##### Table of Contents








---



##### 



1
    
    Financial Highlights2
    
    Chairmans Letter4
    
    Points to Our Success8
    
    Board of Directors and Officers9
    
    Financial ReviewConsolidated FinancialStatements and NotesForm 10-KCertifications of ChiefExecutive Officer andChief Financial OfficerEX-10.25EX-10.68EX-12.1EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2
  On our cover: In 2006, National City launched an industry-leading banking rewards program: points from National City® .
 The cover design uses the campaigns distinctive graphic
which conveys the enthusiasm surrounding this innovative program.




---



##### Table of Contents



For the Year
    
    2006
    
    
    2005
    
    
    2004RevenueTax-Equivalent Net Interest Income
    
    $
    4,634
    
    
    
    $
    4,727
    
    
    
    $
    4,460Noninterest Income
    
    
    4,019
    
    
    
    
    3,304
    
    
    
    
    4,440Total Revenue
    
    $
    8,653
    
    
    
    $
    8,031
    
    
    
    $
    8,900Net Income
    
    $
    2,300
    
    
    
    $
    1,985
    
    
    
    $
    2,780Net Income Per Common ShareBasic
    
    $
    3.77
    
    
    
    $
    3.13
    
    
    
    $
    4.37Diluted
    
    
    3.72
    
    
    
    
    3.09
    
    
    
    
    4.31Dividends Paid Per Common Share
    
    
    1.52
    
    
    
    
    1.44
    
    
    
    
    1.34Return on Average Common Equity
    
    
    17.98
    %
    
    
    
    15.54
    %
    
    
    
    24.56
    %Return on Average Assets
    
    
    1.66
    
    
    
    
    1.40
    
    
    
    
    2.23Net Interest Margin
    
    
    3.75
    
    
    
    
    3.74
    
    
    
    
    4.02Efficiency Ratio
    
    
    54.52
    
    
    
    
    59.36
    
    
    
    
    50.35Average Shares  Basic
    
    
    609,316,070
    
    
    
    
    633,431,660
    
    
    
    
    635,450,188Average Shares  Diluted
    
    
    617,671,507
    
    
    
    
    641,600,969
    
    
    
    
    645,510,514At Year EndAssets
    
    $
    140,191
    
    
    
    $
    142,397
    
    
    
    $
    139,414Portfolio Loans
    
    
    95,492
    
    
    
    
    106,039
    
    
    
    
    100,271Earning Assets
    
    
    123,723
    
    
    
    
    125,990
    
    
    
    
    123,219Core Deposits
    
    
    73,375
    
    
    
    
    68,408
    
    
    
    
    67,297Stockholders Equity
    
    
    14,581
    
    
    
    
    12,613
    
    
    
    
    12,804Book Value Per Common Share
    
    
    23.06
    
    
    
    
    20.51
    
    
    
    
    19.80Market Value Per Common Share
    
    
    36.56
    
    
    
    
    33.57
    
    
    
    
    37.55Equity to Assets Ratio
    
    
    10.40
    %
    
    
    
    8.86
    %
    
    
    
    9.18
    %Common Shares Outstanding
    
    
    632,381,603
    
    
    
    
    615,047,663
    
    
    
    
    646,749,650Common Stockholders of Record
    
    
    64,277
    
    
    
    
    62,966
    
    
    
    
    65,943Full-Time Equivalent Employees
    
    
    31,270
    
    
    
    
    34,270
    
    
    
    
    35,230
 2006 results include a pretax gain of $984 million, equivalent to $1.01 per diluted share
after-tax, from the sale of First Franklin.
 2004 results include a pretax gain of $714 million, equivalent to $.74 per diluted share after-tax,
from the sale of National Processing, Inc.




---



##### Table of Contents



(PHOTO OF DAVID A. DABERKO)
    
    (PHOTO OF PETER E. RASKIND)
    
    (PHOTO OF JEFFREY D. KELLY)




---



##### Table of Contents



(GRAPHICS)
    
    While were generally pleased with the recent financial performance, we believe that the
long-term value created by a move to a more focused business model should be substantial.
 points from National
City
           
 
 
  In December 2006, Vice Chairman William E. MacDonald III retired after an exemplary 38-year
career with National City. Bill was the embodiment of National City values and culture, exhibiting
an unparalleled work ethic and an unmatched dedication to serving our customers.
 Our success is owed in no small part to Bills leadership, integrity and competitive spirit. His
contributions to our company are immeasurable, including his role in helping to establish National
City as one of the countrys premier middle market banks, his visible leadership in the community,
and the positive influence he had on the careers of countless employees through his coaching and
example.
 We wish Bill and his family exceptional health and much happiness in retirement.




---



##### Table of Contents








---



##### Table of Contents



points from National City
  
 Celebrating redevelopment plans for Detroits historic Book-Cadillac Hotel are from left, Jon
E. Barfield, Chairman and President of Bartech and member of the National City Board of Directors;
William MacDonald III, retired National City Vice Chairman; John Ferchill, CEO and Chairman of The
Ferchill Group; and George Jackson, Chief Development Officer, City of Detroit and President and
CEO, Detroit Economic Growth Corporation. The National City Community Development Corporation is
helping finance the project, which anchors Detroits downtown redevelopment strategy.
 Photo courtesy of The Ferchill Group.
 
   ®




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##### Table of Contents








---



##### Table of Contents








---



##### Table of Contents



David A. Daberko (3)
    
    Michael B. McCallisterChairman and CEO
    
    President and CEONational City Corporation
    
    Humana Inc.Jon E. Barfield (1,4)
    
    Paul A. Ormond (2,5)Chairman and President
    
    Chairman, President and CEOThe Bartech Group, Inc.
    
    Manor Care, Inc.James S. Broadhurst (1,3,4)
    
    Peter E. RaskindChairman and CEO
    
    PresidentEatn Park Hospitality Group, Inc.
    
    National City CorporationChristopher M. Connor (2,5)
    
    Gerald L. Shaheen (2,5)Chairman and CEO
    
    Group PresidentThe Sherwin-Williams Company
    
    Caterpillar Inc.Bernadine P. Healy, M.D. (2,5)
    
    Jerry Sue Thornton, Ph.D. (1,3,4)Medicine Columnist and Health Editor
    
    PresidentU.S. News and World Report
    
    Cuyahoga Community CollegeS. Craig Lindner (1,4)
    
    Morry Weiss (1,3,4)Co-CEO and Co-President
    
    ChairmanAmerican Financial Group, Inc.
    
    American Greetings Corporation
 (1)
    
    Audit(2)
    
    Compensation(3)
    
    Dividend(4)
    
    Risk and Public
Policy(5)
    
    Nominating
   Office of the ChairmanDavid A. Daberko
    
    Peter E. Raskind
    
    Jeffrey D. KellyChairman and CEO
    
    President
    
    Vice Chairman and CFOOfficersExecutive Vice Presidents
    
    Senior Vice PresidentsJames R. Bell III
    
    Paul E. Bibb, Jr.
    
    Clark H. KhayatPaul G. Clark
    
    E. Kennedy Carter, Jr.
    
    Janis E. LyonsDaniel J. Frate
    
    Jon N. Couture
    
    W. Robert Manning, Jr.Paul D. Geraghty
    
    Robert B. Crowl
    
    Joseph T. McCartinJon L. Gorney
    
    Comptroller
    
    Bruce A. McCroddenTimothy J. Lathe
    
    Richard J. DeKaser
    
    Chameli NarainePhilip L. Rice
    
    J. Andrew Dunham
    
    T. Michael PriceShelley J. Seifert
    
    Kenneth M. Goetz
    
    Thomas A. RichlovskyStephen A. Stitle
    
    Jane Grebenc
    
    TreasurerJeffrey J. Tengel
    
    Mary H. Griffith
    
    Robert C. RoweDavid L. Zoeller
    
    James P. Gulick
    
    Karin L. StoneGeneral Counsel
    
    General Auditor
    
    Timothy J. Yanotiand Secretary
    
    Gregory M. Jelinek
 State CEOsFlorida
    
    Indiana
    
    Michigan
    
    OhioMichael J. Brown, Sr.
    
    Stephen A. Stitle
    
    David P. Boyle
    
    Philip L. RiceVincent A. ElhilowKentucky
    
    Missouri
    
    PennsylvaniaIllinois
    
    Charles P. Denny
    
    Shaun R. Hayes
    
    Todd C. MoulesJoseph A. Gregoire




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##### Table of Contents



Financial Review
      Overview
   best-in-class nonfootprint,
          one-time
    Best
    In Class
 re-engineering
  Financial Review
   ANNUAL REPORT
    2006    9




---



##### Table of Contents



Financial Review (Continued)
  Consolidated
    Average Balance Sheets
  Daily Average Balance(Dollars
    in Millions)

2006


2005


2004


2003


2002AssetsEarning Assets:Loans(a):Commercial

$
29,024


$
26,919


$
22,131


$
21,403


$
23,989Commercial construction


3,680



3,068



2,568



2,343



1,380Real estate  commercial


12,173



12,231



11,326



9,483



8,005Real estate  residential


40,097



42,684



40,889



45,972



29,615Home equity lines of credit


19,533



21,122



14,743



9,293



7,014Credit card and other unsecured
    lines of credit


2,750



2,523



2,286



2,155



1,900Other consumer


5,680



7,818



7,659



8,059



11,384Total loans


112,937



116,365



101,602



98,708



83,287Securities available for sale, at
    amortized costTaxable


7,270



7,134



7,033



6,195



7,675Tax-exempt


531



625



665



669



674Total securities available for sale


7,801



7,759



7,698



6,864



8,349Federal funds sold and security
    resale agreements, 
    and other investments


2,803



2,100



1,621



1,326



1,333Total earning assets/total interest
    income/rates


123,541



126,224



110,921



106,898



92,969Allowance for loan losses


(1,007
)


(1,143
)


(1,101
)


(1,028
)


(951
)Fair value (depreciation)
    appreciation of securities 
    available for sale


(68
)


72



150



257



255Nonearning assets


16,212



16,403



14,433



12,398



11,260Total Assets

$
138,678


$
141,556


$
124,403


$
118,525


$
103,533Liabilities and
    stockholders equityInterest bearing liabilities:NOW and money market

$
28,900


$
28,589


$
28,897


$
25,378


$
20,740Savings


1,970



2,361



2,583



2,423



2,561Consumer time deposits


21,711



18,662



14,875



13,729



15,064Other deposits


5,512



6,087



3,062



2,752



3,613Foreign deposits


8,553



8,787



8,946



7,002



6,302Federal funds borrowed


2,886



4,021



4,920



7,895



5,459Security repurchase agreements


3,487



3,317



2,918



3,013



3,327Borrowed funds


2,201



2,253



1,477



1,556



2,406Long-term debt


30,013



32,752



24,028



24,854



19,558Total interest bearing
    liabilities/total interest expense/rates


105,233



106,829



91,706



88,602



79,030Noninterest bearing deposits


16,814



18,257



17,763



17,203



13,685Accrued expenses and other
    liabilities


3,852



3,705



3,618



3,748



2,845Total liabilities


125,899



128,791



113,087



109,553



95,560Total stockholders
    equity


12,779



12,765



11,316



8,972



7,973Total liabilities and
    stockholders equity

$
138,678


$
141,556


$
124,403


$
118,525


$
103,533Net interest incomeInterest spreadContribution of noninterest bearing
    sources of fundsNet interest margin  (a)
    Includes both portfolio loans and loans held for sale or
    securitization.     10
 ANNUAL REPORT 2006




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##### Table of Contents



Interest


Average Rate2006


2005


2004


2003


2002


2006


2005


2004


2003


2002$
2,158


$
1,589


$
936


$
818


$
1,133



7.44
%


5.90
%


4.23
%


3.82
%


4.72
%283



193



119



103



79



7.68



6.29



4.63



4.41



5.72880



778



648



581



534



7.23



6.36



5.72



6.13



6.682,906



2,757



2,591



2,964



2,119



7.25



6.46



6.34



6.45



7.151,455



1,194



581



355



336



7.45



5.65



3.94



3.81



4.79308



251



200



173



176



11.19



9.93



8.73



8.01



9.26378



493



496



569



953



6.65



6.31



6.48



7.07



8.388,368



7,255



5,571



5,563



5,330



7.41



6.23



5.48



5.64



6.40389



352



345



322



483



5.35



4.93



4.90



5.19



6.2937



45



49



51



55



7.07



7.27



7.36



7.68



8.15426



397



394



373



538



5.47



5.12



5.11



5.43



6.44170



111



88



58



63



6.05



5.28



5.46



4.35



4.72$
8,964


$
7,763


$
6,053


$
5,994


$
5,931



7.26
%


6.15
%


5.46
%


5.61
%


6.38
%$
798


$
488


$
252


$
257


$
301



2.76
%


1.71
%


.87
%


1.01
%


1.45
%11



10



9



11



21



.59



.44



.35



.45



.82936



642



467



506



646



4.31



3.44



3.14



3.69



4.28276



203



50



34



67



5.00



3.33



1.64



1.23



1.84399



261



118



84



114



4.66



2.97



1.32



1.20



1.81147



134



71



114



116



5.08



3.34



1.45



1.44



2.12138



76



23



19



35



3.96



2.28



.78



.63



1.04103



68



15



18



37



4.67



3.01



1.03



1.20



1.551,522



1,154



588



587



573



5.07



3.52



2.45



2.36



2.94$
4,330


$
3,036


$
1,593


$
1,630


$
1,910



4.11
%


2.84
%


1.74
%


1.84
%


2.42
%$
4,634


$
4,727


$
4,460


$
4,364


$
4,0213.15
%


3.31
%


3.72
%


3.77
%


3.96
%.60



.43



.30



.31



.373.75
%


3.74
%


4.02
%


4.08
%


4.33
%      ANNUAL REPORT 2006
 11




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##### Table of Contents



Financial Review (Continued)
  Net
    Interest Income
                 2006
    vs 2005


2005 vs 2004Due
    to





Due toChange
    in


Net


Change in


Net(In Millions)

Volume


Rate


Change


Volume


Rate


ChangeIncrease (decrease)  in
    tax-equivalent  interest income Loans:Commercial

$
124


$
445


$
569


$
203


$
450


$
653Commercial Construction


38



52



90



23



51



74Real estate  commercial


(4
)


106



102



52



78



130Real estate  residential


(166
)


315



149



115



51



166Home equity lines of credit


(90
)


351



261



251



362



613Credit card and other unsecured
    lines of credit


23



34



57



21



30



51Other consumer


(134
)


19



(115
)


10



(13
)


(3
)Securities available for sale


2



27



29



2



1



3Federal funds sold, security resale
    agreements, and other investments


37



22



59



27



(4
)


23Total

$
(170
)

$
1,371


$
1,201


$
704


$
1,006


$
1,710Increase (decrease) in  interest
    expenseDeposits:NOW and money market accounts

$
5


$
305


$
310


$
(3
)

$
239


$
236Savings accounts


(2
)


3



1



(1
)


2



1Consumer time deposits


105



189



294



119



56



175Purchased deposits


(25
)


236



211



40



256



296Federal funds borrowed, security
    repurchase agreements, and borrowed funds


(29
)


139



110



3



166



169Long-term debt


(96
)


464



368



215



351



566Total

$
(42
)

$
1,336


$
1,294


$
373


$
1,070


$
1,443(Decrease) increase in 
    tax-equivalent net 
    interest income





$
(93
)









$
267      12
 ANNUAL REPORT 2006




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##### Table of Contents



Noninterest
    Income
   (In Millions)

2006


2005


2004Deposit service revenue

$
818


$
740


$
670Loan sale revenue


766



808



879Loan servicing revenue


91



399



501Trust and investment management fees


301



296



301Leasing revenue


228



267



180Brokerage revenue


158



159



145Other service fees


151



125



113Insurance revenue


129



103



91Principal investment gains, net


118



57



69Card-related fees


114



110



88Derivatives (losses)/gains


(7
)


64



73Gain on divestitures


984



16



790Payment processing revenue






2



409Other


168



131



112Total fees and other
    income


4,019



3,277



4,421Securities gains, net






27



19Total noninterest
    income

$
4,019


$
3,304


$
4,440       (In Millions)

2006


2005


2004Residential real estate

$
590


$
752


$
808Commercial loans


90



47



33Other consumer loans


86



9



38Total loan sale
    revenue

$
766


$
808


$
879           (In Millions)

2006


2005


2004Commercial

$
10


$
11


$
3Residential real estate


(73
)


302



395Other consumer loans


154



86



103Total loan servicing
    revenue

$
91


$
399


$
501       (In Millions)

2006


2005


2004Net contractual servicing fees

$
625


$
532


$
499Servicing asset time decay and
    payoffs(a)


(404
)


(505
)


(493
)MSR hedging (losses)/gains:Servicing asset valuation changes


(2
)


472



84(Losses)/gains on hedging
    instruments


(292
)


(197
)


304Net MSR hedging (losses)/gains


(294
)


275



388Other










1Total residential real estate
    servicing (loss)/revenue

$
(73
)

$
302


$
395  (a)
    Prior to January 1, 2006, time decay and payoffs were
    characterized as amortization of servicing assets.     ANNUAL REPORT 2006
 13




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##### Table of Contents



Financial Review (Continued)
      
                       14
 ANNUAL REPORT 2006




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##### Table of Contents



(In Millions, Except
    Per Share Amounts)

2006


2005


2004Net gains/(losses):Equity securities

$
5


$
13


$
3Debt securities


(5
)


14



16Net pretax gains






27



19Tax provision






7



2Effect on net income

$



$
20


$
17Effect on diluted net income per
    share

$



$
.03


$
.03     Noninterest
    Expense
   (In Millions)

2006


2005


2004Salaries, benefits, and other
    personnel

$
2,604


$
2,560


$
2,363Third-party services


352



332



350Equipment


326



303



300Net occupancy


298



316



254Leasing expense


165



179



126Marketing and public relations


148



165



115Postage and supplies


140



143



148Insurance


112



60



51Travel and entertainment


77



85



82Telecommunications


75



82



85Impairment, fraud, and other losses


57



108



71State and local taxes


51



74



60Intangible asset amortization


47



52



46Card processing


28



21



190Other


237



271



231Total noninterest
    expense

$
4,717


$
4,751


$
4,472       (Dollars in Millions)

2006


2005


2004Salaries and wages

$
1,424


$
1,422


$
1,347Incentive compensation


811



809



774Deferred personnel costs


(403
)


(457
)


(505
)Medical and other benefits


175



175



166Contract labor


172



199



149Payroll taxes


161



156



149Retirement plans


89



82



81Stock-based compensation


68



57



67Deferred compensation


42



16



32Severance


30



61



37Other personnel costs


35



40



66Total salaries, benefits, and
    other personnel

$
2,604


$
2,560


$
2,363Full-time equivalent employees
    at year
    end(a)


31,270



34,270



35,230  (a)
    At December 31, 2006, full-time equivalent employees
    exclude personnel associated with First Franklin and NCHLS units
    which were sold on December 30, 2006.         ANNUAL REPORT 2006
 15




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##### Table of Contents



Financial Review (Continued)
           points from National City
            Income
    Taxes
   Line
    of Business Results
      16
 ANNUAL REPORT 2006




---



##### Table of Contents



(In Millions)

2006


2005


2004Wholesale Banking

$
803


$
798


$
677Consumer and Small Business
    Financial Services


717



626



591National Consumer Finance


329



558



651National City Mortgage


(104
)


284



442Asset Management


97



80



133National Processing










34Parent and Other


458



(361
)


252Consolidated net
    income

$
2,300


$
1,985


$
2,780   Wholesale
    Banking:
  Consumer and Small Business
    Financial Services (CSB):
  National Consumer Finance
    (NCF): originate-and-sell broker-sourced
      National City Mortgage
    (NCM):
     ANNUAL REPORT 2006
 17




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##### Table of Contents



Financial Review (Continued)
       Asset
    Management:
  Parent and
    Other:
      return-to true-ups,
     18
 ANNUAL REPORT 2006




---



##### Table of Contents



Financial
    Condition
 Portfolio
    Loans: End-of-period
  (In Millions)

2006


2005


2004


2003


2002As of
    December 31:Commercial

$
31,052


$
27,572


$
25,160


$
19,164


$
22,632Commercial construction


4,266



3,367



2,923



2,289



2,090Real estate  commercial


12,436



12,407



12,193



9,828



9,385Real estate  residential


24,776



32,823



30,398



27,394



19,972Home equity lines of credit


14,595



21,439



19,018



11,016



8,102Credit card and other unsecured
    lines of credit


3,007



2,612



2,414



2,324



2,030Other consumer


5,360



5,819



8,165



7,329



7,963Total portfolio loans

$
95,492


$
106,039


$
100,271


$
79,344


$
72,174Average:Commercial

$
28,983


$
26,901


$
22,103


$
21,390


$
23,978Commercial construction


3,680



3,068



2,568



2,343



1,380Real estate  commercial


12,062



12,033



11,162



9,483



8,005Real estate  residential


29,238



32,137



28,818



23,301



15,682Home equity lines of credit


17,128



21,118



14,743



9,293



7,014Credit card and other unsecured
    lines of credit


2,626



2,381



2,286



2,155



1,865Other consumer


5,673



7,637



7,527



7,906



11,136Total portfolio loans

$
99,390


$
105,275


$
89,207


$
75,871


$
69,060     Average


Largest LoanOutstanding


% of


Loan Balance


to a Single(Dollars in Millions)

Balance


Total


Per Obligor


ObligorReal estate

$
13,619



29
%

$
.9


$
58Consumer cyclical


8,463



18



1.0



95Industrial


6,655



14



.6



37Consumer noncyclical


5,781



12



1.3



62Basic materials


3,748



8



1.7



42Financial


3,310



7



1.8



68Services


1,989



4



.5



85Energy and utilities


946



2



1.4



27Technology


896



2



3.7



30Miscellaneous


2,347



4



.3



44Total

$
47,754



100
%   Commercial:
          One Year


One to


Over(In Millions)

or Less


Five Years


Five Years


TotalVariable-rate

$
6,343


$
13,982


$
2,773


$
23,098Fixed-rate


1,164



5,001



1,789



7,954Total

$
7,507


$
18,983


$
4,562


$
31,052   Commercial
    Construction:
     ANNUAL REPORT 2006
 19




---



##### Table of Contents



Financial Review (Continued)
    One Year


One to


Over(In Millions)

or Less


Five Years


Five Years


TotalVariable-rate

$
1,614


$
2,065


$
213


$
3,892Fixed-rate


52



237



85



374Total

$
1,666


$
2,302


$
298


$
4,266   Commercial Real
    Estate:
  Residential Real
    Estate: debt-to-income
    one-to-four-family loan-to-collateral
  loan-to-value loan-to-value,
  originate-and-sell
     20
 ANNUAL REPORT 2006




---



##### Table of Contents



originate-and-sell
  Home Equity Lines of
    Credit: originate-and-sell
  Credit Cards and Other Unsecured
    Lines of Credit:
  Other Consumer:
  Loans Held for Sale or
    Securitization: End-of-period
  (In Millions)

2006


2005


2004


2003


2002As of
    December 31:Commercial

$
34


$
11


$
24


$
16


$
15Real estate  commercial


177



35



546







Real estate  residential


9,328



9,192



11,860



14,497



24,486Automobile














854



Credit card


425



425











Student loans


1



4











Home equity


2,888















Total loans held for sale or
    securitization

$
12,853


$
9,667


$
12,430


$
15,367


$
24,501Average:Commercial

$
41


$
18


$
28


$
13


$
11Real estate  commercial


111



198



164







Real estate  residential


10,859



10,547



12,071



22,671



13,933Automobile






179



132



153



248Credit card


124



142











35Student loans


7



2











Home equity


2,405



4











Total loans held for sale or
    securitization

$
13,547


$
11,090


$
12,395


$
22,837


$
14,227   originate-and-sell
         ANNUAL REPORT 2006
 21




---



##### Table of Contents



Financial Review (Continued)
  Securities:
  (In Millions)

2006


2005


2004


2003


2002U.S. Treasury

$
1,051


$
993


$
410


$
625


$
978Federal agency


250



181



243



12



106Mortgage-backed securities


5,306



5,437



6,309



3,928



4,553Asset-backed and corporate debt
    securities


175



246



510



931



1,815States and political subdivisions


500



608



705



672



651Other securities


221



416



423



154



229Total amortized cost

$
7,503


$
7,881


$
8,600


$
6,322


$
8,332Total fair value

$
7,509


$
7,875


$
8,765


$
6,525


$
8,675     Funding:
  (In Millions)

2006


2005


2004


2003


2002Noninterest bearing

$
16,814


$
18,257


$
17,763


$
17,203


$
13,685NOW and money market


28,900



28,589



28,897



25,378



20,740Savings


1,970



2,361



2,583



2,423



2,561Consumer time


21,711



18,662



14,875



13,729



15,064Core deposits


69,395



67,869



64,118



58,733



52,050Other deposits


5,512



6,087



3,062



2,752



3,613Foreign deposits


8,553



8,787



8,946



7,002



6,302Purchased deposits


14,065



14,874



12,008



9,754



9,915Total deposits


83,460



82,743



76,126



68,487



61,965Short-term borrowings


8,574



9,591



9,315



12,464



11,192Long-term debt


30,013



32,752



24,028



24,854



19,558Total deposits and borrowed
    funds

$
122,047


$
125,086


$
109,469


$
105,805


$
92,715                        22
 ANNUAL REPORT 2006




---



##### Table of Contents



originate-and-sell
  Capital
   December 31,


December 31,(Dollars in Millions)

2006


2005Stockholders equity

$
14,581


$
12,613Equity as a percentage of assets


10.40
%


8.86
%Book value per common share

$
23.06


$
20.51     Total Number


Maximumof Shares


Number ofPurchased


Shares thatUnder Publicly


May Yet BeTotal


Average


Announced


PurchasedNumber


Price


Share


Under the Shareof Shares


Paid Per


Repurchase


RepurchasePeriod

Purchased(a)


Share


Authorizations(b)


Authorizations(c)Oct 1 to Oct 31


684,694


$
37.02



613,625



13,465,400Nov 1 to Nov 30


173,137



37.06







13,465,400Dec 1 to Dec 31


65,242



36.52







43,465,400Total


923,073


$
36.99



613,625  (a)
    Includes shares repurchased under the October 24,
    2005 share repurchase authorization 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)].  (c)
    Shares available to be repurchased under the October 24,
    2005 and December 19, 2006 authorizations.          Risk
    Management
   Credit
    Risk
        ANNUAL REPORT 2006
 23




---



##### Table of Contents



Financial Review (Continued)
     Portfolio Loans:
  2006


2005


2004


2003


2002Commercial


32.5
%


26.0
%


25.1
%


24.2
%


31.3
%Commercial construction and real
    estate


17.5



14.9



15.1



15.3



15.9Residential real estate


26.0



30.9



30.3



34.5



27.7Home equity lines of credit and
    other consumer loans


20.9



25.7



27.1



23.1



22.3Credit card and other unsecured
    lines of credit


3.1



2.5



2.4



2.9



2.8Total


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%   originate-and-sell
  Nonperforming Assets and
    Delinquent Loans:
  (Dollars in Millions)

2006


2005


2004


2003


2002Commercial

$
124


$
181


$
161


$
257


$
408Commercial construction


38



20



12



7



6Commercial real estate


111



114



102



67



60Residential real estate


227



175



188



219



228Total nonperforming
    loans


500



490



463



550



702Other real estate owned (OREO)


229



97



89



99



115Mortgage loans held for sale and
    other


3



9



11



8



Total nonperforming
    assets

$
732


$
596


$
563


$
657


$
817Nonperforming assets as a
    percentage of:Period-end portfolio loans and
    other nonperforming assets


.76
%


.56
%


.56
%


.83
%


1.13
%Period-end total
    assets


.52



.42



.40



.58



.69           (In Millions)

2006


2005


2004


2003


2002Commercial

$
31


$
36


$
44


$
20


$
41Commercial construction


9



5



12



3



1Commercial real estate


18



9



29



32



26Residential real estate


708



510



467



428



450Home equity lines of credit


37



23



10



15



16Credit card and other unsecured
    lines of credit


35



20



21



18



8Other consumer


11



17



13



12



19Mortgage loans held for sale and
    other


89



16



25



37



14Total loans 90 days past
    due accruing interest

$
938


$
636


$
621


$
565


$
575      24
 ANNUAL REPORT 2006




---



##### Table of Contents



Allowance for Loan Losses and
    Allowance for Losses on Lending-Related Commitments:
    (Dollars in Millions)

2006


2005


2004


2003


2002Balance at beginning of
    year

$
1,094


$
1,188


$
1,023


$
1,006


$
925Provision for loan losses


489



300



339



628



661Charge-offs:Commercial


150



160



170



328



317Commercial construction


11



4



12



3



2Real estate  commercial


20



32



23



31



21Real estate  residential


227



134



126



152



86Home equity lines of credit


79



42



27



24



21Credit card and other unsecured
    lines of credit


94



130



109



98



83Other consumer


64



100



104



121



171Total charge-offs


645



602



571



757



701Recoveries:Commercial


54



97



101



44



32Commercial construction






2



1







Real estate  commercial


8



10



13



5



5Real estate  residential


68



56



52



37



8Home equity lines of credit


18



8



10



7



5Credit card and other unsecured
    lines of credit


16



12



8



8



8Other consumer


39



37



40



47



67Total recoveries


203



222



225



148



125Net charge-offs


442



380



346



609



576Other(a)


(10
)


(14
)


172



(2
)


(4
)Balance at end of year

$
1,131


$
1,094


$
1,188


$
1,023


$
1,006Portfolio loans outstanding at
    December 31

$
95,492


$
106,039


$
100,271


$
79,344


$
72,174Allowance as a percentage
    of:Portfolio loans


1.18
%


1.03
%


1.19
%


1.29
%


1.39
%Nonperforming portfolio loans


226.1



223.1



256.9



186.1



143.3Net charge-offs


256.2



287.3



343.8



167.8



174.7(a)Includes
    the allowance for loan losses associated with acquisitions,
    portfolio loans transferred to held for sale, and in 2006,
    reinsurance claims paid to third parties.     (Dollars in Millions)

2006


2005


2004


2003


2002Balance at beginning of
    year

$
84


$
100


$
102


$
92


$
71Net provision for losses on
    lending-related commitments


(6
)


(16
)


(16
)


10



21Allowance related to commitments
    acquired










14







Balance at end of year

$
78


$
84


$
100


$
102


$
92Total provision for credit
    losses

$
483


$
284


$
323


$
638


$
682      ANNUAL REPORT 2006
 25




---



##### Table of Contents



Financial Review (Continued)
    2006


2005


2004


2003


2002Commercial


.33
%


.23
%


.31
%


1.33
%


1.19
%Commercial construction


.28



.09



.41



.12



.07Real estate  commercial


.11



.18



.09



.27



.20Real estate  residential


.54



.25



.26



.49



.50Home equity lines of credit


.36



.16



.11



.18



.24Credit card and other unsecured
    lines of credit


2.96



4.96



4.41



4.21



4.02Other consumer


.44



.83



.85



.94



.93Total net charge-offs to average
    portfolio loans


.44
%


.36
%


.39
%


.80
%


.83
%   run-off portfolio.
  year-over-year
  (In Millions)

2006


2005


2004


2003


2002Allowance for loan
    losses:Commercial

$
459


$
494


$
572


$
283


$
360Commercial construction and real
    estate


140



136



146



54



56Residential real estate


280



174



185



125



126Home equity lines of credit and
    other consumer loans


102



131



127



94



124Credit card and other unsecured
    lines of credit


150



159



158



129



101Unallocated














338



239Total

$
1,131


$
1,094


$
1,188


$
1,023


$
1,006Allowance for losses on
    lending-related commitments:Commercial

$
78


$
84


$
100


$
102


$
92         Market
    Risk
   Asset/Liability
    Management:
  Interest Rate Risk
    Management:
     26
 ANNUAL REPORT 2006




---



##### Table of Contents



Market Value
    Modeling:
      Earnings Simulation
    Modeling:
            2006


2005One Year Net Income Simulation
    Projection2 SD below implied forward curve


−1.3
%


−1.4
%2 SD above implied forward curve


1.2



−1.0Duration of Equity−150 bp shock vs. stable
    rate


.5
%


−.6
%+150 bp shock vs. stable rate


2.2



1.6      ANNUAL REPORT 2006
 27




---



##### Table of Contents



Financial Review (Continued)
  Trading Risk
    Management: Value-At-Risk
  Liquidity
    Risk
              Contractual
    Obligations, Commitments, Contingent Liabilities, and
    Off-Balance Sheet Arrangements
      28
 ANNUAL REPORT 2006




---



##### Table of Contents



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)



$
59,493


$



$



$



$
59,493Consumer and brokered certificates
    of
    deposits(b)




24,505



3,229



1,497



2,873



32,104Federal funds borrowed and security
    repurchase
    agreements(b)

14


5,279















5,279Borrowed
    funds(b)

15


1,338















1,338Long-term
    debt(b)

16,17


8,777



11,210



4,527



6,195



30,709Operating leases




149



239



171



470



1,029Purchase obligations




149



165



79



22



415  (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, 2006. 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.        Commitments:
  One


One to


Three to


OverYear


Three


Five


Five(In Millions)

or Less


Years


Years


Years


TotalCommitments to extend credit:Commercial

$
8,046


$
7,505


$
9,019


$
781


$
25,351Residential real estate


9,507















9,507Revolving home equity and credit
    card lines


34,278



8











34,286Other


1,047















1,047Standby letters of credit


1,956



1,625



1,567



118



5,266Commercial letters of credit


304



16



16



2



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


3,480















3,480Net commitments to sell commercial
    real estate loans


337



39











376Commitments to fund principal
    investments


36



21



131



94



282Commitments to fund civic and
    community investments


355



142



80



30



607Commitments to purchase beneficial
    interests in securitized automobile loans


573















573            ANNUAL REPORT 2006
 29




---



##### Table of Contents



Financial Review (Continued)
    Contingent
    Liabilities:
  Off-Balance Sheet
    Arrangements:
  (Series 2006-1) 2002-A
      Application
    of Critical Accounting Policies
     Allowance for Loan Losses and
    Allowance for Losses on Lending-Related Commitments:
       30
 ANNUAL REPORT 2006




---



##### Table of Contents



loan-to-value,
            Valuation of Mortgage Servicing
    Rights (MSRs): Accounting for Servicing of Financial
    Assets,
     ANNUAL REPORT 2006
 31




---



##### Table of Contents



Financial Review (Continued)
          2006


2005NCM


NCM


NCHLS(Dollars in Millions)

Mortgages


Mortgages


Mortgages(a)Fair value

$
2,094


$
2,034


$
108Weighted-average life (in years)


5.0



5.0



2.1Weighted-average constant
    prepayment rate (CPR)


17.66
%


17.50
%


39.21
%Weighted-average discount rate


9.77



9.74



13.56  (a)
    The servicing asset associated with NCHLS mortgages was sold
    effective December 30, 2006.        December 31,(Dollars in Millions)

2006Fair value

$
2,094Prepayment rate:Decline in fair value from 10%
    adverse change

$
102Decline in fair value from 20%
    adverse change


234Discount rate:Decline in fair value from 10%
    adverse change


70Decline in fair value from 20%
    adverse change


136   Derivative
    Instruments:
     32
 ANNUAL REPORT 2006




---



##### Table of Contents



Income Taxes:
    Recent
    Accounting Pronouncements and Developments
      ANNUAL REPORT 2006
 33




---



##### Table of Contents



Financial Review (Continued)
  Fourth
    Quarter Review
               year-over-year originate-and-sell
     Forward-Looking
    Statements
     34
 ANNUAL REPORT 2006




---



##### Table of Contents



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

First


Second


Third


Fourth


Full
    Year2006Condensed 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 credit losses


27



60



73



323



483Fees and other
    income(1)


644



783



877



1,715



4,019Net securities gains/(losses)


12



1







(13)



Noninterest expense


1,149



1,173



1,184



1,211



4,717Income 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


62.85



60.17



58.43



42.51



54.52Per Common ShareBasic net
    income(2)

$
.75


$
.77


$
.87


$
1.37


$
3.77Diluted net
    income(2)


.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 credit losses


70



26



56



132



284Fees and other income


785



976



748



768



3,277Net securities gains/(losses)


14



5



(1)



9



27Noninterest expense


1,148



1,180



1,156



1,267



4,751Income 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


59.10



54.95



59.16



64.65



59.36Per 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



1.442004Condensed Income
    StatementInterest income

$
1,331


$
1,381


$
1,593


$
1,721


$
6,026Interest expense


325



335



424



509



1,593Net interest income


1,006



1,046



1,169



1,212



4,433Provision for credit losses


83



61



98



81



323Fees and other
    income(3)


1,109



849



1,021



1,442



4,421Net securities gains






5



3



11



19Noninterest expense


965



1,049



1,211



1,247



4,472Income before income tax expense


1,067



790



884



1,337



4,078Net income


710



519



591



960



2,780Financial RatiosReturn on average common equity


29.58
%


20.13
%


19.00
%


29.71
%


24.56
%Return on average assets


2.61



1.80



1.76



2.77



2.23Net interest margin


4.11



4.03



3.97



4.01



4.02Efficiency ratio


45.50



55.15



55.11



46.85



50.35Per Common ShareBasic net income

$
1.17


$
.84


$
.88


$
1.48


$
4.37Diluted net income


1.16



.83



.86



1.46



4.31Dividends declared and paid


.32



.32



.35



.35



1.34  (1)
    Fees and other income for the fourth quarter of 2006 include a
    $984 million pretax gain on the sale of First Franklin.(2)
    The sum of the quarterly earnings per share may not equal the
    year-to-date
    earnings per share due to rounding.(3)
    Fees and other income for the fourth quarter of 2004 include a
    $714 pretax gain on the sale of National Processing.     ANNUAL REPORT 2006
 35




---



##### Table of Contents



Statistical Data
  Consolidated
    Statements of Income and Selected Financial
    Data(a)
  For the Calendar Year(In Millions, Except
    Per Share Amounts)

2006(b)


2005


2004(c)


2003


2002


2001


2000


1999


1998


1997


1996Statements of IncomeInterest income:Loans

$
8,352


$
7,239


$
5,560


$
5,553


$
5,319


$
5,857


$
5,793


$
4,938


$
4,812


$
4,487


$
4,425Securities


414



382



377



355



519



492



715



895



861



825



844Other


168



111



89



57



63



59



62



80



84



51



50Total interest income


8,934



7,732



6,026



5,965



5,901



6,408



6,570



5,913



5,757



5,363



5,319Interest expense:Deposits


2,420



1,605



896



892



1,148



1,778



1,937



1,636



1,846



1,813



1,862Borrowings and long-term debt


1,910



1,431



697



738



762



1,198



1,671



1,277



999



739



612Total interest expense


4,330



3,036



1,593



1,630



1,910



2,976



3,608



2,913



2,845



2,552



2,474Net interest income


4,604



4,696



4,433



4,335



3,991



3,432



2,962



3,000



2,912



2,811



2,845Provision for credit losses


483



284



323



638



682



605



287



250



201



225



240Net interest income after provision
    for credit losses


4,121



4,412



4,110



3,697



3,309



2,827



2,675



2,750



2,711



2,586



2,605Fees and other income


4,019



3,277



4,421



3,546



2,467



2,540



2,424



2,243



2,180



1,766



1,528Securities gains, net






27



19



47



81



145



57



138



134



81



109Total noninterest income


4,019



3,304



4,440



3,593



2,548



2,685



2,481



2,381



2,314



1,847



1,637Noninterest expense


4,717



4,751



4,472



4,053



3,688



3,345



3,184



2,983



3,377



2,793



2,800Income before income taxes


3,423



2,965



4,078



3,237



2,169



2,167



1,972



2,148



1,648



1,640



1,442Income taxes


1,123



980



1,298



1,120



722



779



670



743



577



518



448Net income

$
2,300


$
1,985


$
2,780


$
2,117


$
1,447


$
1,388


$
1,302


$
1,405


$
1,071


$
1,122


$
994Per Common ShareDiluted net income

$
3.72


$
3.09


$
4.31


$
3.43


$
2.35


$
2.27


$
2.13


$
2.22


$
1.61


$
1.71


$
1.48Dividends declared


1.52



1.44



1.34



1.25



1.20



1.16



.855



1.085



.97



.86



.94Dividends paid


1.52



1.44



1.34



1.25



1.20



1.16



1.14



1.06



.94



.84



.74Average diluted shares


617.67



641.60



645.51



616.41



616.17



611.94



612.63



632.45



665.72



655.47



673.10Book value


$23.06



$20.51



$19.80



$15.39



$13.35



$12.15



$11.06



$9.39



$10.69



$9.75



$9.39Tangible book value


16.73



14.85



14.36



13.47



11.46



10.23



9.09



7.23



8.96



8.86



8.55Market value (close)


36.56



33.57



37.55



33.94



27.32



29.24



28.75



23.69



36.25



32.88



22.44Financial RatiosReturn on average common equity


17.98
%


15.54
%


24.56
%


23.60
%


18.14
%


19.94
%


21.29
%


22.64
%


15.40
%


18.20
%


16.69
%Return on average total equity


18.00



15.55



24.57



23.60



18.14



19.90



21.21



22.56



15.37



18.20



16.61Return on average assets


1.66



1.40



2.23



1.79



1.40



1.49



1.52



1.67



1.34



1.56



1.40Average stockholders equity
    to average assets


9.21



9.02



9.10



7.57



7.70



7.49



7.17



7.39



8.70



8.57



8.44Dividend payout ratio


40.86



46.60



31.09



36.44



51.06



51.10



40.14



48.87



60.25



50.29



63.51Net interest margin


3.75



3.74



4.02



4.08



4.33



4.08



3.85



3.99



4.11



4.37



4.47Net charge-offs to average
    portfolio loans


.44



.36



.39



.80



.83



.68



.46



.43



.37



.44



.46Efficiency ratio


54.52



59.36



50.35



51.24



56.85



55.70



58.75



56.49



65.81



60.45



63.47At Year EndAssets

$
140,191


$
142,397


$
139,414


$
114,102


$
118,153


$
105,905


$
88,618


$
87,121


$
88,246


$
75,779


$
72,918Portfolio loans


95,492



106,039



100,271



79,344



72,174



68,058



65,603



60,204



58,011



51,994



50,442Loans held for sale or
    securitization


12,853



9,667



12,430



15,368



24,501



16,831



3,439



2,731



3,508



1,250



444Securities


7,509



7,875



8,765



6,525



8,675



9,479



9,597



14,565



15,813



13,651



13,245Deposits


87,234



83,986



85,955



63,930



65,119



63,130



55,256



50,066



58,247



52,617



53,619Long-term debt


26,356



30,970



28,696



23,666



22,730



17,316



18,145



15,038



9,689



6,297



3,516Total stockholders equity


14,581



12,613



12,804



9,329



8,161



7,381



6,770



5,728



7,013



6,158



6,216Common shares outstanding


632.38



615.05



646.75



606.00



611.49



607.35



609.19



607.06



652.65



631.39



661.72  (a)
    Years prior to 2000 reflect restatements, where applicable, for
    stock splits and
    pooling-of-interests
    business combinations.(b)
    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.  (c)
    Results for 2004 include the acquisitions of Allegiant Bancorp
    Inc., Provident Financial Group Inc., and Wayne Bancorp, and the
    sale of National Processing, Inc. Refer to Note 3 of the
    Consolidated Financial Statements for further details.     36
 ANNUAL REPORT 2006




---



##### Table of Contents



Report on
    Managements Assessment of Internal Control over
    Financial Reporting
        -s- David A Daberko

-s- Jeffrey D. KellyDavid A. Daberko

Jeffrey D. KellyChairman and Chief

Vice Chairman andExecutive Officer

Chief Financial Officer   Cleveland, Ohio
 February 7, 2007
     ANNUAL REPORT 2006
 37




---



##### Table of Contents



Reports Of
    Ernst & Young LLP,
    Independent Registered Public Accounting Firm
  Report
    on Effectiveness of Internal Control Over Financial Reporting
               
     Report
    on Consolidated Financial Statements
         Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans
    
       38
 ANNUAL REPORT 2006




---



##### Table of Contents



Consolidated
    Financial Statements
  Consolidated
    Balance Sheets
  December 31(Dollars in
    Thousands, Except Per Share Amounts)

2006


2005AssetsCash and demand balances due from
    banks

$
3,521,153


$
3,707,665Federal funds sold and security
    resale agreements


1,551,350



301,260Securities available for sale, at
    fair value


7,508,820



7,874,628Other investments


6,317,779



2,108,622Loans held for sale or
    securitization:Commercial


33,661



10,784Commercial real estate


177,312



35,306Residential real estate


9,327,783



9,192,282Home equity lines of credit


2,888,512



Credit card


425,000



425,000Student loans


638



3,758Total loans held for sale or
    securitization


12,852,906



9,667,130Portfolio loans:Commercial


31,052,021



27,571,913Commercial construction


4,266,280



3,366,774Commercial real estate


12,436,458



12,407,576Residential real estate


24,775,632



32,822,947Home equity lines of credit


14,594,782



21,438,690Credit card and other unsecured
    lines of credit


3,006,789



2,611,679Other consumer


5,360,110



5,819,144Total portfolio loans


95,492,072



106,038,723Allowance for loan losses


(1,131,175
)


(1,094,047
)Net portfolio loans


94,360,897



104,944,676Properties and equipment


1,402,150



1,328,903Equipment leased to others


572,952



696,327Other real estate owned


229,070



97,008Mortgage servicing rights


2,094,387



2,115,715Goodwill


3,815,911



3,313,109Other intangible assets


183,648



168,353Derivative assets


612,914



772,918Accrued income and other assets


5,166,905



5,300,800Total Assets

$
140,190,842


$
142,397,114LiabilitiesDeposits:Noninterest bearing

$
17,537,278


$
17,429,227NOW and money market


30,335,531



28,304,007Savings


1,881,444



2,147,022Consumer time


23,620,821



20,527,784Other


4,119,756



6,734,915Foreign


9,738,760



8,843,036Total deposits


87,233,590



83,985,991Federal funds borrowed and security
    repurchase agreements


5,283,997



6,499,254Borrowed funds


1,648,967



3,517,537Long-term debt


25,406,971



30,496,093Junior subordinated debentures owed
    to unconsolidated subsidiary trusts


948,705



473,523Derivative liabilities


717,830



738,343Accrued expenses and other
    liabilities


4,369,779



4,073,502Total Liabilities

$
125,609,839


$
129,784,243Stockholders
    EquityPreferred stock, no par value, $100
    liquidation value per share, authorized 5,000,000 shares,
    70,272 shares outstanding in 2006 and 2005

$



$
Common stock, par value $4 per
    share, 1,400,000,000 shares authorized, 632,381,603 and
    615,047,663 outstanding shares at December 31, 2006 and
    2005, respectively


2,529,527



2,460,191Capital surplus


4,793,537



3,681,603Retained earnings


7,328,853



6,459,212Accumulated other comprehensive
    (loss) income


(70,914
)


11,865Total Stockholders
    Equity


14,581,003



12,612,871Total Liabilities and
    Stockholders Equity

$
140,190,842


$
142,397,114   See Notes to Consolidated Financial Statements
     ANNUAL REPORT 2006
 39




---



##### Table of Contents



Consolidated
    Financial Statements (Continued)
  Consolidated
    Statements of Income
  For the Calendar Year(Dollars
    in Thousands, Except Per Share Amounts)

2006


2005


2004Interest IncomeLoans

$
8,351,493


$
7,239,110


$
5,560,221Securities:Taxable


385,807



342,797



338,724Exempt from Federal income taxes


25,461



30,509



32,669Dividends


2,906



8,857



5,906Federal funds sold and security
    resale agreements


34,847



12,266



6,185Other investments


133,248



98,280



82,298Total interest income


8,933,762



7,731,819



6,026,003Interest ExpenseDeposits


2,420,316



1,604,601



896,131Federal funds borrowed and security
    repurchase agreements


284,505



209,893



94,097Borrowed funds


102,893



67,896



15,237Long-term debt and capital
    securities


1,522,445



1,153,681



587,870Total interest expense


4,330,159



3,036,071



1,593,335Net Interest Income


4,603,603



4,695,748



4,432,668Provision for Credit
    Losses


482,593



283,594



323,272Net interest income after provision
    for credit losses


4,121,010



4,412,154



4,109,396Noninterest IncomeLoan sale revenue


765,513



808,356



878,705Loan servicing revenue


91,467



399,379



500,995Deposit service charges


818,301



740,280



669,746Trust and investment management fees


300,747



296,012



300,931Leasing revenue


228,149



267,315



180,407Other service fees


150,606



124,869



112,574Insurance revenue


129,341



102,789



91,253Brokerage revenue


157,823



159,433



145,869Card-related fees


114,275



110,392



89,453Gain on divestitures


983,940



16,001



790,506Other


279,286



252,406



660,768Total fees and other income


4,019,448



3,277,232



4,421,207Securities (losses) gains, net


(483
)


27,087



18,974Total noninterest income


4,018,965



3,304,319



4,440,181Noninterest ExpenseSalaries, benefits, and other
    personnel


2,603,554



2,560,250



2,362,949Equipment


326,058



303,471



299,867Net occupancy


297,949



315,647



254,006Third-party services


352,343



332,391



350,298Marketing and public relations


147,679



164,533



115,403Leasing expense


165,067



178,969



125,685Other


824,689



895,796



963,429Total noninterest expense


4,717,339



4,751,057



4,471,637Income before income tax expense


3,422,636



2,965,416



4,077,940Income tax expense


1,122,800



980,187



1,298,006Net Income

$
2,299,836


$
1,985,229


$
2,779,934Net Income Per Common
    ShareBasic

$
3.77


$
3.13


$
4.37Diluted


3.72



3.09



4.31Average Common
    Shares OutstandingBasic


609,316,070



633,431,660



635,450,188Diluted


617,671,507



641,600,969



645,510,514Dividends declared per common share

$
1.52


$
1.44


$
1.34   See Notes to Consolidated Financial Statements
     40
 ANNUAL REPORT 2006




---



##### Table of Contents



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,
    2003

$



$
2,423,985


$
1,116,279


$
5,723,720


$
64,687


$
9,328,671Comprehensive income:Net income














2,779,934







2,779,934Other comprehensive income, net of
    tax:Change in unrealized gains and
    losses on securities, net of reclassification adjustment for net
    gains included in net income


















(25,125
)


(25,125
)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


















61,026



61,026Total comprehensive income






















2,815,835Common dividends declared,
    $1.34 per share














(860,354
)






(860,354
)Preferred dividends declared,
    $11.17 per share














(785
)






(785
)Issuance of 9,926,163 common shares
    under stock-based compensation plans






38,215



307,658











345,873Repurchase of 40,087,100 common
    shares






(160,348
)


(134,120
)


(1,174,284
)






(1,468,752
)Issuance of 71,286,645 common
    shares and 70,272 preferred shares pursuant to
    acquisition(1)






285,147



2,358,284











2,643,431Other










(390
)










(390
)Balance, 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-based compensation 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
    losses 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
    acquisition(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
)

$
14,581,003  (1)
    Includes fair value of stock options exchanged and other equity
    instruments issued, if applicable.  See Notes to Consolidated Financial Statements
     ANNUAL REPORT 2006
 41




---



##### Table of Contents



Consolidated
    Financial Statements (Continued)
  Consolidated
    Statements of Cash Flows
  For the Calendar Year(In Thousands)

2006


2005


2004Operating ActivitiesNet income

$
2,299,836


$
1,985,229


$
2,779,934Adjustments to reconcile net income
    to net cash provided by operating activities:Provision for credit losses


482,593



283,594



323,272Depreciation and amortization of
    properties and equipment


398,193



426,011



343,001Amortization of intangible assets
    and other servicing assets


95,211



99,012



75,842Accretion of premiums/discounts on
    securities, loans, deposits, and debt


167,509



(65,294
)


(97,461
)MSR fair value changes,
    amortization and impairment charges, and recoveries


405,754



432,108



612,823Derivative gains, net


(266,414
)


(317,058
)


(620,142
)Gain on divestitures


(983,940
)


(16,001
)


(790,506
)Securities losses (gains), net


483



(27,087
)


(18,974
)Gains on loans sold or securitized,
    net


(623,431
)


(602,286
)


(613,585
)Other losses (gains), net


9,887



157,316



(14,887
)Originations and purchases of loans
    held for sale or securitization


(70,524,228
)


(74,928,227
)


(80,725,186
)Principal payments on and proceeds
    from sales of loans held for sale or securitization


74,459,084



77,672,465



82,575,700Excess tax benefit for share based
    payments


(21,261
)






Net change in trading assets and
    liabilities


306,987



(515,643
)


(348,575
)Provision for deferred income taxes


39,752



348,411



(60,389
)Increase in accrued interest
    receivable


(83,571
)


(83,639
)


(57,892
)Increase in accrued interest payable


40,242



31,766



15,434Other operating activities, net


(8,055
)


1,051,011



1,290,260Net cash provided by operating
    activities


6,194,631



5,931,688



4,668,669Lending and Investing
    ActivitiesNet (increase) decrease in federal
    funds sold, security resale agreements, and other investments


(1,488,655
)


(263,945
)


320,398Purchases of
    available-for-sale
    securities


(1,870,931
)


(2,738,209
)


(1,356,198
)Proceeds from sales of
    available-for-sale
    securities


1,346,372



1,693,294



1,457,137Proceeds from maturities, calls,
    and prepayments of
    available-for-sale
    securities


1,440,652



1,817,125



2,376,281Net decrease (increase) in loans


381,084



(10,850,628
)


(11,292,223
)Proceeds from sales of loans


1,527,997



1,294,862



1,193,824Proceeds from securitizations of
    loans


648,236



2,730,822



811,185Net increase in properties and
    equipment


(304,506
)


(189,505
)


(145,731
)Net cash received (paid) for
    acquisitions


156,561



(322,273
)


172,526Net cash (transferred) received for
    divestitures


(74,214
)


24,241



1,114,030Net cash provided by (used in)
    lending and investing activities


1,762,596



(6,804,216
)


(5,348,771
)Deposit and Financing
    ActivitiesNet increase (decrease) in deposits


429,842



(1,663,242
)


9,710,994Net (decrease) increase in federal
    funds borrowed and security repurchase agreements


(1,237,235
)


606,826



(2,423,938
)Net (decrease) increase in borrowed
    funds


(769,191
)


1,457,883



(5,016,494
)Repayments of long-term debt


(13,421,953
)


(9,736,627
)


(13,382,078
)Proceeds from issuances of
    long-term debt, net


8,188,570



12,159,635



14,011,970Dividends paid


(933,532
)


(923,993
)


(861,139
)Issuances of common stock


292,405



339,374



345,873Repurchases of common stock


(713,906
)


(1,491,703
)


(1,468,752
)Excess tax benefit for share based
    payments


21,261







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


(8,143,739
)


748,153



916,436Net (decrease) increase in cash and
    demand balances due from banks


(186,512
)


(124,375
)


236,334Cash and demand balances due from
    banks, January 1


3,707,665



3,832,040



3,595,706Cash and Demand Balances Due
    from Banks, December 31

$
3,521,153


$
3,707,665


$
3,832,040Supplemental
    InformationCash paid for:Interest

$
4,289,917


$
3,004,305


$
1,577,901Income taxes


658,961



835,635



1,181,574Noncash items:Transfers of loans to other real
    estate


554,224



194,878



322,963Transfers of loans to held for sale


10,568,310



3,634,206



668,237Common shares, preferred shares,
    and stock options issued for acquisitions


1,088,031



(10,842
)


2,643,431Investment received upon sale of
    First Franklin


4,474,810







Carrying value of securities
    donated to the National City Charitable Foundation






24,179



422   See Notes to Consolidated Financial Statements
     42
 ANNUAL REPORT 2006




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##### Table of Contents



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,
  Use of
    Estimates:
  Statement of Cash
    Flows:
  Business
    Combinations:
  Loans and
    Leases:
     ANNUAL REPORT 2006
 43




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
     Accounting for
    Transfers and Servicing of Financial Assets and Extinguishments
    of Liabilities
          other-than-temporary other-than-temporary
      Accounting by Creditors for
    Impairment of a Loan,
     44
 ANNUAL REPORT 2006




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##### Table of Contents



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. GNMA-insured
  Securities: Accounting for Certain
    Investments in Debt and Equity Securities.
       ANNUAL REPORT 2006
 45




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
     other-than-temporary other-than-temporary
      Principal
    Investments:
        Securities Purchased Under
    Agreements to Resell and Securities Sold Under Agreements to
    Repurchase:
  Goodwill and Other Intangible
    Assets:
       46
 ANNUAL REPORT 2006




---



##### Table of Contents



Depreciable
    Assets: Accounting for Leases
      Asset
    Securitizations:
  Accounting for Transfers and Servicing of
    Financial Assets and Extinguishments of Liabilities
  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
         ANNUAL REPORT 2006
 47




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
        interest-only other-than-temporary. other-than-temporary
              Servicing
    Assets:
     48
 ANNUAL REPORT 2006




---



##### Table of Contents



Accounting for Servicing of Financial
    Assets. and/or
  Accounting for
    Derivative Instruments and Hedging Activities other-than-temporary Other-than-temporary
    Derivative
    Instruments:
  Accounting for
    Derivative Instruments and Hedging Activities,
         ANNUAL REPORT 2006
 49




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
      Share-Based
    Payment:
  Accounting for Stock Issued
    to Employees
    For the(In Thousands,
    Except

Calendar YearPer Share Amounts)

2004Net income, as reported

$
2,779,934Add: option expense included in
    reported net income, net of related tax effectsNational City common stock


17,324National Processing common stock


4,180Less: total option expense
    determined under fair value method for all option awards, net of
    related tax effectsNational City common stock


(27,190
)National Processing common stock


(6,684
)Pro forma net income

$
2,767,564Pro forma net income per share:Basic  as reported


$4.37Basic  pro forma


4.35Diluted  as reported


4.31Diluted  pro forma


4.29   Advertising
    Costs:
  Income
    Taxes:
    Stock
    Repurchases:
  2.
    Recent
    Accounting Pronouncements Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans: Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans.
     50
 ANNUAL REPORT 2006




---



##### Table of Contents



Fair Value Measurements: Fair
    Value Measurements
  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 13-2
  Accounting for Uncertainty in
    Income Taxes: Accounting for
    Uncertainty in Income Taxes Accounting for Income Taxes.
  Accounting for Servicing of
    Financial Assets: Accounting for Servicing of Financial
    Assets
       ANNUAL REPORT 2006
 51




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
   Share-Based
    Payment: Accounting for Stock-Based Compensation Share-Based Payment.
  Accounting for Certain Hybrid
    Financial Instruments: Accounting for Certain Hybrid
    Financial Instruments, ,
    Accounting for Derivative Instruments and Hedging Activities, Accounting for Transfers and Servicing
    of Financial Assets and Extinguishments of Liabilities.
  Meaning of
    Other-Than-Temporary
    Impairment: 115-1, The Meaning of
    Other-Than-Temporary
    Impairment and Its Application to Certain Investments. other-than-temporary other-than-temporary, other-than-temporary
  Accounting Changes and Error
    Corrections: Accounting Changes and Error Corrections,
  Exchanges of Nonmonetary
    Assets: Exchanges of Nonmonetary Assets, Accounting for
    Nonmonetary Transactions.
  3.
    Acquisitions
    and Divestitures Acquisitions:
         52
 ANNUAL REPORT 2006




---



##### Table of Contents



(In Thousands)

HarborPurchase Price

$
1,094,369Carrying value of net assets
    acquired


(344,162
)Excess of purchase price over
    carrying value of net assets acquired


750,207Purchase accounting adjustmentsSecurities


9,699Loans


(50,883
)Premises and equipment


(25,932
)Mortgage servicing rights


(3,253
)Other assets


(7,135
)Deposits


(12,440
)Borrowings


(769
)Severance and exit costs


12,346Other liabilities


3,635Deferred taxes


43,732Subtotal


719,207Core deposit intangibles


(36,935
)Other identifiable intangible assets


(306
)Goodwill

$
681,966     (In Thousands)

HarborAssetsCash and cash equivalents

$
242,124Securities


389,869Loans, net of allowance for loan
    losses


2,659,924Premises and other equipment


87,466Goodwill and other intangibles


719,207Mortgage servicing rights


4,741Other assets


61,301Total Assets


4,164,632LiabilitiesDeposits


2,378,664Borrowings


614,680Other liabilities


76,919Total Liabilities


3,070,263Fair value of net assets
    acquired

$
1,094,369   Divestitures:
     ANNUAL REPORT 2006
 53




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
  4.
    Restructuring
    Charges         third-party
    For the Year
    EndedDecember 31,
    2006Best In


Acquisitions(In Thousands)

Total


Class


and
    OtherBeginning balance

$
87,853


$
47,690


$
40,163Severance and other employee
    related costs:Charged to expense


33,482



6,581



26,901Recognized in purchase price
    allocation


11,967







11,967Payments


(57,194
)


(36,805
)


(20,389
)Exit costs, contract terminations
    and other:Charged to expense


3,710



3,710



Recognized in purchase price
    allocation


4,778







4,778Payments


(11,992
)


(5,957
)


(6,035
)Ending balance

$
72,604


$
15,219


$
57,385   For the Year
    EndedDecember 31,
    2005Best In


Acquisitions(In Thousands)

Total


Class


and OtherBeginning balance

$
98,486


$



$
98,486Severance and other employee
    related costs:Charged to expense


68,526



53,242



15,284Recognized in purchase price
    allocation


(2,716
)






(2,716
)Payments


(69,039
)


(9,899
)


(59,140
)Exit costs, contract terminations
    and other:Charged to expense


12,470



12,470



Recognized in purchase price
    allocation


(1,453
)






(1,453
)Payments


(18,421
)


(8,123
)


(10,298
)Ending balance

$
87,853


$
47,690


$
40,163   5.
    Securitization
    Activity   Credit Card: (Series 2006-1) Series 2001-1 (Series 2005-1) Series 2000-1
     54
 ANNUAL REPORT 2006




---



##### Table of Contents



Series 2002-1
  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



13.79   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   Series 2005-A
     ANNUAL REPORT 2006
 55




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
    As
    of December 31,2006


For
    the Calendar YearPrincipal


Loans
    Past Due


Average


Net
    Credit(In
    Millions)

Balance


30 Days
    or More


Balances


LossesManaged loans: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


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



Loans held for securitization:Credit Card


425.0







124.0



Loans held in
    portfolio

$
1,370.4


$
76.4


$
1,225.9


$
47.5   As of
    December 31,2005


For the Calendar YearPrincipal


Loans Past Due


Average


Net Credit(In
    Millions)

Balance


30 Days
    or More


Balances


LossesManaged loans:Credit Card

$
2,482.9


$
98.6


$
2,379.8


$
155.7Automobile


2,954.3



67.8



3,362.9



42.3Home Equity


27,919.2



134.1



27,177.2



58.3SBA


43.8



4.4



30.7



Total loans managed


33,400.2



304.9



32,950.6



256.3Less:Loans securitized:Credit Card


1,026.1



37.4



1,307.0



76.0Automobile


2,602.2



30.8



860.8



12.0Home Equity


13.2



1.0



39.5



1.5SBA


43.8



4.4



30.7



Loans held for securitization:Credit Card


425.0







141.8



Automobile










179.0



Home Equity










3.9



Loans held in
    portfolio

$
29,289.9


$
231.3


$
30,387.9


$
166.8     For the Calendar Year2006


2005Credit





Home





Credit





Home(In
    Millions)

Card


Automobile


Equity


SBA


Card


Automobile


Equity


SBAProceeds from new securitizations

$
425.0


$



$



$
223.2


$
600.0


$
2,103.9


$



$
44.7Proceeds from collections
    reinvested in previous securitizations


2,752.2















2,789.3







2.7



Servicing fees received


26.9



20.1











28.1



8.7



.3



Other cash flows received on
    retained interest


92.3



29.5







1.4



70.8



15.7



.9



.7Proceeds from sales of previously
    charged-off accounts


4.7















1.0











Purchases of delinquent or
    foreclosed assets










.1















1.2



       56
 ANNUAL REPORT 2006




---



##### Table of Contents



For the Calendar Year2004Credit





Home(In
    Millions)

Card


Automobile


Equity


SBAProceeds from new securitizations

$



$
811.2


$



$
8.1Proceeds from collections
    reinvested in previous securitizations


3,094.1







4.4



Servicing fees received


29.0



10.6



.2



Other cash flows received on
    retained interest


90.9



18.7



1.1



3.2Proceeds from sales of previously
    charged-off accounts














Purchases of delinquent or
    foreclosed assets














     VariableWeighted-


Annual


Monthly


ExpectedAverage


Coupon


Principal


Annual


AnnualFair


Life


Rate to


Repayment


Credit


Discount(Dollars
    in Millions)

Value


(in
    months)


Investors


Rate


Losses


Rate


YieldCredit Card
    Loans

$
5.2



3.1



5.42
%


19.34
%


3.97
%


15.00
%


13.58
%Interest-only stripsDecline in fair value of 10%
    adverse change









$
1.4


$
0.4


$
1.0


$



$
3.4Decline in fair value of 20%
    adverse change










2.7



0.7



2.0







5.2   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

$
11.5



7.2



1.50
%


1.82
%


12.00
%


7.02
%Decline in fair value of 10%
    adverse change









$
0.4


$
3.1


$
0.2


$
2.9Decline in fair value of 20%
    adverse change










0.4



4.6



0.4



4.0Servicing
    asset(b)

$
10.1



8.4



1.50
%


1.82
%


10.15
%


7.02
%Decline in fair value of 10%
    adverse change









$
0.8


$



$
0.1


$
Decline in fair value of 20%
    adverse change










1.7







0.1



  (a)
    Absolute prepayment speed.(b)
    Carrying value of servicing assets at December 31, 2006 was
    $8 million.  6.
    Leases   Lease
    Financings:
    ANNUAL REPORT 2006
 57




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
     (In
    Thousands)

2006


2005CommercialDirect financings

$
3,868,271


$
3,237,722Leveraged leases


214,669



307,439Total commercial lease
    financings


4,082,940



3,545,161ConsumerRetail automobile lease financings


299,704



411,147Total net investment in lease
    financings

$
4,382,644


$
3,956,308     (In
    Thousands)

2006


2005CommercialLease payments receivable

$
4,260,255


$
3,559,471Estimated residual value of leased
    assets


408,809



482,049Gross investment in commercial
    lease financings


4,669,064



4,041,520Unearned income


(586,124
)


(496,359
)Total net investment in
    commercial lease financings

$
4,082,940


$
3,545,161ConsumerLease payments receivable

$
117,176


$
221,512Estimated residual value of leased
    assets


201,723



231,582Gross investment in consumer lease
    financings


318,899



453,094Unearned income


(19,195
)


(41,947
)Total net investment in consumer
    lease financings

$
299,704


$
411,147     For the Calendar Year(In
    Thousands)

2006


2005CommercialBeginning balance

$
482,049


$
541,809Additions


95,174



82,765Acquisition(a)






1,519Run-off


(156,972
)


(144,044
)Write-downs


(11,442
)


Ending balance

$
408,809


$
482,049ConsumerBeginning balance

$
231,582


$
263,768Additions






Run-off


(29,859
)


(32,186
)Write-downs






Ending balance

$
201,723


$
231,582  (a)
    Associated with the acquisition of National City Vendor Finance.
    Refer to Note 3 for further details of this acquisition.    2012 and(In Millions)

2007


2008


2009


2010


2011


Beyond


TotalCommercial

$
1,526.5


$
938.0


$
686.1


$
445.8


$
231.5


$
432.4


$
4,260.3Consumer


14.0



50.3



48.6



4.3











117.2Total

$
1,540.5


$
988.3


$
734.7


$
450.1


$
231.5


$
432.4


$
4,377.5   Equipment Leased to
    Others:
    (In
    Thousands)

2006


2005CommercialCost

$
616,787


$
455,462Accumulated depreciation


(151,358
)


(104,373
)Net carrying value of commercial
    leased equipment


465,429



351,089ConsumerCost


156,342



457,332Accumulated depreciation


(48,819
)


(112,094
)Net carrying value of consumer
    leased equipment


107,523



345,238Total net carrying value of
    equipment leased to others

$
572,952


$
696,327       2012 and(In Millions)

2007


2008


2009


2010


2011


Beyond


TotalCommercial

$
121.0


$
96.1


$
67.2


$
41.5


$
25.0


$
36.9


$
387.7Consumer


14.3



10.9



1.3















26.5Total

$
135.3


$
107.0


$
68.5


$
41.5


$
25.0


$
36.9


$
414.2      58
 ANNUAL REPORT 2006




---



##### Table of Contents



7.
    Loans,
    Allowance for Loan Losses and Allowance for Losses on
    Lending-Related Commitments     For the Calendar Year(In Thousands)

2006


2005


2004Balance at beginning of
    period

$
1,094,047


$
1,188,462


$
1,022,720Provision for loan losses


488,208



300,531



339,441Charge-offs


(645,140
)


(602,902
)


(570,999
)Recoveries


203,612



222,042



225,327Net charge-offs


(441,528
)


(380,860
)


(345,672
)Other(a)


(9,552
)


(14,086
)


171,973Balance at end of
    period

$
1,131,175


$
1,094,047


$
1,188,462  (a)
    Includes the allowance for loan losses associated with
    acquisitions, portfolio loans transferred to held for sale, and
    in 2006, reinsurance claims paid to third parties.  
    For the Calendar Year(In Thousands)

2006


2005


2004Balance at beginning of
    period

$
83,601


$
100,538


$
102,609Net provision for losses on
    lending-related commitments


(5,615
)


(16,937
)


(16,169
)Allowance related to
    lending-related commitments
    acquired(a)










14,098Balance at end of
    period

$
77,986


$
83,601


$
100,538  (a)
    Represents allowance associated with the acquisitions of
    Allegiant, Provident, and Wayne.      December 31(In Thousands)

2006


2005Impaired loans with an associated
    allowance

$
118,127


$
69,858Impaired loans without an
    associated allowance


71,360



46,799Total impaired loans

$
189,487


$
116,657Allowance for loan losses allocated
    to impaired loans

$
29,545


$
20,058   8.
    Securities  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,
    2005Amortized


Unrealized


Unrealized


Fair(In Thousands)

Cost


Gains


Losses


ValueU.S. Treasury

$
992,953


$
17,282


$
6,502


$
1,003,733Federal agency


181,196



2,132



2,895



180,433Mortgage-backed securities


5,437,449



27,849



69,929



5,395,369Asset-backed and corporate debt
    securities


245,758



2,385



424



247,719States and political subdivisions


607,499



14,537



1,211



620,825Other


415,954



11,283



688



426,549Total securities

$
7,880,809


$
75,468


$
81,649


$
7,874,628        ANNUAL REPORT 2006
 59




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
    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   December 31,
    2005Less Than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


Unrealized(In Thousands)

Value


Losses


Value


Losses


Value


LossesU.S. Treasury

$
410,906


$
6,418


$
4,773


$
84


$
415,679


$
6,502Federal agency


22,632



347



133,367



2,548



155,999



2,895Mortgage-backed securities


2,949,622



38,420



1,000,332



31,509



3,949,954



69,929Asset-backed securities


60,988



384



12,894



40



73,882



424States and political subdivisions


62,233



528



38,416



683



100,649



1,211Other


27,555



370



4,677



318



32,232



688Total

$
3,533,936


$
46,467


$
1,194,459


$
35,182


$
4,728,395


$
81,649   Available-for-sale other-than-temporary other-than-temporary
    Weighted-Within 1


1 to 5


5 to 10


After 10





Average(Dollars in
    Thousands)

Year


Years


Years


Years


Total


Yield(a)U.S. Treasury

$
15,272


$
697,435


$
328,277


$
10,606


$
1,051,590



4.63%Federal agency


99,990



105,226



20,440



24,398



250,054



3.62%Mortgage-backed securities


45,666



2,336,579



2,437,511



485,873



5,305,629



5.35%Asset-backed and corporate debt
    securities


26,992



58,430



20,496



68,911



174,829



5.98%States and political subdivisions


46,493



299,279



90,466



63,325



499,563



7.27%Other


4,898



109,271



1,749



105,409



221,327



5.60%Amortized cost

$
239,311


$
3,606,220


$
2,898,939


$
758,522


$
7,502,992Fair value

$
239,788


$
3,576,258


$
2,919,105


$
773,669


$
7,508,820Weighted-Average
    Yield(a)


3.99
%


4.84
%


5.43
%


5.62
%


5.11
%  (a)
    Yield on debt securities only; equity securities and retained
    interests in securitizations are excluded.          9.
    Trading
    Assets and Liabilities 
     60
 ANNUAL REPORT 2006




---



##### Table of Contents



December 31(In Thousands)

2006


2005Trading assets:Securities

$
447,031


$
409,406Loans


213,514



526,751Derivative instruments


118,962



125,325Total trading assets

$
779,507


$
1,061,482Trading liabilities:Securities sold short

$
52,122


$
25,858Derivative instruments


97,585



98,835Total trading
    liabilities

$
149,707


$
124,693     For the Calendar Year(In Thousands)

2006


2005


2004Net interest income

$
47,555


$
38,492


$
14,085Gains (losses):Securities and securities sold short


14,112



(476
)


4,178Loans


(14,888
)


560



7,140Derivative instruments


8,604



38,349



17,453Total net gains in noninterest
    income


7,828



38,433



28,771Total net trading
    revenue

$
55,383


$
76,925


$
42,856   10.
    Principal
    Investments   For the Calendar Year(In Thousands)

2006


2005Direct Investments:Carrying value at beginning of
    period

$
316,974


$
323,028Investments  new fundings


71,104



99,199Returns of capital and write-offs


(73,571
)


(97,142
)Fair value adjustments


(3,289
)


(8,111
)Carrying value at end of period

$
311,218


$
316,974Indirect Investments:Carrying value at beginning of
    period

$
343,864


$
342,517Investments  new fundings


88,202



78,912Returns of capital and write-offs


(76,200
)


(74,596
)Fair value adjustments


(1,588
)


(2,969
)Carrying value at end of period

$
354,278


$
343,864Total Principal
    Investments:Carrying value at beginning of
    period

$
660,838


$
665,545Investments  new fundings


159,306



178,111Returns of capital and write-offs


(149,771
)


(171,738
)Fair value adjustments


(4,877
)


(11,080
)Carrying value at end of
    period

$
665,496


$
660,838   For the Calendar Year(In Thousands)

2006


2005


2004Principal investment
    revenue(a)

$
29,197


$
28,273


$
47,934Net principal investment
    gains(b)

$
117,882


$
57,156


$
68,964  (a)
    Consists primarily of interest, dividends, and fee income.(b)
    Consists primarily of fair value adjustments and realized gains
    and losses on investments.    11.
    Goodwill
    and Other Intangible Assets   GoodwillJanuary
    1,


Acquired/


Impairment


December 31,(In Thousands)

2006


Adjustments(a)


Losses


2006Consumer and Small Business
    Financial Services

$
1,025,340


$
272,206


$



$
1,297,546Wholesale Banking


1,646,918



549,477







2,196,395National City Mortgage


62,394



29,527







91,921National Consumer Finance


347,756



(347,756
)






Asset Management


230,701



(652
)






230,049Parent and Other














Total

$
3,313,109


$
502,802


$



$
3,815,911       ANNUAL REPORT 2006
 61




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##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
 GoodwillJanuary 1,


Acquired/


Impairment


December 31,(In Thousands)

2005


Adjustments(a)


Losses


2005Consumer and Small Business
    Financial Services

$
1,027,598


$
(2,258
)

$



$
1,025,340Wholesale Banking


1,633,441



13,477







1,646,918National City Mortgage


62,432



(38
)






62,394National Consumer Finance


348,019



(263
)






347,756Asset Management


230,923



(222
)






230,701Parent and Other














Total

$
3,302,413


$
10,696


$



$
3,313,109  (a)
    Represents goodwill associated with acquisitions, divestitures,
    purchase accounting adjustments, as well as the realignment of
    certain reporting units described in Note 27.      (In Thousands)

2006


2005Core depositGross carrying amount

$
239,289


$
253,942Less: accumulated amortization


85,876



119,607Net carrying amount


153,413



134,335Credit cardGross carrying amount


7,699



7,699Less: accumulated amortization


2,914



1,626Net carrying amount


4,785



6,073Operating leaseGross carrying amount


47,205



47,205Less: accumulated amortization


47,205



43,901Net carrying amount






3,304OtherGross carrying amount


62,183



47,690Less: accumulated amortization


36,733



23,049Net carrying amount


25,450



24,641Total finite-lived
    intangiblesGross carrying amount


356,376



356,536Less: accumulated amortization


172,728



188,183Net carrying amount

$
183,648


$
168,353     12.
    Servicing
    Assets   Residential Mortgage Servicing
    Rights:
      62
 ANNUAL REPORT 2006




---



##### Table of Contents



For the Calendar Year(In Thousands)

2006Balance at beginning of period

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


26,392Additions from loans sold with
    servicing retained


576,023Additions from acquisitions


4,741Subtractions from sales of
    servicing
    rights(a)


(222,730
)Changes in fair value due to:Time
    decay(b)


(64,690
)Payoffs(c)


(339,279
)Implementation of internal
    prepayment model


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


54,198Fair value of MSRs at end of
    period

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

$
162,264  (a)
    The First Franklin nonconforming mortgage servicing platform and
    related servicing rights were sold in 2006.(b)
    Represents decrease in MSR value due to passage of time,
    including the impact from both regularly scheduled loan
    principal payments and partial loan paydowns. (c)
    Represents decrease in MSR value associated with loans that paid
    off during the period. (d)
    Represents estimated MSR value change resulting primarily from
    market-driven changes in interest rates.  Other-than-temporary other-than-temporary
  For the Calendar Year(In Thousands)

2005Balance at beginning of period

$
1,612,096Additions from loans sold with
    servicing retained


651,213Amortization


(505,802
)SFAS 133 hedge basis
    adjustments


393,595Sales


(1,851
)Carrying value before valuation
    allowance at end of period


2,149,251Valuation allowanceBalance at beginning of period


(107,230
)Impairment recoveries


73,694Balance at end of
    period


(33,536
)Net carrying value of
    amortization method MSRs at end of period

$
2,115,715Unpaid principal balance of
    loans serviced for others (in millions)

$
176,489Fair value of MSRs:Beginning of period

$
1,517,204End of period


2,142,107         2006


2005Weighted-average life (in years)


3.4



4.0Weighted-average constant
    prepayment rate (CPR)


29.88
%


23.86
%Weighted-average discount rate


11.49



10.39      ANNUAL REPORT 2006
 63




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
    December 312006


2005Weighted-average life (in years)


5.0



4.8Weighted-average CPR


17.66
%


18.58
%Weighted-average discount rate


9.77



9.93   Commercial Real Estate Servicing
    Assets: Other-than-temporary other-than-temporary
      For the Calendar Year(In Thousands)

2006


2005Commercial real estate servicing
    assetsBalance at beginning of period

$
138,408


$
125,778Additions:From loans sold with servicing
    retained


25,333



18,176From assumptions of servicing


1,233



From purchases of servicing


3,623



12,900Subtractions:Amortization


(21,501
)


(17,849
)Sales


(229
)


(597
)Carrying value before valuation
    allowance at end of period


146,867



138,408Valuation allowanceBalance at beginning of period


(1,075
)


(1,032
)Impairment recoveries (charges)


118



(43
)Balance at end of
    period


(957
)


(1,075
)Net carrying value of servicing
    assets at end of period

$
145,910


$
137,333Unpaid principal balance of
    commercial real estate loans serviced for others (in
    millions)

$
16,701


$
14,638Fair value of servicing
    assets:Beginning of period

$
163,182


$
149,820End of period


188,716



163,182     December 312006


2005Weighted-average life (in years)


8.3



9.2Weighted-average discount rate


13.31
%


12.97
%   Other Consumer Loans:
  Contractual Servicing
    Fees:
     64
 ANNUAL REPORT 2006




---



##### Table of Contents



For the Calendar Year(In Thousands)

2006


2005


2004Residential real estate

$
625,007


$
533,291


$
507,178Credit card


110,105



78,105



96,795Commercial real estate


31,696



25,843



10,700Automobile


35,894



11,478



14,945Home equity lines of credit


26,957



746



Home equity loans


3,838







Total contractual servicing
    fees

$
833,497


$
649,463


$
629,618   13.
    Properties
    and Equipment   December 31(In Thousands)

2006


2005Land

$
245,249


$
200,609Buildings and leasehold improvements


1,074,422



1,194,934Equipment


1,058,034



1,214,6772,377,705



2,610,220Less accumulated depreciation and
    amortization


975,555



1,281,317Net properties and
    equipment

$
1,402,150


$
1,328,903       14.
    Federal
    Funds Borrowed and Security Repurchase Agreements   (Dollars in
    Thousands)

2006


2005


2004Balance at December 31:Federal funds borrowed

$
1,526,807


$
3,101,648


$
2,669,386Security repurchase agreements


3,757,190



3,397,606



3,223,042Maximum outstanding at any month
    end:Federal funds borrowed


4,824,432



6,887,983



6,314,532Security repurchase agreements


3,877,339



3,697,789



3,332,276Daily average amount outstanding:Federal funds borrowed


2,885,996



4,021,248



4,925,738Security repurchase agreements


3,486,526



3,316,941



2,917,759Weighted daily average interest
    rate:Federal funds borrowed


5.08
%


3.34
%


1.45
%Security repurchase agreements


3.96



2.28



.78Weighted daily interest rate for
    amounts outstanding at December 31:Federal funds borrowed


5.09
%


4.06
%


2.01
%Security repurchase agreements


4.40



3.05



1.40     15.
    Borrowed
    Funds   December 31(Dollars in
    Thousands)

2006


2005Commercial paper

$
811,842


$
1,051,421U.S. Treasury notes


433,829



1,753,807Federal Home Loan Bank Advances






150,000Senior bank notes






137,000Other


403,296



425,309Total borrowed funds

$
1,648,967


$
3,517,537Weighted-average rate


4.96
%


4.06
%     
  16.
    Long-Term
    Debt   December 31(In Thousands)

2006


20053.20% senior notes due 2008

$
291,764


$
288,3743.125% senior notes due 2009


190,898



189,0235.75% subordinated notes due
    2009


302,550



306,487Variable-rate senior note due 2010


299,908



299,8804.90% senior notes due 2015


389,674



390,8486.875% subordinated notes due
    2019


764,052



782,7488.375% senior note due 2032


69,960



73,059Total holding company


2,308,806



2,330,419Senior bank notes


18,580,239



22,087,7667.25% subordinated notes due
    2010


239,052



244,6016.30% subordinated notes due
    2011


208,065



211,6997.25% subordinated notes due
    2011


197,933



199,5016.25% subordinated notes due
    2011


310,214



315,0746.20% subordinated notes due
    2011


507,892



514,2624.63% subordinated notes due
    2013


295,326



298,4015.25% subordinated notes due
    2016


244,697



5.70% subordinated notes due
    2016


249,486



4.25% subordinated notes due
    2018


224,354



227,077Federal Home Loan Bank advances


1,998,923



3,920,391Secured debt financings


31,067



130,970Other


10,917



15,932Total subsidiaries


23,098,165



28,165,674Total long-term debt

$
25,406,971


$
30,496,093      ANNUAL REPORT 2006
 65




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
        Weighted-Average


Weighted-Average(Dollars in
    Thousands)

Par Value


Contractual Rate


Effective RateSenior bank notes

$
18,629,091



5.22
%


5.40
%Subordinated notes


3,475,000



6.06



5.88Senior notes


1,275,000



4.58



5.77FHLB advances


1,974,715



5.09



4.71Secured debt financings


31,065



5.73



5.44Other


10,917



6.14



6.14Total long-term debt

$
25,395,788



5.30
%


5.43
%           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          66
 ANNUAL REPORT 2006




---



##### Table of Contents



December 31(In Thousands)

2006


20056.625% junior subordinated
    debentures owed to National City Capital Trust II due
    November 15, 2036

$
752,681



8.12% junior subordinated
    debentures owed to First of America Capital Trust I due
    January 31, 2027


154,640


$
154,6409.85% junior subordinated
    debentures owed to Fort Wayne Capital Trust I due
    April 15, 2027


30,928



30,9289.00% junior subordinated
    debentures owed to Allegiant Capital Trust II redeemed
    October 2, 2006






42,7258.60% junior subordinated
    debentures owed to Provident Capital Trust I redeemed
    December 1, 2006






109,3739.45% junior subordinated
    debentures owed to Provident Capital Trust IV redeemed
    March 30, 2006






128,339Variable-rate junior subordinated
    debentures owed to Banc Services Corp. Statutory Trust I
    due June 26, 2032


7,317



7,518Variable-rate junior subordinated
    debentures owed to Forbes First Financial Statutory Trust I
    due June 26, 2032


3,139



Total junior subordinated
    debentures owed to unconsolidated subsidiary trusts

$
948,705


$
473,523       First Call
    DateFirst of America Capital
    Trust I


January 31, 2007Fort Wayne Capital Trust I


April 15, 2007Banc Services Corp. Statutory
    Trust I


June 26, 2007Forbes First Financial Statutory
    Trust I


June 26, 2007National City Capital Trust II


November 15, 2011     18.
    Regulatory
    Restrictions and Capital Ratios     2006


2005(Dollars in
    Thousands)

Amount


Ratio


Amount


RatioTotal equity/assets

$
14,581,003



10.40
%

$
12,612,871



8.86%Total common equity/assets


14,581,003



10.40



12,612,871



8.86Tangible common equity/tangible
    assets


10,581,444



7.77



9,131,409



6.57Tier 1 capital


11,534,600



8.97



9,517,347



7.43Total risk-based capital


15,704,502



12.22



13,499,910



10.54Leverage


11,534,600



8.56



9,517,347



6.83                  ANNUAL REPORT 2006
 67




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
           19.
    Stockholders
    Equity Stock Repurchases:
    Preferred Stock:
  Preferred Securities of
    Subsidiaries:
     68
 ANNUAL REPORT 2006




---



##### Table of Contents



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

2006


2005


2004Accumulated unrealized (losses)
    gains on securities available for sale at January 1, net of
    tax

$
(4,018
)

$
107,193


$
132,318Net unrealized gains (losses) for
    the period, net of tax expense (benefit) of $4,115 in 2006,
    $(49,316) in 2005, and $(6,888) in 2004


7,642



(91,586
)


(12,792
)Reclassification adjustment for
    losses (gains) included in net income, net of tax (benefit)
    expense of $(169) in 2006, $7,463 in 2005, and $6,641 in 2004


314



(19,625
)


(12,333
)Effect on other comprehensive
    income for the period


7,956



(111,211
)


(25,125
)Accumulated unrealized gains
    (losses) on securities available for sale at December 31,
    net of tax

$
3,938


$
(4,018
)

$
107,193Accumulated unrealized gains
    (losses) on derivatives used in cash flow hedging relationships
    at January 1, net of tax

$
15,883


$
(6,605
)

$
(67,631
)Net unrealized gains (losses) for
    the period, net of tax expense (benefit) of $4,227 in 2006,
    $16,849 in 2005, and $(13,295) in 2004


7,850



31,291



(24,691
)Reclassification adjustment for
    (gains) losses included in net income, net of tax expense
    (benefit) of $14,666 in 2006, $4,740 in 2005, and $(46,156) in
    2004


(27,238
)


(8,803
)


85,717Effect on other comprehensive
    income for the period


(19,388
)


22,488



61,026Accumulated unrealized (losses)
    gains on derivatives used in cash flow hedging relationships at
    December 31, net of tax

$
(3,505
)

$
15,883


$
(6,605
)Accumulated unrealized losses for
    pension and other postretirement obligations at January 1,
    net of tax

$



$



$
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 losses for
    pension and other postretirement obligations at
    December 31, net of tax

$
(71,347
)






Accumulated other comprehensive
    income at January 1, net of tax

$
11,865


$
100,588


$
64,687Other comprehensive (loss) income,
    net of tax


(11,432
)


(88,723
)


35,901Cumulative effect of change in
    accounting for pensions and other postretirement liabilities


(71,347
)






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

$
(70,914
)

$
11,865


$
100,588   20.
    Net
    Income Per Common Share   For the Calendar Year(Dollars in
    Thousands, Except Per Share Amounts)

2006


2005


2004BasicNet income

$
2,299,836


$
1,985,229


$
2,779,934Less preferred dividends


1,704



1,616



785Income applicable to common
    stockholders

$
2,298,132


$
1,983,613


$
2,779,149Average common shares outstanding


609,395,710



633,431,660



635,450,188Less average unallocated ESOP shares


79,640







Average common shares
    outstanding  basic


609,316,070



633,431,660



635,450,188Net income per common
    share  basic


$3.77



$3.13



$4.37DilutedNet income

$
2,299,836


$
1,985,229


$
2,779,934Average common shares
    outstanding  basic


609,316,070



633,431,660



635,450,188Stock awards


7,233,896



6,679,651



8,477,996Convertible preferred stock


1,121,541



1,121,541



563,836Forward contracts






368,117



1,018,494Average common shares
    outstanding  diluted


617,671,507



641,600,969



645,510,514Net income per common
    share  diluted


$3.72



$3.09



$4.31          ANNUAL REPORT 2006
 69




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
  21.
    Income
    Tax Expense   For the Calendar Year(In Thousands)

2006


2005


2004Current:Federal

$
1,031,632


$
617,351


$
1,229,653State


51,416



14,425



128,742Total current


1,083,048



631,776



1,358,395Deferred:Federal


43,402



341,551



(54,477)State


(3,650)



6,860



(5,912)Total deferred


39,752



348,411



(60,389)Income tax expense

$
1,122,800


$
980,187


$
1,298,006Income tax expense applicable to
    securities transactions

$
(169)


$
7,493


$
2,492     For the Calendar
    Year2006


2005


2004Statutory Federal tax rate


35.0
%


35.0
%


35.0%Life insurance


(0.8
)


(0.9
)


(0.7)Tax-exempt income


(0.5
)


(0.7
)


(0.5)State taxes


0.9



.5



1.8Tax credits


(1.5
)


(1.7
)


(1.4)Sale of National Processing










(0.7)Other


(0.3
)


0.9



(1.7)Effective tax rate


32.8
%


33.1
%


31.8%     (In Thousands)

2006


2005Deferred tax liabilities:Mortgage servicing rights, net

$
641,499


$
566,118Leases and equipment leased to
    others


456,309



502,950Properties and equipment


58,881



65,956Deferred loan fees


94,868



39,792Unrealized gains on securities


3,098



State income taxes


15,918



17,562Intangibles


63,288



82,453Other, net


99,248



99,052Total deferred tax liabilities


1,433,109



1,373,883Deferred tax assets:Allowance for loan losses


448,015



448,199Deferred compensation accrual


115,256



110,185Repurchase and indemnification
    reserve


62,620



96,093Employee benefit accrual


89,092



41,948Unrealized losses on securities and
    loans held for sale






8,593Retained interests


19,273



11,243Net operating loss carryforward


554



Other, net


145,754



136,356Total deferred tax assets


880,010



852,617Net deferred tax
    liability

$
553,099


$
521,266         22.
    Commitments,
    Contingent Liabilities, Guarantees, and Related Party
    Transactions Commitments:
  December 31(In Thousands)

2006

2005Commitments to extend credit:Commercial

$
25,351,297

$
22,987,569Residential real estate


9,506,648


9,052,485Revolving home equity and credit
    card lines


34,286,346


34,080,110Other


1,047,439


646,576Standby letters of credit


5,265,929


4,745,848Commercial letters of credit


338,110


361,678Net commitments to sell mortgage
    loans and mortgage-backed securities


3,480,387


1,495,089Net commitments to sell commercial
    real estate loans


376,375


284,724Commitments to fund principal
    investments


282,407


295,165Commitments to fund civic and
    community investments


607,190


351,282Commitments to purchase beneficial
    interests in securitized automobile loans


573,152


994,632        70
 ANNUAL REPORT 2006




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##### Table of Contents



low-to-moderate-income
      Contingent Liabilities and
    Guarantees:
    For the Calendar Year(In Millions)

2006


2005


2004Total loans
    sold(a)

$
70,897


$
72,134


$
79,805Total loans repurchased or
    indemnified(b)


479



331



454Losses
    incurred(c)


115



90



118  (a)
    Includes $25.6 billion, $20.8 billion, and
    $19.1 billion of loans sold related to the First Franklin
    nonconforming mortgage origination unit for 2006, 2005, and
    2004, respectively.(b)
    Includes $259 million, $60 million, and
    $41 million of loans repurchased or indemnified related to
    the First Franklin nonconforming mortgage origination unit for
    2006, 2005, and 2004, respectively.  (c)
    Includes $59 million, $26 million, and
    $15 million of losses incurred related to the First
    Franklin nonconforming mortgage origination unit for 2006, 2005,
    and 2004, respectively.     ANNUAL REPORT 2006
 71




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
                   72
 ANNUAL REPORT 2006




---



##### Table of Contents



® ®
        ® ®
     ANNUAL REPORT 2006
 73




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
      23.
    Stock
    Options and Awards   Stock Options:
    For the Calendar Year2006


2005


2004Expected volatility


19.8
%


20.3
%


22.5
%Expected dividend yield


4.3



4.2



3.9Risk-free interest rate


4.0



3.9



3.7Expected term (in years)


6



6



6        74
 ANNUAL REPORT 2006




---



##### Table of Contents



Weighted-AverageWeighted-


RemainingAverage


Contractual


AggregateExercise


Term


Intrinsic
    ValueShares


Price


(in years)


(In thousands)Outstanding 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


$
174,916Outstanding at January 1, 2004


50,851,242


$
28.52Acquisitions


9,274,981



26.12Granted


7,497,223



35.89Exercised


(12,554,038
)


25.38Forfeited or expired


(368,668
)


30.12Outstanding at December 31,
    2004


54,700,740


$
29.83



5.9


$
424,648Exercisable at December 31,
    2004


44,503,822


$
28.59



4.6


$
400,752   Restricted Shares:
    2006


2005


2004Weighted-





Weighted-





Weighted-Average





Average





AverageGrant
    Date





Grant Date





Grant DateShares


Fair
    Value


Shares


Fair
    Value


Shares


Fair
    ValueNonvested at January 1


6,452,193


$
33.74



4,838,125


$
33.10



3,781,641


$
29.47Granted


2,496,784



36.50



2,626,357



34.79



2,005,673



35.39Vested


(1,033,190
)


31.47



(682,971
)


32.43



(722,163
)


22.50Forfeited


(570,869
)


34.29



(329,318
)


33.80



(227,026
)


30.76Nonvested at
    December 31


7,344,918


$
34.96



6,452,193


$
33.74



4,838,125


$
33.10      ANNUAL REPORT 2006
 75




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##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
      Weighted-Shares to


Average


SharesBe Issued


Option


AvailableUpon


Exercise


for FutureExercise(b)


Price(b)


GrantsPlans approved by stockholders


50,249,212


$
31.38



30,256,690Plans not approved by
    stockholders(a)


291,069



27.06



Total


50,540,281


$
31.36



30,256,690  (a)
    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 64,712 remaining
    outstanding options at December 31, 2006 are all
    exercisable.      (b)
    As of December 31, 2006, outstanding options related to the
    various acquired plans totaled 4,094,339 shares with a
    weighted-average exercise price per share of $25.64.  24.
    Pension
    and Other Postretirement Benefit Plans Defined Benefit
    Plans:
          Percentage ofPlan AssetsAsset
    Category

2006


2005Equity securities


81
%


81
%Debt securities


9



11Cash and cash equivalents


10



8Total


100
%


100
%            76
 ANNUAL REPORT 2006




---



##### Table of Contents



Qualified


Supplemental


OtherPension Plan


Pension Plan


Postretirement
    Benefits(In Thousands)

2006


2005


2006


2005


2006


2005Change in Benefit
    ObligationBenefit obligation at beginning of
    measurement period

$
1,544,144


$
1,459,815


$
134,568


$
133,017


$
159,232


$
154,291Service cost


58,127



59,540



1,590



1,427



1,776



3,384Interest cost


89,437



85,171



7,856



7,841



8,523



8,931Participant contributions


















15,986



18,119Plan amendments














208



(9,743
)


1,385Actuarial (gains)/losses


29,174



10,356



2,437



1,763



(7,431
)


(5,430
)Benefits paid


(76,118
)


(70,738
)


(9,997
)


(9,688
)


(23,758
)


(21,448
)Benefit obligation at end of
    measurement period

$
1,644,764


$
1,544,144


$
136,454


$
134,568


$
144,585


$
159,232Change in Fair Value of Plan
    AssetsFair value at beginning of
    measurement period

$
1,725,560


$
1,675,345


$



$



$



$
Actual return on plan assets


235,301



125,572















Employer contribution










9,997



9,688



7,772



3,329Participant contributions


















15,986



18,119Expenses paid


(3,273
)


(4,619
)














Benefits paid


(76,118
)


(70,738
)


(9,997
)


(9,688
)


(23,758
)


(21,448
)Fair value at end of measurement
    period


1,881,470



1,725,560















Funded status at end of
    measurement period

$
236,706


$
181,416


$
(136,454
)

$
(134,568
)

$
(144,585
)

$
(159,232
)     Qualified


Supplemental


OtherPension Plan


Pension Plan


Postretirement
    Benefits(In
    Thousands)

2006


2005


2006


2005


2006


2005Funded status at end of measurement
    period

$
236,706


$
181,416


$
(136,454
)

$
(134,568
)

$
(144,585
)

$
(159,232
)Unrecognized costs






118,150







38,215







32,319Benefits paid










2,051



1,106



1,588



1,762Acquisition










(1,908
)






(573
)


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

$
236,706


$
299,566


$
(136,311
)

$
(95,247
)

$
(143,570
)

$
(125,151
)       Qualified


Supplemental


OtherPension Plan


Pension Plan


Postretirement
    Benefits2006


2005


2006


2005


2006


2005Discount 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



2.75-7.50    2006


2005Healthcare cost trend rate for next
    year (pre-65)


10
%


9
%Healthcare cost trend rate for next
    year (post-65)


10



11Rate to which the cost trend rate
    is assumed to decline (ultimate trend rate)


5



5Year the rates reach the ultimate
    trend rate


2012



2012       1-Percentage


1-Percentage(In Thousands)

Point Increase


Point DecreaseEffect on total of service and
    interest cost

$
264


$
(244
)Effect on postretirement benefit
    obligation


4,440



(4,104
)     ANNUAL REPORT 2006
 77




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
    (In Thousands)

2006


2005


2004Qualified Pension PlanService cost

$
58,127


$
59,540


$
55,388Interest cost


89,437



85,171



82,726Expected return on plan assets


(138,728
)


(137,991
)


(127,301
)Amortization of prior service cost


(4,755
)


(4,755
)


(4,755
)Recognized net actuarial loss


456



739



2,560Net periodic cost

$
4,537


$
2,704


$
8,618Supplemental Pension
    PlanService cost

$
1,590


$
1,427


$
1,368Interest cost


7,856



7,841



7,167Amortization of prior service cost


1,330



1,984



2,139Transition obligation










13Recognized net actuarial loss


3,587



4,902



2,808Net periodic cost

$
14,363


$
16,154


$
13,495Other Postretirement
    BenefitsService cost

$
1,776


$
3,384


$
3,371Interest cost


8,523



8,931



9,216Amortization of prior service cost


188



95



95Transition obligation


907



1,402



1,402Recognized net actuarial loss


573



979



1,677Curtailment gain


(5,194
)






Net periodic cost

$
6,773


$
14,791


$
15,761     Qualified


Supplemental


OtherPension Plan


Pension Plan


Postretirement
    Benefits2006


2005


2006


2005


2006


2005Weighted-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















         Qualified





OtherPension


Supplemental


Postretirement


Total(In Millions)

Plan


Pension Plan


Benefits


Benefits2007

$
79


$
19


$
11


$
1092008


82



15



11



1082009


84



13



12



1092010


88



12



12



1122011


91



11



12



1142012  2016


524



52



60



636       Qualified





OtherPension


Supplemental


Postretirement(In Thousands)

Plan


Pension Plan


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       Qualified





OtherPension


Supplemental


Postretirement(In Thousands)

Plan


Pension Plan


Benefits


TotalPrior service cost

$
(4,755
)

$
977


$
159


$
(3,619
)Transition obligation










808



808Net loss






3,174



276



3,450Total

$
(4,755
)

$
4,151


$
1,243


$
639     Before application
    of





After application
    of(In Millions)

Statement
    No. 158


Reclassifications


Statement
    No. 158Accrued income and other assets

$
5,225


$
(58
)

$
5,167Total assets


140,249



(58
)


140,191Accrued expenses and other
    liabilities


4,357



13



4,370Total liabilities


125,597



13



125,610Accumulated other comprehensive loss






(71
)


(71
)Total stockholders equity


14,652



(71
)


14,581      78
 ANNUAL REPORT 2006




---



##### Table of Contents



Defined Contribution
    Plans:
    25.
    Derivative
    Instruments and Hedging Activities              ANNUAL REPORT 2006
 79




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
   Fair Value Hedges:
        Cash Flow Hedges:
            80
 ANNUAL REPORT 2006




---



##### Table of Contents



December 31,
    2006


December 31,
    2005


2004Net











Net


NetIneffective











Ineffective


IneffectiveNotional


Derivative


Hedge
    Gains


Notional


Derivative


Hedge Gains


Hedge Gains(In Millions)

Amount


Asset


Liability


(Losses)(a)


Amount


Asset


Liability


(Losses)(a)


(Losses)(a)Fair Value
    HedgesCommercial loansReceive-fixed interest rate swaps

$
112


$
1.0


$
.3






$
121


$
1.5


$
.1Pay-fixed interest rate swaps


2,712



33.3



10.3







3,864



49.4



38.5Pay-fixed interest rate swaptions
    sold


















50







.5Interest rate caps sold


150















210







.1Interest rate floors sold


100















260







.4Interest rate collar purchased


5







.2















Interest rate futures purchased


2,204















3,146







Interest rate futures sold


2,595















3,614







Total


7,878



34.3



10.8


$
6.2



11,265



50.9



39.6


$
21.9


$
30.6Mortgage loans held for saleNet forward commitments to sell
    mortgage loans and mortgage-backed securities


1,855



6.0



11.8







2,670



1.3



20.5Receive-fixed interest rate swaps


1,775



12.0



27.7







2,090



20.5



36.3Pay-fixed interest rate swaps


550







6.8







550







15.8Pay-fixed interest rate swaptions
    purchased


















500



3.7



Interest rate caps purchased


500















2,000



7.3



Interest rate floors purchased


500



1.8



















Interest rate futures purchased


















75







Total


5,180



19.8



46.3



(.6
)


7,885



32.8



72.6



6.7



(50.5
)Commercial real estate loans held
    for saleForward commitments to sell
    commercial real estate loans


136



.2



1.3







13







.4







Mortgage servicing
    rights(b)Forward commitments to purchase
    mortgage loans and mortgage-backed securities


















6,965



44.0



Receive-fixed interest rate swaps


















11,810



79.9



217.4Receive-fixed interest rate
    swaptions purchased


















4,050



40.2



Receive-fixed interest rate
    swaptions sold


















500







Pay-fixed interest rate swaps


















2,000







3.6Pay-fixed interest rate swaptions
    purchased


















15,450



53.4



Pay-fixed interest rate swaptions
    sold


















265







1.7Principal-only interest rate swaps


















864



5.5



Option to purchase mortgage-backed
    securities






















1.5



Interest rate caps purchased


















24,450



37.2



Interest rate caps sold


















3,000







Interest rate floors purchased


















500



4.6



Interest rate futures purchased


















720







Total


















70,574



266.3



222.7



30.5



(125.7
)FundingReceive-fixed interest rate swaps


7,991



112.1



115.8







8,069



160.3



118.4Callable receive-fixed interest
    rate swaps


2,706







87.5







2,780



1.2



85.1Total


10,697



112.1



203.3



(1.3
)


10,849



161.5



203.5



.5



.2Total derivatives used in fair
    value hedges


23,891



166.4



261.7



4.3



100,586



511.5



538.8



59.6



(145.4
)Cash Flow
    HedgesFundingPay-fixed interest rate swaps


170







.9







275



4.6



Interest rate caps purchased


300



.1











4,800



18.9



Total


470



.1



.9







5,075



23.5







(.3
)


.3Total derivatives used in cash
    flow hedges


470



.1



.9







5,075



23.5







(.3
)


.3Total derivatives used for
    interest rate risk management and designated in SFAS 133
    relationships

$
24,361


$
166.5


$
262.6


$
4.3


$
105,661


$
535.0


$
538.8


$
59.3


$
(145.1
)  (a)
    Represents net ineffective hedge gains (losses) on hedging
    strategy for the year.(b)
    Effective January 1, 2006, mortgage servicing rights are
    carried at fair value and no longer designated in SFAS 133
    hedge relationships.      ANNUAL REPORT 2006
 81




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
  Other Derivative
    Activities:
  December 31,
    2006DerivativeNotional(In Millions)

Amount


Asset


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

$
4,300






$
22.2Receive-fixed interest rate swaps


5,570


$
12.9



124.0Receive-fixed interest rate
    swaptions purchased


7,300



58.9



Receive-fixed interest rate
    swaptions sold


3,000







43.9Pay-fixed interest rate swaps


1,930







80.0Pay-fixed interest rate swaptions
    purchased


2,550



31.9



Pay-fixed interest rate swaptions
    sold


2,000







39.1Principal-only interest rate swaps


396







6.2Interest rate caps purchased


2,500







Interest rate floors purchased


14,200



86.1



Interest rate futures purchased


1,410







Total derivative instruments
    used for mortgage servicing right risk management not included
    in designated SFAS 133 hedge relationships

$
45,156


$
189.8


$
315.4       As ofDecember 31


For the Calendar YearNet Derivative
    Asset(Liability)


Net Gains (Losses)(In Millions)

2006


2005


2006


2005


2004Loan sale and servicing related:Mortgage servicing right risk
    management

$
(125.6)


$
(6.4)


$
(297.4)


$
166.1


$
618.9Mortgage and commercial real estate
    loan commitments and loan risk management


17.0



(8.4)



37.7



52.0



136.9Total loan sale and servicing
    related


(108.6)



(14.8)



(259.7)



218.1



755.8Trading derivatives:Customer risk management


29.6



23.5



15.4



17.4



12.5Other


(8.2)



3.0



(6.8)



20.9



5.0Total trading


21.4



26.5



8.6



38.3



17.5Used for other risk management
    purposes


78.4



26.7



(20.1)



3.4



24.4Total other derivative
    instruments

$
(8.8)


$
38.4


$
(271.2)


$
259.8


$
797.7     26.
    Fair
    Value of Financial Instruments        82
 ANNUAL REPORT 2006




---



##### Table of Contents



2006


2005Carrying


Fair


Carrying


Fair(In Millions)

Value


Value


Value


ValueFinancial AssetsCash and cash equivalents

$
11,399


$
11,399


$
6,060


$
6,060Loans held for sale or
    securitization


12,853



12,955



9,667



9,696Loans, net of allowance for loan
    losses


94,361



95,542



104,945



105,722Securities


7,509



7,509



7,875



7,875Derivative assets


613



613



773



773Other


1,161



1,161



1,212



1,212Financial LiabilitiesDeposits

$
(87,234
)

$
(82,805
)

$
(83,986
)

$
(79,449
)Short-term borrowings


(6,933
)


(6,949
)


(10,017
)


(10,025
)Long-term debt


(26,356
)


(26,928
)


(30,969
)


(31,244
)Derivative liabilities


(718
)


(718
)


(738
)


(738
)Other


(395
)


(395
)


(369
)


(369
)Other Financial
    InstrumentsCommitments to extend credit


(93
)


(93
)


(99
)


(99
)Standby and commercial letters of
    credit


(38
)


(38
)


(45
)


(45
)     Cash and Cash
    Equivalents:
  Loans and Loans Held for Sale or
    Securitization:
  Securities:
  Derivative Assets and
    Liabilities:
  Deposits: discounted
  Short-Term
    Borrowings:
  Long-Term
    Debt:
  Other Financial
    Instruments:
  27.
    Line
    of Business Results   
       ANNUAL REPORT 2006
 83




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
    one-to-four-family
  originate-and-sell
  ® ®
          84
 ANNUAL REPORT 2006




---



##### Table of Contents



Consumer and








NationalSmall Business


Wholesale


National City


Consumer


Asset


National


Parent and


Consolidated(In Thousands)

Financial
    Services


Banking


Mortgage


Finance


Management


Processing


Other(b)


Total2006Net interest income
    (expense)(a)

$
2,020,690


$
1,512,780


$
246,492


$
1,040,380


$
128,338


$



$
(314,960
)

$
4,633,720Provision (benefit) for credit
    losses


182,565



66,689



25,143



188,754



3,394







16,048



482,593Net interest income (expense) after
    provision


1,838,125



1,446,091



221,349



851,626



124,944







(331,008
)


4,151,127Noninterest income


1,059,451



746,533



278,899



354,654



352,536







1,226,892



4,018,965Noninterest expense


1,729,769



924,378



667,452



677,850



321,601







396,289



4,717,339Income (loss) before taxes


1,167,807



1,268,246



(167,204
)


528,430



155,879







499,595



3,452,753Income tax expense
    (benefit)(a)


450,317



465,191



(63,256
)


199,747



58,922







41,996



1,152,917Net income (loss)

$
717,490


$
803,055


$
(103,948
)

$
328,683


$
96,957


$



$
457,599


$
2,299,836Intersegment revenue (expense)

$
(2,401
)

$
34,587


$
60,278


$
(89,068
)

$
6,685


$



$
(10,081
)

$
Average assets (in millions)


24,434



48,647



12,583



36,387



3,699







12,928



138,6782005Net interest income
    (expense)(a)

$
1,924,189


$
1,478,015


$
365,050


$
1,189,050


$
118,292


$



$
(348,122
)

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


251,851



(32,110)



37,435



56,496



7,635







(37,713
)


283,594Net interest income (expense) after
    provision


1,672,338



1,510,125



327,615



1,132,554



110,657







(310,409
)


4,442,880Noninterest income


956,008



600,415



866,711



301,391



343,997







235,797



3,304,319Noninterest expense


1,607,039



826,606



758,882



537,383



326,078







695,069



4,751,057Income (loss) before taxes


1,021,307



1,283,934



435,444



896,562



128,576







(769,681
)


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


395,292



486,054



151,447



338,901



48,602







(409,383
)


1,010,913Net income (loss)

$
626,015


$
797,880


$
283,997


$
557,661


$
79,974


$



$
(360,298
)

$
1,985,229Intersegment revenue (expense)

$
(3,332
)

$
29,214


$
57,473


$
(38,092
)

$
6,041


$



$
(51,304
)

$
Average assets (in millions)


23,714



44,285



14,528



39,820



3,433







15,776



141,5562004Net interest income
    (expense)(a)

$
1,812,800


$
1,271,451


$
549,126


$
1,121,815


$
111,852


$
3,500


$
(410,217
)

$
4,460,327Provision (benefit) for credit
    losses


230,707



51,254



12,036



56,736



4,165







(31,626
)


323,272Net interest income (expense) after
    provision


1,582,093



1,220,197



537,090



1,065,079



107,687



3,500



(378,591
)


4,137,055Noninterest income


841,175



505,335



856,332



433,248



413,494



409,754



980,843



4,440,181Noninterest expense


1,464,635



647,330



680,726



452,272



307,482



357,018



562,174



4,471,637Income (loss) before taxes


958,633



1,078,202



712,696



1,046,055



213,699



56,236



40,078



4,105,599Income tax expense
    (benefit)(a)


367,197



401,678



270,775



395,409



80,778



22,243



(212,415
)


1,325,665Net income (loss)

$
591,436


$
676,524


$
441,921


$
650,646


$
132,921


$
33,993


$
252,493


$
2,779,934Intersegment revenue (expense)

$
(3,434
)

$
19,544


$
58,263


$
(27,322
)

$
4,850


$
4,840


$
(56,741
)

$
Average assets (in millions)


21,198



36,198



16,009



30,939



3,088



569



16,402



124,403  (a)
    Includes tax-equivalent adjustments for tax-exempt interest
    income.(b)
    Includes after-tax gains on sales of $622 million First
    Franklin in 2006 and $487 million for National Processing
    in 2004.       ANNUAL REPORT 2006
 85




---



##### Table of Contents



Notes to
    Consolidated Financial Statements (Continued)
  28.
    Financial
    Holding Company   Balance
    Sheets
 December 31(In
    Thousands)

2006


2005AssetsCash and demand balances due from
    banks

$
1,315,479


$
509,001Loans to and receivables from
    subsidiaries


3,048,331



988,695Securities


219,952



337,882Other investments


192,398



238,655Investments in:Bank subsidiary


12,735,292



12,901,087Nonbank subsidiaries


346,770



394,523Goodwill


117,471



121,865Derivative assets


67,632



90,655Other assets


705,035



728,260Total Assets

$
18,748,360


$
16,310,623Liabilities and
    Stockholders
    EquityLong-term debt

$
2,308,802


$
2,330,416Borrowed funds from subsidiaries


948,705



473,522Derivative liabilities


39,858



34,540Accrued expenses and other
    liabilities


869,992



859,274Total liabilities


4,167,357



3,697,752Stockholders equity


14,581,003



12,612,871Total Liabilities and
    Stockholders Equity

$
18,748,360


$
16,310,623   ® ®
  Statements
    of Income
 For the Calendar Year(In
    Thousands)

2006


2005


2004IncomeDividends from:Subsidiary banks

$
1,975,000


$
1,225,000


$
2,150,000Nonbank subsidiaries


170,468



11,411



6,061Interest on loans to subsidiaries


71,151



47,463



17,272Interest and dividends on securities


8,012



14,651



8,744Securities gains, net


14,048



20,481



3,609Gain on sale of National Processing










714,195Other income


63,293



51,542



27,616Total Income


2,301,972



1,370,548



2,927,497ExpenseInterest on debt and other
    borrowings


158,673



121,793



81,974Other expense


134,219



124,971



100,070Total Expense


292,892



246,764



182,044Income before taxes and equity in
    undistributed net income of subsidiaries


2,009,079



1,123,784



2,745,453Income tax (benefit) expense


(96,899)



(32,964)



92,316Income before equity in
    undistributed net income of subsidiaries


2,105,978



1,156,748



2,653,137Equity in undistributed net income
    of subsidiaries


193,858



828,481



126,797Net Income

$
2,299,836


$
1,985,229


$
2,779,934      86
 ANNUAL REPORT 2006




---



##### Table of Contents



Statements
    of Cash Flows
 For the Calendar Year(In
    Thousands)

2006


2005


2004Operating ActivitiesNet income

$
2,299,836


$
1,985,229


$
2,779,934Adjustments to reconcile net income
    to net cash provided by operating activities:Equity in undistributed net income
    of subsidiaries


(193,858
)


(828,481
)


(126,797
)Gain on sale of operating units






(16,001
)


(714,195
)Depreciation and amortization of
    properties and equipment


2,691



2,691



2,288(Increase) decrease in receivables
    from subsidiaries


(1,596,319
)


43,886



324,214Securities gains, net


(14,048
)


(20,481
)


(3,609
)Other losses (gains), net


7,924



35,716



(3,273
)Amortization of premiums and
    discounts on securities and debt


(8,373
)


(9,510
)


(6,738
)Increase (decrease) in accrued
    expenses and other liabilities


2,184



(7,751
)


167,448Excess tax benefit for share based
    payments


(21,261
)






Other, net


(14,720
)


(2,291
)


(3,454
)Net cash provided by operating
    activities


464,056



1,183,007



2,415,818Investing ActivitiesProceeds from sale of operating
    units






30,226



1,180,120Purchases of securities


(192,199
)


(305,160
)


(363,917
)Proceeds from sales and maturities
    of securities


322,048



339,822



159,245Net decrease (increase) in other
    investments


46,257



(161,628
)


455,935Principal collected on loans to
    subsidiaries


327,000



750,000



690,000Loans to subsidiaries


(790,000
)


(1,035,000
)


(1,089,000
)Investments in subsidiaries


(110,443
)


(75,525
)


(969,547
)Returns of investment from
    subsidiaries


1,700,000



1,436,071



259,454Increase in properties and equipment










(13,521
)Cash paid for acquisitions, net of
    cash acquired


(72,520
)






(190,756
)Net cash provided by investing
    activities


1,230,143



978,806



118,013Financing ActivitiesNet decrease in borrowed funds










(46,562
)Issuance of debt


729,710



698,875



200,000Repayment of debt


(283,659
)


(366,860
)


(749,558
)Excess tax benefit for share based
    payments


21,261







Dividends paid


(933,532
)


(923,993
)


(861,139
)Issuances of common stock


292,405



339,374



345,873Repurchases of common stock


(713,906
)


(1,491,703
)


(1,468,752
)Net cash used in financing
    activities


(887,721
)


(1,744,307
)


(2,580,138
)Increase (decrease) in cash and
    demand balances due from banks


806,478



417,506



(46,307
)Cash and demand balances due from
    banks, January 1


509,001



91,495



137,802Cash and Demand Balances Due
    from Banks, December 31

$
1,315,479


$
509,001


$
91,495Supplemental
    InformationCash paid for interest

$
158,589


$
118,555


$
101,442Noncash transactions:Carrying value of securities
    donated to National City Charitable Foundations






24,179



422Common shares, preferred shares,
    and stock options issued for acquisitions


1,088,031



(10,842
)


2,643,431        ANNUAL REPORT 2006
 87




---



##### Table of Contents



Form 10-K
  Form 10-K Form 10-K Form 10-K. Form 10-K.
  UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
  FORM 10-K
  þ Annual
    Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
    For the fiscal year ended December 31, 2006o Transition Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of
    1934
    For the transition period from
    
    to
    Commission File Number 1-10074NATIONAL CITY CORPORATION
   Delaware

34-1111088(State or Other Jurisdiction ofIncorporation or Organization)1900 East Ninth Street, Cleveland, Ohio

(I.R.S. Employer Identification No.)44114-3484(Address of Principal Executive
    Offices)

(ZIP Code)   216-222-2000
    National City Corporation
    Common Stock, $4.00 Per Share

New York Stock Exchange(Title of Class)

(Name of Each Exchange on Which
    Registered)8.375% Senior Notes Due 2032

New York Stock Exchange(Title of Class)

(Name of Each Exchange on Which
    Registered)     þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
               88
 ANNUAL REPORT 2006




---



##### Table of Contents



Form 10-K
    Cross Reference Index
 PagesPart IItem 1 

BusinessDescription of Business

9, 43, 52-53, 90-91Average Balance
    Sheets/Interest/Rates

10-12Volume and Rate Variance Analysis

12Securities

22, 59-60Loans

19-21, 57-59Risk Elements of Loan Portfolio

23-26 57-59Interest Bearing Liabilities

10-12, 22-23,
    65-67Line of Business Results

16-18 83-85Financial Ratio

36Item 1A 

Risk Factors

91Item 1B 

Unresolved Staff
    Comments  NoneItem 2  

Properties

91Item 3  

Legal Proceedings

70-74, 91Item 4  

Submission of Matters to a Vote of
    Security Holders  NonePart IIItem 5 

Market for Registrant Common
    Equity, Related Stockholder Matters and Issuer Purchases of
    Equity Securities:Market Information

23,inside back coverNumber of Stockholders

23Dividends

23, 28, 35,inside back coverSecurities Authorized for Issuance Under Equity           Compensation Plans

74-76Stock Performance Graph

93Recent Sales of Unregistered Securities  NoneIssuer Purchases of Equity Securities

23Item 6 

Selected Financial Data

36Item 7 

Managements Discussion and
    Analysis of Financial Condition and Results of Operations

9-34Item 7A 

Quantitative and Qualitative
    Disclosures About Market Risk

26-28Item 8 

Financial Statements and
    Supplementary Data

34-35, 37-87Item 9 

Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure  NoneItem 9A 

Controls and Procedures

37-38, 93Item 9B 

Other
    Information  NonePart IIIItem 10 

Directors, Executive Officers and
    Corporate Governance:Directors  Note (1)Executive Officers

92Compliance with
    Section 16(a) of the
    Securities Exchange Act  Note
    (1)Code of
    Ethics  Note (1)Changes to Director Nominating
    Procedures  NoneIdentification of the Audit
    Committee  Note (1)Audit Committee Financial
    Expert  Note (1)Item 11 

Executive Compensation 
    Note (1)Item 12 

Security Ownership of Certain
    Beneficial Owners and Management and Related Stockholder
    Matters  Note (1)Equity Compensation Plan Table

76Item 13 

Certain Relationships and Related
    Transactions, and Director
    Independence  Note (1)Item 14 

Principal Accountant Fees and
    Services  Note (1)Part IVItem 15 

Exhibits, Financial Statement
    Schedules

89Report on Consolidated
    Financial Statements of Ernst & Young LLP, Independent
    Registered Public Accounting Firm
    Consolidated Financial Statements

38
    39-87Signatures

94Certifications of Chief Executive
    Officer

95Certifications of Chief Financial
    Officer

96   Form 10-K
     Note (1) 
    Incorporated by reference from the Corporations Proxy
    Statement to be dated approximately March 7, 2007.      ANNUAL REPORT 2006
 89




---



##### Table of Contents



Form 10-K (Continued)
  Business
   Competition
   Supervision
    and Regulation
                        90
 ANNUAL REPORT 2006




---



##### Table of Contents



Risk
    Factors
     
    changes in securities analysts estimates of financial
    performance
    volatility of stock market prices and volumes
    rumors or erroneous information
    changes in market valuations of similar companies
    changes in interest rates
    new developments in the banking industry
    changes in quarterly or annual operating results or outlook
    new litigation or changes in existing litigation
    regulatory actions
    changes in accounting policies or procedures as may be required
    by the Financial Accounting Standards Board or other regulatory
    agencies                Properties
   Legal
    Proceedings
          ANNUAL REPORT 2006
 91




---



##### Table of Contents



Form 10-K (Continued)
  Executive
    Officers
   Name

Age

PositionDavid A. Daberko


61


Chairman and Chief Executive OfficerPeter E. Raskind


50


PresidentJeffrey D. Kelly


53


Vice Chairman and Chief Financial
    OfficerJames R. Bell III


50


Executive Vice PresidentDaniel J. Frate


45


Executive Vice PresidentPaul D. Geraghty


53


Executive Vice PresidentJon L. Gorney


56


Executive Vice PresidentTimothy J. Lathe


51


Executive Vice PresidentPhilip L. Rice


48


Executive Vice PresidentShelley J. Seifert


52


Executive Vice PresidentJeffrey J. Tengel


44


Executive Vice PresidentDavid L. Zoeller


57


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


48


Senior Vice President and General
    AuditorRobert B. Crowl


43


Senior Vice President and
    ComptrollerThomas A. Richlovsky


55


Senior Vice President and TreasurerJon N. Couture


41


Senior Vice PresidentClark H. Khayat


35


Senior Vice President                                            92
 ANNUAL REPORT 2006




---



##### Table of Contents



Controls
    and Procedures
 Rules 13a-15(e) 15d-15(e) Form 10-K
      Stockholder
    Return Performance
 five-year
  Five-Year
    Cumulative Total Return
    12/2001 - 12/2006
    National City vs. S&P 500 and KBW50 Index
  
  2001


2002


2003


2004


2005


2006National
    City



100.00




97.26




125.80




144.33




134.65




152.92S&P
    500



100.00




77.95




100.27




111.15




116.59




134.96KBW50
    Index



100.00




92.95




124.59




137.11




138.71




165.63      ANNUAL REPORT 2006
 93




---



##### Table of Contents



Form 10-K (Continued)
  Signatures
     
       
     
     
     
     attorneys-in-fact,
  
  By David L. Zoeller
 Attorney-in-fact
     94
 ANNUAL REPORT 2006




---



##### Table of Contents



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- David A Daberko  David A. Daberko
 Chairman and Chief Executive Officer
  Sarbanes-Oxley
    Act Section 906
 Form 10-K
    By:
    -s- David A Daberko  David A. Daberko
 Chairman and Chief Executive Officer
    New
    York Stock Exchange
 Form 10-K
     ANNUAL REPORT 2006
 95




---



##### Table of Contents



Form 10-K (Continued)
  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  Jeffrey D. Kelly
 Vice Chairman and Chief Financial
    Officer
  Sarbanes-Oxley
    Act Section 906
 Form 10-K
    By:
    -s- Jeffrey D. Kelly  Jeffrey D. Kelly
 Vice Chairman and Chief Financial
    Officer
       96
 ANNUAL REPORT 2006




---



##### Table of Contents



NCC NtlCity
    
    
  MoodysFitch
    
    Investors
    
    StandardDBRS
    
    Ratings
    
    Service
    
    & PoorsNational City Corporation
    
    
    
    
    
    
    A/BCommercial paper
    
    R-1 (mid)
    
    
    F1+
    
    
    
    P-1

    
    
    
    A-1Senior debt
    
    A (high)
    
    AA-
    
    
    A1
    
    
    
    ASubordinated debt
    
    
    A
    
    
    
    A+
    
    
    
    A2
    
    
    
    A-National City Bank
    
    
    
    
    
    
    A/BShort-term certificates of deposit
    
    R-1 (mid)
    
    
    F1+
    
    

    
    P-1

    
    
    
    A-1Long-term certificates of deposit
    
    AA (low)
    
    AA
    
    Aa3
    
    
    A+Senior bank notes
    
    AA (low)
    
    AA-
    
    Aa3
    
    
    A+Subordinated bank notes
    
    A (high)
    
    
    A+
    
    
    
    A1
    
    
    
    A
  First
    
    Second
    
    Third
    
    Fourth
    
    FullQuarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    Year2006Dividends 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
    
    
    
    36.562005Dividends paid
    
    $
    .35
    
    
    $
    .35
    
    
    $
    .37
    
    
    $
    .37
    
    
    $
    1.44High
    
    
    37.75
    
    
    
    35.30
    
    
    
    37.85
    
    
    
    35.04
    
    
    
    37.85Low
    
    
    32.85
    
    
    
    32.08
    
    
    
    33.37
    
    
    
    29.75
    
    
    
    29.75Close
    
    
    33.50
    
    
    
    34.12
    
    
    
    33.44
    
    
    
    33.57
    
    
    
    33.57




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##### Table of Contents



Points from National City is a National City Corporation® registered service mark.
    
    74-0549-00 (Rev. 02/07)




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##### Table of Contents



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 February 28, 2005) (filed as Exhibit 3(ii) to
    Registrants Current Report on
    Form 8-K
    filed on February 28, 2005, 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).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 February 28, 2005) (filed as Exhibit 3(ii) to
    Registrants Current Report on
    Form 8-K
    filed on February 28, 2005, 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

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).10
.6

Form of contracts with Jon L.
    Gorney, Jeffrey D. Kelly, David L. Zoeller, Thomas A.
    Richlovsky, James P. Gulick, James R. Bell III, Peter E.
    Raskind, Philip L. Rice, Timothy J. Lathe, Shelley J. Seifert,
    Daniel J. Frate, Ted M. Parker, and Paul D. Geraghty (filed as
    Exhibit 10.29 to Registrants Form S-4
    Registration Statement
    No. 333-45609
    dated February 4, 1998, 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 10.13 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006, 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).




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.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
    Directors Compensation (filed as Exhibit 99.2 to
    Registrants Current Report on
    Form 8-K
    filed on December 19, 2006, 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).10
.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.10
.26

The National City Corporation
    Long-Term Cash and Equity Incentive Plan (filed as
    Exhibit 10.40 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter year ended September 30, 2005, 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

Provident Financial Group, Inc.
    Deferred Compensation Plan (filed as Exhibit 10.22 to
    Provident Financial Group, Inc.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002, and
    incorporated herein by reference).10
.32

Provident Financial Group, Inc.
    Outside Directors Deferred Compensation Plan (filed as
    Exhibit 10.24 to Provident Financial Group, Inc.s
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002, and
    incorporated herein by reference).10
.33

Provident Financial Group, Inc.
    Supplemental Executive Retirement Plan (filed as
    Exhibit 10.25 to Provident Financial Group, Inc.s
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002, and
    incorporated herein by reference).10
.34

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
.35

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).




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.36

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
.37

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
.38

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
.39

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
.40

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
.41

Form of Non-qualified Stock Option
    Award Agreement (filed as Exhibit 10.67 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005, and incorporated
    herein by reference).10
.42

Form of contracts with Robert B.
    Crowl and Jon N. Couture (filed as Exhibit 10.68 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005, and incorporated
    herein by reference).10
.43

Release and Non-competition
    Agreement between National City Corporation and Jose Armando
    Ramirez (filed as Exhibit 10.69 to Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005, and incorporated
    herein by reference).10
.44

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).10
.45

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 June 30, 2006, and incorporated
    herein by reference).10
.46

National City Corporation
    Management Severance Plan, as Amended and Restated effective
    January 1, 2005 (filed as Exhibit 10.47 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005, and incorporated
    herein by reference).10
.47

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
.48

Form of Non-Elective Deferred
    Compensation Award Statement (filed as exhibit 99.1 to
    Registrants Current Report on
    Form 8-K
    filed on May 1, 2006, and incorporated herein by reference).10
.49

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
.50

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
.51

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
.52

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
.53

Form of Restricted Stock Unit
    Agreement (Performance) between National City Corporation and
    each of Jeffrey D. Kelly and Peter E. Raskind (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
.54

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
.55

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
.56

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
.57

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
.58

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
.59

Severance Agreement Termination
    between National City Corporation and William E.
    MacDonald III (filed as exhibit 99.3 to
    Registrants Current Report on
    Form 8-K
    filed on October 23, 2006, and incorporated herein by
    reference).




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.60

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
.61

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
.62

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
.63

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
.64

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).10
.65

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
.66

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
.67

Amendment to National City
    Corporation Long-Term Cash and Equity Incentive Plan, Effective
    April 6, 2004 (filed as exhibit 10.67 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006, and incorporated
    herein by reference).10
.68

Agreement to Terminate Change in
    Control Benefits between National City Corporation and William
    E. MacDonald III.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 8, 2007
    for National City Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2006.31
.2

Chief Financial Officer
    Sarbanes-Oxley Act 302 Certification dated February 8, 2007
    for National City Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2006.32
.1

Chief Executive Officer
    Sarbanes-Oxley Act 906 Certification dated February 8, 2007
    for National City Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2006.32
.2

Chief Financial Officer
    Sarbanes-Oxley Act 906 Certification dated February 8, 2007
    for National City Corporations Annual Report on
    Form 10-K
    for the year ended December 31, 2006.