STOCK OPTION AWARDS. The Option Agreement(s) shall set forth
     the impact, if any, of a Change in Control on the terms of the Option Right
     Award.

15.3 TREATMENT OF RESTRICTED STOCK AWARDS. In the event of a Change in Control,
     all Plan Restrictions shall lapse and be of no further force or effect and
     the Corporation shall cause all outstanding Restricted Stock to be
     exchanged for Common Stock free of the legend set forth in Section 6.11.

15.4 TREATMENT OF RSU, APPRECIATION RIGHT AND OTHER AWARDS. The RSU Award
     Agreement, the Appreciation Right Award Agreement and any other Award
     agreement not addressed in Sections 15.1 through 15.3 ("Award Agreement")
     shall set forth the impact, if any, of a Change in Control on the terms of
     such Award Agreement.

15.5 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
          another corporation or other legal person, and as a result of such
          merger, consolidation or


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<PAGE>
          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 immediately prior to such transaction;

     (b)  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 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)  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

     (d)  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 (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.

          Notwithstanding the foregoing provisions of paragraph 15.5(a), 15.5(b)
          or 15.5(c), in the case where the individuals who constitute the
          Directors of the Corporation at the time a specific transaction
          described in Paragraph 15.5(a), 15.5(b) or 15.5(c) is first presented
          or disclosed to the Board will, by the terms of the definitive
          agreement for that transaction, constitute at least a majority of the
          members of the board of directors of the resulting corporation or
          person immediately following such transaction, then, prior to the
          occurrence of any event that would otherwise constitute a Change in
          Control under any of the foregoing provisions of this Subsection 15.5,
          the Board may determine by majority vote of the Board that the
          specific transaction does not constitute a Change in Control under
          Paragraph 15.5(a), 15.5(b) or 15.5(c).

15.6 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 or Change in Control shall be the Implementation Date of
     such Change in Control.


                                       25
<PAGE>
15.7 IMPLEMENTATION DATE OF CHANGE IN CONTROL. The "Implementation Date" shall
     be the earliest to occur of the events specified in Section 15.5.

15.8 EFFECT OF CHANGE IN CONTROL. In addition to other vesting under the Plan,
     the opportunity of a Participant to participate to the end of all current
     Plan Cycles is vested in such Participant in the event of a Change in
     Control, as of the Effective Date of such Change in Control.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1 LIQUIDATION. In the event of the liquidation of the Corporation, the Board
     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 Board are appropriate and equitable under
     all circumstances and which are consistent with the spirit and purposes of
     these provisions.

16.2 FRACTIONAL SHARES. The Corporation shall not be required to issue any
     fractional share of Common Stock pursuant to this Plan. The Board may
     provide for the elimination of fractions or for the settlement of fraction
     in cash.

16.3 EXPENSES. All expenses and costs in connection with the operation of the
     Plan shall be borne by the Corporation.

                                   ARTICLE 17
                          AMENDMENT AND DISCONTINUANCE

17.1 The Corporation reserves the right, by action of the Board, to amend the
     Plan 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 (1) Section 162(m) of the
     Internal Revenue Code or any regulations promulgated thereunder or (2) by
     the rule of the New York Stock Exchange (or, if the Common Stock shall be
     traded in another market any applicable rules of such other market). No
     such amendment shall increase the maximum numbers of shares of Common Stock
     specified in Sections 3.2, 3.3, 3.4, 5.3, 6.2, 7.4, 8.2, 9.1 and 10.2 of
     this Plan (except that adjustments authorized by Section 3.5 of this Plan
     shall not be limited by this provision). 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) Awards and rights of any Participant or
     beneficiary with respect to whom a Vesting Event has occurred. If the Plan
     is terminated, Awards previously made shall nevertheless continue in
     accordance with the provisions of the Award as in effect prior to the
     Plan's termination.


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<PAGE>
17.2 OMISSION. The Board may for any period of time refrain from designating any
     Participants or may refrain from making any Awards, but such action shall
     not be deemed a termination of the Plan.

Executed as of this 6th day of April, 2004 at Cleveland, Ohio.

                                        NATIONAL CITY CORPORATION


                                        By:
                                            ------------------------------------


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