##### 





UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10-K
  þ
     NATIONAL CITY CORPORATION
    Delaware

34-1111088(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification No.)1900 East Ninth Street, Cleveland, Ohio

44114-3484(Address of Principal Executive Offices)

(ZIP Code)   216-222-2000
   Name of Each ExchangeTitle of Class

on Which RegisteredNational City Corporation Common Stock, $4.00 Per Share


New York Stock Exchange9.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
    Series F


New York Stock Exchange12.000% Fixed-to-Floating Rate Normal APEX


New York Stock Exchange8.000% Trust Preferred Securities (issued by National City
    Capital Trust IV)


New York Stock Exchange6.625% Trust Preferred Securities (issued by National City
    Capital Trust III)


New York Stock Exchange6.625% Trust Preferred Securities (issued by National City
    Capital Trust II)


New York Stock Exchange     þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated
    filer  þ


Accelerated
    filer  o


Non-accelerated
    filer  o
    (Do not check if a smaller reporting company)


Smaller reporting
    company  o   Rule 12b-2 o þ




---



##### 





PART I
  Item 1.
    BUSINESS
  Description of
    Business
               2




---



##### 



®
    Competition
    Recent
    Acquisitions and Divestitures
        Supervision and
    Regulation
     3




---



##### 



Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
 4




---



##### 



1-800-SEC-0330.
  Item 1A.
    RISK FACTORS
      Weakness in
    the real estate market, including the secondary residential
    mortgage loan markets has adversely affected National City and
    may continue to do so.
    National
    Citys real estate portfolios are exposed to weakness in
    the U.S. housing markets and the overall state of the
    economy.
    The
    residential mortgage loan market and business have adversely
    affected National Citys credit ratings.
  P-1,
 5




---



##### 



alt-a
  The allowance
    for loan losses may prove inadequate or be negatively affected
    by credit risk exposures.
    If Visa Inc.
    is unable to consummate its initial public offering on the terms
    currently contemplated, National City will not receive expected
    proceeds from such offering.
  (Visa)
  National City
    could experience difficulties in managing growth and effectively
    integrating acquisitions.
    If National
    City does not adjust to rapid changes in the financial services
    industry, financial performance may suffer.
    Future
    governmental regulation and legislation could limit future
    growth.
   6




---



##### 



Changes in
    interest rates could reduce income and cash flows.
    National
    Citys results of operations and ability to make
    distributions to securities holders depend upon the results of
    operations of subsidiaries.
    Additional
    risks and uncertainties could have a negative effect on
    financial performance.
    Item 1B.
    UNRESOLVED STAFF COMMENTS
    Item 2.
    PROPERTIES
    Item 3.
    LEGAL PROCEEDINGS
  Form 10-K.
 7




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##### 



® ®
       8




---



##### 



follow-up
    Item 4.
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   9




---



##### 



PART II
  Item 5.
    MARKET FOR
    REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    First


Second


Third


Fourth


FullQuarter


Quarter


Quarter


Quarter


Year2007Dividends paid

$
.39


$
.39


$
.41


$
.41


$
1.60High


38.94



38.32



34.30



27.21



38.94Low


34.82



33.08



24.88



15.76



15.76Close


37.25



33.32



25.09



16.46



16.462006Dividends paid

$
.37


$
.37


$
.39


$
.39


$
1.52High


36.25



38.04



37.42



37.47



38.04Low


33.26



34.38



34.50



35.29



33.26Close


34.90



36.19



36.60



36.56



36.56   Form 10-K, Form 10-K, Form 10-K,
   10




---



##### 



Stockholder
    Return Performance
    Five-Year
    Cumulative Total Return
    12/2002-12/2007
    National City vs. S&P 500 and KBW50 Index
  
  2002

2003

2004

2005

2006

2007National City


100.00



129.42



148.40



138.44



157.23



75.38S&P 500


100.00



128.63



142.58



149.57



173.14



182.63KBW50 Index


100.00



134.03



147.50



149.23



178.18



137.16  11




---



##### 



Item 6.
    SELECTED FINANCIAL DATA
  Consolidated
    Statements of Income and Selected Financial
    Data(a)
  For the Calendar Year(In Millions, Except Per Share Amounts)

2007(b)


2006(c)


2005


2004(d)


2003


2002


2001


2000


1999


1998


1997Statements of IncomeInterest income:Loans

$
8,570


$
8,352


$
7,239


$
5,560


$
5,553


$
5,319


$
5,857


$
5,793


$
4,938


$
4,812


$
4,487Securities


419



414



382



377



355



519



492



715



895



861



825Other


196



168



111



89



57



63



59



62



80



84



51Total interest income


9,185



8,934



7,732



6,026



5,965



5,901



6,408



6,570



5,913



5,757



5,363Interest expense:Deposits


2,990



2,420



1,605



896



892



1,148



1,778



1,937



1,636



1,846



1,813Borrowings and long-term debt


1,799



1,910



1,431



697



738



762



1,198



1,671



1,277



999



739Total interest expense


4,789



4,330



3,036



1,593



1,630



1,910



2,976



3,608



2,913



2,845



2,552Net interest income


4,396



4,604



4,696



4,433



4,335



3,991



3,432



2,962



3,000



2,912



2,811Provision for loan losses


1,326



489



300



339



628



661



618



262



250



201



225Net interest income after provision for loan losses


3,070



4,115



4,396



4,094



3,707



3,330



2,814



2,700



2,750



2,711



2,586Noninterest income


2,606



4,019



3,304



4,440



3,593



2,548



2,685



2,481



2,381



2,314



1,847Noninterest expense


5,305



4,711



4,735



4,456



4,063



3,709



3,332



3,209



2,983



3,377



2,793Income before income taxes


371



3,423



2,965



4,078



3,237



2,169



2,167



1,972



2,148



1,648



1,640Income taxes


57



1,123



980



1,298



1,120



722



779



670



743



577



518Net income

$
314


$
2,300


$
1,985


$
2,780


$
2,117


$
1,447


$
1,388


$
1,302


$
1,405


$
1,071


$
1,122Per Common ShareDiluted net income

$
.51


$
3.72


$
3.09


$
4.31


$
3.43


$
2.35


$
2.27


$
2.13


$
2.22


$
1.61


$
1.71Dividends declared


1.60



1.52



1.44



1.34



1.25



1.20



1.16



.855



1.085



.97



.86Dividends paid


1.60



1.52



1.44



1.34



1.25



1.20



1.16



1.14



1.06



.94



.84Average diluted shares


612.24



617.67



641.60



645.51



616.41



616.17



611.94



612.63



632.45



665.72



655.47Book value

$
21.15


$
23.06


$
20.51


$
19.80


$
15.39


$
13.35


$
12.15


$
11.06


$
9.39


$
10.69


$
9.75Tangible book value


12.03



16.73



14.85



14.36



13.47



11.46



10.23



9.09



7.23



8.96



8.86Market value (close)


16.46



36.56



33.57



37.55



33.94



27.32



29.24



28.75



23.69



36.25



32.88Financial RatiosReturn on average common equity


2.36
%


17.98
%


15.54
%


24.56
%


23.60
%


18.14
%


19.94
%


21.29
%


22.64
%


15.40
%


18.20
%Return on average total equity


2.38



18.00



15.55



24.57



23.60



18.14



19.90



21.21



22.56



15.37



18.20Return on average assets


.22



1.66



1.40



2.23



1.79



1.40



1.49



1.52



1.67



1.34



1.56Average stockholders equity to average assets


9.19



9.21



9.02



9.10



7.57



7.70



7.49



7.17



7.39



8.70



8.57Dividend payout ratio


313.73



40.86



46.60



31.09



36.44



51.06



51.10



40.14



48.87



60.25



50.29Net interest margin


3.49



3.75



3.74



4.02



4.08



4.33



4.08



3.85



3.99



4.11



4.37Net charge-offs to average portfolio loans


.64



.44



.36



.39



.80



.83



.68



.46



.43



.37



.44Efficiency ratio


75.46



54.45



58.95



50.06



51.07



56.46



54.17



58.60



55.06



64.13



59.42At Year EndAssets

$
150,374


$
140,191


$
142,397


$
139,414


$
114,102


$
118,153


$
105,905


$
88,618


$
87,121


$
88,246


$
75,779Portfolio loans


116,022



95,492



106,039



100,271



79,344



72,174



68,058



65,603



60,204



58,011



51,994Loans held for sale or securitization


4,290



12,853



9,667



12,430



15,368



24,501



16,831



3,439



2,731



3,508



1,250Securities


8,731



7,509



7,875



8,765



6,525



8,675



9,479



9,597



14,565



15,813



13,651Deposits


97,555



87,234



83,986



85,955



63,930



65,119



63,130



55,256



50,066



58,247



52,617Long-term debt


27,892



26,356



30,970



28,696



23,666



22,730



17,316



18,145



15,038



9,689



6,297Total stockholders equity


13,408



14,581



12,613



12,804



9,329



8,161



7,381



6,770



5,728



7,013



6,158Common shares outstanding


633.95



632.38



615.05



646.75



606.00



611.49



607.35



609.19



607.06



652.65



631.39   (a)
    
    Years prior to 2000 reflect
    restatements, where applicable, for stock splits and
    pooling-of-interests business combinations.(b)
    
    Results for 2007 include the
    acquisitions of Fidelity Bankshares, Inc. and MAF Bancorp, Inc.
    Refer to Note 3 of the Consolidated Financial Statements
    for further details.(c)
    
    Results for 2006 include the
    acquisitions of Forbes First Financial Corporation and Harbor
    Florida Bancshares, Inc., and the sale of First Franklin. Refer
    to Note 3 of the Consolidated Financial Statements for
    further details.(d)
    
    Results for 2004 include the
    acquisitions of Allegiant Bancorp Inc., Provident Financial
    Group Inc., and Wayne Bancorp, and the sale of National
    Processing, Inc. 12




---



##### 



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Forward-Looking
    Statements
    Overview
           13




---



##### 



Consolidated
    Average Balance Sheets
  Daily Average Balance(Dollars in Millions)

2007


2006


2005


2004


2003AssetsEarning Assets:Loans(a):Commercial

$
28,519


$
25,458


$
23,748


$
20,107


$
19,865Commercial leases


4,168



3,566



3,171



2,024



1,538Commercial construction


8,151



6,286



4,264



3,062



2,383Commercial real estate


13,800



12,173



12,231



11,326



9,483Residential real estate


34,877



37,491



41,488



40,395



45,932Home equity lines of credit


17,533



19,533



21,122



14,743



9,293Credit card and other unsecured lines of credit


3,376



2,750



2,523



2,286



2,155Other consumer


4,908



5,680



7,818



7,659



8,059Total loans


115,332



112,937



116,365



101,602



98,708Securities available for sale, at amortized costTaxable


7,471



7,270



7,134



7,033



6,195Tax-exempt


409



531



625



665



669Total securities available for sale


7,880



7,801



7,759



7,698



6,864Federal funds sold and security resale agreements, and other
    investments


3,397



2,803



2,100



1,621



1,326Total earning assets/total interest income/rates


126,609



123,541



126,224



110,921



106,898Allowance for loan losses


(1,192
)


(1,007
)


(1,143
)


(1,101
)


(1,028
)Fair value (depreciation) appreciation of securities available
    for sale


(22
)


(68
)


72



150



257Nonearning assets


18,164



16,212



16,403



14,433



12,398Total Assets

$
143,559


$
138,678


$
141,556


$
124,403


$
118,525Liabilities and stockholders equityInterest bearing liabilities:NOW and money market

$
34,769


$
28,900


$
28,589


$
28,897


$
25,378Savings


2,540



1,970



2,361



2,583



2,423Consumer time deposits


26,632



21,711



18,662



14,875



13,729Other deposits


3,590



5,512



6,087



3,062



2,752Foreign deposits


8,095



8,553



8,787



8,946



7,002Federal funds borrowed


1,894



2,886



4,021



4,920



7,895Security repurchase agreements


4,133



3,487



3,317



2,918



3,013Borrowed funds


2,185



2,201



2,253



1,477



1,556Long-term debt


25,657



30,013



32,752



24,028



24,854Total interest bearing liabilities/total interest expense/rates


109,495



105,233



106,829



91,706



88,602Noninterest bearing deposits


16,824



16,814



18,257



17,763



17,203Accrued expenses and other liabilities


4,040



3,852



3,705



3,618



3,748Total liabilities


130,359



125,899



128,791



113,087



109,553Total stockholders equity


13,200



12,779



12,765



11,316



8,972Total liabilities and stockholders equity

$
143,559


$
138,678


$
141,556


$
124,403


$
118,525Net interest incomeInterest spreadContribution of noninterest bearing sources of fundsNet interest margin  (a) Includes both portfolio loans and loans held for
    sale or securitization.
 14




---



##### 



Interest


Average Rate2007


2006


2005


2004


2003


2007


2006


2005


2004


2003$
2,151


$
1,927


$
1,388


$
809


$
733



7.54
%


7.57
%


5.84
%


4.02
%


3.69
%289



231



201



127



85



6.94



6.49



6.35



6.28



5.54617



490



272



141



107



7.56



7.79



6.38



4.62



4.50982



880



778



648



581



7.12



7.23



6.36



5.72



6.132,493



2,699



2,678



2,569



2,960



7.15



7.20



6.45



6.36



6.441,339



1,455



1,194



581



355



7.64



7.45



5.65



3.94



3.81381



308



251



200



173



11.28



11.19



9.93



8.73



8.01337



378



493



496



569



6.86



6.65



6.31



6.48



7.078,589



8,368



7,255



5,571



5,563



7.45



7.41



6.23



5.48



5.64399



389



352



345



322



5.34



5.35



4.93



4.90



5.1929



37



45



49



51



7.07



7.07



7.27



7.36



7.68428



426



397



394



373



5.43



5.47



5.12



5.11



5.43197



170



111



88



58



5.79



6.05



5.28



5.46



4.35$
9,214


$
8,964


$
7,763


$
6,053


$
5,994



7.28
%


7.26
%


6.15
%


5.46
%


5.61
%$
1,092


$
798


$
488


$
252


$
257



3.14
%


2.76
%


1.71
%


.87
%


1.01
%32



11



10



9



11



1.26



.59



.44



.35



.451,291



936



642



467



506



4.85



4.31



3.44



3.14



3.69189



276



203



50



34



5.26



5.00



3.33



1.64



1.23386



399



261



118



84



4.77



4.66



2.97



1.32



1.2098



147



134



71



114



5.18



5.08



3.34



1.45



1.44174



138



76



23



19



4.22



3.96



2.28



.78



.63109



103



68



15



18



4.97



4.67



3.01



1.03



1.201,418



1,522



1,154



588



587



5.52



5.07



3.52



2.45



2.36$
4,789


$
4,330


$
3,036


$
1,593


$
1,630



4.37
%


4.11
%


2.84
%


1.74
%


1.84
%$
4,425


$
4,634


$
4,727


$
4,460


$
4,3642.91
%


3.15
%


3.31
%


3.72
%


3.77
%.58



.60



.43



.30



.313.49
%


3.75
%


3.74
%


4.02
%


4.08
%  15




---



##### 



Net Interest
    Income
  statistics  interest
           16




---



##### 



2007 vs 2006


2006 vs 2005(In Millions)

Volume


Rate


Net Change


Volume


Rate


Net ChangeIncrease (decrease) in tax-equivalent interest
    incomeLoans:Commercial

$
233


$
(9
)

$
224


$
100


$
439


$
539Commercial leases


39



19



58



25



5



30Commercial construction


146



(19
)


127



129



89



218Commercial real estate


117



(15
)


102



(4
)


106



102Residential real estate


(189
)


(17
)


(206
)


(236
)


257



21Home equity lines of credit


(149
)


33



(116
)


(90
)


351



261Credit card and other unsecured
    lines of credit


70



3



73



23



34



57Other consumer


(51
)


10



(41
)


(134
)


19



(115
)Securities available for sale


8



(6
)


2



2



27



29Federal funds sold, security resale agreements, and other
    investments


36



(9
)


27



37



22



59Total

$
260


$
(10
)

$
250


$
(148
)

$
1,349


$
1,201Increase (decrease) in interest expenseDeposits:NOW and money market accounts

$
162


$
132


$
294


$
5


$
305


$
310Savings accounts


3



18



21



(2
)


3



1Consumer time deposits


211



144



355



105



189



294Purchased deposits


(114
)


14



(100
)


(25
)


236



211Federal funds borrowed, security
    repurchase agreements, and
    borrowed funds


(19
)


12



(7
)


(29
)


139



110Long-term debt


(217
)


113



(104
)


(96
)


464



368Total

$
26


$
433


$
459


$
(42
)

$
1,336


$
1,294Decrease in tax-equivalent net
    interest income









$
(209
)









$
(93
)   Noninterest
    Income
    (In Millions)

2007


2006


2005Deposit service charges and fees

$
905


$
818


$
740Loan sale revenue


(38
)


766



808Loan servicing revenue


402



91



399Trust and investment management fees


318



301



296Brokerage revenue


189



158



159Leasing revenue


178



228



267Other service fees


143



139



129Insurance revenue


133



129



103Card-related fees


125



109



105Principal investment gains, net


96



118



57Securities gains


22







27Derivatives (losses)/gains






(7
)


64Gain on divestitures


16



984



16Other


117



185



134Total noninterest income

$
2,606


$
4,019


$
3,304  17




---



##### 



(In Millions)

2007


2006


2005Residential real estate

$
(85
)

$
590


$
752Commercial loans


46



90



47Other consumer loans


1



86



9Total loan sale revenue

$
(38
)

$
766


$
808             (In Millions)

2007


2006


2005Residential real estate

$
226


$
(73
)

$
302Other consumer loans


164



154



86Commercial


12



10



11Total loan servicing revenue

$
402


$
91


$
399  18




---



##### 



(In Millions)

2007


2006


2005Net contractual servicing fees

$
534


$
625


$
532Servicing asset time decay and
    payoffs(a)


(344
)


(404
)


(505
)MSR hedging gains (losses):Servicing asset valuation changes


60



(2
)


472Losses on hedging instruments


(24
)


(292
)


(197
)Net MSR hedging gains (losses)


36



(294
)


275Total residential real estate servicing revenue (loss)

$
226


$
(73
)

$
302   (a)
    Prior to January 1, 2006, time decay and payoffs were
    characterized as amortization of servicing assets.             19




---



##### 



(In Millions, Except Per Share
    Amounts)

2007


2006


2005Net gains/(losses):Equity securities

$
(4
)

$
5


$
13Debt securities


26



(5
)


14Net pretax gains


22







27Tax provision


8







7Effect on net income

$
14


$



$
20Effect on diluted net income per share

$
.02


$



$
.03      20




---



##### 



Noninterest
    Expense
    (In Millions)

2007


2006


2005Salaries, benefits, and other personnel

$
2,580


$
2,604


$
2,560Impairment, fraud & other losses


614



51



91Third-party services


357



352



332Equipment


335



326



303Net occupancy


315



298



316Marketing and public relations


157



148



165Postage and supplies


146



140



143Leasing expense


119



165



179Insurance


89



112



60Intangible asset amortization


81



47



52State and local taxes


77



51



74Travel and entertainment


77



77



85Telecommunications


70



75



82Card processing


32



28



21Other


256



237



272Total noninterest expense

$
5,305


$
4,711


$
4,735       (Dollars in Millions)

2007


2006


2005Salaries and wages

$
1,434


$
1,424


$
1,422Incentive compensation


696



811



809Deferred personnel costs


(302
)


(403
)


(457
)Contract labor


157



172



199Payroll taxes


150



161



156Medical and other benefits


137



154



144Retirement plans


116



110



113Stock-based compensation


76



68



57Deferred compensation


(1
)


42



16Severance


83



30



61Other personnel costs


34



35



40Total salaries, benefits, and other personnel

$
2,580


$
2,604


$
2,560Full-time-equivalent employees at year end


32,064



31,270



34,270      21




---



##### 



points from National City
    ®
    rewards program.
            Income
    Taxes
   22




---



##### 



true-ups
  Line of Business
    Results
      Retail Banking:
  (In Millions)

2007


2006


2005Net interest income

$
2,304


$
1,996


$
1,906Provision for loan losses


289



183



252Noninterest income


1,189



1,060



955Noninterest expense


2,020



1,733



1,607Net income


716



700



616     Commercial
    Banking-Regional: nine-state
  (In Millions)

2007


2006


2005Net interest income

$
1,099


$
1,076


$
1,034Provision (benefit) for loan losses


134



68



(11
)Noninterest income


234



222



216Noninterest expense


547



513



474Net income


402



443



486  23




---



##### 



Commercial
    Banking-National:
  (In Millions)

2007


2006


2005Net interest income

$
474


$
456


$
452Provision for loan losses


59



3



2Noninterest income


472



525



385Noninterest expense


432



406



330Net income


286



372



316     Mortgage Banking:
  (In Millions)

2007


2006


2005Net interest income

$
663


$
607


$
720Provision for loan losses


579



75



58Noninterest income


211



365



833Noninterest expense


1,086



805



843Net (loss) income


(541
)


58



419    24




---



##### 



Asset Management:
  (In Millions)

2007


2006


2005Net interest income

$
139


$
130


$
118Provision for loan losses


12



3



8Noninterest income


376



353



344Noninterest expense


343



322



326Net income


100



98



80     Parent and Other:
  25




---



##### 



(In Millions)

2007


2006


2005Net interest (expense) income

$
(254
)

$
369


$
496Provision (benefit) for loan losses


252



156



(9
)Noninterest income


124



1,494



571Noninterest expense


878



933



1,154Net (loss) income


(649
)


629



68       true-ups,
 26




---



##### 



Financial
    Condition
  Portfolio Loans:
  (In Millions)

2007


2006


2005


2004


2003As of December 31:Commercial

$
30,914


$
26,969


$
24,026


$
22,324


$
17,737Commercial leases


4,437



4,083



3,546



2,836



1,427Commercial construction


9,051



7,160



5,344



3,483



2,766Commercial real estate


14,883



12,436



12,407



12,193



9,828Residential real estate


30,243



21,882



30,846



29,838



26,917Home equity lines of credit


18,080



14,595



21,439



19,018



11,016Credit card and other unsecured lines of credit


3,915



3,007



2,612



2,414



2,324Other consumer


4,499



5,360



5,819



8,165



7,329Total portfolio loans

$
116,022


$
95,492


$
106,039


$
100,271


$
79,344Average:Commercial

$
28,440


$
25,417


$
23,730


$
20,079


$
19,852Commercial leases


4,168



3,566



3,171



2,024



1,538Commercial construction


8,151



6,286



4,264



3,062



2,383Commercial real estate


13,522



12,062



12,033



11,162



9,483Residential real estate


26,035



26,632



30,941



28,324



23,261Home equity lines of credit


15,488



17,128



21,118



14,743



9,293Credit card and other unsecured lines of credit


3,285



2,626



2,381



2,286



2,155Other consumer


4,907



5,673



7,637



7,527



7,906Total portfolio loans

$
103,996


$
99,390


$
105,275


$
89,207


$
75,871     Outstanding

% of

Average Loan Balance

Largest Loan to a Single(Dollars in Millions)

Balance

Total

Per Obligor

ObligorReal estate

$
19,553



33
%

$
1.1


$
67Consumer cyclical


9,604



16



1.1



96Industrial


7,574



13



1.5



171Consumer noncyclical


6,511



11



.6



46Basic materials


4,108



7



1.8



67Financial


4,154



7



2.3



150Services


2,138



3



.5



56Energy and utilities


1,103



2



1.4



35Technology


575



1



3.6



45Miscellaneous


3,965



7



.3



105Total

$
59,285



100
%   Commercial:
 27




---



##### 



One Year


One to Five


Over Five(In Millions)

or Less


Years


Years


TotalVariable-rate

$
7,833


$
15,350


$
3,261


$
26,444Fixed-rate


1,087



2,362



1,021



4,470Total

$
8,920


$
17,712


$
4,282


$
30,914   Commercial leases:
  Commercial Construction:
    One Year


One to Five


Over Five(In Millions)

or Less


Years


Years


TotalVariable-rate

$
3,887


$
3,698


$
395


$
7,980Fixed-rate


568



287



216



1,071Total

$
4,455


$
3,985


$
611


$
9,051   Commercial Real Estate:
 28




---



##### 



One Year


One to Five


Over Five(In Millions)

or Less


Years


Years


TotalVariable-rate

$
1,747


$
4,004


$
2,249


$
8,000Fixed-rate


719



4,048



2,116



6,883Total

$
2,466


$
8,052


$
4,365


$
14,883   Residential Real Estate:
    (In Millions)

2007


2006


2005As of December 31:Prime mortgages

$
15,349


$
7,963


$
5,646Nonprime mortgages


6,012



7,486



18,688Home equity installment


8,882



6,433



6,512Total residential real estate portfolio loans

$
30,243


$
21,882


$
30,846Average:Prime mortgages

$
11,570


$
5,883


$
6,000Nonprime mortgages


7,086



14,396



18,889Home equity installment


7,379



6,353



6,052Total residential real estate portfolio loans

$
26,035


$
26,632


$
30,941        29




---



##### 



Home Equity Lines of Credit:
  Credit Cards and Other Unsecured Lines of Credit:
  Other Consumer:
 30




---



##### 



Loans Held for Sale or Securitization:
  (In Millions)

2007


2006


2005


2004


2003As of December 31:Commercial

$
41


$
34


$
11


$
24


$
16Commercial real estate


508



177



35



546



Residential real estate


3,741



9,328



9,192



11,860



14,497Automobile


















854Credit card






425



425







Student loans






1



4







Home equity lines of credit






2,888











Total loans held for sale or securitization

$
4,290


$
12,853


$
9,667


$
12,430


$
15,367Average:Commercial

$
79


$
41


$
18


$
28


$
13Commercial real estate


278



111



198



164



Residential real estate


8,842



10,859



10,547



12,071



22,671Automobile










179



132



153Credit card


91



124



142







Student loans


1



7



2







Home equity lines of credit


2,045



2,405



4







Total loans held for sale or securitization

$
11,336


$
13,547


$
11,090


$
12,395


$
22,837       
  originate-and-sell
   31




---



##### 



Securities:
  (In Millions)

2007


2006


2005


2004


2003U.S. Treasury

$
1,056


$
1,051


$
993


$
410


$
625Federal agency


262



250



181



243



12Mortgage-backed securities


6,610



5,306



5,437



6,309



3,928Asset-backed and corporate debt securities


204



175



246



510



931States and political subdivisions


382



500



608



705



672Other securities


194



221



416



423



154Total amortized cost

$
8,708


$
7,503


$
7,881


$
8,600


$
6,322Total fair value

$
8,731


$
7,509


$
7,875


$
8,765


$
6,525     Funding:
  (In Millions)

2007


2006


2005


2004


2003Noninterest bearing

$
16,824


$
16,814


$
18,257


$
17,763


$
17,203NOW and money market


34,769



28,900



28,589



28,897



25,378Savings


2,540



1,970



2,361



2,583



2,423Consumer time


26,632



21,711



18,662



14,875



13,729Core deposits


80,765



69,395



67,869



64,118



58,733Other deposits


3,590



5,512



6,087



3,062



2,752Foreign deposits


8,095



8,553



8,787



8,946



7,002Purchased deposits


11,685



14,065



14,874



12,008



9,754Total deposits


92,450



83,460



82,743



76,126



68,487Short-term borrowings


8,212



8,574



9,591



9,315



12,464Long-term debt


25,657



30,013



32,752



24,028



24,854Total deposits and borrowed funds

$
126,319


$
122,047


$
125,086


$
109,469


$
105,805   originate-and-sell
     32




---



##### 



Capital
    (Dollars in Millions, Except Per
    Share Amounts)

December 31,
    2007

December 31, 2006Stockholders equity

$
13,408


$
14,581Equity as a percentage of assets


8.92
%


10.40
%Book value per common share

$
21.15


$
23.06     Total Number of


Maximum Number ofShares Purchased Under


Shares that May Yet BeTotal Number


Average


Publicly Announced


Purchased Under theof Shares


Price Paid


Share Repurchase


Share RepurchasePeriod

Purchased(a)


Per Share


Authorizations(b)


AuthorizationsOct 1 to Oct 31, 2007


128,001


$
26.21



100,000



37,624,400Nov 1 to Nov 30, 2007


15,337



22.40







37,624,400Dec 1 to Dec 31, 2007


47,287



16.67







37,624,400Total


190,625


$
23.54



100,000  33




---



##### 



(a)
    
    Includes shares repurchased under the April 24,
    2007 share repurchase authorizations, and shares acquired
    under the Corporations Long-term Cash and Equity
    Compensation Plan (the Plan). Under the terms of the Plan, the
    Corporation accepts common shares from employees when they elect
    to surrender previously owned shares upon exercise of stock
    options or awards to cover the exercise price of the stock
    options or awards or to satisfy tax withholding obligations
    associated with the stock options or awards.(b)
    
    Included in total number of shares purchased [column (a)].          Enterprise Risk
    Management
         34




---



##### 



Credit
    Risk
        Portfolio Loans:
  (In Millions)

2007


2006


2005


2004


2003Commercial loans and leases

$
35,352


$
31,052


$
27,572


$
25,160


$
19,164Commercial construction and real estate


23,934



19,596



17,751



15,676



12,594Residential real estate


30,243



21,882



30,846



29,838



26,917Home equity lines of credit


18,079



14,595



21,439



19,018



11,016Credit card and other unsecured lines of credit


3,915



3,007



2,612



2,414



2,324Other consumer loans


4,499



5,360



5,819



8,165



7,329Total portfolio loans

$
116,022


$
95,492


$
106,039


$
100,271


$
79,344  35




---



##### 



2007


2006


2005


2004


2003Commercial loans and leases


30.5
%


32.5
%


26.0
%


25.1
%


24.2
%Commercial construction and real estate


20.6



20.5



16.7



15.6



15.9Residential real estate


26.0



22.9



29.1



29.8



33.9Home equity lines of credit


15.6



15.3



20.2



19.0



13.9Credit card and other unsecured lines of credit


3.4



3.2



2.5



2.4



2.9Other consumer loans


3.9



5.6



5.5



8.1



9.2Total


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%   
        (In Millions)

2007


2006Commercial construction:Residential real estate developers

$
4,491


$
3,915Residential real estate:Nonprime mortgage


6,012



7,480Broker-sourced home equity loans


3,732



1,412Residential construction


3,062



2,564Home equity lines of credit:Broker-sourced home equity lines


7,475



5,928Total higher risk loan portfolios

$
24,772


$
21,299      36




---



##### 



Risk Mitigation Strategies:
    third-party
  
  (In Millions)

2007


2006First lien mortgage loans:Subject to credit risk transfer agreement

$
1,402


$
2,376Subject to lender paid mortgage insurance


1,374



1,868Uninsured


1,717



1,036Second lien mortgage loans:Subject to lender paid mortgage insurance


1,462



2,148Uninsured


57



52Total nonprime mortgage loans

$
6,012


$
7,480      37




---



##### 



Delinquent Loans:
  (In Millions)

2007


2006


2005


2004


2003Commercial

$
38


$
31


$
35


$
43


$
20Commercial leases










1



1



Commercial construction


87



13



12



12



3Commercial real estate


51



18



9



29



32Residential real estate:Nonprime


808



567



392



298



288Construction


302



4











Other


446



133



111



169



140Home equity lines of credit


102



37



23



10



15Credit card and other unsecured lines of credit


46



35



20



21



18Other consumer


17



11



17



13



12Mortgage loans held for sale and other


16



89



16



25



37Total loans 90 days past due accruing interest

$
1,913


$
938


$
636


$
621


$
565          38




---



##### 



Nonperforming Assets:
  (Dollars in Millions)

2007


2006


2005


2004


2003Commercial

$
149


$
92


$
96


$
117


$
242Commercial leases


6



32



85



44



15Commercial construction


301



109



29



12



7Commercial real estate


189



111



114



102



67Residential real estateNonprime


119



65



52



54



101Construction


145



6



8



1



Other


162



85



106



133



118Home equity lines of credit


19















Total nonperforming loans


1,090



500



490



463



550Other real estate owned (OREO):Secured by GNMA


58



60











Nonprime


242



116



58



47



54Other


124



53



39



42



45Mortgage loans held for sale and other


9



3



9



11



8Total nonperforming assets

$
1,523


$
732


$
596


$
563


$
657Nonperforming assets as a percentage of:Period-end portfolio loans and other nonperforming assets


1.31
%


.76
%


.56
%


.56
%


.83
%Period-end total assets


1.01



.52



.42



.40



.58     interest-rate
        Allowance for Loan Losses and Allowance for Losses on
    Lending-Related Commitments:
 39




---



##### 



(Dollars in Millions)

2007


2006


2005


2004


2003Balance at beginning of year

$
1,131


$
1,094


$
1,188


$
1,023


$
1,006Provision for loan losses


1,326



489



300



339



628Charge-offs:Commercial


86



93



104



136



306Commercial leases


58



57



56



34



22Commercial construction


38



18



6



12



3Commercial real estate


32



20



32



23



31Residential real estate


316



220



132



126



152Home equity lines of credit


121



79



42



27



24Credit card and other unsecured lines of credit


128



94



130



109



98Other consumer


65



64



100



104



121Total charge-offs


844



645



602



571



757Recoveries:Commercial


23



36



75



92



40Commercial leases


19



18



22



9



4Commercial construction






1



4



2



Commercial real estate


10



8



10



13



5Residential real estate


61



67



54



51



37Home equity lines of credit


28



18



8



10



7Credit card and other unsecured lines of credit


16



16



12



8



8Other consumer


26



39



37



40



47Total recoveries


183



203



222



225



148Net charge-offs


661



442



380



346



609Other(a)


(34
)


(10
)


(14
)


172



(2
)Balance at end of year

$
1,762


$
1,131


$
1,094


$
1,188


$
1,023Allowance as a percentage of:Portfolio loans


1.52
%


1.18
%


1.03
%


1.19
%


1.29
%Nonperforming loans


161.6



226.1



223.1



256.9



186.1Net charge-offs


266.5



256.2



287.3



343.8



167.8   (a)
    
    Other includes the allowance for loan losses associated with
    acquisitions, portfolio loans transferred to held for sale, and
    reinsurance claims paid to third parties.    (In Millions)

2007


2006


2005


2004


2003Balance at beginning of year

$
78


$
84


$
100


$
102


$
92Net provision for losses on lending-related commitments


(13
)


(6
)


(16
)


(16
)


10Allowance related to commitments acquired














14



Balance at end of year

$
65


$
78


$
84


$
100


$
102  40




---



##### 



2007


2006


2005


2004


2003Commercial


.22
%


.22
%


.12
%


.22
%


1.35
%Commercial leases


.93



1.12



1.07



1.24



1.14Commercial construction


.47



.26



.05



.33



.11Commercial real estate


.16



.11



.18



.09



.27Residential real estate


.98



.57



.25



.26



.49Home equity lines of credit


.60



.36



.16



.11



.18Credit card and other unsecured lines of credit


3.42



2.96



4.96



4.41



4.21Other consumer


.81



.44



.83



.85



.94Total net charge-offs to average portfolio loans


.64
%


.44
%


.36
%


.39
%


.80
%           (In Millions)

2007


2006


2005


2004


2003Allowance for loan losses:Commercial loans and leases

$
461


$
459


$
494


$
572


$
283Commercial construction and real estate


263



161



141



147



57Residential real estate


597



259



169



184



122Home equity lines of credit and other consumer loans


278



102



131



127



94Credit card and other unsecured lines of credit


163



150



159



158



129Unallocated


















338Total

$
1,762


$
1,131


$
1,094


$
1,188


$
1,023Allowance for losses on lending-related commitments:Commercial

$
65


$
78


$
84


$
100


$
102      41




---



##### 



Market
    Risk
    Asset/Liability Management:
  Interest-rate Risk Management:
  Market Value Modeling:
   42




---



##### 



Earnings Simulation Modeling:
         43




---



##### 



2007


2006One Year Net Income Simulation Projection2 SD below implied forward curve


2.7
%


-1.3
%2 SD above implied forward curve


2.0



1.2Duration of Equity-150 bp Shock vs. Stable rate


1.5
%


.5
%+150 bp Shock vs. Stable rate


2.7



2.2   Trading Risk Management: Value-At-Risk 10-day
  Liquidity
    Risk
           44




---



##### 



45




---



##### 



P-1,
    Operational Risk
    Management
         46




---



##### 



Contractual
    Obligations, Commitments, Contingent Liabilities, and
    Off-Balance Sheet Arrangements
    Contractual Obligations:
  Payments Due InOne


One to


Three to


OverNote


Year


Three


Five


Five(In Millions)

Reference


or Less


Years


Years


Years


TotalDeposits without a stated
    maturity(a)





$
65,012


$



$



$



$
65,012Consumer and brokered certificates of
    deposits(b)






28,228



3,688



2,511



2,447



36,874Federal funds borrowed and security repurchase
    agreements(b)


14



5,102















5,102Borrowed
    funds(b)


15



2,044















2,044Long-term
    debt(b)


16,17



10,811



10,404



3,550



14,574



39,339Operating leases






174



266



211



603



1,254Purchase obligations






197



247



131



34



609  (a)
    
    Excludes interest.(b)
    
    Includes interest on both fixed- and variable-rate
    obligations. The interest associated with variable-rate
    obligations is based upon interest rates in effect at
    December 31, 2007. The contractual amounts to be paid on
    variable-rate obligations are affected by changes in market
    interest rates. Future changes in market interest rates could
    materially affect the contractual amounts to be paid.         47




---



##### 



Commitments:
  One


One to


Three to


OverYear


Three


Five


Five(In Millions)

or Less


Years


Years


Years


TotalCommitments to extend credit:Revolving home equity and credit card lines

$
35,792


$
11


$



$



$
35,803Commercial


8,923



10,009



8,447



853



28,232Residential real estate


7,218















7,218Other


607















607Standby letters of credit


1,963



1,861



1,436



112



5,372Commercial letters of credit


236



64



20



7



327Net commitments to sell mortgage loans and mortgage-backed
    securities


2,500















2,500Net commitments to sell commercial real estate loans


535



91











626Commitments to fund civic and community investments


359



236



100



22



717Commitments to fund principal investments


28



35



111



183



357Commitments to purchase beneficial interests in securitized
    automobile loans


283















283          48




---



##### 



Contingent Liabilities:
  Off-Balance Sheet Arrangements:
  2002-1 2001-1 2000-1 fixed-rate
      Application of
    Critical Accounting Policies and Estimates
   49




---



##### 



Residential Mortgage Loans Held for Sale Valuation:
         50




---



##### 



Allowance for Loan Losses and Allowance for Losses on
    Lending-Related Commitments:
         51




---



##### 



Banking-National,
  Valuation of Mortgage Servicing Rights (MSRs):
     52




---



##### 



interest-rate
    (Dollars in Millions)

2007


2006Fair value

$
2,526


$
2,094Weighted-average life (in years)


5.0



5.0Weighted-average constant prepayment rate (CPR)


14.21
%


17.66
%Spread over forward
    interest-rate
    swap rates


5.79



Weighted-average discount rate






9.77   interest-rate
  December 31(Dollars in Millions)

2007Fair value

$
2,526Prepayment rate:Decline in fair value from 10% adverse change


121Decline in fair value from 20% adverse change


233Spread over forward
    interest-rate
    swap
    rates(a):Decline in fair value from 10% adverse change


55Decline in fair value from 20% adverse change


107  (a)
    
    Used to discount MSR cash flows.  Derivative Instruments:
   53




---



##### 



Impairment of Goodwill:
  Income Taxes:
 54




---



##### 



2003-2004
  Accounting for Uncertainty in Income Taxes,
      Recent Accounting
    Pronouncements and Developments
    Fourth Quarter
    Review
         55




---



##### 



Item 7A.
    QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK   56




---



##### 



Item 8.
    FINANCIAL
    STATEMENT AND SUPPLEMENTARY DATA  Report on
    Managements Assessment of Internal Control over Financial
    Reporting
        /s/  Peter
    E. RaskindPeter
    E. Raskind
    Chairman, President, and
    Chief Executive Officer

/s/  Jeffrey
    D. KellyJeffrey
    D. Kelly
    Vice Chairman and
    Chief Financial OfficerCleveland, Ohio
    February 13, 2008  57




---



##### 



Reports of
    Ernst & Young LLP,
 Independent Registered Public Accounting Firm
  Report on
    Consolidated Financial Statements
          Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans Accounting for
    Uncertainty in Income Taxes
    
   58




---



##### 



Report on
    Effectiveness of Internal Control Over Financial
    Reporting
            .
    
   59




---



##### 



CONSOLIDATED
    FINANCIAL STATEMENTS
 CONSOLIDATED BALANCE
    SHEETS
  December 31(Dollars in Thousands, Except Per Share Amounts)

2007


2006AssetsCash and demand balances due from banks

$
3,226,493


$
3,521,153Federal funds sold and security resale agreements


100,278



1,551,350Securities available for sale, at fair value


8,731,257



7,508,820Other investments


2,306,297



6,317,779Loans held for sale or securitization:Commercial


41,351



33,661Commercial real estate


507,641



177,312Residential real estate


3,741,322



9,327,783Home equity lines of credit






2,888,512Credit card






425,000Student loans


159



638Total loans held for sale or securitization


4,290,473



12,852,906Portfolio loans:Commercial


30,914,512



26,969,081Commercial leases


4,437,162



4,082,940Commercial construction


9,051,007



7,160,310Commercial real estate


14,883,089



12,436,458Residential real estate


30,242,757



21,881,602Home equity lines of credit


18,079,580



14,594,782Credit card and other unsecured lines of credit


3,914,693



3,006,789Other consumer


4,499,181



5,360,110Total portfolio loans


116,021,981



95,492,072Allowance for loan losses


(1,761,728
)


(1,131,175
)Net portfolio loans


114,260,253



94,360,897Properties and equipment


1,707,487



1,402,150Equipment leased to others


374,789



572,952Other real estate owned


424,332



229,070Mortgage servicing rights


2,525,842



2,094,387Goodwill


5,423,907



3,815,911Other intangible assets


355,823



183,648Derivative assets


1,030,794



612,914Accrued income and other assets


5,616,003



5,166,905Total Assets

$
150,374,028


$
140,190,842LiabilitiesDeposits:Noninterest bearing

$
17,363,648


$
17,537,278NOW and money market


37,868,236



30,335,531Savings


2,870,716



1,881,444Consumer time


29,433,081



23,620,821Other


3,110,153



4,119,756Foreign


6,909,661



9,738,760Total deposits


97,555,495



87,233,590Federal funds borrowed and security repurchase agreements


5,100,185



5,283,997Borrowed funds


2,055,063



1,648,967Long-term debt


25,992,453



25,406,971Junior subordinated debentures owed to unconsolidated subsidiary
    trusts


1,899,683



948,705Derivative liabilities


608,131



717,830Accrued expenses and other liabilities


3,755,190



4,369,779Total Liabilities

$
136,966,200


$
125,609,839Stockholders EquityPreferred stock, no par value, authorized 5,000,000 shares,
    70,272 shares outstanding in 2007 and 2006 (Liquidation
    preference of $7 million)

$



$
Common stock, par value $4 per share, 1,400,000,000 shares
    authorized, 633,945,720 and 632,381,603 outstanding shares at
    December 31, 2007 and 2006, respectively


2,535,783



2,529,527Capital surplus


6,374,955



4,793,537Retained earnings


4,405,526



7,328,853Accumulated other comprehensive income (loss)


91,564



(70,914
)Total Stockholders Equity


13,407,828



14,581,003Total Liabilities and Stockholders Equity

$
150,374,028


$
140,190,842  See Notes to Consolidated Financial Statements
 60




---



##### 



CONSOLIDATED
    STATEMENTS OF INCOME
  For the Calendar Year(Dollars in Thousands, Except Per
    Share Amounts)

2007


2006


2005Interest IncomeLoans

$
8,570,273


$
8,351,493


$
7,239,110Securities:Taxable


396,378



385,807



342,797Exempt from Federal income taxes


19,899



25,461



30,509Dividends


2,646



2,906



8,857Federal funds sold and security resale agreements


63,842



34,847



12,266Other investments


132,057



133,248



98,280Total interest income


9,185,095



8,933,762



7,731,819Interest ExpenseDeposits


2,990,671



2,420,316



1,604,601Federal funds borrowed and security repurchase agreements


272,504



284,505



209,893Borrowed funds


108,662



102,893



67,896Long-term debt and capital securities


1,417,525



1,522,445



1,153,681Total interest expense


4,789,362



4,330,159



3,036,071Net Interest Income


4,395,733



4,603,603



4,695,748Provision for Loan Losses


1,325,903



488,208



300,531Net interest income after provision for loan losses


3,069,830



4,115,395



4,395,217Noninterest IncomeDeposit service charges


904,813



818,301



740,280Loan sale (loss) revenue


(38,353
)


765,513



808,356Loan servicing revenue


401,732



91,467



399,379Trust and investment management fees


317,984



300,747



296,012Brokerage revenue


188,672



157,823



159,433Leasing revenue


177,974



228,149



267,315Other service fees


142,832



138,147



129,497Insurance revenue


133,617



129,341



102,789Card-related fees


125,024



109,768



105,222Gain on divestitures


16,493



983,940



16,001Securities gains (losses), net


21,816



(483
)


27,087Other


213,557



296,252



252,948Total noninterest income


2,606,161



4,018,965



3,304,319Noninterest ExpenseSalaries, benefits, and other personnel


2,580,226



2,603,554



2,560,250Impairment, fraud, and other losses


614,161



51,095



90,887Third-party services


357,245



352,343



332,391Equipment


335,344



326,058



303,471Net occupancy


315,037



297,949



315,647Marketing and public relations


156,922



147,679



164,533Leasing expense


119,244



165,067



178,969Other


827,135



767,979



787,972Total noninterest expense


5,305,314



4,711,724



4,734,120Income before income tax expense


370,677



3,422,636



2,965,416Income tax expense


56,702



1,122,800



980,187Net Income

$
313,975


$
2,299,836


$
1,985,229Net Income Per Common ShareBasic

$
.51


$
3.77


$
3.13Diluted


.51



3.72



3.09Average Common Shares OutstandingBasic


606,388,766



609,316,070



633,431,660Diluted


612,236,659



617,671,507



641,600,969Dividends declared per common share

$
1.60


$
1.52


$
1.44  See Notes to Consolidated Financial Statements
 61




---



##### 



CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  AccumulatedOtherPreferred


Common


Capital


Retained


Comprehensive(Dollars in Thousands, Except Per Share Amounts)

Stock


Stock


Surplus


Earnings


Income (Loss)


TotalBalance, December 31, 2004

$



$
2,586,999


$
3,647,711


$
6,468,231


$
100,588


$
12,803,529Comprehensive income:Net income














1,985,229







1,985,229Other comprehensive income, net of tax:Change in unrealized gains and losses on securities, net of
    reclassification adjustment for net gains included in net income


















(111,211
)


(111,211
)Change in unrealized gains and losses on derivative instruments
    used in cash flow hedging relationships, net of reclassification
    adjustment for net losses included in net income


















22,488



22,488Total comprehensive income






















1,896,506Common dividends declared, $1.44 per share














(922,377
)






(922,377
)Preferred dividends declared, $23.00 per share














(1,616
)






(1,616
)Issuance of 5,283,451 common shares under stock option plans






21,337



142,194











163,531Issuance of 6,444,223 common shares pursuant to exercise of
    PRIDES forward contracts






25,777



139,224











165,001Repurchase of 43,480,400 common shares






(173,922
)


(247,526
)


(1,070,255
)






(1,491,703
)Balance, December 31, 2005

$



$
2,460,191


$
3,681,603


$
6,459,212


$
11,865


$
12,612,871Comprehensive income:Net income














2,299,836







2,299,836Other comprehensive income, net of tax:Change in unrealized gains and losses on securities, net of
    reclassification adjustment for net gains included in net income


















7,956



7,956Change in unrealized gains and losses on derivative instruments
    used in cash flow hedging relationships, net of reclassification
    adjustment for net gains included in net income


















(19,388
)


(19,388
)Total comprehensive income






















2,288,404Cumulative effect of change in accounting for mortgage servicing
    assets














16,886







16,886Cumulative effect of change in accounting for pension and other
    postretirement obligations


















(71,347
)


(71,347
)Common dividends declared, $1.52 per share














(931,828
)






(931,828
)Preferred dividends declared, $24.26 per share














(1,704
)






(1,704
)Issuance of 7,985,388 common shares under stock-based
    compensation plans






32,115



253,645











285,760Issuance of 29,456,622 common shares pursuant to
    acquisitions(1)






117,826



976,850











1,094,676Repurchase of 20,151,100 common shares






(80,605
)


(118,561
)


(514,740
)






(713,906
)Other














1,191







1,191Balance, December 31, 2006

$



$
2,529,527


$
4,793,537


$
7,328,853


$
(70,914
)

$
14,581,003Comprehensive income:Net income














313,975







313,975Other comprehensive income, net of tax:Change in unrealized gains and losses on securities, net of
    reclassification adjustment for net gains included in net income


















10,596



10,596Change in unrealized gains and losses on derivative instruments
    used in cash flow hedging relationships, net of reclassification
    adjustment for net gains included in net income


















73,396



73,396Change in accumulated unrealized losses for pension and other
    postretirement obligations


















78,486



78,486Total comprehensive income






















476,453Cumulative effect of change in accounting for uncertainty in
    income taxes














(24,122
)






(24,122
)Common dividends declared, $1.60 per share














(983,170
)






(983,170
)Preferred dividends declared, $25.54 per share














(1,794
)






(1,794
)Issuance of 7,336,512 common shares under stock-based
    compensation plans






29,757



226,061











255,818Issuance of 80,291,037 common shares pursuant to
    acquisitions(1)






321,165



2,015,188











2,336,353Repurchase of 86,166,638 common shares






(344,666
)


(659,831
)


(2,228,216
)






(3,232,713
)Balance, December 31, 2007

$



$
2,535,783


$
6,374,955


$
4,405,526


$
91,564


$
13,407,828  (1)
    Includes fair value of stock
    options exchanged and other equity instruments issued, if
    applicable. See Notes to Consolidated
    Financial Statements
 62




---



##### 



CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Calendar Year(In Thousands)

2007


2006


2005Operating ActivitiesNet income

$
313,975


$
2,299,836


$
1,985,229Adjustments to reconcile net income to net cash provided by
    operating activities:Provision for loan losses


1,325,903



488,208



300,531Depreciation and amortization of properties and equipment


361,586



398,193



426,011(Accretion) amortization on securities, loans, deposits, and
    debt obligations


(33,394
)


167,509



(65,294
)MSR fair value changes


284,613



405,754



432,108Amortization of intangible assets and other servicing assets


131,210



95,211



99,012Derivative losses (gains), net


37,274



(266,414
)


(317,058
)Gain on divestitures


(16,493
)


(983,940
)


(16,001
)Gains on loans sold or securitized, net


(137,059
)


(623,431
)


(602,286
)Other losses (gains), net


313,628



(14,301
)


88,692Impairment and indemnification charges


552,270



24,671



41,537Originations and purchases of loans held for sale or
    securitization


(51,669,117
)


(70,524,228
)


(74,928,227
)Principal payments on and proceeds from sales of loans held for
    sale or securitization


49,215,468



65,478,627



75,808,753Net change in trading assets and liabilities


(376,780
)


306,987



(515,643
)(Benefit) provision for deferred income taxes


(405,403
)


39,752



348,411Other operating activities, net


(636,488
)


(10,325
)


1,039,095Net cash (used in) provided by operating activities


(738,807
)


(2,717,891
)


4,124,870Lending and Investing ActivitiesNet decrease (increase) in federal funds sold, security resale
    agreements, and other investments


6,101,857



(1,488,655
)


(263,945
)Purchases of available-for-sale securities


(1,907,252
)


(1,870,931
)


(2,738,209
)Proceeds from sales of available-for-sale securities


1,821,099



1,346,372



1,693,294Proceeds from maturities, calls, and prepayments of
    available-for-sale securities


1,193,250



1,440,652



1,817,125Net (increase) decrease in portfolio loans


(4,624,299
)


969,634



(10,850,628
)Proceeds from sales of loans


2,774,378



9,919,904



3,158,574Proceeds from securitizations of loans


425,000



648,236



2,730,822Net increase in properties and equipment


(220,552
)


(304,506
)


(189,505
)Net cash (paid) received for acquisitions


(248,677
)


156,561



(322,273
)Net cash (transferred) received for divestitures


(125,942
)


(74,214
)


24,241Net cash provided by (used in) lending and investing activities


5,188,862



10,743,053



(4,940,504
)Deposit and Financing ActivitiesNet (decrease) increase in deposits


(275,634
)


429,842



(1,663,242
)Net (decrease) increase in federal funds borrowed and security
    repurchase agreements


(647,188
)


(1,237,235
)


606,826Net increase (decrease) in borrowed funds


371,405



(769,191
)


1,457,883Repayments of long-term debt


(8,500,087
)


(13,421,953
)


(9,736,627
)Proceeds from issuances of long-term debt


8,327,070



8,188,570



12,159,635Dividends paid


(984,964
)


(933,532
)


(923,993
)Issuances of common stock


180,018



224,470



282,480Repurchases of common stock


(3,232,713
)


(713,906
)


(1,491,703
)Excess tax benefit for share based payments


17,378



21,261



Net cash (used in) provided by deposit and financing activities


(4,744,715
)


(8,211,674
)


691,259Net decrease in cash and demand balances due from banks


(294,660
)


(186,512
)


(124,375
)Cash and demand balances due from banks, January 1


3,521,153



3,707,665



3,832,040Cash and Demand Balances Due from Banks, December 31

$
3,226,493


$
3,521,153


$
3,707,665Supplemental InformationCash paid for:Interest

$
4,839,526


$
4,289,917


$
3,004,305Income taxes


834,397



658,961



835,635Noncash items:Transfers of portfolio loans and property to other real estate


758,189



468,645



204,203Transfers of portfolio loans to held for sale


609,840



10,578,105



3,650,826Transfers of held for sale loans to portfolio


8,796,693



64,237



314,699Common shares and stock options issued for acquisitions


2,336,353



1,088,031



(10,842
)Investment received upon sale of First Franklin






4,474,810



Carrying value of securities donated to the National City
    Foundation










24,179  63




---



##### 



Notes to Consolidated Financial
    Statements
  Nature of
    Operations
    1.
    Basis of
    Presentation and Significant Accounting Policies    Consolidation: Consolidated Financial Statements,
  Consolidation of
    Variable Interest Entities
    Accounting for
    Transfers and Servicing of Financial Assets and Extinguishments
    of Liabilities,
 64




---



##### 



Use of Estimates:
  Statement of Cash Flows:
  Business Combinations:
  Loans and Leases:
         65




---



##### 



Accounting by Creditors for
    Impairment of a Loan,
     66




---



##### 



Accounting by Debtors and
    Creditors for Troubled Debt Restructurings
    Allowance for Loan Losses and Allowance for Losses on
    Lending-Related Commitments:
    Other Real Estate Owned: Accounting for the Impairment
    or Disposal of Long-Lived Assets.
  Securities: Accounting for Certain Investments in Debt and Equity
    Securities.
 67




---



##### 



Principal Investments:
     68




---



##### 



Securities Purchased Under Agreements to Resell and
    Securities Sold Under Agreements to Repurchase:
  Goodwill and Other Intangible Assets:
    Depreciable Assets: Accounting for Leases
   69




---



##### 



Asset Securitizations:
    Treatment by the
    Federal Deposit Insurance Corporation as Conservator or Receiver
    of Financial Assets Transferred by an Insured Depository
    Institution in Connection with a Securitization or Participation
       70




---



##### 



71




---



##### 



Servicing Assets:
  and/or
      Derivative Instruments:
  Accounting for
    Derivative Instruments and Hedging Activities,
   72




---



##### 



Share-Based Payment:
  Advertising Costs:
  Income Taxes:
   73




---



##### 



Stock Repurchases:
  2. Recent
    Accounting Pronouncements
  Accounting for Certain Hybrid Financial Instruments: Accounting for Certain Hybrid Financial
    Instruments,
  Accounting for Uncertainty in Income Taxes: Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
  Accounting for a Change or Projected Change in the Timing of
    Cash Flows Relating to Income Taxes Generated by a Leveraged
    Lease Transaction: 13-2, Accounting for a Change or Projected Change in the Timing of
    Cash Flows Relating to Income Taxes Generated by a Leveraged
    Lease Transaction. Accounting for Leases FSP 13-2
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans: Employers Accounting for Defined
    Benefit Pension and Other Postretirement Plans.
  Fair Value Measurements: Fair Value Measurements
 74




---



##### 



Fair Value Option: The Fair Value Option for Financial
    Assets and Liabilities
  Amendment of FASB Interpretation No. 39: FSP 39-1, Amendment of FASB Interpretation No. 39, Offsetting of
    Amounts Related to Certain Contracts FSP 39-1 FSP 39-1
  FSP 39-1.
  Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards: EITF 06-11, Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards EITF 06-11 EITF 06-11 EITF 06-11
  Accounting for Written Loan Commitments Accounted for at Fair
    Value:
 75




---



##### 



Application of Accounting Principles to Loan Commitments
  Business Combinations: Business Combinations Accounting for Costs
    Associated with Exit or Disposal Activities
    Accounting for Noncontrolling Interests: Noncontrolling interests
    in Consolidated Financial Statements, an Amendment of ARB
    51
   76




---



##### 



3.
    Acquisitions and
    Divestitures  Acquisitions:
         77




---



##### 



(In Thousands)

Harbor


Fidelity


MAFPurchase price

$
1,080,145


$
1,034,828


$
1,844,522Carrying value of net assets acquired


(344,162
)


(269,008
)


(698,718
)Excess of purchase price over carrying value of net assets
    acquired


735,983



765,820



1,145,804Purchase accounting adjustmentsSecurities


9,699



(531
)


587Portfolio loans and loans held for sale


(29,852
)


(52,929
)


(10,684
)Premises and equipment


(26,351
)


(38,384
)


(379
)Mortgage servicing rights


(3,253
)


(3,749
)


(16,802
)Other assets


(9,039
)


(440
)


19,991Deposits


(1,244
)


(1,416
)


(5,073
)Borrowings


(769
)


2,854



(2,569
)Severance and exit costs


11,236



31,123



39,914Other liabilities


24,169



26,414



9,650Deferred taxes


28,439



72,093



31,454Subtotal


739,018



800,855



1,211,893Core deposit intangibles


(36,935
)


(84,972
)


(153,878
)Other identifiable intangible assets


(9,108
)


(2,060
)


(618
)Goodwill

$
692,975


$
713,823


$
1,057,397     (In Thousands)

Harbor


Fidelity


MAFAssetsCash and cash equivalents

$
242,124


$
142,483


$
141,860Federal funds sold










107,709Securities


389,869



628,068



1,821,230Loans, net of allowance for loan losses


2,638,892



3,569,353



7,074,697Premises and other equipment


87,885



132,811



165,764Goodwill and other intangibles


739,018



800,855



1,211,893Mortgage servicing rights


4,741



7,074



35,908Other assets


63,206



95,096



339,999Total Assets


4,165,735



5,375,740



10,899,060LiabilitiesDeposits


2,389,861



3,375,712



7,351,337Borrowings


614,680



763,931



1,471,026Other liabilities


81,049



201,269



232,175Total Liabilities


3,085,590



4,340,912



9,054,538Fair value of net assets acquired

$
1,080,145


$
1,034,828


$
1,844,522  78




---



##### 



For the Calendar Year(Dollars in Thousands, Except Per
    Share Amounts)

2007


2006Net interest income

$
4,544,455


$
5,037,670Provision for loan losses


1,332,701



495,109Net interest income after provision for loan losses


3,211,754



4,542,561Noninterest income


2,665,583



4,144,238Noninterest expense


5,476,864



5,231,068Income before income tax expense


400,473



3,455,731Income tax expense


68,351



1,140,938Net Income

$
332,122


$
2,314,793Net Income Per Common ShareBasic

$
.51


$
3.23Diluted


.50



3.18Average Common Shares OutstandingBasic


651,006,096



715,763,157Diluted


658,625,367



727,292,653     Divestitures:
  4.
    Restructuring
    Charges     79




---



##### 



For the Calendar YearDecember 31, 2007(In Thousands)

Acquisitions


Other


TotalBeginning balance

$
40,494


$
32,110


$
72,604Severance and other employee related costs:Charged to expense


7,666



98,277



105,943Recognized in purchase price allocation


56,498







56,498Payments


(51,147
)


(52,692
)


(103,839
)Exit costs, contract terminations and other:Charged to expense






11,017



11,017Recognized in purchase price allocation


12,196







12,196Payments


(13,567
)


(7,771
)


(21,338
)Ending balance

$
52,140


$
80,941


$
133,081   For the Calendar YearDecember 31, 2006(In Thousands)

Acquisitions


Other


TotalBeginning balance

$
35,455


$
52,398


$
87,853Severance and other employee related costs:Charged to expense


426



33,056



33,482Recognized in purchase price allocation


11,967







11,967Payments


(6,097
)


(51,097
)


(57,194
)Exit costs, contract terminations and other:Charged to expense






3,710



3,710Recognized in purchase price allocation


4,778







4,778Payments


(6,035
)


(5,957
)


(11,992
)Ending balance

$
40,494


$
32,110


$
72,604   5.
    Securitization
    Activity    Credit Card: (Series 2007-1) Series 2002-1 (Series 2006-1) Series 2001-1
 80




---



##### 



(Series 2005-1) Series 2000-1
      Automobile: Series 2002-A
  (Series 2005-A).
  Series 2004-A
  SBA:
  Home Equity:
    Weighted-


Variable


Monthly


ExpectedAverage


Annual


Principal


Annual


AnnualLife


Coupon Rate


Repayment


Credit


Discount(in months)


To Investors


Rate


Losses


Rate


YieldCredit Card Loans:Interest-only strip
    (Series 2005-1)


3.2



3.75
%


18.21
%


5.35
%


15.00
%


12.00
%Interest-only strip
    (Series 2006-1)


3.1



4.81



19.01



4.77



15.00



13.79Interest-only strip
    (Series 2007-1)


3.1



5.39



19.19



4.04



15.00



13.13   81




---



##### 



Weighted-


MonthlyAverage


Prepayment


Expected


Annual


Weighted-Life


Speed


Cumulative


Discount


Average(in months)


(% ABS)


Credit Losses


Rate


CouponAutomobile Loans:Interest-only strip
    (Series 2004-A)


21.8



1.50
%


1.75
%


12.00
%


6.79
%Servicing asset
    (Series 2004-A)


21.8



1.50



1.75



11.00



6.79Interest-only strip
    (Series 2005-A)


16.6



1.50



2.18



12.00



7.06Servicing asset
    (Series 2005-A)


12.5



1.50



2.18



10.00



7.06     As of December 31, 2007


For the Calendar YearLoans PastDue 30Principal


Days or


Average


Net Credit(In Millions)

Balance


More


Balances


LossesType of loan:Credit card

$
3,301.9


$
135.3


$
2,822.1


$
120.5Automobile


766.4



25.5



1,151.8



11.0SBA


162.9



11.6



203.0



Total loans managed or securitized


4,231.2



172.4



4,176.9



131.5Less loans securitized:Credit card


1,450.0



54.8



1,359.2



55.1Automobile


688.8



20.3



1,028.3



12.0SBA


162.9



11.6



203.0



Less loans held for securitization:Credit card










90.8



Loans held in portfolio

$
1,929.5


$
85.7


$
1,495.6


$
64.4   As of December 31, 2006


For the Calendar YearLoans PastDue 30Principal


Days or


Average


Net Credit(In Millions)

Balance


More


Balances


LossesType of loan:Credit card

$
2,635.2


$
110.4


$
2,400.5


$
95.1Automobile


1,624.4



37.5



2,260.6



17.3SBA


234.4



67.9



96.7



Total loans managed or securitized


4,494.0



215.8



4,757.8



112.4Less loans securitized:Credit card


1,024.7



45.4



1,325.4



49.2Automobile


1,439.5



26.1



1,985.8



15.7SBA


234.4



67.9



96.7



Less loans held for securitization:Credit card


425.0







124.0



Loans held in portfolio

$
1,370.4


$
76.4


$
1,225.9


$
47.5  82




---



##### 



For the Calendar Year2007


2006Credit








Credit





Home(In Millions)

Card


Automobile


SBA


Card


Automobile


Equity


SBAProceeds from new securitizations

$
425.0


$



$



$
425.0


$



$



$
223.2Proceeds from collections reinvested in previous securitizations


3,027.7











2,752.2











Servicing fees received


27.3



10.5







26.9



20.1







Other cash flows received on interests that continue to be held


84.8



5.0



2.5



92.3



29.5







1.4Proceeds from sales of previously charged-off accounts


3.8











4.7











Purchases of delinquent or foreclosed assets






















.1



   For the Calendar Year2005Credit





Home(In Millions)

Card


Automobile


Equity


SBAProceeds from new securitizations

$
600.0


$
2,103.9


$



$
44.7Proceeds from collections reinvested in previous securitizations


2,789.3







2.7



Servicing fees received


28.1



8.7



.3



Other cash flows received on interests that continue to be held


70.8



15.7



.9



.7Proceeds from sales of previously charged-off accounts


1.0











Purchases of delinquent or foreclosed assets










1.2



     Weighted-


Variable


Monthly


ExpectedAverage


Annual


Principal


Annual


AnnualFair


Life


Coupon Rate to


Repayment


Credit


Discount(Dollars in Millions)

Value


(in months)


Investors


Rate


Losses


Rate


YieldCredit Card LoansInterest-only strips


$5.8



3.2



4.92
%


18.41
%


4.29
%


15.00
%


12.84
%Decline in fair value of 10% adverse change










$1.8



$0.4



$1.7



$



$4.8Decline in fair value of 20% adverse change










3.7



0.7



3.1







5.8   83




---



##### 



Monthly


ExpectedWeighted-


Prepayment


Cumulative


Annual


Weighted-Fair


Average Life


Speed


Credit


Discount


Average(Dollars in Millions)

Value


(in months)


(%
    ABS)(a)


Losses


Rate


CouponAutomobile LoansInterest-only strip


$13.5



3.0



1.26
%


1.65
%


12.00
%


7.03
%Decline in fair value of 10% adverse change










$



$2.4



$0.2



$2.9Decline in fair value of 20% adverse change














5.2



0.3



5.5Servicing
    asset(b)


$ 3.6



5.9



1.26
%


1.65
%


10.12
%


7.03
%Decline in fair value of 10% adverse change










$0.2



$



$



$Decline in fair value of 20% adverse change










0.5











  (a)
    
    Absolute prepayment speed.(b)
    
    Carrying value of servicing asset at December 31, 2007
    was $3 million.  6.
    Leases    Lease Financings:
    (In Thousands)

2007


2006CommercialDirect financings

$
4,279,751


$
3,868,271Leveraged leases


157,411



214,669Total commercial lease financings


4,437,162



4,082,940ConsumerRetail automobile lease financings


142,342



299,704Total net investment in lease financings

$
4,579,504


$
4,382,644  84




---



##### 



(In Thousands)

2007


2006CommercialLease payments receivable

$
4,711,570


$
4,260,255Estimated residual value of leased assets


392,794



408,809Gross investment in commercial lease financings


5,104,364



4,669,064Unearned income


(667,202
)


(586,124
)Total net investment in commercial lease financings

$
4,437,162


$
4,082,940ConsumerLease payments receivable

$
38,667


$
117,176Estimated residual value of leased assets


109,070



201,723Gross investment in consumer lease financings


147,737



318,899Unearned income


(5,395
)


(19,195
)Total net investment in consumer lease financings

$
142,342


$
299,704     For the Calendar year(In Thousands)

2007


2006CommercialBeginning balance

$
408,809


$
482,049Additions


132,768



95,174Runoff


(148,348
)


(156,972
)Write-downs


(435
)


(11,442
)Ending balance

$
392,794


$
408,809ConsumerBeginning balance

$
201,723


$
231,582Runoff


(92,653
)


(29,859
)Ending balance

$
109,070


$
201,723     2013 and(In Millions)

2008


2009


2010


2011


2012


Beyond


TotalCommercial

$
1,568.4


$
1,117.7


$
794.5


$
499.9


$
267.9


$
463.2


$
4,711.6Consumer


13.2



23.1



2.4















38.7Total

$
1,581.6


$
1,140.8


$
796.9


$
499.9


$
267.9


$
463.2


$
4,750.3   Equipment Leased to Others:
 85




---



##### 



(In Thousands)

2007


2006CommercialCost

$
543,085


$
616,787Accumulated depreciation


(187,733
)


(151,358
)Net carrying value of commercial leased equipment


355,352



465,429ConsumerCost


45,828



174,586Accumulated depreciation


(26,391
)


(67,063
)Net carrying value of consumer leased equipment


19,437



107,523Total net carrying value of equipment leased to others

$
374,789


$
572,952       2013 and(In Millions)

2008


2009


2010


2011


2012


Beyond


TotalCommercial

$
94.7


$
72.4


$
45.2


$
26.5


$
14.6


$
29.4


$
282.8Consumer


1.8



.6



















2.4Total

$
96.5


$
73.0


$
45.2


$
26.5


$
14.6


$
29.4


$
285.2   7.
    Loans, Allowance
    for Loan Losses and Allowance for Losses on Lending-Related
    Commitments      December 31(In Millions)

2007


2006Residential real estate portfolio loans

$
334


$
297Commercial real estate loans held for sale


3



8Other borrowed funds

$
337


$
305    86




---



##### 



For the Calendar Year(In Thousands)

2007


2006


2005Balance at beginning of period

$
1,131,175


$
1,094,047


$
1,188,462Provision for loan losses


1,325,903



488,208



300,531Charge-offs


(844,524
)


(645,140
)


(602,902
)Recoveries


183,446



203,612



222,042Net charge-offs


(661,078
)


(441,528
)


(380,860
)Other(a)


(34,272
)


(9,552
)


(14,086
)Balance at end of period

$
1,761,728


$
1,131,175


$
1,094,047   (a)
    Includes the allowance for loan losses associated with
    acquisitions, portfolio loans transferred to held for sale, and
    in 2007 and 2006, reinsurance claims paid to third parties.      For the Calendar Year(In Thousands)

2007


2006


2005Balance at beginning of period

$
77,986


$
83,601


$
100,538Net provision for losses on lending-related commitments


(13,223
)


(5,615
)


(16,937
)Balance at end of period

$
64,763


$
77,986


$
83,601       December 31(In Thousands)

2007


2006Impaired loans with an associated allowance

$
207,421


$
118,127Impaired loans without an associated allowance


126,259



71,360Total impaired loans

$
333,680


$
189,487Allowance for loan losses allocated to impaired loans

$
48,320


$
29,545  87




---



##### 



8. Securities
    December 31, 2007Amortized


Unrealized


Unrealized


Fair(In Thousands)

Cost


Gains


Losses


ValueU.S. Treasury

$
1,055,520


$
43,387


$



$
1,098,907Federal agency


262,314



5,158



152



267,320Mortgage-backed securities


6,610,008



38,529



64,306



6,584,231Asset-backed and corporate debt securities


204,345



516



13,373



191,488States and political subdivisions


382,097



4,282



489



385,890Other


194,024



10,379



982



203,421Total securities

$
8,708,308


$
102,251


$
79,302


$
8,731,257   December 31, 2006Amortized


Unrealized


Unrealized


Fair(In Thousands)

Cost


Gains


Losses


ValueU.S. Treasury

$
1,051,590


$
8,872


$
12,001


$
1,048,461Federal agency


250,054



2,458



1,589



250,923Mortgage-backed securities


5,305,629



41,119



51,919



5,294,829Asset-backed and corporate debt securities


174,829



2,188



20



176,997States and political subdivisions


499,563



7,205



972



505,796Other


221,327



10,834



347



231,814Total securities

$
7,502,992


$
72,676


$
66,848


$
7,508,820       December 31, 2007Less Than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


Unrealized(In Thousands)

Value


Losses


Value


Losses


Value


LossesU.S. Treasury

$



$



$



$



$



$
Federal agency










35,792



152



35,792



152Mortgage-backed securities


1,955,482



26,552



1,589,876



37,754



3,545,358



64,306Asset-backed securities


155,846



13,352



2,638



21



158,484



13,373States and political subdivisions


17,691



101



42,104



388



59,795



489Other


43,859



982











43,859



982Total

$
2,172,878


$
40,987


$
1,670,410


$
38,315


$
3,843,288


$
79,302   88




---



##### 



December 31, 2006Less Than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


Unrealized(In Thousands)

Value


Losses


Value


Losses


Value


LossesU.S. Treasury

$
121,826


$
1,110


$
465,376


$
10,891


$
587,202


$
12,001Federal agency


68,273



97



79,614



1,492



147,887



1,589Mortgage-backed securities


1,286,002



11,328



1,957,546



40,591



3,243,548



51,919Asset-backed securities


7,269



18



377



2



7,646



20States and political subdivisions


4,279



5



57,953



967



62,232



972Other


19,215



191



15,593



156



34,808



347Total

$
1,506,864


$
12,749


$
2,576,459


$
54,099


$
4,083,323


$
66,848     risk-free
    Weighted-1 to 5


5 to 10


After 10





Average(Dollars in Thousands)

Within 1 Year


Years


Years


Years


Total


Yield(a)U.S. Treasury

$
12


$
488,193


$
556,770


$
10,545


$
1,055,520



4.41
%Federal agency


95,688



137,121



11,281



18,224



262,314



4.74
%Mortgage-backed securities


79,851



3,774,969



2,256,415



498,773



6,610,008



5.34
%Asset-backed and corporate debt securities


25,606



73,656



7,163



97,920



204,345



6.24
%States and political subdivisions


57,948



180,660



70,879



72,610



382,097



7.19
%Other


11,610



45,639







136,775



194,024



4.90
%Amortized cost

$
270,715


$
4,700,238


$
2,902,508


$
834,847


$
8,708,308Fair value

$
271,071


$
4,707,446


$
2,922,872


$
829,868


$
8,731,257Weighted-Average
    Yield(a)


5.17
%


5.14
%


5.48
%


5.78
%


5.31
%   (a)
    Yield on debt securities only; equity securities and retained
    interests in securitizations are excluded. 89




---



##### 



9. Trading
    Assets and Liabilities
      December 31(In Thousands)

2007


2006Trading assets:Securities

$
804,547


$
447,031Loans


177,755



213,514Derivative instruments


234,451



118,962Total trading assets

$
1,216,753


$
779,507Trading liabilities:Securities sold short

$
7,876


$
52,122Derivative instruments


202,297



97,585Total trading liabilities

$
210,173


$
149,707    90




---



##### 



For the Calendar Year(In Thousands)

2007


2006


2005Net interest income

$
35,866



$47,555


$
38,492Gains (losses) in noninterest income:Securities and securities sold short


(4,104
)


14,112



(476
)Loans


(7,869
)


(14,888
)


560Derivative instruments


18,936



8,604



38,349Subtotal


6,963



7,828



38,433Total net trading revenue

$
42,829



$55,383


$
76,925   10. Principal
    Investments
    For the Calendar Year(In Thousands)

2007


2006Direct Investments:Carrying value at beginning of period

$
311,218


$
316,974Investments  new fundings


87,807



71,104Returns of capital and write-offs


(21,849
)


(73,571
)Fair value adjustments


9,715



(3,289
)Carrying value at end of period

$
386,891


$
311,218Indirect Investments:Carrying value at beginning of period

$
354,278


$
343,864Investments  new fundings


87,017



88,202Returns of capital and write-offs


(56,681
)


(76,200
)Fair value adjustments


3,960



(1,588
)Carrying value at end of period

$
388,574


$
354,278Total Principal Investments:Carrying value at beginning of period

$
665,496


$
660,838Investments  new fundings


174,824



159,306Returns of capital and write-offs


(78,530
)


(149,771
)Fair value adjustments


13,675



(4,877
)Carrying value at end of period

$
775,465


$
665,496   For the Calendar Year(In Thousands)

2007


2006


2005Principal investment
    revenue(a)

$
27,783


$
29,197


$
28,273Net principal investment
    gains(b)

$
95,524


$
117,882


$
57,156   (a)
    Consists primarily of interest, dividends, and fee income(b)
    Consists primarily of fair value adjustments and realized
    gains and losses on investments 91




---



##### 



11. Goodwill
    and Other Intangible Assets
    January 1,


Goodwill


Impairment


December 31,(In Thousands)

2007


Adjustments(a)


Losses


2007Retail Banking

$
1,501,931


$
1,226,175


$



$
2,728,106Commercial Banking-Regional


1,671,003



409,792







2,080,795Commercial Banking-National


336,897



12,109







349,006Mortgage Banking


76,031



104,685



(180,716
)


Asset Management


230,049



35,951







266,000Parent and Other














Total

$
3,815,911


$
1,788,712


$
(180,716
)

$
5,423,907January 1,


Goodwill


Impairment


December 31,(In Thousands)

2006


Adjustments(a)


Losses


2006Retail Banking

$
1,025,340


$
476,591


$



$
1,501,931Commercial Banking-Regional


1,450,547



220,456







1,671,003Commercial Banking-National


338,097



(1,200
)






336,897Mortgage Banking


62,392



13,639







76,031Asset Management


230,701



(652
)






230,049Parent and Other


206,032



(206,032
)






Total

$
3,313,109


$
502,802


$



$
3,815,911   (a)
    Represents goodwill associated with acquisitions, purchase
    accounting adjustments, as well as the realignment of goodwill
    among segments.       92




---



##### 



(In Thousands)

2007


2006Core deposit intangiblesGross carrying amount

$
475,467


$
239,289Less: accumulated amortization


144,727



85,876Net carrying amount


330,740



153,413Credit card intangiblesGross carrying amount


6,310



7,699Less: accumulated amortization


4,357



2,914Net carrying amount


1,953



4,785Other intangiblesGross carrying amount


78,449



62,183Less: accumulated amortization


55,319



36,733Net carrying amount


23,130



25,450Total finite-lived intangiblesGross carrying amount


560,226



309,171Less: accumulated amortization


204,403



125,523Net carrying amount

$
355,823


$
183,648     12. Servicing
    Assets
    Residential Mortgage Servicing Rights:
     93




---



##### 



For the Calendar Year(In Thousands)

2007


2006Balance at beginning of period

$
2,094,387


$
2,115,715Cumulative effect of change in accounting






26,392Additions:From loans sold with servicing retained


673,086



576,023From acquisitions


42,982



4,741Subtractions from sales of servicing rights






(222,730
)Changes in fair value due to:Time decay and
    payoffs(a)


(344,282
)


(403,969
)Implementation of internal prepayment model






(55,983
)All other changes in valuation inputs or
    assumptions(b)


59,669



54,198Fair value of MSRs at end of period

$
2,525,842


$
2,094,387Unpaid principal balance of loans serviced for others (in
    millions)

$
179,437


$
162,264   (a)
    Represents decrease in MSR value due to passage of time,
    including the impact from both regularly scheduled loan
    principal payments and loans that paid down or paid off during
    the period.(b)
    Represents MSR value change resulting primarily from
    market-driven changes in interest rates.          2007


2006Weighted-average life (in years)


6.1



3.4Weighted-average CPR


16.32
%


29.88
%Spread over forward interest rate swap
    rates(a)


600



Weighted-average discount
    rate(b)


10.14



11.49  (a)
    
    Utilized to discount the servicing cash flows for the months
    of May through December 2007.(b)
    
    Utilized to discount the servicing cash flows for the months
    of January through April 2007 and in 2006. 94




---



##### 



December 312007


2006Weighted-average life (in years)


5.0



5.0Weighted-average CPR


14.21
%


17.66
%Spread over forward interest rate swap rates


579



Weighted-average discount rate






9.77   Commercial Real Estate Servicing Assets:
   95




---



##### 



For the Calendar Year(In Thousands)

2007


2006Commercial real estate servicing assetsBalance at beginning of period

$
146,867


$
138,408Additions:From loans sold with servicing retained


21,738



25,333From assumptions of servicing


276



1,233From purchases of servicing


5,025



3,623Subtractions:Amortization


(25,072
)


(21,501
)Sales


(741
)


(229
)Carrying value before valuation allowance at end of period


148,093



146,867Valuation allowanceBalance at beginning of period


(957
)


(1,075
)Impairment (charges) recoveries


(35
)


118Balance at end of period


(992
)


(957
)Net carrying value of servicing assets at end of period

$
147,101


$
145,910Unpaid principal balance of commercial real estate loans
    serviced for others (in millions)

$
17,818


$
16,701Fair value of servicing assets:Beginning of period

$
188,716


$
163,182End of period


183,342



188,716     December 312007

2006Weighted-average life (in years)


8.1



8.3Weighted-average discount rate


13.13
%


13.31
%   Other Consumer Loans:
 96




---



##### 



Contractual Servicing Fees:
  For the Calendar Year(In Thousands)

2007


2006


2005Residential real estate

$
534,975


$
625,007


$
533,291Credit card


99,041



110,105



78,105Commercial real estate


37,365



31,696



25,843Automobile


19,641



35,894



11,478Home equity lines of credit


53,807



26,957



746Home equity loans


15,162



3,838



Total contractual servicing fees

$
759,991


$
833,497


$
649,463   13.
    Properties and
    Equipment    December 31(In Thousands)

2007


2006Land

$
378,133


$
245,249Buildings and leasehold improvements


1,352,497



1,074,422Equipment


1,152,903



1,058,0342,883,533



2,377,705Less accumulated depreciation and amortization


1,176,046



975,555Net properties and equipment

$
1,707,487


$
1,402,150    97




---



##### 



14.
    Federal Funds
    Borrowed and Security Repurchase Agreements    (Dollars in Thousands)

2007


2006


2005Balance at December 31:Federal funds borrowed

$
1,215,640


$
1,526,807


$
3,101,648Security repurchase agreements


3,884,545



3,757,190



3,397,606Maximum outstanding at any month end:Federal funds borrowed


5,322,681



4,824,432



6,887,983Security repurchase agreements


4,632,773



3,877,339



3,697,789Daily average amount outstanding:Federal funds borrowed


1,894,168



2,885,996



4,021,248Security repurchase agreements


4,133,423



3,486,526



3,316,941Weighted daily average interest rate:Federal funds borrowed


5.18
%


5.08
%


3.34
%Security repurchase agreements


4.22



3.96



2.28Weighted daily interest rate for amounts outstanding at December
    31:Federal funds borrowed


3.58
%


5.09
%


4.06
%Security repurchase agreements


3.54



4.40



3.05     15.
    Borrowed
    Funds    December 31(In Thousands)

2007


2006Commercial paper

$
1,170,581


$
811,842U.S. Treasury notes


500,000



433,829Other


384,482



403,296Total borrowed funds

$
2,055,063


$
1,648,967Weighted-average rate


4.30
%


4.96
%      98




---



##### 



16.
    Long-Term
    Debt    December 31(In Thousands)

2007


20063.20% senior notes due 2008

$
297,907


$
291,7643.125% senior notes due 2009


194,489



190,8985.75% subordinated notes due 2009


302,419



302,550Variable-rate senior note due 2009


600,000



Variable-rate senior note due 2010


301,461



299,9084.90% senior notes due 2015


395,564



389,6746.875% subordinated notes due 2019


776,672



764,0528.375% senior note redeemed 2007






69,960Total holding company


2,868,512



2,308,806Senior bank notes


13,061,382



18,580,239Federal Home Loan Bank advances


6,256,186



1,998,9237.25% subordinated notes due 2010


235,473



239,0526.30% subordinated notes due 2011


212,955



208,0657.25% subordinated notes due 2011


201,145



197,9336.25% subordinated notes due 2011


307,131



310,2146.20% subordinated notes due 2011


518,893



507,8924.63% subordinated notes due 2013


295,041



295,3265.25% subordinated notes due 2016


239,348



244,697Variable-rate subordinated notes due 2016


249,615



249,486Variable-rate subordinated notes due 2017


523,110



5.80% subordinated notes due 2017


442,651



4.25% subordinated notes due 2018


225,530



224,354Repurchase agreements


320,911



Secured debt financings


25,911



31,067Other


8,659



10,917Total subsidiaries


23,123,941



23,098,165Total long-term debt

$
25,992,453


$
25,406,971      99




---



##### 



Weighted-Average


Weighted-Average(Dollars in Thousands)

Par Value


Contractual Rate


Effective RateSenior bank notes

$
13,065,727



4.86
%


4.93
%FHLB advances


6,237,781



4.89



5.17Subordinated notes


4,425,000



5.95



5.68Senior notes


1,800,000



4.48



4.61Repurchase agreements


325,000



4.47



4.78Secured debt financings


25,911



6.60



6.60Other


8,659



6.20



6.20Total long-term debt

$
25,888,078



5.02
%


5.01
%            100




---



##### 



17.
    Junior
    Subordinated Debentures Owed to Unconsolidated Subsidiary Trusts
    and Corporation-Obligated Mandatorily Redeemable Capital
    Securities of Subsidiary Trusts Holding Solely Debentures of the
    Corporation     101




---



##### 



December 31(In Thousands)

2007


20066.625% junior subordinated debentures owed to National City
    Capital Trust II due November 15, 2036

$
753,947


$
752,6816.625% junior subordinated debentures owed to National City
    Capital Trust III due
    May 25, 2047


499,017



8.000% junior subordinated debentures owed to National City
    Capital Trust IV due September 15, 2047


520,697



Variable-rate junior subordinated debentures owed to MAF Bancorp
    Capital Trust II due September 15, 2035


38,065



Variable-rate junior subordinated debentures owed to MAF Bancorp
    Capital Trust I due June 15, 2035


32,609



Variable-rate junior subordinated debentures owed to Fidelity
    Capital Trust III due November 23, 2034


32,010



Variable-rate junior subordinated debentures owed to Fidelity
    Capital Trust II due  January 23, 2034


23,338



8.12% junior subordinated debentures owed to First of America
    Capital Trust I redeemed January 31, 2007






154,6409.85% junior subordinated debentures owed to Fort Wayne
    Capital Trust I redeemed April 15, 2007






30,928Variable-rate junior subordinated debentures owed to Banc
    Services Corp. Statutory Trust I redeemed June 26, 2007






7,317Variable-rate junior subordinated debentures owed to Forbes
    First Financial Statutory Trust I redeemed June 26,
    2007






3,139Total junior subordinated debentures owed to unconsolidated
    subsidiary trusts

$
1,899,683


$
948,705    102




---



##### 



First Call DateFidelity Capital Trust II


January 23, 2009Fidelity Capital Trust III


November 23, 2009MAF Capital Bancorp Trust I


June 15, 2010MAF Capital Bancorp Trust II


September 15, 2010National City Capital Trust II


November 15, 2011National City Capital Trust III


May 25, 2012National City Capital Trust IV


August 30, 2012       18.
    Regulatory
    Restrictions and Capital Ratios   103




---



##### 



2007


2006(Dollars in Thousands)

Amount


Ratio


Amount


RatioTotal equity/assets

$
13,407,828



8.92
%

$
14,581,003



10.40
%Total common equity/assets


13,407,828



8.92



14,581,003



10.40Tangible common equity/tangible assets


7,628,098



5.28



10,581,444



7.77Tier 1 capital


9,366,935



6.53



11,534,600



8.93Total risk-based capital


14,728,763



10.27



15,704,502



12.16Leverage


9,366,935



6.39



11,534,600



8.56         risk-weighted
               104




---



##### 



19.
    Stockholders
    Equity  Common Stock Warrant:
  Preferred Stock:
    Common Stock Repurchases:
   105




---



##### 



Preferred Securities of Subsidiaries:
 106




---



##### 



Other Comprehensive Income:
  For the Calendar Year(In Thousands)

2007


2006


2005Accumulated unrealized gains (losses) on securities available
    for sale at January 1, net of tax

$
3,938


$
(4,018
)

$
107,193Net unrealized gains (losses) for the period, net of tax expense
    (benefit) of $13,341 in 2007, $4,115 in 2006, and $(49,316) in
    2005


24,776



7,642



(91,586
)Reclassification adjustment for (gains) losses included in net
    income net of tax expense (benefit) of $7,636 in 2007, $(169) in
    2006, and $7,463 in 2005


(14,180
)


314



(19,625
)Effect on other comprehensive income for the period


10,596



7,956



(111,211
)Accumulated unrealized gains (losses) on securities available
    for sale at December 31, net of tax

$
14,534


$
3,938


$
(4,018
)Accumulated unrealized (losses) gains on derivatives used in
    cash flow hedging relationships at January 1, net of tax

$
(3,505
)

$
15,883


$
(6,605
)Net unrealized gains for the period, net of tax expense of
    $39,452 in 2007, $4,227 in 2006, and $16,849 in 2005


73,268



7,850



31,291Reclassification adjustment for losses (gains) included in net
    income, net of tax (benefit) expense of $(69) in 2007, $14,666
    in 2006, and $4,740 in 2005


128



(27,238
)


(8,803
)Effect on other comprehensive income for the period


73,396



(19,388
)


22,488Accumulated unrealized gains (losses) on derivatives used in
    cash flow hedging relationships at December 31, net of tax

$
69,891


$
(3,505
)

$
15,883Accumulated unrealized losses for pension and other
    postretirement obligations at January 1, net of tax

$
(71,347
)

$



$
Net unrealized losses of prior service costs for the period, net
    of tax
    benefit of $2,854


(4,859
)






Net unrealized gains for the period, net of tax expense of
    $48,710


82,938







Amortization of prior service costs included in net periodic
    benefit, net of tax benefit of $1,319 in 2007


(2,300
)






Amortization of transition obligation included in net periodic
    benefit, net of tax expense of $295 in 2007


514







Amortization of net loss included in net periodic benefit, net
    of tax expense of $1,257 in 2007


2,193







Effect on other comprehensive income for the period


78,486







Prior service costs, net of tax expense of $5,974 in 2006






10,506



Transition obligation, net of tax benefit of $1,210 in 2006






(2,128
)


Net loss, net of tax benefit of $45,333 in 2006






(79,725
)


Cumulative effect of change in accounting for pensions and other
    postretirement liabilities






(71,347
)


Accumulated unrealized gains (losses) for pension and other
    postretirement obligations at December 31, net of tax

$
7,139


$
(71,347
)

$
Accumulated other comprehensive (loss) income at January 1,
    net of tax

$
(70,914
)

$
11,865


$
100,588Other comprehensive income (loss), net of tax


162,478



(11,432
)


(88,723
)Cumulative effect of change in accounting for pensions and
    other
    postretirement liabilities






(71,347
)


Accumulated other comprehensive income (loss) at
    December 31, net of tax

$
91,564


$
(70,914
)

$
11,865  107




---



##### 



20.
    Net Income Per
    Common Share    For the Calendar Year(Dollars in Thousands, Except Per
    Share Amounts)

2007


2006


2005BasicNet income

$
313,975


$
2,299,836


$
1,985,229Less preferred dividends


1,794



1,704



1,616Net income applicable to common stock

$
312,181


$
2,298,132


$
1,983,613Average common shares outstanding


607,106,057



609,395,710



633,431,660Less average unallocated ESOP shares


717,291



79,640



Average common shares outstanding  basic


606,388,766



609,316,070



633,431,660Net income per common share  basic

$
.51


$
3.77


$
3.13DilutedNet income

$
313,975


$
2,299,836


$
1,985,229Average common shares outstanding  basic


606,388,766



609,316,070



633,431,660Stock awards


4,726,352



7,233,896



6,679,651Convertible preferred stock


1,121,541



1,121,541



1,121,541Forward contracts










368,117Average common shares outstanding  diluted


612,236,659



617,671,507



641,600,969Net income per common share  diluted

$
.51


$
3.72


$
3.09        108




---



##### 



21.
    Income
    Taxes    For the Calendar Year(In Thousands)

2007


2006


2005Current:Federal

$
428,881


$
1,031,632


$
617,351State


33,224



51,416



14,425Total current


462,105



1,083,048



631,776Deferred:Federal


(362,375
)


43,402



341,551State


(43,028
)


(3,650
)


6,860Total deferred


(405,403
)


39,752



348,411Income tax expense

$
56,702


$
1,122,800


$
980,187Income tax expense applicable to securities transactions

$
7,636


$
(169
)

$
7,493     For the Calendar Year2007


2006


2005Statutory Federal tax rate


35.0
%


35.0
%


35.0
%Life insurance


(7.9
)


(0.8
)


(0.9
)Tax-exempt income


(4.5
)


(0.5
)


(0.7
)State taxes


(1.6
)


0.9



0.5Tax credits


(18.7
)


(1.5
)


(1.7
)Goodwill impairment


12.2







Other


0.8



(0.3
)


0.9Effective tax rate


15.3
%


32.8
%


33.1
%  109




---



##### 



(In Thousands)

2007


2006Deferred tax liabilities:Mortgage servicing rights

$
818,592


$
641,499Leases and equipment leased to others


352,789



456,309Properties and equipment


107,680



58,881Deferred loan fees


72,975



94,868Unrealized gains on securities & loans available or
    held for sale


31,270



3,098State income taxes






20,113Intangibles


113,330



63,288Other, net


104,415



99,248Total deferred tax liabilities


1,601,051



1,437,304Deferred tax assets:Allowance for loan losses


723,009



448,015Deferred compensation accrual


116,050



115,256Repurchase and indemnification reserves


191,586



62,620Employee benefit accruals


87,832



89,092State income taxes


22,702



Retained interests


14,516



19,273Net operating loss carryforwards


10,578



9,741Other, net


207,327



145,200Gross deferred tax assets


1,373,600



889,197Less: valuation allowance


(9,735
)


(4,992
)Total deferred tax assets, net


1,363,865



884,205Net deferred tax liability

$
237,186


$
553,099        110




---



##### 



Accounting for Uncertainty in Income Taxes,
  (In Thousands)

2007Balance at January 1, 2007

$
184,107Additions:Positions taken during the current year


1,712Positions taken during a prior period


25,612Obtained in acquisitions


11,480Translation adjustments


107Reductions:Positions taken during the current year


(345
)Positions taken during a prior period


(7,995
)Decreases related to settlements with taxing authorities


(723
)Reductions resulting from lapse of statutes of limitation


(4,951
)Balance at December 31, 2007

$
209,004     22.
    Commitments,
    Contingent Liabilities, Guarantees, and Related Party
    Transactions  Commitments:
  December 31(In thousands)

2007


2006Commitments to extend credit:Revolving home equity and credit card lines

$
35,803,302


$
34,286,346Commercial


28,231,694



24,851,485Residential real estate


7,218,115



9,506,648Other


607,390



1,047,439Standby letters of credit


5,371,844



5,265,929Commercial letters of credit


326,607



338,110Net commitments to sell mortgage loans and mortgage-backed
    securities


2,500,026



3,480,387Net commitments to sell commercial real estate loans


625,949



376,375Commitments to fund civic and community investments


717,400



607,190Commitments to fund principal investments


357,101



282,407Commitments to purchase beneficial interests in securitized
    automobile loans


283,012



573,152    111




---



##### 



112




---



##### 



Contingent Liabilities and Guarantees:
    For the Calendar Year(In Millions)

2007


2006(a)


2005(b)Total loans sold

$
47,524


$
70,897


$
72,134Total loans repurchased or indemnified


563



479



331Losses incurred


140



115



90  (a)
    
    Included $25.6 billion of loans sold, $260 million
    of loans repurchased or indemnified, and $59 million of
    losses incurred related to the First Franklin unit.(b)
    
    Included $20.8 billion of loans sold, $61 million
    of loans repurchased or indemnified, and $29 million of
    losses incurred related to the First Franklin unit.     113




---



##### 



lender-paid
  loss-sharing
     114




---



##### 



Litigation:
   115




---



##### 



® ®
         116




---



##### 



23.
    Stock Options and
    Awards    Stock Options:
    For the Calendar Year2007


2006


2005Expected volatility


24.0
%


19.8
%


20.3
%Expected dividend yield


4.0



4.3



4.2Risk-free interest rate


4.1



4.0



3.9Expected term (in years)


6



6



6    117




---



##### 



Weighted-AverageWeighted-


RemainingAverage


Contractual


AggregateExercise


Term


Intrinsic ValueShares


Price


(in years)


(In thousands)Outstanding at January 1, 2007


43,014,406


$
31.36Acquisition


5,303,419



17.29Granted


7,635,514



22.02Exercised


(7,858,192
)


26.47Forfeited or expired


(1,902,046
)


34.49Outstanding at December 31, 2007


46,193,101


$
28.90



4.9


$
3,988Exercisable at December 31, 2007


36,093,243


$
29.90



3.8


$
3,988Outstanding at January 1, 2006


50,135,498


$
30.72Acquisition


738,314



14.37Granted


2,625,784



36.58Exercised


(9,576,897
)


27.76Forfeited or expired


(908,293
)


35.17Outstanding at December 31, 2006


43,014,406


$
31.36



4.7


$
227,298Exercisable at December 31, 2006


36,402,595


$
30.59



4.1


$
220,992Outstanding at January 1, 2005


54,700,740


$
29.83Granted


2,914,859



35.30Exercised


(6,553,014
)


24.95Forfeited or expired


(927,087
)


33.48Outstanding at December 31, 2005


50,135,498


$
30.72



5.1


$
174,941Exercisable at December 31, 2005


41,662,765


$
29.83



4.3


$
174,916   Restricted Shares:
 118




---



##### 



2007


2006


2005Weighted-





Weighted-





Weighted-Average





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueNonvested at January 1


7,344,918


$
34.96



6,452,193


$
33.74



4,838,125


$
33.10Granted


2,879,400



22.77



2,496,784



36.50



2,626,357



34.79Vested


(1,426,695
)


33.17



(1,033,190
)


31.47



(682,971
)


32.43Forfeited


(461,473
)


34.96



(570,869
)


34.29



(329,318
)


33.80Nonvested at December 31


8,336,150


$
31.03



7,344,918


$
34.96



6,452,193


$
33.74     24.
    Pension and Other
    Postretirement Benefit Plans  Defined Benefit Plans:
          Percentage of Plan AssetsAsset Category

2007


2006Equity securities


80
%


81
%Debt securities


9



9Cash and cash equivalents


11



10Total


100
%


100
%    119




---



##### 



Pension


Supplemental


OtherBenefits


Pension Benefits


Postretirement Benefits(In Thousands)

2007


2006


2007


2006


2007


2006Change in Benefit ObligationBenefit obligation at beginning of measurement
    period

$
1,644,764


$
1,544,144


$
136,454


$
134,568


$
144,585Service cost


59,554



58,127



1,872



1,590



1,520



1,776Interest cost


97,718



89,437



9,060



7,856



8,355



8,523Participant contributions


















2,804



15,986Plan amendments


3,751















184



(9,743
)Acquisitions


24,765







56,287







468



Actuarial (gains) losses


(46,609
)


29,174



(287
)


2,437



(14,347
)


(7,431
)Benefits paid


(89,207
)


(76,118
)


(58,532
)


(9,997
)


(11,330
)


(23,758
)Benefit obligation at end of measurement period

$
1,694,736


$
1,644,764


$
144,854


$
136,454


$
132,239


$
144,585Change in Fair Value of
    Plan AssetsFair value at beginning of measurement period

$
1,881,470


$
1,725,560


$



$



$



$
Actual return on plan assets


224,338



235,301















Employer contribution










58,532



9,997



8,526



7,772Participant contributions


















2,804



15,986Expenses paid


(5,234
)


(3,273
)














Acquisitions


31,598



















Benefits paid


(89,207
)


(76,118
)


(58,532
)


(9,997
)


(11,330
)


(23,758
)Fair value at end of measurement period

$
2,042,965


$
1,881,470


$



$



$



$
Funded status at end of measurement period

$
348,229


$
236,706


$
(144,854
)

$
(136,454
)

$
(132,239
)

$
(144,585
)  120




---



##### 



Pension


Supplemental


OtherBenefits


Pension Benefits


Postretirement Benefits(In Thousands)

2007


2006


2007


2006


2007


2006Funded status at end of measurement period

$
348,229


$
236,706


$
(144,854
)

$
(136,454
)

$
(132,239
)

$
(144,585
)Unrecognized costs


(4,755
)






4,151











Benefits paid










(703
)


2,051



1,445



1,588Acquisition


(9,741
)






(2,236
)


(1,908
)






(573
)Accrued income and other assets/ (accrued expenses and other
    liabilities) at year end

$
333,733


$
236,706


$
(143,642
)

$
(136,311
)

$
(130,794
)

$
(143,570
)       Pension Benefits

Supplemental Pension Benefits

Other Postretirement Benefits2007

2006

2007

2006

2007

2006Discount rate


6.25
%


6.00
%


6.25
%


6.00
%


6.25
%


6.00
%Rate of compensation increase


2.757.50



2.757.50



5.00



5.00



2.757.50



2.757.50     2007


2006Health care cost trend rate for next year


9
%


10
%Rate to which the cost trend rate is assumed to decline
    (ultimate trend rate)


4



5Year the rates reach the ultimate trend rate


2012



2012       (In Thousands)

1-Percentage Point Increase

1-Percentage Point DecreaseEffect on total of service and interest cost

$
235


$
(205
)Effect on postretirement benefit obligation


3,390



(2,961
)  121




---



##### 



(In Thousands)

2007


2006


2005Pension BenefitsService cost

$
59,554


$
58,127


$
59,540Interest cost


97,718



89,437



85,171Expected return on plan assets


(154,879
)


(138,728
)


(137,991
)Amortization of prior service cost


(4,755
)


(4,755
)


(4,755
)Recognized net actuarial loss


(209
)


456



739Net periodic (income) cost

$
(2,571
)

$
4,537


$
2,704Supplemental Pension BenefitsService cost

$
1,872


$
1,590


$
1,427Interest cost


9,060



7,856



7,841Amortization of prior service cost


977



1,330



1,984Recognized net actuarial loss


8,582



3,587



4,902Net periodic cost

$
20,491


$
14,363


$
16,154Other Postretirement BenefitsService cost

$
1,520


$
1,776


$
3,384Interest cost


8,355



8,523



8,931Amortization of prior service cost


159



188



95Transition obligation


808



907



1,402Recognized net actuarial loss


276



573



979Curtailment gain






(5,194
)


Net periodic cost

$
11,118


$
6,773


$
14,791     Pension


Supplemental


OtherBenefits


Pension Benefits


Postretirement Benefits2007


2006


2007


2006


2007


2006Weighted-Average AssumptionsDiscount rate


6.00
%


6.00
%


6.00
%


6.00
%


6.00
%


6.00
%Rate of compensation increase


2.75-7.50



2.75-7.50



5.00



5.00



2.75-7.50



2.75-7.50Expected long-term return on plan assets


8.50



8.50















      122




---



##### 



OtherPension


Supplemental


Postretirement


Total(In Millions)

Benefits


Pension Benefits


Benefits


Benefits2008

$
85


$
21


$
10


$
1162009


89



14



10



1132010


91



14



11



1162011


94



13



11



1182012


100



13



11



1242013  2017


574



59



55



688       Pension


Supplemental


Postretirement(In Thousands)

Benefits


Pension Benefits


Benefits


TotalPrior service cost

$
(5,208
)

$
958


$
903


$
(3,347
)Transition obligation










1,614



1,614Net loss


(18,922
)


13,642



(126
)


(5,406
)Total

$
(24,130
)

$
14,600


$
2,391


$
(7,139
)     Pension


Supplemental


Postretirement(In Thousands)

Benefits


Pension Benefits


Benefits


TotalPrior service cost

$
(13,590
)

$
2,195


$
889


$
(10,506
)Transition obligation










2,128



2,128Net loss


50,773



19,955



8,997



79,725Total

$
37,183


$
22,150


$
12,014


$
71,347     Pension


Supplemental


Postretirement(In Thousands)

Benefits


Pension Benefits


Benefits


TotalPrior service cost

$
(3,698
)

$
965


$
227


$
(2,506
)Transition obligation










808



808Net loss






1,932







1,932Total

$
(3,698
)

$
2,897


$
1,035


$
234   Defined Contribution Plans:
   123




---



##### 



25.
    Derivative
    Instruments and Hedging Activities           124




---



##### 



Fair Value Hedges:
      Cash Flow Hedges: variable-rate
    after-tax
 125




---



##### 



December 31(In Millions)

2007


2006Fair Value HedgesCommercial loansReceive-fixed interest rate swaps

$
60


$
112Pay-fixed interest rate swaps


2,318



2,712Interest rate caps sold


50



150Interest rate floors sold


100



100Interest rate collars purchased


5



5Interest rate futures purchased


1,587



2,204Interest rate futures sold


1,937



2,595Total


6,057



7,878Mortgage loans held for saleNet forward commitments to sell mortgage loans and
    mortgage-backed securities


1,283



1,855Receive-fixed interest rate swaps


400



1,775Receive-fixed interest rate swaptions purchased


600



Pay-fixed interest rate swaps






550Pay-fixed interest rate swaptions purchased


650



Interest rate caps purchased






500Interest rate floors purchased






500Total


2,933



5,180Commercial real estate loans held for saleForward commitments to sell commercial real estate loans


244



136Interest rate futures purchased


8



Receive-fixed interest rate swaps


108



Total


360



136FundingReceive-fixed interest rate swaps


4,116



7,991Callable receive-fixed interest rate swaps


3,154



2,706Total


7,270



10,697Total notional of derivatives used in fair value hedges


16,620



23,891Cash Flow HedgesCommercial loansInterest rate floors purchased


13,800



FundingPay-fixed interest rate swaps






170Interest rate caps purchased


300



300Total


300



470Total notional of derivatives used in cash flow hedges


14,100



470Total notional of derivatives designated in SFAS 133
    relationships

$
30,720


$
24,361  126




---



##### 



December 312007


2006(In Millions)

Asset


Liability


Asset


LiabilityFair Value HedgesCommercial loansReceive-fixed interest rate swaps

$
.7


$



$
1.0


$
.3Pay-fixed interest rate swaps


3.5



30.3



33.3



10.3Interest rate collars purchased






.3







.2Total


4.2



30.6



34.3



10.8Mortgage loans held for saleNet forward commitments to sell mortgage loans and
    mortgage-backed securities


.6



11.6



6.0



11.8Receive-fixed interest rate swaps


10.2







12.0



27.7Receive-fixed interest rate swaptions purchased


17.6











Pay-fixed interest rate swaps














6.8Pay-fixed interest rate swaptions purchased


2.6











Interest rate floors purchased










1.8



Total


31.0



11.6



19.8



46.3Commercial real estate loans held for saleForward commitments to sell commercial real estate loans






3.6



.2



1.3Receive-fixed interest rate swaps


1.5



5.8







Total


1.5



9.4



.2



1.3FundingReceive-fixed interest rate swaps


140.1



1.5



112.1



115.8Callable receive-fixed interest rate swaps


.2



61.6







87.5Total


140.3



63.1



112.1



203.3Total fair value of derivatives used in fair value hedges


177.0



114.7



166.4



261.7Cash Flow HedgesCommercial loansInterest rate floors purchased


168.1











FundingPay-fixed interest rate swaps














.9Interest rate caps purchased






.7



.1



Total






.7



.1



.9Total fair value of derivatives used in cash flow hedges


168.1



.7



.1



.9Total fair value of derivatives designated in SFAS 133
    relationships

$
345.1


$
115.4


$
166.5


$
262.6  127




---



##### 



For the Calendar Year(In Millions)

2007


2006


2005Fair Value HedgesCommercial loans

$
(8.7
)

$
6.2


$
21.9Mortgage loans held for sale


9.0



(.6
)


6.7Commercial real estate loans held for sale


(.5
)






Mortgage servicing rights










30.5Commercial loans










Funding


3.0



(1.3
)


.5Total fair value hedge gain


2.8



4.3



59.6Cash Flow HedgesFunding


(.1
)






(.3
)Total cash flow hedge loss


(.1
)






(.3
)Net ineffective hedge gain on SFAS 133 hedge
    strategies

$
2.7


$
4.3


$
59.3   Other Derivative Activities:
    December 31(In Millions)

2007


2006Net forward commitments to purchase mortgage loans and
    mortgage-backed securities

$
8,430


$
4,300Basis swaps


178



Receive-fixed interest rate swaps


4,310



5,570Receive-fixed interest rate swaptions purchased


6,150



7,300Receive-fixed interest rate swaptions sold






3,000Pay-fixed interest rate swaps


3,820



1,930Pay-fixed interest rate swaptions purchased


2,150



2,550Pay-fixed interest rate swaptions sold






2,000Principal-only interest rate swaps






396Interest rate caps purchased


5,750



2,500Interest rate floors purchased


5,500



14,200Interest rate futures purchased






1,410Total derivative instruments used for MSR risk management

$
36,288


$
45,156  128




---



##### 



December 312007


2006(In Millions)

Asset


Liability


Asset


LiabilityNet forward commitments to purchase mortgage loans and
    mortgage-backed securities

$



$
72.6


$



$
22.2Basis swaps






2.1







Receive-fixed interest rate swaps


80.9



13.7



12.9



124.0Receive-fixed interest rate swaptions purchased


204.8







58.9



Receive-fixed interest rate swaptions sold














43.9Pay-fixed interest rate swaps


.8



170.6







80.0Pay-fixed interest rate swaptions purchased


55.7







31.9



Pay-fixed interest rate swaptions sold














39.1Principal-only interest rate swaps














6.2Interest rate caps purchased


24.1











Interest rate floors purchased


38.3







86.1



Fair value of derivative instruments used for MSR risk
    management

$
404.6


$
259.0


$
189.8


$
315.4       December 31(In Millions)

2007


2006Loan sale and servicing risk management:Mortgage servicing rights

$
145.6


$
(125.6
)Mortgage and commercial real estate loans and loan commitments


3.8



17.0Total loan sale and servicing


149.4



(108.6
)Trading derivatives:Customer risk management


34.2



29.6Other


(2.0
)


(8.2
)Total trading


32.2



21.4Used for other risk management purposes


11.4



78.4Total net asset (liability) on derivatives not designated in
    SFAS 133 hedge relationships

$
193.0


$
(8.8
)    129




---



##### 



For the Calendar Year(In Millions)

2007


2006


2005Loan sale and servicing risk management:Mortgage servicing rights

$
(22.3
)

$
(297.4
)

$
166.1Mortgage and commercial real estate loans and loan commitments


(12.3
)


37.7



52.0Total loan sale and servicing


(34.6
)


(259.7
)


218.1Trading derivatives:Customer risk management


18.6



15.4



17.4Other


.3



(6.8
)


20.9Total trading


18.9



8.6



38.3Used for other risk management purposes


(13.5
)


(20.1
)


3.4Total net (loss) gain on derivatives not designated in
    SFAS 133 relationships

$
(29.2
)

$
(271.2
)

$
259.8   26.
    Fair Value of
    Financial Instruments      2007


2006Carrying


Fair


Carrying


Fair(In Millions)

Value


Value


Value


ValueFinancial AssetsCash and cash equivalents

$
5,342


$
5,342


$
11,399


$
11,399Loans held for sale or securitization


4,290



4,302



12,853



12,955Loans, net of allowance for loan losses


114,260



114,899



94,361



95,542Securities


8,731



8,731



7,509



7,509Derivative assets


1,031



1,031



613



613Other


1,603



1,603



1,161



1,161Financial LiabilitiesDeposits

$
(97,555
)

$
(93,019
)

$
(87,234
)

$
(82,805
)Short-term borrowings


(7,155
)


(7,161
)


(6,933
)


(6,949
)Long-term debt


(27,892
)


(27,076
)


(26,356
)


(26,928
)Derivative liabilities


(608
)


(608
)


(718
)


(718
)Other


(345
)


(345
)


(395
)


(395
)Other Financial InstrumentsCommitments to extend credit

$
(74
)

$
(74
)

$
(93
)

$
(93
)Standby and commercial letters of credit


(34
)


(34
)


(38
)


(38
)  130




---



##### 



Cash and Cash Equivalents:
  Loans and Loans Held for Sale or Securitization:
  Securities:
  Derivative Assets and Liabilities:
  Deposits:
  Short-Term Borrowings:
  Long-Term Debt:
  Other Financial Instruments: off-balance
  27.
    Line of Business
    Results     131




---



##### 



interest-rate
  nine-state
  nine-state
      ®
 132




---



##### 



Form 10-K.
  Commercial


CommercialRetail


Banking-


Banking-


Mortgage


Asset


Parent and


Consolidated(In Thousands)

Banking


Regional


National


Banking


Management


Other(b)


Total2007Net interest income
    (expense)(a)

$
2,304,278


$
1,098,531


$
473,919


$
663,445


$
138,932


$
(254,371
)

$
4,424,734Provision for loan losses


289,104



133,986



59,411



579,408



12,188



251,806



1,325,903Net interest income (expense) after provision


2,015,174



964,545



414,508



84,037



126,744



(506,177
)


3,098,831Noninterest income


1,188,740



233,603



472,267



210,895



376,327



124,329



2,606,161Noninterest expense


2,020,242



546,514



432,050



1,086,274



342,557



877,677



5,305,314Income (loss) before taxes


1,183,672



651,634



454,725



(791,342
)


160,514



(1,259,525
)


399,678Income tax expense
    (benefit)(a)


467,926



249,091



168,692



(249,994
)


60,674



(610,686
)


85,703Net income (loss)

$
715,746


$
402,543


$
286,033


$
(541,348
)

$
99,840


$
(648,839
)

$
313,975Intersegment revenue (expense)

$
(2,490
)

$
(1,439
)

$
45,873


$
(18,724
)

$
9,625


$
(32,845
)

$
Average assets (in millions)


29,307



36,417



17,676



31,537



4,132



24,490



143,5592006Net interest
    income(a)

$
1,996,135


$
1,075,533


$
455,705


$
607,311


$
129,614


$
369,422


$
4,633,720Provision for loan losses


182,565



68,311



3,453



74,566



3,394



155,919



488,208Net interest income after provision


1,813,570



1,007,222



452,252



532,745



126,220



213,503



4,145,512Noninterest income


1,059,899



222,444



524,852



365,310



352,558



1,493,902



4,018,965Noninterest expense


1,732,653



513,245



406,194



804,889



321,547



933,196



4,711,724Income before taxes


1,140,816



716,421



570,910



93,166



157,231



774,209



3,452,753Income tax
    expense(a)


440,345



273,804



198,604



35,163



59,433



145,568



1,152,917Net income

$
700,471


$
442,617


$
372,306


$
58,003


$
97,798


$
628,641


$
2,299,836Intersegment revenue (expense)

$
(2,402
)

$
1,232


$
33,873


$
4,292


$
6,685


$
(43,680
)

$
Average assets (in millions)


24,680



32,884



15,531



25,845



3,747



35,991



138,6782005Net interest
    income(a)

$
1,906,022


$
1,034,101


$
451,731


$
720,132


$
118,365


$
496,123


$
4,726,474Provision (benefit) for loan losses


251,714



(10,538
)


2,446



58,044



7,635



(8,770
)


300,531Net interest income after provision


1,654,308



1,044,639



449,285



662,088



110,730



504,893



4,425,943Noninterest income


955,326



216,081



385,010



832,738



343,997



571,167



3,304,319Noninterest expense


1,607,281



473,840



330,097



843,139



326,003



1,153,760



4,734,120Income (loss) before taxes


1,002,353



786,880



504,198



651,687



128,724



(77,700
)


2,996,142Income tax expense
    (benefit)(a)


385,980



300,809



187,945



233,187



48,658



(145,666
)


1,010,913Net income

$
616,373


$
486,071


$
316,253


$
418,500


$
80,066


$
67,966


$
1,985,229Intersegment revenue (expense)

$
(3,332
)

$
1,502


$
27,712


$
5,001


$
6,042


$
(36,925
)

$
Average assets (in millions)


23,944



31,372



13,368



28,581



3,431



40,860



141,556  (a)
    
    Includes tax-equivalent adjustment for tax-exempt interest
    income.(b)
    
    Includes after-tax gains on sale of $622 million for
    First Franklin in 2006.   133




---



##### 



28.
    Financial Holding
    Company    Balance SheetsDecember 31(In Thousands)

2007


2006AssetsCash and demand balances due from banks

$
1,279,310


$
1,315,479Loans to and receivables from subsidiaries


1,109,582



3,048,331Securities


205,573



219,952Other investments


13,272



192,398Investments in:Subsidiary banks


15,026,150



12,735,292Nonbank subsidiaries


583,645



346,770Goodwill


121,670



117,471Derivative assets


81,723



67,632Other assets


914,572



705,035Total Assets

$
19,335,497


$
18,748,360Liabilities and Stockholders EquityLong-term debt

$
2,868,512


$
2,308,802Borrowed funds from subsidiaries


1,899,683



948,705Derivative liabilities


23,847



39,858Indemnification liabilities


291,680



Accrued expenses and other liabilities


843,947



869,992Total liabilities


5,927,669



4,167,357Stockholders equity


13,407,828



14,581,003Total Liabilities and Stockholders Equity

$
19,335,497


$
18,748,360   ® ®
  134




---



##### 



Statements of IncomeFor the Calendar Year(In Thousands)

2007


2006


2005IncomeDividends from:Subsidiary banks

$
950,000


$
1,975,000


$
1,225,000Nonbank subsidiaries


45



170,468



11,411Interest on loans to subsidiaries


123,693



71,151



47,463Interest and dividends on securities


5,845



8,012



14,651Securities gains, net


957



14,048



20,481Derivative (losses)/gains, net


(2,052
)


16,127



3,459Other income


22,197



47,166



48,083Total Income


1,100,685



2,301,972



1,370,548ExpenseInterest on debt and other borrowings


251,774



158,673



121,793Impairment, fraud, and other losses


13,506



7,783



7,195Other expense


61,520



126,437



117,776Total Expense


326,800



292,893



246,764Income before taxes and equity in undistributed net income of
    subsidiaries


773,885



2,009,079



1,123,784Income tax benefit


(158,517
)


(96,899
)


(32,964
)Income before equity in undistributed net income of subsidiaries


932,402



2,105,978



1,156,748Equity in undistributed net (loss)/income of subsidiaries


(618,427
)


193,858



828,481Net Income

$
313,975


$
2,299,836


$
1,985,229   135




---



##### 



Statements of Cash FlowsFor the Calendar Year(In Thousands)

2007


2006


2005Operating ActivitiesNet income

$
313,975


$
2,299,836


$
1,985,229Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in undistributed net loss/(income) of subsidiaries


618,427



(193,858
)


(828,481
)Gain on sale of operating units










(16,001
)Depreciation and amortization of properties and equipment


2,691



2,691



2,691Decrease (increase) in receivables from subsidiaries


1,732,174



(1,596,319
)


43,886Securities gains, net


(957
)


(14,048
)


(20,481
)Other losses, net


3,384



7,924



35,716Amortization of premiums and discounts on securities and debt


(2,933
)


(8,373
)


(9,510
)(Decrease) increase in accrued expenses and other liabilities


(57,275
)


2,184



(7,751
)Excess tax benefit for share based payments


(17,378
)


(21,261
)


Increase in tax receivable


(154,380
)






Other, net


125,667



53,215



54,603Net cash provided by operating activities


2,563,395



531,991



1,239,901Investing ActivitiesProceeds from sale of operating units










30,226Purchases of securities


(124,691
)


(192,199
)


(305,160
)Proceeds from sales and maturities of securities


140,944



322,048



339,822Net change in other investments


181,619



46,257



(161,628
)Principal collected on loans to subsidiaries


699,720



327,000



750,000Loans to subsidiaries


(446,000
)


(790,000
)


(1,035,000
)Investments in subsidiaries


(272,059
)


(110,443
)


(75,525
)Returns of investment from subsidiaries


509,084



1,700,000



1,436,071Cash paid for acquisitions, net


(513,179
)


(72,520
)


Net cash provided by investing activities


175,438



1,230,143



978,806Financing ActivitiesIssuance of debt


1,594,156



729,710



698,875Repayment of debt


(348,877
)


(283,659
)


(366,860
)Excess tax benefit for share based payments


17,378



21,261



Dividends paid


(984,964
)


(933,532
)


(923,993
)Issuances of common stock


180,018



224,470



282,480Repurchases of common stock


(3,232,713
)


(713,906
)


(1,491,703
)Net cash used in financing activities


(2,775,002
)


(955,656
)


(1,801,201
)(Decrease)/increase in cash and demand balances due from banks


(36,169
)


806,478



417,506Cash and demand balances due from banks, January 1


1,315,479



509,001



91,495Cash and Demand Balances Due from Banks, December 31

$
1,279,310


$
1,315,479


$
509,001Supplemental InformationCash paid for interest

$
242,508


$
158,589


$
118,555Carrying value of securities donated to National City Charitable
    Foundations










24,179Non-Cash capital contributions to bank subsidiary


289,000







Common shares and stock options issued for acquisitions


2,336,353



1,088,031



(10,842
)    136




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##### 



29. Quarterly
    Financial Information (unaudited)
  (Dollars in Millions, Except Per
    Share Amounts)

First


Second


Third


Fourth


Full Year2007Condensed Income StatementInterest income

$
2,211


$
2,247


$
2,353


$
2,374


$
9,185Interest expense


1,100



1,158



1,258



1,273



4,789Net interest income


1,111



1,089



1,095



1,101



4,396Provision for loan losses


122



145



368



691



1,326Noninterest income


620



765



624



597



2,606Noninterest expense


1,156



1,186



1,397



1,566



5,305Income (Loss) before income tax expense


453



523



(46
)


(559
)


371Net income (Loss)


319



347



(19
)


(333
)


314Financial RatiosReturn on average common equity


8.98
%


11.35
%










2.36
%Return on average assets


.94



1.00











.22Net interest margin


3.69



3.59



3.43
%


3.30
%


3.49Efficiency ratio


66.50



63.76



80.89



91.86



75.46Per Common ShareBasic net income
    (loss)(1)

$
.50


$
.60


$
(.03
)

$
(.53
)

$
.51Diluted net
    income(loss)(1)


.50



.60



(.03
)


(.53
)


.51Dividends declared and paid


.39



.39



.41



.41



1.602006Condensed Income StatementInterest income

$
2,145


$
2,236


$
2,290


$
2,263


$
8,934Interest expense


969



1,076



1,148



1,137



4,330Net interest income


1,176



1,160



1,142



1,126



4,604Provision for loan losses


32



62



70



325



489Noninterest
    income(2)


656



784



877



1,702



4,019Noninterest expense


1,144



1,171



1,187



1,209



4,711Income before income tax expense


656



711



762



1,294



3,423Net income


459



473



526



842



2,300Financial RatiosReturn on average common equity


14.91
%


15.08
%


16.45
%


24.93
%


17.98
%Return on average assets


1.33



1.35



1.51



2.44



1.66Net interest margin


3.81



3.73



3.73



3.73



3.75Efficiency ratio


62.18



60.04



58.59



42.64



54.45Per Common ShareBasic net
    income(1)

$
.75


$
.77


$
.87


$
1.37


$
3.77Diluted net
    income(1)


.74



.77



.86



1.36



3.72Dividends declared and paid


.37



.37



.39



.39



1.522005Condensed Income StatementInterest income

$
1,744


$
1,857


$
2,027


$
2,104


$
7,732Interest expense


594



694



827



921



3,036Net interest income


1,150



1,163



1,200



1,183



4,696Provision for loan losses


77



19



68



136



300Noninterest income


799



981



747



777



3,304Noninterest expense


1,141



1,187



1,144



1,263



4,735Income before income tax expense


731



938



735



561



2,965Net income


484



625



478



398



1,985Financial RatiosReturn on average common equity


15.35
%


19.65
%


14.59
%


12.57
%


15.54
%Return on average assets


1.42



1.80



1.31



1.10



1.40Net interest margin


3.78



3.76



3.72



3.74



3.74Efficiency ratio


58.30



55.16



58.54



64.14



58.95Per Common ShareBasic net income

$
.75


$
.98


$
.75


$
.65


$
3.13Diluted net income


.74



.97



.74



.64



3.09Dividends declared and paid


.35



.35



.37



.37



1.44  (1)
    
    The sum of the quarterly earnings per share may not equal the
    year-to-date earnings per share as each period is computed
    independently.(2)
    
    Noninterest income for the fourth quarter of 2006 includes a
    $984 million pretax gain on the sale of First Franklin. 137




---



##### 



Item 9. CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE
    Item 9A. CONTROLS
    AND PROCEDURES
  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e) Form 10-K
  Managements
    Report on Internal Control Over Financial Reporting
    Attestation
    Report of the Independent Registered Public Accounting
    Firm
    Changes in
    Internal Control Over Financial Reporting
    Item 9B. OTHER
    INFORMATION
    PART III.
  Item 10. DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   138




---



##### 



Executive
    Officers of the Registrant
    Name

Age

PositionPeter E. Raskind


51


Chairman, President and Chief Executive OfficerJeffrey D. Kelly


54


Vice Chairman and Chief Financial OfficerDaniel J. Frate


47


Executive Vice PresidentJon L. Gorney


57


Executive Vice PresidentTimothy J. Lathe


52


Executive Vice PresidentPhilip L. Rice


49


Executive Vice PresidentDale Roskom


50


Executive Vice PresidentShelley J. Seifert


53


Executive Vice PresidentJeffrey J. Tengel


45


Executive Vice PresidentDavid L. Zoeller


58


Executive Vice President, General Counsel, and SecretaryJames P. Gulick


49


Senior Vice President and General AuditorRobert B. Crowl


44


Senior Vice PresidentThomas A. Richlovsky


56


Senior Vice President, Treasurer and Principal Accounting OfficerClark H. Khayat


36


Senior Vice President, Finance and Strategy                      139




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##### 



Item 11. EXECUTIVE
    COMPENSATION
    Item 12. SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS
      Weighted-Shares to


Average


SharesBe Issued


Option


AvailableUpon


Exercise


for FutureExercise


Price


GrantsPlans approved by stockholders


54,434,314


$
28.90



20,985,032Plans not approved by
    stockholders(a)


399,740



26.83



Total


54,834,054


$
28.90



20,985,032  (a)
    
    Provident Financial Group was acquired in 2004.
    Providents 2000 Employee Stock Option Plan provided for
    the grant of stock options to employees, other than executive
    officers. Options were granted at an exercise price of not less
    than 95% of market price at the time of the grant, for a term of
    up to 10 years. Options vested as determined by
    Providents Compensation Committee. The 55,212 remaining
    outstanding options at December 31, 2007
    are all exercisable. 140




---



##### 



Providents 2002 Outside Directors Stock Option Plan
    provided for the grant of 2,000 options to each non-employee
    director upon election to its Board and upon each subsequent
    annual election. The options were granted at an exercise price
    equal to their market price, for a term of 10 years.
    Options vested as determined by Providents Compensation
    Committee. The 39,725 remaining outstanding options at
    December 31, 2007 are all exercisable.The National City Corporation 2004 Deferred Compensation Plan
    provides eligible employees the opportunity to defer the receipt
    of cash compensation which would have otherwise been received as
    salary, as variable pay or as an incentive award. The plan
    provides participants with nonelective deferred compensation,
    and the deferred compensation is credited with gains or losses
    based upon investment options made available from time to time,
    and, as such, there is no weighted-average exercise price. The
    plan does not limit the number of shares that may be issued for
    the plan.  Item 13. CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE
    Item 14. PRINCIPAL
    ACCOUNTANT FEES AND SERVICES
    PART IV.
  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENTS SCHEDULES  Form 10-K:
           Form 10-K
 141




---



##### 



Exhibit Index
  ExhibitNumber

Exhibit Description3
.1

Amended and Restated Certificate of Incorporation of National
    City Corporation dated April 13, 1999 (filed as Exhibit 3.2 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    and nine months ended September 30, 2000, and incorporated
    herein by reference).3
.2

National City Corporation First Restatement of By-laws adopted
    April 27, 1987 (as Amended through October 22, 2007) (filed as
    Exhibit 3(ii) to Registrants Current Report on Form 8-K
    filed on October 26, 2007, and incorporated herein by reference).3
.3

Certificate of Designation Rights and Preferences of the Series
    D Non-voting Convertible Preferred Stock Without Par Value of
    National City Corporation (filed as Exhibit 3.3 to
    Registrants Annual Report on Form 10-K for the fiscal year
    ended December 31, 2004, and incorporated herein by reference).3
.4

Certificate of Designations of Non-Cumulative Perpetual
    Preferred Stock, Series E, Without Par Value of National City
    Corporation (filed as Exhibit 4.10 to Registrants
    Form 8-A filed on January 30, 2008, and incorporated herein
    by reference).3
.5

Certificate of Designations of 9.875% Fixed-to-Floating Rate
    Non-Cumulative Preferred Stock, Series F, Without Par Value of
    National City Corporation (filed as Exhibit 4.1 to
    Registrants Form 8-A filed on January 30, 2008, and
    incorporated herein by reference).4
.1

Amended and restated Certificate of Incorporation of National
    City Corporation dated April 13, 1999 (filed as Exhibit 3.2 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    and nine months ended September 30, 2000, and incorporated
    herein by reference) related to capital stock of National City
    Corporation.4
.2

National City Corporation First Restatement of By-laws adopted
    April 27, 1987 (as Amended through October 22, 2007) (filed as
    Exhibit 3(ii) to Registrants Current Report on Form 8-K
    filed on October 26, 2007, and incorporated herein by reference)
    related to stockholder rights.4
.3

Certificate of Designation Rights and Preferences of the Series
    D Non-voting Convertible Preferred Stock Without Par Value of
    National City Corporation (filed as Exhibit 3.3 to
    Registrants Annual Report on Form 10-K for the fiscal year
    ended December 31, 2004, and incorporated herein by reference).4
.4

Certificate of Designations of Non-Cumulative Perpetual
    Preferred Stock, Series E, Without Par Value of National City
    Corporation (filed as Exhibit 4.10 to Registrants
    Form 8-A filed on January 30, 2008, and incorporated herein
    by reference).4
.5

Certificate of Designations of 9.875% Fixed-to-Floating Rate
    Non-Cumulative Preferred Stock, Series F, Without Par Value of
    National City Corporation (filed as Exhibit 4.1 to
    Registrants Form 8-A filed on January 30, 2008, and
    incorporated herein by reference).4
.6

Deposit Agreement, dated January 30, 2008 by and among the
    Registrant, Wilmington Trust Company, National City Bank as
    Transfer Agent and Registrar, and all holders from time to time
    of Receipts issued pursuant thereto, (filed as Exhibit 4.2
    to Registrants
    Form 8-A
    filed on January 30, 2008 (related to Registration
    No. 333-148769),
    and incorporated herein by reference).4
.7

National City agrees to furnish upon request to the Commission a
    copy of each instrument defining the rights of holders of Senior
    and Subordinated debt of National City.10
.1

National City Corporations 1993 Stock Option Plan (filed
    as Exhibit 10.5 to Registration Statement No. 33-49823 and
    incorporated herein by reference).10
.2

National City Corporation Plan for Deferred Payment of
    Directors Fees, as Amended (filed as Exhibit 10.5 to
    Registration Statement No. 2-914334 and incorporated herein by
    reference).10
.3

National City Corporation Supplemental Executive Retirement
    Plan, as Amended and Restated effective January 1, 2005 (filed
    as Exhibit 10.4 to Registrants Quarterly Report on Form
    10-Q for the quarter ended March 31, 2006, and incorporated
    herein by reference).10
.4

National City Corporation Amended and Second Restated 1991
    Restricted Stock Plan (filed as Exhibit 10.9 to Registration
    Statement No. 33-49823 and incorporated herein by reference).10
.5

Form of grant made under National City Corporation 1991
    Restricted Stock Plan in connection with National City
    Corporation Supplemental Executive Retirement Plan as Amended
    (filed as Exhibit 10.7 to Registrants Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2003, and incorporated
    herein by reference). 142




---



##### 



ExhibitNumber

Exhibit Description10
.6

Form of contracts with Jon L. Gorney, Jeffrey D. Kelly, David L.
    Zoeller, Thomas A. Richlovsky, James P. Gulick, Peter E.
    Raskind, Philip L. Rice, Timothy J. Lathe, Shelley J. Seifert
    and Daniel J. Frate (filed as Exhibit 10.1 to
    Registrants Current Report on Form 8-K filed on
    December 7, 2007, and incorporated herein by reference).10
.7

Split Dollar Insurance Agreement effective January 1, 1994,
    between National City Corporation and certain key employees
    (filed as Exhibit 10.11 to Registrants Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2003, and incorporated
    herein by reference).10
.8

National City Corporation 1997 Stock Option Plan as Amended and
    Restated effective October 22, 2001 (filed as Exhibit 10.17 to
    Registrants Annual Report on Form 10-K for the fiscal year
    ended December 31, 2001, and incorporated herein by reference).10
.9

National City Corporation 1997 Restricted Stock Plan as Amended
    and Restated effective October 31, 2001 (filed as Exhibit 10.18
    to Registrants Annual Report on Form 10-K for the fiscal
    year ended December 31, 2001, and incorporated herein by
    reference).10
.10

National City Corporation Retention Plan for Executive Officers,
    Amended and Restated effective January 1, 2005 (filed as Exhibit
    10.17 to Registrants Annual Report on Form 10-K for the
    fiscal year ended December 31, 2005, and incorporated herein by
    reference).10
.11

Integra Financial Corporation Management Incentive Plan (filed
    as Exhibit 4.4 to Registrants Post-Effective Amendment No.
    1 on Form S-8 to Form S-4 Registration Statement No. 333-01697,
    dated April 30, 1996, and incorporated herein by reference).10
.12

National City Corporation Management Incentive Plan for Senior
    Officers, as Amended and Restated effective January 1, 2005
    (filed as Exhibit 10.12 to Registrants Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2007, and incorporated
    herein by reference).10
.13

National City Corporation Supplemental Cash Balance Pension
    Plan, as Amended and Restated effective January 1, 2005 (filed
    as Exhibit 10.14 to Registrants Quarterly Report on Form
    10-Q for the quarter ended March 31, 2006, and incorporated
    herein by reference).10
.14

The National City Corporation 2001 Stock Option Plan as Amended
    and Restated effective October 22, 2001 (filed as Exhibit 10.27
    to Registrants Annual Report on Form 10-K for the fiscal
    year ended December 31, 2001, and incorporated herein by
    reference).10
.15

National City Corporation 2002 Restricted Stock Plan (filed as
    Exhibit A to Registrants Proxy Statement dated March 8,
    2002, and incorporated herein by reference).10
.16

The National City Corporation Long-Term Deferred Share
    Compensation Plan effective April 22, 2002 (filed as Exhibit
    10.33 to Registrants Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2002, and incorporated herein by
    reference).10
.17

The National City Corporation Deferred Compensation Plan, as
    Amended and Restated effective January 1, 2005 (filed as Exhibit
    10.18 to Registrants Quarterly Report on Form 10-Q for the
    quarter ended March 31, 2006, and incorporated herein by
    reference).10
.18

Form of Agreement Not To Compete with David A. Daberko and
    William E. MacDonald III (filed as Exhibit 10.35 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2002, and incorporated herein by reference).10
.19

Summary of Non-employee Directors Compensation (filed as
    Exhibit 99.3 to Registrants Current Report on Form 8-K
    filed on July 25, 2007, and incorporated herein by reference).10
.20

The National City Corporation Executive Savings Plan, as Amended
    and Restated effective January 1, 2003 (filed as Exhibit 10.32
    to Registrants Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002, and incorporated herein by
    reference).10
.21

The National City Corporation Savings and Investment Plan, as
    Amended and Restated effective January 1, 2001 (filed as Exhibit
    10.33 to Registrants Annual Report on Form 10-K for the
    fiscal year ended December 31, 2002, and incorporated herein by
    reference).10
.22

Amendment No. 1 to the National City Savings and Investment
    Plan, as Amended and Restated effective January 1, 2001 (filed
    as Exhibit 10.35 to Registrants Annual Report on Form 10-K
    for the fiscal year ended December 31, 2002, and incorporated
    herein by reference). 143




---



##### 



ExhibitNumber

Exhibit Description10
.23

Amendment No. 1 to the Split Dollar Insurance Agreement
    effective January 1, 2003 (filed as Exhibit 10.37 to
    Registrants Annual Report on Form 10-K for the fiscal year
    ended December 31, 2002, and incorporated herein by reference).10
.24

Credit Agreement dated as of April 12, 2001, by and between
    National City and the banks named therein (filed as Exhibit 4.2
    to Registrants Quarterly Report on Form 10-Q for the
    quarter ended March 31, 2001, and incorporated herein by
    reference) and the Assumption Agreement dated June 11, 2002
    (filed as Exhibit 4.2 to Registrants Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2002, and incorporated
    herein by reference).10
.25

Agreement to Terminate Change in Control Benefits between
    National City Corporation and David A. Daberko (filed as exhibit
    10.25 to Registrants Annual Report on Form 10-K for the
    fiscal year ended December 31, 2006, and incorporated herein by
    reference).10
.26

The National City Corporation Long-Term Cash and Equity
    Incentive Plan Effective January 1, 2005 (filed as Exhibit 10.26
    to Registrants Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2007, and incorporated herein by
    reference).10
.27

National City Executive Long-Term Disability Plan (filed as
    Exhibit 10.41 to Registrants Annual Report on Form 10-K
    for the fiscal year ended December 31, 2004, and incorporated
    herein by reference).10
.28

Amendment No. 2 to the National City Savings and Investment
    Plan, as Amended and Restated effective January 1, 2001 (filed
    as Exhibit 10.42 to the Registrants Quarterly Report on
    Form 10-Q for the quarter ended March 31, 2004, and incorporated
    herein by reference).10
.29

Amendment No. 3 to the National City Savings and Investment
    Plan, as Amended and Restated effective January 1, 2001 (filed
    as Exhibit 10.1 to the Registrants Post-Effective
    Amendment No. 3 to Form S-8 Registration Statement No. 333-61712
    dated April 19, 2004, and incorporated herein by reference).10
.30

Amendment No. 4 to the National City Savings and Investment
    Plan, as Amended and Restated effective January 1, 2001 (filed
    as Exhibit 10.3 to the Registrants Post-Effective
    Amendment No. 3 to Form S-8 Registration Statement No. 333-61712
    dated April 19, 2004, and incorporated herein by reference).10
.31

The National City Corporation 2004 Deferred Compensation Plan,
    as Amended and Restated effective January 1, 2005 (filed as
    Exhibit 10.35 to Registrants Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2006, and incorporated herein by
    reference).10
.32

Amendment No. 5 to the National City Savings and Investment
    Plan, as Amended and Restated effective January 1, 2001 (filed
    as Exhibit 10.61 to Registrants Annual Report on Form 10-K
    for the fiscal year ended December 31, 2004, and incorporated
    herein by reference).10
.33

Amendment No. 6 to the National City Savings and Investment
    Plan, as Amended and Restated effective January 1, 2001 (filed
    as Exhibit 10.62 to Registrants Annual Report on Form 10-K
    for the fiscal year ended December 31, 2005, and incorporated
    herein by reference).10
.34

Appendices AO, AP, AQ, and AR to the National City Savings and
    Investment Plan, as Amended and Restated effective January 1,
    2001 (filed as Exhibit 10.63 to Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31, 2004, and
    incorporated herein by reference).10
.35

Form of Restricted Stock Award Agreement (filed as Exhibit 10.64
    to Registrants Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2005, and incorporated herein by
    reference).10
.36

Form of Restricted Stock Award Agreement used in connection with
    National City Corporation Management Incentive Plan for Senior
    Officers (filed as Exhibit 10.65 to Registrants Quarterly
    Report on Form 10-Q for the quarter ended March 31, 2005, and
    incorporated herein by reference).10
.37

Form of Incentive Stock Option Award Agreement (filed as Exhibit
    10.66 to Registrants Quarterly Report on Form 10-Q for the
    quarter ended September 30, 2005, and incorporated herein
    by reference).10
.38

Form of Non-qualified Stock Option Award Agreement (filed as
    Exhibit 10.41 to Registrants Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2007, and incorporated herein by
    reference).10
.39

Form of contracts with Robert B. Crowl and Jeffrey J. Tengel
    (filed as Exhibit 10.3 to Registrants Current Report on
    Form 8-K filed on December 7, 2007, and incorporated herein
    by reference).10
.40

Appendices AS, AT, AU, AV, and AW to the National City Savings
    and Investment Plan, as Amended and Restated effective January
    1, 2001 (filed as Exhibit 10.70 to Registrants Annual
    Report on Form 10-K for the fiscal year ended December 31, 2005,
    and incorporated herein by reference). 144




---



##### 



ExhibitNumber

Exhibit Description10
.41

Form of Restricted Stock Unit Award Agreement (filed as Exhibit
    10.45 to Registrants Quarterly Report on Form 10-Q for the
    quarter ended March 31, 2007, and incorporated herein by
    reference).10
.42

National City Corporation Management Severance Plan, as Amended
    and Restated effective January 1, 2005 (filed as Exhibit 10.46
    to Registrants Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2007, and incorporated herein by
    reference).10
.43

Form of Amendment to Agreement Not to Compete with David A.
    Daberko and William E. MacDonald III (filed as Exhibit
    10.48 to Registrants Quarterly Report on Form 10-Q for the
    quarter ended March 31, 2006, and incorporated herein by
    reference).10
.44

Form of Non-Elective Deferred Compensation Award Statement
    (filed as Exhibit 10.48 to Registrants Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2007, and incorporated
    herein by reference).10
.45

Form of Non-Elective Deferred Compensation Award Statement
    (filed as exhibit 99.2 to Registrants Current Report on
    Form 8-K filed on May 1, 2006, and incorporated herein by
    reference).10
.46

Deferred Compensation Plan for Daniel J. Frate (filed as exhibit
    10.51 to Registrants Quarterly Report on Form 10-Q for the
    quarter ended March 31, 2006, and incorporated herein by
    reference).10
.47

Release and Separation Agreement between National City
    Corporation and John D. Gellhausen (filed as exhibit 10.51 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2006, and incorporated herein by
    reference).10
.48

Form of Restricted Stock Unit Agreement
    (Retention/Non-compete) between National City Corporation
    and each of Jeffrey D. Kelly and Peter E. Raskind (filed as
    exhibit 10.52 to Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006, and incorporated
    herein by reference).10
.49

Form of Restricted Stock Unit Agreement (Performance) between
    National City Corporation and each of Jeffrey D. Kelly, Peter E.
    Raskind and Daniel J. Frate (filed as exhibit 10.53 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2006, and incorporated herein by
    reference).10
.50

Form of Restricted Stock Award Agreement (filed as exhibit 99.1
    to Registrants Current Report on Form 8-K filed on October
    23, 2006, and incorporated herein by reference).10
.51

Form of Restricted Stock Unit Award Agreement (filed as exhibit
    99.2 to Registrants Current Report on Form 8-K filed on
    October 23, 2006, and incorporated herein by reference).10
.52

Form of Restricted Stock Unit Award Agreement (filed as exhibit
    99.3 to Registrants Current Report on Form 8-K filed on
    October 23, 2006, and incorporated herein by reference).10
.53

Aircraft Time Sharing Agreement between National City Credit
    Corporation and David A. Daberko (filed as exhibit 99.1 to
    Registrants Current Report on Form 8-K filed on October
    23, 2006, and incorporated herein by reference).10
.54

Aircraft Time Sharing Agreement between National City Credit
    Corporation and David A. Daberko (filed as exhibit 99.2 to
    Registrants Current Report on Form 8-K filed on October
    23, 2006, and incorporated herein by reference).10
.55

Severance Agreement Termination between National City
    Corporation and David A. Daberko (filed as exhibit 99.4 to
    Registrants Current Report on Form 8-K filed on October
    23, 2006, and incorporated herein by reference).10
.56

Amendment to National City Corporation Amended and Second
    Restated 1991 Restricted Stock Plan (filed as exhibit 10.61 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2006, and incorporated herein by
    reference).10
.57

Amendment to National City Corporation Amended and Restated 1993
    Stock Option Plan (filed as exhibit 10.62 to Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2006, and incorporated herein by reference).10
.58

Amendment to National City Corporation 1997 Restricted Stock
    Plan, Amended and Restated Effective October 31, 2001 (filed as
    exhibit 10.63 to Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006, and incorporated
    herein by reference).10
.59

Amendment to National City Corporation 1997 Stock Option Plan as
    Amended and Restated Effective October 22, 2001 (filed as
    exhibit 10.64 to Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006, and incorporated
    herein by reference). 145




---



##### 



ExhibitNumber

Exhibit Description10
.60

Amendment to National City Corporation 2001 Stock Option Plan as
    Amended and Restated Effective October 22, 2001 (filed as
    exhibit 10.65 to Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006, and incorporated
    herein by reference).10
.61

Amendment to National City Corporation 2002 Restricted Stock
    Plan (filed as exhibit 10.66 to Registrants Quarterly
    Report on Form 10-Q for the quarter ended September 30,
    2006, and incorporated herein by reference).10
.62

National City Corporation CEO Post-Retirement Office Plan (filed
    as Exhibit 99.2 to Registrants Current Report on Form 8-K
    filed on July 25, 2007, and incorporated herein by reference).10
.63

2007 Executive Bonus Plan (filed as Exhibit 99 to
    Registrants Current Report on Form 8-K filed on October
    26, 2007, and incorporated herein by reference).10
.64

Form of contract with Dale Roskom (filed as Exhibit 10.2 to
    Registrants Current Report on Form 8-K filed on
    December 7, 2007, and incorporated herein by reference).10
.65

Form of contract with Clark H. Khayat (filed as Exhibit 10.4 to
    Registrants Current Report on Form 8-K filed on
    December 7, 2007, and incorporated herein by reference).11
.0

Statement re computation of per share earnings incorporated by
    reference to Note 20 of the Notes to the Consolidated Financial
    Statements of this report.12
.1

Computation of Ratio of Earnings to Fixed Charges.14
.1

Code of Ethics (filed as Exhibit 14.1 to Registrants
    Current Report on Form 8-K filed on April 26, 2005, and
    incorporated herein by reference).14
.2

Code of Ethics for Senior Financial Officers (filed as Exhibit
    14.2 to Registrants Current Report on Form 8-K filed on
    April 26, 2005, and incorporated herein by reference).21
.1

Subsidiaries of Registrant.23
.1

Consent of Ernst & Young LLP, Independent Registered Public
    Accounting Firm for National City Corporation.24
.1

Power of Attorney.31
.1

Chief Executive Officer Sarbanes-Oxley Act 302 Certification
    dated February 13, 2008 for National City
    Corporations Annual Report on Form 10-K for the year ended
    December 31, 2007.31
.2

Chief Financial Officer Sarbanes-Oxley Act 302 Certification
    dated February 13, 2008 for National City
    Corporations Annual Report on Form 10-K for the year ended
    December 31, 2007.32
.1

Chief Executive Officer Sarbanes-Oxley Act 906 Certification
    dated February 13, 2008 for National City
    Corporations Annual Report on Form 10-K for the year ended
    December 31, 2007.32
.2

Chief Financial Officer Sarbanes-Oxley Act 906 Certification
    dated February 13, 2008 for National City
    Corporations Annual Report on Form 10-K for the  year
    ended December 31, 2007.  146




---



##### 



Signatures
      Peter
    E. Raskind
         Peter
    E. Raskind
       Jeffrey
    D. Kelly
       Thomas
    A. Richlovsky
         David
    L. Zoeller
    147




---



##### 



Certification of
    Chief Executive Officer Sarbanes-Oxley Act
    Section 302
    Form 10-K
      Rules 13a-15(e) 15d-15(e)) Rules 13a-15(f) 15d-15(f))
                    By:
    /s/  Peter
    E. Raskind    148




---



##### 



Certification of
    Chief Executive Officer Sarbanes-Oxley Act
    Section 906
  Form 10-K
      By:
    /s/  Peter
    E. Raskind       NEW YORK STOCK
    EXCHANGE
  Form 10-K
 149




---



##### 



Certification of
    Chief Financial Officer Sarbanes-Oxley Act
    Section 302
    Form 10-K
      Rules 13a-15(e) 15d-15(e)) Rules 13a-15(f) 15d-15(f))
                   By:
    /s/  Jeffrey
    D. Kelly     150




---



##### 



Certification of
    Chief Financial Officer Sarbanes-Oxley Act
    Section 906
  Form 10-K
     By:
    /s/  Jeffrey
    D. Kelly      151