UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
Commission file number 1-10074
NATIONAL CITY CORPORATION
DELAWARE
(State or other jurisdiction of
incorporation or organization)
34-1111088
(I.R.S. Employer
Identification No.)
1900 EAST NINTH STREET
CLEVELAND, OHIO 44114
(Address of principal executive office)
216-222-2000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ
Indicate the number of shares outstanding of each of the issuers classes of Common Stock as of the latest practicable date.
Common stock $4.00 Par Value
Outstanding as of April 30, 2006 609,511,351
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Item 3. Defaults Upon Senior Securities (None)
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Item 4. Submission of Matters to a Vote of Security Holders (None)
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Item 5. Other Information (None)
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EX-10.4 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN | ||||||||
EX-10.13 MGMT INCENT. PLAN FOR SR. EXEC. OFFICERS | ||||||||
EX-10.14 SUPPLEMENTAL CASH PENSION PLAN | ||||||||
EX-10.18 NATCITY DEFFERED COMPENSATION PLAN | ||||||||
EX-10.35 NATCITY 2004 DEFFERED COMPENSATION PLAN | ||||||||
EX-10.47 MANAGEMENT SEVERANCE PLAN | ||||||||
EX-10.48 AMEND TO AGRMT NOT TO COMPETE | ||||||||
EX-10.51 DEFFERED COMPENS. PLAN FOR DANIEL FRATE | ||||||||
EX-12.1 COMP. OF RATIO OF EARN. TO FIXED CHARGES | ||||||||
EX-31.1 302 CEO CERTFICATION | ||||||||
EX-31.2 CFO CERTIFICATION | ||||||||
EX-32.1 906 CEO CERTIFICATION | ||||||||
EX-32.2 906 CFO CERTIFICATION |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
(Dollars In Thousands, Except Per Share Amounts)
2006
2005
$
1,183,780
$
1,156,937
27,043
70,447
655,647
799,608
1,142,312
1,144,766
211,265
257,190
$
458,807
$
484,142
$
.75
$
.75
.74
.74
.37
.35
14.91
%
15.35
%
1.33
1.42
3.81
3.78
62.50
58.94
8.94
9.23
.46
.35
611,910,838
643,004,817
619,697,278
652,487,487
$
140,231,011
$
140,982,293
102,269,388
102,932,406
11,778,997
11,638,968
7,609,199
8,085,276
81,416,619
80,689,736
12,622,938
12,643,489
$
20.69
$
19.82
34.90
33.50
9.00
%
8.97
%
.98
1.15
.63
.56
609,991,042
637,771,299
33,848
35,108
Table of Contents
For the Three Months Ended
(Dollars in Thousands, Except Per Share Amounts)
2006
2005
$
2,010,826
$
1,619,969
89,988
89,776
6,857
8,389
1,351
1,577
3,994
2,054
32,064
22,151
2,145,080
1,743,916
537,053
312,702
59,207
37,654
22,500
6,498
350,025
237,088
968,785
593,942
1,176,295
1,149,974
27,043
70,447
1,149,252
1,079,527
144,096
198,851
(44,053
)
113,659
183,476
160,829
73,055
73,087
60,166
74,071
35,492
25,752
33,565
39,418
158,134
99,688
643,931
785,355
11,716
14,253
655,647
799,608
640,639
611,465
78,798
75,990
73,490
100,630
78,790
75,049
43,105
56,575
28,268
28,189
6,686
4,847
192,536
192,021
1,142,312
1,144,766
662,587
734,369
203,780
250,227
$
458,807
$
484,142
$
.75
$
.75
.74
.74
611,910,838
643,004,817
619,697,278
652,487,487
$
.37
$
.35
Table of Contents
March 31
December 31
March 31
(Dollars in Thousands, Except Per Share Amounts)
2006
2005
2005
$
3,288,577
$
3,707,665
$
3,651,704
472,356
301,260
191,985
7,609,199
7,874,628
8,085,276
2,218,936
2,108,622
1,818,145
66,298
10,784
9,000
186,951
35,306
741,175
8,709,827
9,192,282
10,888,793
2,810,156
425,000
5,765
3,758
11,778,997
9,667,130
11,638,968
28,147,700
27,571,913
26,382,505
3,434,287
3,366,774
2,921,411
11,969,954
12,407,576
11,931,676
32,589,900
32,822,947
30,984,625
17,599,150
21,438,690
20,130,281
2,453,129
2,611,679
2,293,615
6,075,268
5,819,144
8,288,293
102,269,388
106,038,723
102,932,406
(1,001,324
)
(1,094,047
)
(1,178,824
)
101,268,064
104,944,676
101,753,582
1,300,488
1,328,903
1,275,620
706,779
696,327
961,814
151,376
97,008
90,062
2,361,617
2,115,715
1,787,344
3,304,999
3,313,109
3,298,052
155,286
168,353
198,459
642,234
772,918
910,956
4,972,103
5,300,800
5,320,326
$
140,231,011
$
142,397,114
$
140,982,293
$
17,186,781
$
17,429,227
$
19,200,996
29,538,292
28,304,007
29,081,000
2,105,325
2,147,022
2,459,455
21,053,803
20,527,784
17,594,106
6,061,923
6,734,915
5,019,009
5,470,495
8,843,036
7,335,170
81,416,619
83,985,991
80,689,736
5,236,545
6,499,254
7,610,530
2,461,246
3,517,537
1,796,793
33,305,822
30,496,093
32,912,698
342,864
473,523
599,885
1,004,762
738,343
841,483
3,840,215
4,073,502
3,887,679
$
127,608,073
$
129,784,243
$
128,338,804
$
$
$
2,439,965
2,460,191
2,551,086
3,709,927
3,681,603
3,682,830
6,522,324
6,459,212
6,362,731
(49,278
)
11,865
46,842
12,622,938
12,612,871
12,643,489
$
140,231,011
$
142,397,114
$
140,982,293
Table of Contents
For the Three Months Ended
(In Thousands)
2006
2005
$
458,807
$
484,142
27,043
70,447
103,691
113,758
21,925
(39,859
)
(100,292
)
(130,283
)
23,272
26,941
310,263
(150,049
)
(11,716
)
(14,253
)
(93,936
)
(69,770
)
(10,546
)
123,099
(12,649,954
)
(18,413,531
)
14,546,668
19,308,703
142,435
(78,479
)
(7,079
)
113,356
2,548
7,258
22,132
8,244
266,699
2,889,439
1,522,245
(306,118
)
(86,342
)
(565,115
)
(585,577
)
455,695
657,675
310,240
498,728
(1,073,293
)
(2,444,319
)
94,431
77,305
425,000
20,567
(84,459
)
(30,768
)
(319,056
)
(743,619
)
(2,211,787
)
(2,542,080
)
(5,290,424
)
(1,262,709
)
1,718,102
(1,168,448
)
(319,276
)
(3,053,267
)
(1,902,015
)
5,859,000
6,885,642
(230,188
)
(228,783
)
81,821
139,948
(256,116
)
(493,988
)
7,079
(2,564,908
)
509,206
(419,088
)
(180,336
)
3,707,665
3,832,040
$
3,288,577
$
3,651,704
$
961,527
$
571,810
(7,912
)
327,738
109,543
83,630
4,467,923
Table of Contents
Accumulated
Other
Preferred
Common
Capital
Retained
Comprehensive
(Dollars in Thousands, Except Per Share Amounts)
Stock
Stock
Surplus
Earnings
Income (Loss)
Total
$
$
2,586,999
$
3,647,711
$
6,468,231
$
100,588
$
12,803,529
484,142
484,142
(84,395
)
(84,395
)
30,649
30,649
430,396
(228,390
)
(228,390
)
(393
)
(393
)
4,576
30,414
34,990
15,208
82,137
97,345
(55,697
)
(77,432
)
(360,859
)
(493,988
)
$
$
2,551,086
$
3,682,830
$
6,362,731
$
46,842
$
12,643,489
$
$
2,460,191
$
3,681,603
$
6,459,212
$
11,865
$
12,612,871
458,807
458,807
(52,777
)
(52,777
)
(8,366
)
(8,366
)
397,664
16,886
16,886
(229,773
)
(229,773
)
(415
)
(415
)
9,815
72,006
81,821
(30,041
)
(43,682
)
(182,393
)
(256,116
)
$
$
2,439,965
$
3,709,927
$
6,522,324
$
(49,278
)
$
12,622,938
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
March 31, 2006
Best In
Acquisitions
(In Thousands)
Total
Class
and Other
$
87,853
$
47,690
$
40,163
3,894
3,564
330
(1,000
)
(1,000
)
(20,564
)
(16,852
)
(3,712
)
848
848
(4,250
)
(2,329
)
(1,921
)
$
66,781
$
32,921
$
33,860
Three Months Ended
March 31, 2005
Best In
Acquisitions
(In Thousands)
Total
Class
and Other
$
98,486
$
$
98,486
8,215
8,215
(3,220
)
(3,220
)
(20,735
)
(20,735
)
2,173
2,173
(1,143
)
(1,143
)
(5,677
)
(2,173
)
(3,504
)
$
78,099
$
$
78,099
Weighted-
Variable
Monthly
Expected
Average
Annual
Principal
Annual
Annual
Life
Coupon Rate
Repayment
Credit
Discount
(in months)
To Investors
Rate
Losses
Rate
Yield
5.7
2.06
%
17.41
%
5.34
%
15.00
%
11.99
%
3.2
3.75
18.21
5.35
15.00
12.00
3.1
4.81
19.01
4.77
15.00
13.79
Table of Contents
Weighted-
Monthly
Average
Prepayment
Expected
Annual
Weighted-
Life
Speed
Cumulative
Discount
Average
(in months)
(% ABS)
Credit Losses
Rate
Coupon
22.9
1.40
%
2.25
%
12.00
%
8.71
%
22.9
1.40
2.25
12.00
8.71
21.8
1.50
%
1.75
%
12.00
%
6.79
%
21.8
1.50
1.75
11.00
6.79
16.6
1.50
%
2.18
%
12.00
%
7.06
%
12.5
1.50
2.18
10.00
7.06
Variable
Weighted-
Annual
Monthly
Expected
Average
Coupon
Principal
Annual
Annual
Life
Rate to
Repayment
Credit
Discount
(in months)
Investors
Rate/CPR
(a)
Losses
(b)
Rate
Yield
(c)
16.4
1.74
%
5.74/33.00
%
2.40
%
6.25
%
5.92
%
(a)
Monthly principal repayment rate assumption relates to home equity lines of credit and
cumulative prepayment rate (CPR) relates to home equity installment loans.
(b)
The home equity securitizations are credit enhanced with cash collateral accounts that are
maintained within the securitization vehicle. The cash collateral accounts absorb all credit
losses with respect to the securitized loans.
(c)
Yield represents the weighted average of fixed-rate loan and variable-rate lines of credit.
(d)
In April 2006, the Corporation called the Series 2000-A home equity securitization.
For the Three Months Ended
As of March 31, 2006
March 31, 2006
Loans Past
Due 30
Principal
Days or
Average
Net Credit
(In Millions)
Balance
More
Balances
Losses
$
2,309.3
$
93.5
$
2,370.9
$
20.1
2,570.2
43.1
2,745.3
8.4
27,243.6
27,923.1
26.5
41.5
4.2
57.0
32,164.6
140.8
33,096.3
55.0
1,450.0
51.4
1,034.8
6.8
2,298.7
25.7
2,464.8
3.6
12.9
10.1
.1
41.5
4.2
57.0
415.6
3,341.3
458.4
$
25,020.2
$
59.5
$
28,655.6
$
44.5
Table of Contents
For the Three Months Ended
As of March 31, 2005
March 31, 2005
Loans Past Due
Principal
30 Days or
Average
Net Credit
(In Millions)
Balance
More
Balances
Losses
$
2,362.2
$
86.8
$
2,433.2
$
36.5
3,562.9
56.0
3,595.2
11.0
25,862.2
83.1
25,228.7
13.1
27.8
3.1
19.3
31,815.1
229.0
31,276.4
60.6
1,450.0
47.3
1,450.0
18.0
778.2
14.6
835.0
3.4
49.7
1.0
56.5
.7
27.8
3.1
19.3
$
29,509.4
$
163.0
$
28,915.6
$
38.5
Three Months Ended
Three Months Ended
March 31, 2006
March 31, 2005
Credit
Home
Credit
Home
(In Millions)
Card
Automobile
Equity
SBA
Card
Automobile
Equity
SBA
$
425.0
$
$
$
$
$
$
$
20.6
604.8
783.4
1.3
5.1
6.2
7.3
2.1
.1
9.3
8.5
.3
22.8
4.5
.3
.1
3.8
.1
.5
Variable
Weighted-
Annual
Monthly
Expected
Average
Coupon
Principal
Annual
Annual
Fair
Life
Rate to
Repayment
Credit
Discount
(Dollars in Millions)
Value
(in months)
(b)
Investors
(b)
Rate
(b)
Losses
(b)
Rate
(b)
Yield
(b)
$
7.5
3.1
4.86
%
19.01
%
4.77
%
15.00
%
13.79
%
$
1.8
$
.5
$
2.0
$
$
5.0
3.5
1.0
3.5
7.5
(a)
Represents interest-only strips recognized in connection with the credit card securitizations
Series 2002-1, 2005-1, and 2006-1.
(b)
Represents weighted-average assumptions and aggregate declines in fair value for all credit
card securitizations.
Table of Contents
Monthly
Expected
Weighted-
Prepayment
Cumulative
Annual
Weighted-
Fair
average Life
Speed
Credit
Discount
Average
(Dollars in Millions)
Value
(in months)
(b)
(% ABS)
(b)(c)
Losses
(b)
Rate
(b)
Coupon
(b)
$
24.9
12.8
1.50
%
2.00
%
12.00
%
7.07
%
$
1.1
$
3.0
$
.3
$
4.0
1.5
4.2
.5
6.4
$
19.8
10.5
1.50
%
2.00
%
10.21
%
7.07
%
$
1.3
$
$
.2
$
.1
2.7
$
.3
.1
(a)
Represents interest-only strips and servicing assets associated with the automobile
securitization series 2005-A, 2004-A, and
2002-A.
(b)
Represents weighted-average assumptions and aggregate declines in fair value for all
automobile securitization series.
(c)
Absolute prepayment speed.
(d)
Carrying value of servicing assets at March 31, 2006, was $18.4 million
.
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
3,132,577
$
3,237,722
$
2,713,915
306,593
307,439
318,673
3,439,170
3,545,161
3,032,588
382,795
411,147
498,830
$
3,821,965
$
3,956,308
$
3,531,418
Table of Contents
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
3,454,876
$
3,559,471
$
2,980,527
493,616
482,049
518,004
3,948,492
4,041,520
3,498,531
(509,322
)
(496,359
)
(465,943
)
$
3,439,170
$
3,545,161
$
3,032,588
$
192,829
$
221,512
$
308,201
225,397
231,582
255,034
418,226
453,094
563,235
(35,431
)
(41,947
)
(64,405
)
$
382,795
$
411,147
$
498,830
Three Months Ended
March 31
(In Thousands)
2006
2005
$
482,049
$
541,809
20,457
5,816
1,520
(8,890
)
(31,141
)
$
493,616
$
518,004
$
231,582
$
263,768
(6,185
)
(8,734
)
$
225,397
$
255,034
(a)
Associated with the acquisition of National City Vendor Finance. Refer to Note 3 for
further details of this acquisition.
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
549,424
$
455,462
$
382,600
(113,237
)
(104,373
)
(66,038
)
436,187
351,089
316,562
374,422
457,332
745,392
(103,830
)
(112,094
)
(100,140
)
270,592
345,238
645,252
$
706,779
$
696,327
$
961,814
Table of Contents
Three Months Ended
March 31
(In Thousands)
2006
2005
$
1,094,047
$
1,188,462
31,913
77,612
(3,780
)
710
44,816
42,928
(128
)
1,840
6,683
5,168
46,300
42,542
21,356
7,356
27,851
28,402
25,874
25,625
172,752
153,861
16,355
31,769
127
4
1,678
2,853
11,800
16,843
3,462
1,865
6,434
2,449
12,040
10,118
51,896
65,901
120,856
87,960
$
1,001,324
$
1,178,824
Three Months Ended
March 31
(In Thousands)
2006
2005
$
83,601
$
100,538
(4,870
)
(7,165
)
$
78,731
$
93,373
Table of Contents
Amortized
Unrealized
Unrealized
Fair
(In Thousands)
Cost
Gains
Losses
Value
$
1,007,796
$
8,424
$
20,250
$
995,970
180,322
1,815
3,350
178,787
5,494,156
18,085
117,042
5,395,199
238,422
2,312
506
240,228
552,887
11,702
1,068
563,521
222,992
13,088
586
235,494
$
7,696,575
$
55,426
$
142,802
$
7,609,199
$
992,953
$
17,282
$
6,502
$
1,003,733
181,196
2,132
2,895
180,433
5,437,449
27,849
69,929
5,395,369
245,758
2,385
424
247,719
607,499
14,537
1,211
620,825
415,954
11,283
688
426,549
$
7,880,809
$
75,468
$
81,649
$
7,874,628
$
427,964
$
19,546
$
452
$
447,058
212,297
2,071
4,037
210,331
5,895,991
42,751
66,234
5,872,508
395,944
2,764
623
398,085
667,108
25,065
1,127
691,046
450,894
19,046
3,692
466,248
$
8,050,198
$
111,243
$
6,165
$
8,085,276
March 31, 2006
Less Than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(In Thousands)
Value
Losses
Value
Losses
Value
Losses
$
651,717
$
19,986
$
15,334
$
264
$
667,051
$
20,250
30,814
692
139,335
2,658
170,149
3,350
3,033,541
62,188
1,514,408
54,854
4,547,949
117,042
16,247
171
14,573
335
30,820
506
41,132
181
41,912
887
83,044
1,068
82,974
74
28,868
512
111,842
586
$
3,856,425
$
83,292
$
1,754,430
$
59,510
$
5,610,855
$
142,802
Table of Contents
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
414,673
$
409,406
$
202,998
496,387
526,751
387,120
138,261
125,325
121,316
$
1,049,321
$
1,061,482
$
711,434
$
138,015
$
25,858
$
82,273
116,953
98,835
105,607
$
254,968
$
124,693
$
187,880
Three Months Ended
March 31
(In Thousands)
2006
2005
$
12,455
$
6,986
6,795
560
(1,099
)
1,275
3,370
7,288
9,066
9,123
$
21,521
$
16,109
Three Months Ended
March 31
(In Thousands)
2006
2005
$
316,974
$
323,028
10,513
7,608
(5,793
)
(20,963
)
Table of Contents
Three Months Ended
March 31
(In Thousands)
2006
2005
(2,781
)
3,466
$
318,913
$
313,139
$
343,864
$
342,517
22,573
16,945
(17,803
)
(8,386
)
(212
)
(476
)
$
348,422
$
350,600
$
660,838
$
665,545
33,086
24,553
(23,596
)
(29,349
)
(2,993
)
2,990
$
667,335
$
663,739
Three Months Ended
March 31
(In Thousands)
2006
2005
$
6,453
$
7,409
33,825
10,323
(a)
Consists primarily of interest, dividends, and fee income
(b)
Consists primarily of fair value adjustments and realized gains and losses on investments
January 1
Goodwill
Impairment
March 31
(In Thousands)
2006
Adjustments
(a)
Losses
2006
$
1,025,340
$
(1,948
)
$
$
1,023,392
1,646,918
(5,066
)
1,641,852
62,394
62,394
347,756
(679
)
347,077
230,701
(417
)
230,284
$
3,313,109
$
(8,110
)
$
$
3,304,999
Table of Contents
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
356,536
356,536
373,693
201,250
188,183
175,234
$
155,286
$
168,353
$
198,459
March 31
(In Thousands)
2006
$
2,115,715
26,392
119,414
(196
)
(42,600
)
(76,758
)
219,650
$
2,361,617
$
181,215
(a)
Represents decrease in MSR value due to passage of time, including the impact from
both regularly scheduled loan principal payments and partial loan paydowns.
(b)
Represents decrease in MSR value associated with loans that paid off during the period.
(c)
Represents MSR value change resulting primarily from market-driven changes in interest rates
.
Table of Contents
March 31
(In Thousands)
2005
$
1,612,096
152,723
(111,329
)
189,750
(528
)
1,842,712
(107,230
)
51,862
(55,368
)
$
1,787,344
$
1,517,204
1,833,326
$
158,809
March 31
March 31
2006
2005
3.7
4.0
28.02
%
23.22
%
10.77
10.07
March 31
March 31
2006
2005
5.2
4.7
16.90
%
18.65
%
10.09
9.74
Table of Contents
March 31
March 31
(In Thousands)
2006
2005
$
138,408
$
125,778
5,076
2,505
377
8,129
(5,070
)
(3,830
)
(193
)
138,791
132,389
(1,075
)
(1,032
)
(55
)
180
(1,130
)
(852
)
$
137,661
$
131,537
$
163,182
$
149,820
173,881
152,242
$
14,736
$
12,231
March 31
March 31
2006
2005
8.5
8.4
13.73
%
13.88
%
Table of Contents
Three Months Ended
March 31
(In Thousands)
2006
2005
$
147,633
$
129,744
20,323
21,389
7,196
5,650
10,045
3,288
2,027
$
187,224
$
160,071
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
75,797
$
1,753,807
$
734,230
1,311,243
1,051,421
657,257
150,000
98,000
137,000
60,000
510,000
466,206
425,309
345,306
$
2,461,246
$
3,517,537
$
1,796,793
4.84
%
4.06
%
2.59
%
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
$
$
250,496
287,207
288,374
287,322
187,466
189,023
187,951
302,567
306,487
310,046
299,887
299,880
382,605
390,848
265,767
753,151
782,748
770,227
69,599
73,059
73,529
880
2,282,482
2,330,419
2,146,218
Table of Contents
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
25,205,931
22,087,766
23,420,085
239,792
244,601
248,421
207,461
211,699
213,755
195,459
199,501
198,707
308,805
315,074
317,715
503,106
514,262
515,804
290,840
298,401
299,339
218,784
227,077
221,158
3,812,219
3,920,391
4,851,321
28,556
130,970
480,175
12,387
15,932
31,023,340
28,165,674
30,766,480
$
33,305,822
$
30,496,093
$
32,912,698
Weighted-Average
Weighted-Average
(Dollars in Thousands)
Par Value
Contractual Rate
Effective Rate
$
25,287,273
4.65
%
4.67
%
2,975,000
6.15
5.26
1,275,000
4.89
5.94
3,780,062
4.83
4.26
28,499
7.03
6.52
12,386
6.20
6.20
$
33,358,220
4.82
%
4.73
%
Table of Contents
First Call Date
September 30, 2006
December 1, 2006
January 31, 2007
April 15, 2007
June 26, 2007
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
154,640
$
154,640
$
154,640
30,928
30,928
30,928
42,250
42,725
44,150
107,578
109,373
114,306
118,974
128,339
129,218
7,468
7,518
7,669
$
342,864
$
473,523
$
599,885
Table of Contents
March 31
December 31
March 31
2006
2005
2005
(Dollars in Thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
12,622,938
9.00
%
$
12,612,871
8.86
%
$
12,643,489
8.97
%
12,622,938
9.00
12,612,871
8.86
12,643,489
8.97
9,162,653
6.70
9,131,409
6.57
9,146,978
6.65
9,395,516
7.38
9,517,347
7.43
9,731,155
7.91
13,120,919
10.31
13,499,910
10.54
13,853,377
11.25
9,395,516
6.92
9,517,347
6.83
9,731,155
7.22
Table of Contents
March 31
December 31
March 31
2006
2005
2005
70,272
70,272
70,272
609,991,042
615,047,663
637,771,299
Table of Contents
Three Months Ended
March 31
(Dollars in Thousands, Except Per Share Amounts)
2006
2005
$
458,807
$
484,142
415
393
$
458,392
$
483,749
611,910,838
643,004,817
$
.75
$
.75
$
458,807
$
484,142
611,910,838
643,004,817
6,664,899
7,233,949
1,121,541
1,121,541
1,127,180
619,697,278
652,487,487
$
.74
$
.74
Three Months Ended
March 31
(In Thousands)
2006
2005
$
199,691
$
245,239
4,089
4,988
$
203,780
$
250,227
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
23,042,125
$
22,987,569
$
19,361,150
11,328,420
9,052,485
15,673,460
33,948,846
34,080,110
31,336,531
804,740
646,576
425,961
4,901,769
4,745,848
4,537,084
266,337
361,678
289,770
6,011,158
1,495,089
5,457,780
286,536
284,724
905,838
289,592
295,165
243,143
407,083
351,282
321,314
876,850
994,632
Table of Contents
Table of Contents
Table of Contents
For the Three Months Ended
2006
2005
19.7
%
20.9
%
4.4
3.7
4.0
3.5
5
5
Table of Contents
Weighted-
Average
Weighted-
Remaining
Average
Contractual
Exercise
Term
Aggregate Intrinsic Value
Shares
Price
(in years)
(In thousands)
54,700,740
$
29.83
353,335
36.17
(1,305,286
)
23.71
(74,695
)
31.82
53,674,094
$
30.02
5.6
$
217,729
44,111,961
$
28.92
4.6
$
217,696
50,135,498
$
30.72
186,946
34.60
(2,899,047
)
26.25
(256,539
)
35.14
47,166,858
$
30.99
5.0
$
197,898
39,120,810
$
30.15
4.3
$
195,134
For the Three Months Ended
2006
2005
Weighted-
Weighted-
Average
Average
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
6,452,193
$
33.76
4,838,125
$
31.47
7,693
34.55
314,547
35.65
(256,372
)
33.98
(238,088
)
32.00
(115,393
)
33.55
(55,923
)
29.43
6,088,121
$
33.75
4,858,661
$
31.73
Table of Contents
Three Months Ended
March 31
(In Thousands)
2006
2005
$
14,532
$
15,035
22,359
21,293
(34,682
)
(34,498
)
(1,189
)
(1,189
)
275
375
$
1,295
$
1,016
$
596
$
846
2,252
2,233
62
24
350
350
143
245
$
3,403
$
3,698
Pension Benefits
Postretirement Benefits
2006
2005
2006
2005
6.00
%
6.00
%
6.00
%
6.00
%
2.75-7.50
2.75-7.50
2.75-7.50
2.75-7.50
8.5
8.5
Table of Contents
Table of Contents
Table of Contents
March 31, 2006
December 31, 2005
Derivative
Derivative
Net Ineffective
Notional
Hedge Gains
Notional
(In Millions)
Amount
Asset
Liability
(Losses)
(a)
Amount
Asset
Liability
$
121
$
1.2
$
.4
$
121
$
1.5
$
.1
3,430
65.4
17.6
3,864
49.4
38.5
50
.2
50
.5
200
.1
210
.1
260
.1
260
.4
2,742
3,146
2,991
3,614
9,794
66.6
18.4
$
3.7
11,265
50.9
39.6
3,004
19.4
2.9
2,670
1.3
20.5
1,815
20.8
33.9
2,090
20.5
36.3
550
.8
550
15.8
500
3.7
2,000
9.5
2,000
7.3
75
7,369
49.7
37.6
.5
7,885
32.8
72.6
104
.2
.1
13
.4
6,965
44.0
11,810
79.9
217.4
4,050
40.2
500
2,000
3.6
15,450
53.4
265
1.7
864
5.5
1.5
24,450
37.2
3,000
500
4.6
720
70,574
266.3
222.7
8,177
95.8
172.6
8,069
160.3
118.4
2,541
117.2
2,780
1.2
85.1
10,718
95.8
289.8
(3.1
)
10,849
161.5
203.5
27,985
212.3
345.9
1.1
100,586
511.5
538.8
275
4.6
4,800
4.7
4,800
18.9
4,800
4.7
5,075
23.5
4,800
4.7
5,075
23.5
$
32,785
$
217.0
$
345.9
$
1.1
$
105,661
$
535.0
$
538.8
(a)
Represents net ineffective hedge gain (loss) on hedging strategy for the three-month
period ended March 31, 2006.
(b)
Effective January 1, 2006, mortgage servicing rights are carried at fair value and no
longer designated in SFAS 133 hedge relationships.
Table of Contents
March 31, 2005
Derivative
Net Ineffective
Notional
Hedge Gains
(In Millions)
Amount
Asset
Liability
(Losses)
(a)
$
68
$
1.4
$
.1
25
3,685
40.8
63.4
175
2.1
515
.3
260
1.4
2,393
2,967
10,088
42.2
67.3
$
6.5
1,802
64.6
875
3.4
18.9
750
1.3
3,500
1.9
110
7,037
71.2
18.9
4.2
8,290
56.7
9,235
130.8
175.4
1,500
2.0
500
.9
11,100
48.5
400
12.0
848
6.6
.2
25,650
31.4
3,000
.9
1,500
85
62,108
219.3
246.1
(50.9
)
7,918
174.4
132.6
2,936
6.1
85.6
10,854
180.5
218.2
(.4
)
90,087
513.2
550.5
(40.6
)
4,350
30.0
4,800
31.2
9,150
61.2
(.1
)
9,150
61.2
(.1
)
$
99,237
$
574.4
$
550.5
$
(40.7
)
(a)
Represents net ineffective hedge gain (loss) on hedging strategy for the
three-month period ended March 31, 2005.
Table of Contents
Net Derivative Asset (Liability)
Net Gains (Losses)
Three Months Ended
March 31
December 31
March 31
March 31
(In Millions)
2006
2005
2005
2006
2005
$
(264.6
)
$
(6.4
)
$
4.4
$
(321.1
)
$
68.9
(8.8
)
(8.4
)
21.7
11.1
82.3
(273.4
)
(14.8
)
26.1
(310.0
)
151.2
26.0
23.5
15.1
3.3
2.6
(4.7
)
3.0
.6
.1
4.7
21.3
26.5
15.7
3.4
7.3
18.5
26.7
3.8
(9.9
)
(.4
)
$
(233.6
)
$
38.4
$
45.6
$
(316.5
)
$
158.1
Table of Contents
Table of Contents
Consumer and
Small Business
National
Financial
Wholesale
National City
Consumer
Asset
Parent and
Consolidated
(In Thousands)
Services
Banking
Mortgage
Finance
Management
Other
Total
$
493,490
$
369,494
$
61,761
$
296,663
$
30,963
$
(68,591
)
$
1,183,780
27,533
(6,681
)
6,148
9,285
703
(9,945
)
27,043
465,957
376,175
55,613
287,378
30,260
(58,646
)
1,156,737
240,100
168,471
(2,344
)
69,280
85,182
94,958
655,647
416,017
216,078
164,580
155,765
77,730
112,142
1,142,312
290,040
328,568
(111,311
)
200,893
37,712
(75,830
)
670,072
111,791
123,781
(42,088
)
75,937
14,255
(72,411
)
211,265
$
178,249
$
204,787
$
(69,223
)
$
124,956
$
23,457
$
(3,419
)
$
458,807
$
(601
)
$
5,711
$
14,190
$
(18,140
)
$
1,466
$
(2,626
)
$
24,287
46,222
12,088
40,430
3,625
12,744
139,396
$
478,656
$
342,080
$
103,129
$
309,102
$
29,067
$
(105,097
)
$
1,156,937
59,398
(19,478
)
30,531
7,977
560
(8,541
)
70,447
419,258
361,558
72,598
301,125
28,507
(96,556
)
1,086,490
202,608
128,727
223,268
81,914
84,595
78,496
799,608
392,201
195,368
180,116
122,144
79,047
175,890
1,144,766
229,665
294,917
115,750
260,895
34,055
(193,950
)
741,332
89,216
111,876
30,641
98,619
12,873
(86,035
)
257,190
$
140,449
$
183,041
$
85,109
$
162,276
$
21,182
$
(107,915
)
$
484,142
$
(837
)
$
5,653
$
15,122
$
(8,492
)
$
1,246
$
(12,692
)
$
23,769
42,083
15,203
37,543
3,295
16,623
138,516
(a)
Includes tax-equivalent adjustment for tax-exempt interest income.
(b)
Effective January 1, 2006, the Corporation changed its methodology for allocating interest
credit on mortgage escrow accounts from a short-term rate to a longer-term swap rate to better
reflect the duration of these accounts. This change did not have a significant impact on
NCMs net interest income for 2006 as the yield curve was relatively flat. Had this same
methodology been applied to prior periods, NCMs net interest income for the first quarter of
2005 would have increased by $9 million.
Table of Contents
March 31
December 31
March 31
(In Thousands)
2006
2005
2005
$
498,828
$
509,001
$
638,666
634,035
988,695
698,444
183,365
337,882
424,098
267,226
238,655
110,629
13,095,800
12,901,087
13,079,188
452,268
394,523
330,303
121,865
121,865
110,915
58,138
90,655
92,912
702,155
728,260
662,093
$
16,013,680
$
16,310,623
$
16,147,248
$
2,282,478
$
2,330,416
$
2,146,218
342,864
473,522
599,885
48,959
34,540
34,899
716,441
859,274
722,757
3,390,742
3,697,752
3,503,759
12,622,938
12,612,871
12,643,489
$
16,013,680
$
16,310,623
$
16,147,248
Three Months Ended
March 31
(In Thousands)
2006
2005
$
225,000
$
425,000
274
61
17,027
8,631
2,577
3,259
11,460
8,545
23,718
3,529
280,056
449,025
36,319
25,757
32,717
1,307
69,036
27,064
211,020
421,961
(21,824
)
13,345
232,844
408,616
225,963
75,526
$
458,807
$
484,142
Table of Contents
Three Months Ended
March 31
(In Thousands)
2006
2005
$
458,807
$
484,142
(225,963
)
(75,526
)
673
673
54,660
(5,863
)
(11,460
)
(8,545
)
(385
)
1,383
(2,273
)
(2,483
)
(141,811
)
(118,675
)
(7,079
)
24,937
39,984
150,106
315,090
(10,250
)
(159,049
)
174,728
133,865
(28,571
)
(33,602
)
255,000
405,000
(5,000
)
(350,000
)
(19,916
)
(55,000
)
600,002
365,991
541,216
273,688
(128,866
)
7,079
(230,188
)
(228,783
)
81,821
139,948
(256,116
)
(493,988
)
(526,270
)
(309,135
)
(10,173
)
547,171
509,001
91,495
$
498,828
$
638,666
$
34,472
$
8,623
Table of Contents
Focusing and equipping the salesforce
Deepening customer relationships
Broadening the customer base
Operating more effectively and efficiently
Managing risk
Aligning the organization for high performance
Table of Contents
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
183
$
196
$
161
144
193
199
(44
)
32
114
73
72
73
60
58
74
35
33
26
34
41
39
34
24
10
32
32
26
32
32
21
(6
)
20
13
67
35
29
644
768
785
12
9
14
$
656
$
777
$
799
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
119
$
184
$
191
14
18
5
11
(9
)
3
$
144
$
193
$
199
Table of Contents
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
2
$
1
$
2
(86
)
14
82
13
2
6
(73
)
16
88
27
15
24
$
(44
)
$
32
$
114
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
147
$
124
$
129
(119
)
(123
)
(111
)
220
230
242
(321
)
(215
)
(172
)
(101
)
15
70
$
(73
)
$
16
$
88
(a)
Prior to January 1, 2006, time decay and payoffs were characterized as amortization of
servicing assets.
Table of Contents
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
641
$
660
$
611
79
96
75
79
80
76
73
72
101
43
45
57
37
32
38
28
66
28
19
52
16
18
22
21
18
20
21
17
8
24
11
11
15
79
107
62
$
1,142
$
1,271
$
1,145
Table of Contents
Three Months Ended
March 31
December 31
March 31
(Dollars in Millions)
2006
2005
2005
$
352
$
354
$
351
171
201
170
(90
)
(121
)
(96
)
53
31
51
48
38
47
35
67
34
28
16
26
16
15
15
15
6
(6
)
13
53
19
$
641
$
660
$
611
33,848
34,270
35,108
Table of Contents
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
205
$
193
$
183
178
162
141
125
132
162
(69
)
20
85
23
14
21
(3
)
(123
)
(108
)
$
459
$
398
$
484
Table of Contents
Table of Contents
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
27,540
$
27,449
$
25,553
3,426
3,279
2,909
12,022
12,153
12,127
32,921
32,787
30,515
20,979
21,808
19,520
2,515
2,469
2,351
6,028
6,488
8,308
105,431
106,433
101,283
8,826
11,172
11,502
7,719
7,657
8,195
2,483
2,346
1,867
$
124,459
$
127,608
$
122,847
Table of Contents
Average
Largest Loan
Outstanding
% of
Loan Balance
to a Single
(Dollars in Millions)
Balance
Total
Per Obligor
Obligor
$
12,485
29
%
$
1.0
$
74
7,880
18
1.0
110
5,050
12
.5
40
5,176
12
1.1
69
3,374
8
1.6
53
3,622
8
1.2
58
1,636
4
.4
54
758
2
1.1
22
373
1
2.5
27
3,198
6
.2
29
$
43,552
100
%
Three Months Ended
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
16,766
$
17,752
$
18,136
51,213
50,408
48,973
67,979
68,160
67,109
15,008
15,858
14,413
8,378
11,016
8,616
31,719
31,787
31,684
55,105
58,661
54,713
12,468
12,549
12,779
$
135,552
$
139,370
$
134,601
$
106,318
$
109,069
$
103,686
$
64,473
$
63,892
$
63,002
Three Months Ended
March 31
December 31
March 31
2006
2005
2005
12.3
%
12.7
%
13.5
%
37.8
36.2
36.4
50.1
48.9
49.9
11.1
11.4
10.7
6.2
7.9
6.4
23.4
22.8
23.5
40.7
42.1
40.6
9.2
9.0
9.5
100.0
%
100.0
%
100.0
%
Table of Contents
(Dollars in Millions)
March 31, 2006
December 31, 2005
March 31, 2005
$
12,623
$
12,613
12,643
9.00
%
8.86
%
8.97
%
20.69
20.51
19.82
Total Number of
Maximum Number of
Shares Purchased Under
Shares that May Yet Be
Total Number of
Average
Publicly Announced
Purchased Under the
Shares
Price Paid
Share Repurchase
Share Repurchase
Period
Purchased
(a)
Per Share
Authorizations
(b)
Authorizations
(c)
2,211,164
33.98
2,083,100
31,533,400
4,783,988
34.14
4,393,300
27,140,100
1,181,848
34.68
1,034,000
26,106,100
8,177,000
34.17
7,510,400
(a)
Includes shares repurchased under the October 24, 2005, share repurchase authorization and
shares acquired under the Corporations 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, share repurchase
authorization.
2006
2005
First
Fourth
Third
Second
First
NYSE: NCC
Quarter
Quarter
Quarter
Quarter
Quarter
$
36.25
$
35.04
$
37.85
$
35.30
$
37.75
33.26
29.80
33.37
32.08
32.85
34.90
33.57
33.44
34.12
33.50
Table of Contents
March 31
December 31
March 31
2006
2005
2005
27.5
%
26.0
%
25.6
%
15.1
14.9
14.4
31.9
30.9
30.2
23.1
25.7
27.6
2.4
2.5
2.2
100.0
%
100.0
%
100.0
%
March 31
December 31
March 31
(Dollars in Millions)
2006
2005
2005
$
165
$
181
$
158
27
20
13
117
114
110
174
175
200
483
490
481
151
97
90
13
9
7
$
647
$
596
$
578
.63
%
.56
%
.56
%
.46
.42
.41
Table of Contents
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
35
$
36
$
59
2
5
6
5
9
39
475
510
429
20
23
10
20
20
22
8
17
9
29
16
19
$
594
$
636
$
593
Three Months Ended
March 31
December 31
March 31
(Dollars in Millions)
2006
2005
2005
$
1,094
$
1,108
$
1,188
32
136
77
(4
)
(12
)
1
45
59
43
2
7
8
5
46
37
42
21
17
7
28
39
28
26
30
26
Table of Contents
Three Months Ended
March 31
December 31
March 31
(Dollars in Millions)
2006
2005
2005
173
190
153
16
20
32
2
2
3
3
12
14
17
4
2
2
6
3
2
12
8
10
52
52
66
121
138
87
$
1,001
$
1,094
$
1,179
$
102,269
$
106,039
$
102,932
.98
%
1.03
%
1.15
%
207.1
223.1
245.1
204.3
199.4
330.5
Three Months Ended
March 31
December 31
March 31
(Dollars in Millions)
2006
2005
2005
$
84
$
88
$
100
(5
)
(4
)
(7
)
$
79
$
84
$
93
$
27
$
132
$
70
Three Months Ended
March 31
December 31
March 31
2006
2005
2005
.42
%
.56
%
.18
%
(.03
)
(.16
)
.26
.17
.13
.08
.43
.29
.34
.35
.28
.11
3.45
5.86
4.48
.93
1.33
.76
.46
%
.52
%
.35
%
Table of Contents
March 31
December 31
March 31
(In Millions)
2006
2005
2005
$
466
$
494
$
550
133
136
142
159
174
199
100
131
133
143
159
155
$
1,001
$
1,094
$
1,179
$
79
$
84
$
93
Table of Contents
Table of Contents
OFF-BALANCE SHEET ARRANGEMENTS
Payments Due In
One to
Three to
Over
Note
One Year
Three
Five
Five
(In Millions
)
Reference
or Less
Years
Years
Years
Total
$
54,301
$
$
$
$
54,301
19,708
5,918
1,851
3,355
30,832
5,239
5,239
13
2,162
2,162
14, 15
12,799
14,180
6,433
5,366
38,778
157
258
182
471
1,068
162
167
33
21
383
(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 March 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.
(c)
Excludes unamortized premiums or discounts, hedge basis adjustments, fair value adjustments,
or other similar carrying value adjustments.
Table of Contents
Three
One
One to
to
Over
Year
Three
Five
Five
(In Millions)
or Less
Years
Years
Years
Total
$
10,197
$
6,801
$
5,751
$
293
$
23,042
11,328
11,328
33,945
4
33,949
805
805
2,625
1,113
1,073
91
4,902
256
8
2
266
6,011
6,011
226
61
287
46
24
80
140
290
214
128
39
26
407
877
877
Table of Contents
Table of Contents
Table of Contents
March 31
December 31
March 31
2006
2005
2005
NCM
NCHLS
NCM
NCHLS
NCM
NCHLS
(Dollars in Millions)
Mortgages
Mortgages
Mortgages
Mortgages
Mortgages
Mortgages
$
2,234.6
$
127.0
$
2,034.2
$
107.9
$
1,805.6
$
27.7
5.6
2.0
5.0
2.1
4.7
2.6
15.57
%
40.44
%
17.50
%
39.21
%
18.47
%
33.19
%
9.87
13.98
9.74
13.56
9.70
12.75
March 31
2006
NCM
NCHLS
(Dollars in Millions)
Mortgages
Mortgages
$
2,234.6
$
127.0
100.8
20.4
200.8
24.7
79.7
2.5
154.0
4.9
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
March 31
March 31
(In Millions)
2006
2005
$
27,540
$
25,553
3,426
2,909
12,022
12,127
32,921
30,515
20,979
19,520
2,515
2,351
6,028
8,308
105,431
101,283
12
16
86
312
7,977
11,174
331
4
416
8,826
11,502
7,719
8,195
327
259
2,156
1,608
124,459
122,847
(1,092
)
(1,175
)
(28
)
146
3,326
3,706
1,311
1,277
707
1,008
104
92
2,191
1,504
3,310
3,300
161
206
140
353
4,807
5,252
$
139,396
$
138,516
$
16,766
$
18,136
28,367
29,253
2,106
2,531
20,740
17,189
5,492
4,336
1,047
538
8,469
9,539
82,987
81,522
6,198
7,130
2,180
1,486
31,719
31,684
188
284
3,656
3,631
126,928
125,737
12,468
12,779
$
139,396
$
138,516
Table of Contents
Daily Average Balance
2006
2005
First
Fourth
Third
Second
First
(Dollars in Millions)
Quarter
Quarter
Quarter
Quarter
Quarter
$
27,552
$
27,474
$
27,444
$
27,164
$
25,569
3,426
3,279
3,083
2,999
2,909
12,108
12,275
12,153
12,061
12,439
40,898
42,876
44,715
41,415
41,689
21,310
21,823
22,160
20,950
19,520
2,931
2,676
2,684
2,375
2,351
6,032
7,202
7,717
8,053
8,308
114,257
117,605
119,956
115,017
112,785
7,153
7,060
6,838
7,112
7,539
566
597
612
634
656
7,719
7,657
7,450
7,746
8,195
2,483
2,346
2,253
1,928
1,867
124,459
127,608
129,659
124,691
122,847
(1,092
)
(1,097
)
(1,123
)
(1,178
)
(1,175
)
(28
)
(8
)
74
79
146
16,057
16,480
16,357
16,081
16,698
$
139,396
$
142,983
$
144,967
$
139,673
$
138,516
$
28,367
$
28,160
$
28,233
$
28,726
$
29,253
2,106
2,189
2,303
2,425
2,531
20,740
20,059
19,220
18,143
17,189
6,539
6,958
7,019
5,462
4,874
8,469
8,900
9,278
7,432
9,539
2,823
4,675
4,506
2,978
3,912
3,375
3,476
3,470
3,099
3,218
2,180
2,865
2,123
2,524
1,486
31,719
31,787
33,171
34,364
31,684
106,318
109,069
109,323
105,153
103,686
16,766
17,752
18,706
18,434
18,136
3,844
3,613
3,958
3,334
3,915
126,928
130,434
131,987
126,921
125,737
12,468
12,549
12,980
12,752
12,779
$
139,396
$
142,983
$
144,967
$
139,673
$
138,516
(a)
Includes loans held for sale or securitization
Table of Contents
(a)
Includes loans held for sale or securitization
Table of Contents
Average Annualized Rate
2006
2005
First
Fourth
Third
Second
First
Quarter
Quarter
Quarter
Quarter
Quarter
7.06
%
6.57
%
6.07
%
5.69
%
5.22
%
7.36
6.99
6.47
5.99
5.59
7.02
6.80
6.42
6.25
5.98
6.97
6.80
6.49
6.36
6.17
6.94
6.33
5.83
5.34
5.04
11.44
10.48
10.43
9.74
8.90
6.66
6.34
6.34
6.28
6.28
7.10
6.72
6.34
6.06
5.79
5.12
4.96
4.92
4.96
4.88
7.20
7.19
7.18
7.40
7.29
5.27
5.14
5.10
5.16
5.07
5.92
5.40
5.39
5.02
5.27
6.96
%
6.60
%
6.25
%
5.99
%
5.73
%
2.46
%
2.13
%
1.85
%
1.57
%
1.28
%
.49
.49
.47
.41
.38
3.95
3.75
3.49
3.33
3.13
4.62
4.01
3.48
2.99
2.51
4.12
3.58
3.19
2.77
2.33
4.49
4.03
3.53
2.98
2.55
3.36
2.90
2.48
2.00
1.65
4.19
3.86
3.56
2.30
1.77
4.46
4.08
3.67
3.32
3.03
3.69
%
3.35
%
3.00
%
2.65
%
2.32
%
3.27
%
3.25
%
3.25
%
3.34
%
3.41
%
.54
.49
.47
.42
.37
3.81
%
3.74
%
3.72
%
3.76
%
3.78
%
(a)
Includes loans held for sale or securitization
Table of Contents
Table of Contents
Exhibit
Number
Exhibit Description
Amended and Restated Certificate of Incorporation of National City Corporation dated April 13, 1999 (filed
as Exhibit 3.2 to Registrants Quarterly Report on Form 10-Q for the quarter and nine months ended
September 30, 2000, and incorporated herein by reference).
National City Corporation First Restatement of By-laws adopted April 27, 1987 (as Amended through February
28, 2005) (filed as Exhibit 3(ii) to Registrants Current Report on Form 8-K filed on February 28, 2005,
and incorporated herein by reference).
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 Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
Amended and restated Certificate of Incorporation of National City Corporation dated April 13, 1999 (filed
as Exhibit 3.2 to Registrants 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.
National City Corporation First Restatement of By-laws adopted April 27, 1987 (as Amended through February
28, 2005) (filed as Exhibit 3(ii) to Registrants Current Report on Form 8-K filed on February 28, 2005,
and incorporated herein by reference) related to stockholder rights.
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 Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
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.
National City Corporations 1993 Stock Option Plan (filed as Exhibit 10.5 to Registration Statement No.
33-49823 and incorporated herein by reference).
National City Corporation 150th Anniversary Stock Option Plan (filed as Exhibit 4 to Registrants Form S-8
Registration Statement No. 33-58815 dated April 25, 1995, and incorporated herein by reference).
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).
National City Corporation Supplemental Executive Retirement Plan, as Amended and Restated effective January
1, 2005.
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).
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 Registrants
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
Form of contracts with David A. Daberko, William E. MacDonald III, Jon L. Gorney, Jeffrey D. Kelly, David
L. Zoeller, Thomas A. Richlovsky, James P. Gulick, John D. Gellhausen, James R. Bell III, Peter E. Raskind,
Philip L. Rice, Timothy J. Lathe, Shelley J. Seifert, Daniel J. Frate, Ted M. Parker, Paul D. Geraghty, and
Richard B. Payne, Jr. (filed as Exhibit 10.29 to Registrants Form S-4 Registration Statement No. 333-45609
dated February 4, 1998, and incorporated herein by reference).
Split Dollar Insurance Agreement effective January 1, 1994, between National City Corporation and certain
key employees (filed as Exhibit 10.11 to Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003, and incorporated herein by reference).
National City Corporation 1997 Stock Option Plan as Amended and Restated effective October 22, 2001 (filed
as Exhibit 10.17 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2001,
and incorporated herein by reference).
Table of Contents
Exhibit
Number
Exhibit Description
National City Corporation 1997 Restricted Stock Plan as Amended and Restated effective October 31, 2001
(filed as Exhibit 10.18 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2001, and incorporated herein by reference).
National City Corporation Retention Plan for Executive Officers, Amended and Restated effective January 1,
2005. (filed as Exhibit 10.17 to Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2005, and incorporated herein by reference).
Integra Financial Corporation Management Incentive Plan (filed as Exhibit 4.4 to Registrants
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).
National City Corporation Management Incentive Plan for Senior Officers, as Amended and Restated effective
January 1, 2005.
National City Corporation Supplemental Cash Balance Pension Plan, as Amended and Restated effective January
1, 2005.
The National City Corporation 2001 Stock Option Plan as Amended and Restated effective October 22, 2001
(filed as Exhibit 10.27 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2001, and incorporated herein by reference).
National City Corporation 2002 Restricted Stock Plan (filed as Exhibit A to Registrants Proxy Statement
dated March 8, 2002, and incorporated herein by reference).
The National City Corporation Long-Term Deferred Share Compensation Plan effective April 22, 2002 (filed as
Exhibit 10.33 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and
incorporated herein by reference).
The National City Corporation Deferred Compensation Plan, as Amended and Restated effective January 1, 2005.
Form of Agreement Not To Compete with David A. Daberko and William E. MacDonald III (filed as Exhibit 10.35
to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein
by reference).
Visa(R) U.S.A. Inc. limited guaranty between National City Corporation and Visa(R) U.S.A. Inc. dated August
6, 2002 (filed as Exhibit 10.36 to Registrants Quarterly Report on Form 10-Q for the quarter and nine
months ended September 30, 2002, and incorporated herein by reference).
The National City Corporation Executive Savings Plan, as Amended and Restated effective January 1, 2003
(filed as Exhibit 10.32 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2002, and incorporated herein by reference).
The National City Corporation Savings and Investment Plan, as Amended and Restated effective January 1,
2001 (filed as Exhibit 10.33 to Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2002, and incorporated herein by reference).
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 Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, and incorporated herein by reference).
Amendment No. 1 to the Split Dollar Insurance Agreement effective January 1, 2003 (filed as Exhibit 10.37
to Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated
herein by reference).
Credit Agreement dated as of April 12, 2001, by and between National City and the banks named therein
(filed as Exhibit 4.2 to Registrants 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 Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated
herein by reference).
MasterCard International Incorporated limited guaranty between National City Corporation and MasterCard
International Incorporated dated April 30, 2003 (filed as Exhibit 10.39 to Registrants Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
The National City Corporation Long-Term Cash and Equity Incentive Plan (filed as Exhibit 10.40 to the
Registrants Quarterly Report on Form 10-Q for the quarter year ended September 30, 2005, and incorporated
herein by reference).
National City Executive Long-Term Disability Plan (filed as Exhibit 10.41 to Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
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 Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, and incorporated herein by reference).
Table of Contents
Exhibit
Number
Exhibit Description
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 Registrants Post-Effective Amendment No. 3 to Form S-8 Registration
Statement No. 333-61712 dated April 19, 2004, and incorporated herein by reference).
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 Registrants Post-Effective Amendment No. 3 to Form S-8 Registration
Statement No. 333-61712 dated April 19, 2004, and incorporated herein by reference).
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).
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).
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).
The National City Corporation 2004 Deferred Compensation Plan, as Amended and Restated effective January 1,
2005.
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 Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, and incorporated herein by reference).
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 Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, and incorporated herein by reference).
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 Registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2004, and incorporated herein by reference).
Form of Restricted Stock Agreement (filed as Exhibit 10.64 to Registrants Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005, and incorporated herein by reference).
Form of Restricted Stock Agreement used in connection with National City Corporation Management Incentive
Plan for Senior Officers (filed as Exhibit 10.65 to Registrants Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005, and incorporated herein by reference).
Form of Incentive Stock Option Agreement (filed as Exhibit 10.66 to Registrants Quarterly Report on Form
10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
Form of Non-qualified Stock Option Agreement (filed as Exhibit 10.67 to Registrants Quarterly Report on
Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
Form of contracts with Robert B. Crowl and Jon N. Couture (filed as Exhibit 10.68 to Registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).
Release and Non-competition Agreement between National City Corporation and Jose Armando Ramirez (filed as
Exhibit 10.69 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and
incorporated herein by reference).
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 Registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, and incorporated herein by reference).
Form of Restricted Stock Unit Award Agreement (filed as Exhibit 99.1 to Registrants Current Report on Form
8-K filed on March 17, 2006, and incorporated herein by reference).
National City Corporation Management Severance Plan, as Amended and Restated effective January 1, 2005.
Form of Amendment to Agreement Not to Compete with David A. Daberko and William E. MacDonald III.
Form of Non-Elective Deferred Compensation Award Statement (filed as Exhibit 99.1 to Registrants Current
Report on Form 8-K filed on May 1, 2006, and incorporated herein by reference).
Form of Non-Elective Deferred Compensation Award Statement (filed as Exhibit 99.2 to Registrants Current
Report on Form 8-K filed on May 1, 2006, and incorporated herein by reference).
Deferred Compensation Plan for
Daniel J. Frate.
Table of Contents
Exhibit
Number
Exhibit Description
Statement re computation of per share earnings incorporated by reference to Note 18 of the Notes to the
Consolidated Financial Statements of this report.
Computation of Ratio of Earnings to Fixed Charges.
Code of Ethics (filed as Exhibit 14.1 to Registrants Current Report on Form 8-K filed on April 26, 2005,
and incorporated herein by reference).
Code of Ethics for Senior Financial Officers (filed as Exhibit 14.2 to Registrants Current Report on Form
8-K filed on April 26, 2005, and incorporated herein by reference).
Chief Executive Officer Sarbanes-Oxley Act 302 Certification dated May 9, 2006 for National City
Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
Chief Financial Officer Sarbanes-Oxley Act 302 Certification dated May 9, 2006 for National City
Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
Chief Executive Officer Sarbanes-Oxley Act 906 Certification dated May 9, 2006 for National City
Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
Chief Financial Officer Sarbanes-Oxley Act 906 Certification dated May 9, 2006 for National City
Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
Table of Contents
Common Stock Listing
National City Corporation common stock is traded on the
New York Stock Exchange under the symbol
NCC
. The stock is
abbreviated in financial publications as
NtlCity
.
Dividend Reinvestment and Stock Purchase Plan
National City Corporation offers stockholders a convenient
way to increase their investment through the National City
Amended and Restated Dividend Reinvestment and Stock
Purchase Plan (the Plan). Under the Plan, investors can
elect to acquire National City shares in the open market
by reinvesting dividends and through optional cash
payments. National City absorbs the fees and brokerage
Stockholders of record may access their accounts via the Internet to review
account holdings and transaction history through National Citys StockAccess
at ncstockaccess.com. For log-in assistance or other inquiries,
call 800-622-6757.
commissions on shares acquired through the Plan. To obtain
a Plan prospectus and authorization card, please call
800-622-6757. The Plan prospectus is also available at
nationalcity.com.
Direct Deposit of Dividends
The direct deposit program provides for free automatic
deposit of quarterly dividends directly to a checking or
savings account. For information regarding this program,
call 800-622-6757.
NAIC
National City is a proud sponsor of the National
Association of Investors Corporation (NAIC) and
participates in its Low-Cost Investment Plan. To receive
more information on NAIC, call 248-583-NAIC(6242).
National Citys corporate governance practices are described in the following documents, which are available free of charge on the
Corporations Web site at nationalcity.com or in print form through the Investor Relations department: Corporate Governance Guidelines, Code of
Ethics, Code of Ethics for Senior Financial Officers, Audit Committee Charter, Nominating and Board of Directors Governance Committee Charter,
Compensation Committee Charter, and Risk and Public Policy Committee Charter.
Dominion Bond
Fitch
Moodys
Standard
Debt Ratings
Rating Service
Ratings
Investors Service
& Poors
A/B
R-1 (mid)
F1+
P-1
A-1
A (high)
AA-
A1
A
A+
A2
A-
A/B
R-1 (mid)
F1+
P-1
A-1
AA (low)
AA
Aa3
A+
AA (low)
AA-
Aa3
A+
A+
A1
A
Table of Contents
NATIONAL CITY CORPORATION
/s/ DAVID A. DABERKO
Chairman and Chief Executive Officer
/s/ JEFFREY D. KELLY
Vice Chairman and Chief Financial Officer
Table of Contents
1900 East Ninth Street
Cleveland, Ohio 44114-3484
Exhibit 10.4
NATIONAL CITY CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as Amended and Restated Effective January 1, 2005)
ARTICLE 1. THE PLAN AND ITS PURPOSE
1.1 Amendment and Restatement of the Plan. The following are the provisions of the National City Corporation Supplemental Executive Retirement Plan (herein referred to as the "SERP") effective as of January 1, 2005 (herein referred to as the "Effective Date"), which is an amendment and restatement of the SERP which was in effect prior thereto (hereinafter referred to as the "Prior Plan"). Except as provided in Section 4.9 herein, the SERP as amended and restated herein is effective with respect to certain employees who retire, become disabled, die or otherwise have a Separation from Service on or after the Effective Date. Benefits with respect to Employees who retired, became disabled, died or otherwise had a Separation from Service prior to the Effective Date shall be governed by the provisions of the Prior Plan.
1.2 Purpose. The purpose of the SERP is to provide for the payment of certain pension, disability and survivor benefits in addition to benefits which may be payable under other plans of the Corporation. The Corporation intends and desires by the provisions of the SERP to recognize the value to the Corporation of the past and present service of employees covered by the SERP and to encourage and assure their continued service to the Corporation by making more adequate provision for their future security than other plans of the Corporation provide.
1.3 Operation of the SERP. The SERP shall be administered by the Plan Administrator.
ARTICLE 2. DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall have the meanings set forth below, unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized.
(a) "Accrued Benefit" shall mean as of any time the benefit to be
provided an Participant expressed in the form of a single life annuity
commencing on such date that is equal to the amount determined by subtracting
(b) and (c) from (a), where (a) is an amount determined by dividing the
Participant's SERP Cash Balance Account as of such date by an immediate annuity
factor for one dollar of benefit payable as a single life annuity based upon the
Participant's Age, such immediate annuity factors being set forth in Section
2.1(b) below, (b) is the Participant's "Accrued Benefit" under the Retirement
Plan, and (c) is the Participant's annual retirement benefit (or Actuarial
Equivalent Benefit as determined by the Actuary) payable with respect to the
Participant pursuant to any SERP Offset Program.
(b) "Actuarially Equivalent Benefit" means the actuarially equivalent benefit determined under the SERP using (i) the mortality table prescribed in Rev. Rul. 2001-62 and (ii) the interest rate utilized in the Retirement Plan for actuarial equivalence calculations.
(c) "Actuary" means an independent actuary or firm of actuaries engaged by the Plan Administrator at its sole discretion. Such actuary or firm may be, but shall not be required to be, the same actuaries engaged by Corporation to perform actuarial services with respect to the Retirement Plan.
(d) "Age" means a person's actual age calculated in years and whole calendar months.
(e) "Award" means a Participant's award(s), if any, under the Management Incentive Plans for Senior Executives.
(f) "Base Pay" means the regular salary and straight-time hourly wages paid by an Employer to an Employee. Except as otherwise determined by the Committee in its sole discretion, Base Pay shall not include overtime pay, bonuses, suggestions awards, commissions, incentive compensation payment or other forms of special compensation.
(g) "Benefit Commencement Date" means the first day of the first period for which a Participant's benefits are to be paid as an annuity or any other form, without regard to whether the Participant's benefits is actually paid or commences to be paid on such date.
(h) "Change in Control" see Section 12.2.
(i) "Committee" means the Compensation and Organization Committee of the Board of Directors of the Corporation.
(j) "Corporation" means National City Corporation, a Delaware corporation, and any successor corporation.
(k) "Death Beneficiary" shall mean the person who may be entitled to receive benefits payments under the SERP in the event of the death of a Participant. Such person or persons may be designated by the Participant (and such designation may be revoked or changed without the consent of any previously designated Death Beneficiary), only by an instrument, in form acceptable to the Plan Administrator, signed by the Participant and filed with the Plan Administrator before the earlier of (i) the Participant's death, or (ii) the Participant's Benefit Commencement Date. In the event that a Death Beneficiary shall not have been designated hereunder (or, if so designated shall have not survived the Participant), a Participant's Death Beneficiary shall be the person designated or otherwise treated as his or her designated beneficiary under the Retirement Plan.
(l) "Disability" shall mean a disability as defined by the provisions of the Long Term Disability Plan.
(m) "Effective Date" shall mean January 1, 2005.
(n) "Employee" shall mean an individual employed with an Employer on a regular, active and full-time salaried basis
(o) "Employer" shall mean the Corporation or any corporation, organization or entity controlled by the Corporation.
(p) "FICA" means the Federal Insurance Contributions Act.
(q) "Final Average Total Earnings" means the average of a
Participant's five (5) highest consecutive years of Base Pay out of the last ten
(10) years, plus the average of the Participant's five (5) largest (not
necessarily consecutive) Total Awards for any of the ten (10) calendar years
completed immediately prior to the date of determination.
(r) "Grandfathered Benefit" shall mean the greater of a Participant's Accrued Benefit or Minimum Benefit determined as of December 31, 2004, provided that such Participant has had a Vesting Event on or before that date.
(s) "Interest Credits" shall mean the amount, as of the end of each month, to be credited to each SERP Cash Balance Account as interest. The annual rate of interest to be credited shall the applicable rate of interest set forth in the Retirement Plan.
(t) "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time.
(u) "Long Term Disability Plan" means the National City Long-Term Disability Plan as in effect from time to time and any successor disability plan, with any amendment(s) thereto from time to time, effective as of the effective date(s) of such amendment(s).
(v) "Management Incentive Plans for Senior Officers" means the National City Corporation Management Incentive Plan for Senior Officers and the National City Mortgage Co. Management Incentive Plan for Senior Officers together with any predecessor or successor plans, as in effect from time to time.
(w) "Minimum Benefit" means, for any Participant who was a Participant in the Prior Plan as of June 30, 2002, a single life annuity equal to his "Accrued Benefit" under the Prior Plan on such date, taking into account all Vesting Service; provided, however, that for purposes of calculating such Minimum Benefit, SERP Earnings and Final Average Total Earnings shall be capped at an amount equal to the sum of the Participant's Base Pay for 2001 plus his Total Awards payable in 2002. For each year in which this cap is applicable, SERP Earnings shall be capped by first limiting the amount of Total Awards payable in that year used
in determining Final Average Total Earnings. The offsetting values of the Participant's "Accrued Benefit" under the Retirement Plan and any annual retirement benefit under any SERP Offsetting Programs shall be determined as of his Benefit Commencement Date.
(x) "Normal Retirement Age" means the earlier of age 65, or age 62 with 20 or more years of Vesting Service.
(y) "Opening Account Balance" shall mean the amount, if any, credited to a Participant's SERP Cash Balance Account as of the July 1, 2002. With respect to each Participant who was a "Participant" in the Prior Plan immediately preceding July 1, 2002, an amount which shall be credited as of July 1, 2002 to his SERP Cash Balance Account which is the present value of the Participant's "Accrued Benefit" under the Prior Plan (prior to any offset thereunder), calculated using the Participant's "Vesting Service" under the Prior Plan as of July 1, 2002 (or projected to age 55, if greater). For purposes of calculating the amount of any Opening Account Balance, present value shall be determined using the 1984 Unisex Pension Mortality Table (reflecting a one-year set back) and an interest rate of 4-1/4% and a benefit commencement age of 62 (or current age, if greater). Notwithstanding the foregoing, the Committee acting at its discretion may credit additional amounts to a Participant's Opening Account Balance irrespective of whether such Participant was a "Participant" in the Prior Plan.
(z) "Participant" means an Employee who is selected from time to time by the Committee pursuant to Article 3 of the SERP for participation in one or more of the benefits under the SERP (or a portion of the SERP).
(aa) "Plan Administrator" means a committee consisting of the Corporate Director Human Resources, the Director Executive Compensation, and the Director Compensation & Benefits, or such other group as established by the Corporate Director Human Resources to serve as administrator of the SERP.
(bb) "Plans" means the Retirement Plan and the Long Term Disability Plan as in effect from time to time.
(cc) "Prior Plan" means the SERP as in effect immediately prior to the Effective Date or as of such other date as may be specified herein.
(dd) "Retirement Plan" means the National City Non-Contributory Retirement Plan.
(ee) "Separation from Service" shall mean the termination of a Participant's or former Participant's employment relationship with the Employer for any reason whatsoever, whether voluntarily or involuntarily, including by reason of retirement, quit, discharge or death; provided, however, that if the foregoing definition does not satisfy the requirements of Section 409A of the Internal Revenue Code, an appropriate definition shall be substituted in lieu of the foregoing, effective as of the Effective Date, or as of such other date as shall satisfy the requirements of Section 409A.
(ff) "SERP" means the Supplemental Executive Retirement Plan as effective on and after the Effective Date.
(gg) "SERP Cash Balance Account" means as of any date, the notation account established and maintained for a Participant which shall be credited with the Participant's (i) Opening Account Balance, if any, (ii) SERP Pay Credits and (iii) Interest Credits.
(hh) "SERP Disability Benefit" means the benefit provided for by Article 6 of the SERP.
(ii) "SERP Early Retirement Benefit" means the early retirement benefit provided for by Section 4.3 of the SERP.
(jj) "SERP Earnings" means all compensation paid to an Employee or electively deferred by an Employee excluding automobile and parking allowances, relocation expense payments, tuition reimbursements, signing bonuses, business expense reimbursements, the value of flex vacation bought or sold, Employer-paid club dues, cash payments upon the exercise of stock appreciation rights, cash payments upon the exercise of or disposition of stock options, dividends paid upon restricted stock, cash payments under any long-term incentive plan, deferred cash payments, Mexican tax refunds, medical supplemental adjustment payments, tax
adjustments on certain payments, the lapse of restricted stock, payments under nonqualified retirement plans, lump sum severance payments and amounts not taxable to an Employee. For purposes of clarification, SERP Earnings shall be calculation without regard to any limitations on compensation as set forth in the Retirement Plan or in Section 401(a)(17) of the Internal Revenue Code .
(kk) "SERP Pay Credits" shall mean the amount, as of the end of each month, to be credited to the SERP Cash Balance Account of each Participant as pay credits. The SERP Pay Credit shall be calculated in the same manner as "Pay Credits" under Section 1.1(33)(a) of the Retirement Plan, except that (1) such SERP Pay Credits shall be calculated on the basis of SERP Earnings and Vesting Service; and (2) in lieu of any "additional Pay Credits" which might be credited under Section 1.1(33)(b) of the Retirement Plan, additional SERP Pay Credits in an amount equal to 9% of an eligible Participant's SERP Earnings be will be credited to such eligible Participant's SERP Cash Balance Account. A Participant shall be eligible to receive such additional SERP Pay Credits if, the Participant (i) was a "participant" in the Prior Plan immediately preceding July 1, 2002, and (ii) had not attained Age fifty-five (55) as of July 1, 2002.
(ll) "SERP Normal Retirement Benefit" means the benefit provided for by Section 4.2 of the SERP.
(mm) "SERP Offset Program" means a program or combination of programs designated by the Committee to be a SERP Offset Program with respect to one or more benefits otherwise provided by the SERP, as determined by the Committee.
(nn) "SERP Retiree" means a Participant who has become eligible for a SERP Retirement Benefit or who would become eligible for such a benefit except for the existence of a SERP Offset Program.
(oo) "SERP Retirement Benefit" means the benefit provided for by
Section 4.1 of the SERP.
(pp) "SERP Survivor Benefit" means the benefit provided for by Article 5 of the SERP.
(qq) "Social Security Disability Benefits" means the amount which a Participant would be entitled to receive from the United States Social Security System upon proper application therefor, as disability benefits under such System, and in the event the Participant declines or fails to apply for any such benefit, such term shall also include all such amounts which would be payable if application were made.
(rr) "Specified Employee" shall mean any Participant who is a "specified employee," as defined in Section 409A of the Internal Revenue Code and the lawful Treasury Regulations promulgated thereunder.
(ss) "Total Awards" for any calendar year shall mean the Participant's Awards for such year, if any, under the Management Incentive Plans for Senior Executives.
(tt) "Vesting Event" means the earliest of the following dates with respect to a Participant or surviving spouse:
(1) the date the Participant has attained age fifty-five (55),
(2) the date any benefit is in payment status hereunder, and
(3) the Effective Date of a Change in Control (as defined in Article XII).
(uu) "Vesting Service" means Vesting Service as determined under the Retirement Plan. Notwithstanding the foregoing, the Committee acting at its sole discretion may credit a Participant with additional years of Vesting Service.
ARTICLE 3. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. The eligibility for benefits under the SERP shall be limited to management and highly-compensated Employees. The Committee may, from time to time and in its discretion designate certain Employees of the Corporation or its subsidiaries to be eligible
for one or more of the benefits under the SERP, but not eligible for the remainder of such benefits.
3.2 Removal from Participation. The Committee may, from time to time and in its discretion, remove any employee from the list of Participants, provided such removal shall be effective only upon communication thereof in writing to the Participant prior to the date of the Participant's death, Disability, or retirement, whichever first occurs, and provided further that in the event such removal takes place after a Vesting Event, such removal shall not serve to reduce any Participant's Accrued Benefit. Upon a removal of a Participant prior to the occurrence of a Vesting Event he or she shall no longer be a Participant in the SERP.
ARTICLE 4. SERP RETIREMENT BENEFIT
4.1 SERP Retirement Benefits. "SERP Retirement Benefits" constitute the SERP Normal Retirement Benefit and the SERP Early Retirement Benefit provided for by this Article 4.
4.2 Eligibility for SERP Normal Retirement Benefit. Each Participant becomes eligible for a SERP Normal Retirement Benefit upon attaining the Normal Retirement Age.
4.3 Eligibility for SERP Early Retirement Benefit. Each Participant becomes eligible for a SERP Early Retirement Benefit upon his attainment of age 55.
4.4 SERP Normal Retirement Benefit. The Normal SERP Retirement Benefit shall be an amount equal to the Participant's Accrued Benefit (or Minimum Benefit, if greater) beginning with the month following the Participant's Separation from Service and continuing during his/her lifetime, the last monthly payment to be made on the first day of the month in which he/she dies.
4.5 SERP Early Retirement Benefit. The SERP Early Retirement Benefit shall be an amount equal to the Participant's Accrued Benefit (or Minimum Benefit reduced for early commencement in accordance with the factors set forth in Table A, if greater) beginning with the
month following the Participant's Separation from Service and continuing during his/her lifetime, the last monthly payment to be made on the first day of the month in which he/she dies.
4.6 Offset of SERP Retirement Benefit. The amount otherwise payable to a Participant, or Death Beneficiary hereunder may be reduced by the amount of the payments, if any, made from time to time by the Corporation of the Participant's portion of FICA taxes pursuant to Section 7.3 of the Plan.
4.7 Form of Payment of SERP Retirement Benefit. Except as provided
otherwise below, the SERP Retirement Benefit shall be payable as a lump-sum
payment of an Actuarially Equivalent Benefit, and shall be paid within ninety
(90) days following the Participant's Benefit Commencement Date. In lieu of such
a lump-sum payment, a Participant may elect to receive his/her SERP Retirement
Benefit in the form of a single life annuity beginning on his Benefit
Commencement Date. An election to receive such an annuity shall be made by a
Participant only by an instrument, in form acceptable to the Plan Administrator,
signed by the Participant and filed with the Plan Administrator by the later of:
(i) the 30th day following his/her initial participation in the SERP, or (ii)
December 31, 2006 (or such later date as may be specified in the transitional
relief under Section 409A of the Internal Revenue Code). In the event a
Participant shall make no election (or if any such election shall be deemed
ineffective by application of Section 409A of the Internal Revenue Code and the
Treasury Regulations promulgated thereunder), a Participant's SERP Retirement
Benefit shall be paid as a single lump sum. In addition, to the extent permitted
under Section 409A of the Internal Revenue Code and in accordance with
procedures established by the Plan Administrator, a Participant who has made a
valid election to receive his SERP Retirement Benefit in the form of a
single-life annuity may subsequently choose to have an Actuarially Equivalent
Benefit paid in the form of a joint and survivor annuity over the lives of the
Participant and his/her spouse instead, provided that any such election must be
made at least twelve (12) months prior to the Participant's Benefit Commencement
Date.
4.8 Delayed Payment for Specified Employees. Notwithstanding anything in Sections 4.7 or 12.1 to the contrary, for any Participant who is a Specified Employee, any SERP Retirement Benefit which would have otherwise been paid to such Participant shall be delayed until such a date which is six (6) months following his Separation from Service. For purposes of this section 4.8, the determination of the Corporation's Specified Employees shall be made as of each December 31st (the "identification date") and shall be applicable for the 12-month period commencing April 1st following that identification date. In the event that any payment or payments under the SERP are delayed as a result of the application of this Section 4.8, such delayed payments shall be credited with interest at the rate established under Section 2.1(s) of the SERP.
4.9 Treatment of Grandfathered Benefits. Notwithstanding anything in the SERP to the contrary, the payment of any Grandfathered Benefits shall be governed solely by the terms of the Prior Plan. No provision in the SERP shall limit any election which was given to a Participant or any discretion which was reserved to the Committee, the Corporation or the Plan Administrator with respect to Grandfathered Benefits under the terms of the Prior Plan.
ARTICLE 5. SERP SURVIVOR BENEFIT
5.1 Eligibility for SERP Survivor Benefit. If a Participant dies before his/her Benefit Commencement Date, his/her Death Beneficiary shall be entitled to a SERP Survivor Benefit. If the Participant dies before he/she has satisfied the eligibility requirements for a SERP Early or Normal Retirement Benefit, the SERP Survivor Benefit shall be a lump sum Actuarially Equivalent Benefit equal to 50% of the Participant's SERP Accrued Benefit (or Minimum Benefit, if greater). If the Participant dies after he/she has satisfied the eligibility requirements for a SERP Early or Normal Retirement Benefit, the SERP Survivor Benefit shall be a lump sum Actuarially Equivalent Benefit equal to 66-2/3% of the Participant's SERP Accrued Benefit (or Minimum Benefit, if greater).
5.2 Commencement of SERP Survivor Benefit. The SERP Survivor Benefit
provided in Section 5.1 shall be paid to the Death Beneficiary within ninety
(90) days following the Participant's Death.
5.3 Method of Payment of SERP Survivor Benefit. The SERP Survivor Benefit shall be payable in a lump sum payment of an Actuarially Equivalent Benefit, as determined by the Actuary.
ARTICLE 6. SERP DISABILITY BENEFIT
6.1 Eligibility for SERP Disability Benefit. In the event a SERP Participant suffers a Disability prior to retirement a SERP Disability Benefit shall be payable.
6.2 Amount of SERP Disability Benefit. The annual SERP Disability Benefit shall be equal to 60% of the Participant's Base Pay at the time of the Disability,
LESS the sum of:
(a) the annual amount of the benefit (or Actuarially Equivalent Benefit, as determined by the Actuary) payable to the Participant under the Long Term Disability Plan,
(b) the annual amount of benefit payable to the Participant as Social Security Disability Benefit,
(c) the annual amount of disability benefit (or Actuarially Equivalent Benefit, as determined by the Actuary) payable to the Participant pursuant to any program designated by the Committee to serve as a SERP Offset Program, and
(d) the amount of the payments, if any, made from time to time by the
Employer of the Participant's portion of FICA taxes pursuant to
Section 7.3 of the SERP.
Such SERP Disability Benefit shall begin with the month following the date upon which the Participant suffers a Disability and shall continue until the earliest of: (i) the Participant's death;
(ii) the Participant's Normal Retirement Age; (iii) the Participant's
commencement of SERP Retirement Benefits pursuant to Article IV of the SERP; or
(iv) the Participant's ceasing to suffer from such Disability.
6.3 Form of Payment of SERP Disability Benefit. The SERP Disability Benefit shall be payable monthly, quarterly or annually as determined by the Plan Administrator, acting in its discretion.
ARTICLE 7. MISCELLANEOUS
7.1 Payment of Benefits. Benefits hereunder shall be paid by the Corporation from its general assets, and shall not be paid from any trust fund established pursuant to any one or more of the Corporation's qualified retirement plans or the Long Term Disability Plan. All other provisions of the Plans relating to the payment of benefits, including but not limited to the dates of first and last payment of any benefits and the normal and optional forms of benefit payment, shall apply to the payment of benefits hereunder, except as otherwise specifically provided herein.
7.2 Administration. Except as herein provided, the SERP shall be administered by the Plan Administrator which shall administer it in a manner consistent with the administration of the Plans, except that the SERP shall be administered as an unfunded plan which is not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code. The Plan Administrator shall have full power and authority to interpret, construe and administer the SERP and the Plan Administrator's interpretations and construction hereof, and actions hereunder, including the timing, form, amount or recipient of any payment to be made hereunder, shall be binding and conclusive on all persons for all purposes. Neither the Plan Administrator nor any member thereof shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the SERP unless attributable to his or her own willful misconduct or lack of good faith.
7.3 Corporation's Potential Payment of FICA Tax. The Corporation may, in its discretion, pay, for and on behalf of a Participant, the amount, if any, of such Participant's portion of any FICA taxes which may accrue and become payable during the Participant's employment which results from such Participant's Accrued Benefit. At the discretion of the Corporation, the amount of any such payments(s) by the Employer may serve to reduce such Participant's benefits under this SERP, to the extent as is otherwise provided in the SERP.
7.4 Participants' Rights; Death Beneficiary's Rights. Except as otherwise
specifically provided, neither a Participant nor a Death Beneficiary has rights
under the SERP. It is specifically intended that no benefits shall be payable
under the SERP to a Participant or his/her Death Beneficiary prior to the
Participant's Separation from Service either after attainment of Normal
Retirement Age or Age 55, excepting only (a) disability benefits, if applicable,
(b) Survivor Benefits in the event of the death of the Participant prior to
retirement, and (c) the payment of benefits after the occurrence of a Vesting
Event with respect to the Participant. No Participant or his/her Death
Beneficiary shall have any title to or beneficial ownership in any assets of the
Corporation as a result of the SERP or its benefits.
ARTICLE 8. AMENDMENT; TERMINATION
The Corporation expects to continue the SERP indefinitely, but reserves the right, by action of the Committee, to amend it from time to time, or to discontinue it if such a change or discontinuance is deemed necessary or desirable. However, if the SERP should be amended or discontinued, the Corporation shall remain obligated for benefits under the SERP with respect to Participants and Death Beneficiaries whose benefits are in payment status at the time of such action, with respect to any other Participants who have attained Normal Retirement Age as of the
date of such action, and, with respect to Accrued Benefits, with respect to any other Participant as to whom a Vesting Event has occurred.
ARTICLE 9. UNFUNDED PLAN
Plan not Funded. The SERP is an unfunded plan and its benefits are payable solely from the general assets of the Corporation.
ARTICLE 10. FORFEITURES
Notwithstanding any provision in the SERP to the contrary excepting only the provisions of Article 12, in the event the Committee finds
(a) that an Employee or former Employee who has an interest under the SERP has been discharged by his or her Employer in the reasonable belief (and such reasonable belief is the reason or one of the reasons for such discharge) that the Employee or former Employee did engage in fraud against the Employer or anyone else, or
(b) that an Employee or former Employee who has an interest under the SERP has been convicted of a crime as a result of which it becomes illegal for his Employer to employ him or her; then any amounts held under the SERP for the benefit of such Employee or former Employee or his or her beneficiaries shall be forfeited and no longer payable to such Employee or former Employee or to any person claiming by or through such Employee or former Employee.
Each Participant agrees to the foregoing forfeiture provisions by his or her acceptance of his or her invitation to participate in the SERP and by his or her continued participation.
ARTICLE 11. RESTRICTIONS ON ASSIGNMENTS
The interest of a Participant or his/her Death Beneficiary may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities,
engagements, or torts of any person to whom such benefits or funds are payable, nor shall they be subject to garnishment, attachment, or other legal or equitable process nor shall they be an asset in bankruptcy.
ARTICLE 12. CHANGE IN CONTROL
12.1 Treatment of Benefits.
In the event of a Change in Control:
(i) the Effective Date of such Change in Control shall be deemed a Vesting Event with respect to all Participants and Death Beneficiaries,
(ii) the rights of all Participants in their Accrued Benefit (or Minimum Benefit, if greater) hereunder as of the Effective Date of such Change in Control shall be 100% vested and nonforfeitable, notwithstanding any other provision hereof, and
(iii) each Participant who has not had a Benefit Commencement Date as of the Effective Date of such Change in Control shall be paid his or her Accrued Benefit (or Minimum Benefit, reduced for early commencement in accordance with the factors set forth in Table A, if greater) as a lump sum payment of an Actuarially Equivalent Benefit (or in such other form as the Participant shall have elected under Section 4.7 hereof) within ninety (90) days following the later of the Participant's: (A) Separation from Service; or (B) attainment of Age 55.
12.2 Definition of Change in Control. "Change in Control" means the occurrence of any of the following events:
(i) The Corporation is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than sixty-five percent of the combined voting power of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) immediately prior to such transaction;
(ii) The Corporation sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than sixty-five percent of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock immediately prior to such sale or transfer;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 15% or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Corporation ("Voting Stock");
(iv) The Corporation files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Corporation has occurred or will occur in the future pursuant to any then-existing contract or transaction; or
(v) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Corporation cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this clause (v) each Director who is first elected, or first
nominated for election by the Corporation's stockholders, by a vote of at least two-thirds of the Directors of the Corporation (or a committee thereof) then still in office who were Directors of the Corporation at the beginning of any such period will be deemed to have been a Director of the Corporation at the beginning of such period.
Notwithstanding the foregoing provisions of (iii) or (iv) above, unless otherwise determined in a specific case by majority vote of the Board, a "Change in Control" shall not be deemed to have occurred for purposes of (iii) or (iv) above solely because (1) the Corporation, (2) an entity in which the Corporation directly or indirectly beneficially owns 50% or more of the voting equity securities (a "Subsidiary"), or (3) any employee stock ownership plan or any other employee benefit plan of the Corporation or any Subsidiary either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 15% or otherwise, or because the Corporation reports that a change in control of the Corporation has occurred or will occur in the future by reason of such beneficial ownership.
12.3 Effective Date of Change in Control. Notwithstanding the foregoing, in the event a Change in Control ultimately results from discussions or negotiations involving the Corporation or any of its officers or directors the Effective Date of such Change in Control shall be the date such discussions or negotiations commenced.
ARTICLE 13. BINDING ON CORPORATION, EMPLOYEES
AND THEIR SUCCESSORS
The SERP shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and each Participant and his/her Death Beneficiaries, heirs, executors, administrators and legal representatives.
ARTICLE 14. LAWS GOVERNING
The SERP shall be construed in accordance with and governed by the laws of the State of Ohio.
Executed this _____ day of _______, 2006 at Cleveland, Ohio, but effective as of January 1, 2005.
NATIONAL CITY CORPORATION
TABLE A
SERP MINIMUM BENEFIT
Early retirement reduction percentages
YEARS OF AGE VESTING --------------------------------------------------------------- SERVICE 55 56 57 58 59 60 61 62 63 64 65 -------- --- --- --- --- --- --- --- --- --- --- --- 10 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 11 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 12 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 13 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 14 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 15 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 16 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 17 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 18 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 19 50% 54% 58% 62% 66% 70% 76% 82% 88% 94% 100% 20 58% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 21 58% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 22 58% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 23 58% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 24 58% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 25 58% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 26 58% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 27 61% 64% 70% 76% 82% 88% 94% 100% 100% 100% 100% 28 64% 67% 70% 76% 82% 88% 94% 100% 100% 100% 100% 29 67% 70% 73% 76% 82% 88% 94% 100% 100% 100% 100% 30 70% 73% 76% 79% 82% 88% 94% 100% 100% 100% 100% 31 73% 76% 79% 82% 85% 88% 94% 100% 100% 100% 100% 32 76% 79% 82% 85% 88% 91% 94% 100% 100% 100% 100% 33 79% 82% 85% 88% 91% 94% 97% 100% 100% 100% 100% 34 82% 85% 88% 91% 94% 97% 100% 100% 100% 100% 100% 35 85% 88% 91% 94% 97% 100% 100% 100% 100% 100% 100% 36 88% 91% 94% 97% 100% 100% 100% 100% 100% 100% 100% 37 91% 94% 97% 100% 100% 100% 100% 100% 100% 100% 100% 38 94% 97% 100% 100% 100% 100% 100% 100% 100% 100% 100% 39 97% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 40 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
Exhibit 10.13
NATIONAL CITY CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR SENIOR OFFICERS
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005
ARTICLE 1. THE PLAN AND ITS PURPOSE
1.1 AMENDMENT AND RESTATEMENT OF THE PREDECESSOR PLAN. This National City Corporation Management Compensation Plan for Senior Officers is hereby adopted, effective January 1, 2005 (herein referred as the "Plan") is an amendment, restatement and continuation of the National City Corporation Management Incentive Plan for Senior Officers effective February 23, 2004 ("Predecessor Plan"). The Predecessor Plan was, in turn, an amendment, restatement and continuation of prior plans entitled "National City Corporation Management Incentive Plan for Senior Officers" in effect prior to February 23, 2004 ("Prior Plans").
1.2 EFFECTIVENESS. This Plan is effective on and after January 1, 2005, to provide for the operation of the Plan on and after such date.
1.3 PURPOSE. The purpose of the Plan is to maximize the Corporation's profitability and operating success by providing an incentive to officers to achieve superior results. The Plan is designed to promote teamwork to achieve overall corporate success and to motivate individual excellence.
1.4 OPERATION OF THE PLAN. The Plan shall be administered by the Committee. The Plan operates on a calendar year basis and is subject to the review, interpretation, and alteration by the Committee. The Plan is intended to serve only as a guide to the Corporation in determining eligibility for and amounts of incentive compensation to be awarded under the Plan.
1.5 TRANSFER OF ACCOUNT BALANCES. All Participants' deferred account balances maintained under the Prior Plans are governed by the terms of the National City Corporation Deferred Compensation Plan, effective January 1, 2001. In the event of any inconsistency between the terms of the Prior Plans and the National City Corporation Deferred Compensation Plan, effective January 1, 2001, as amended from time to time (the "Deferred Comp Plan") the Deferred Comp Plan shall govern. Effective January 1, 2005, any Participant's election to defer amounts otherwise payable under the Plan shall be governed by the terms of the National City Corporation 2004 Deferred Compensation Plan. In the event of any inconsistency between the terms of the Plan and the National City Corporation 2004 Deferred Compensation Plan, as amended from time to time (the "2004 Deferred Comp Plan") the 2004 Deferred Comp Plan shall govern.
ARTICLE 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have the meanings set forth below, unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized.
(a) "Base Salary" shall mean the annual salary as of the close of the Plan Cycle, exclusive of any bonuses, incentive pay, special awards, or stock options.
(b) "Board" shall mean the Board of Directors of the Corporation.
(c) "Change in Control" see Section 11.3.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the Compensation and Organization Committee of the Board, or another committee appointed by the Board to serve as the administering committee of the Plan.
(f) "Corporate Award" shall mean the payment earned by a Participant based on the Corporation's results as set forth in Section 4.1(b).
(g) "Corporation" shall mean National City Corporation, a Delaware corporation.
(h) "Covered Executive" shall mean any individual who, is, or is determined by the Committee to be likely to become, a "covered employee" within the meaning of Section 162(m) of the Code.
(i) "Disability" shall mean the inability, by reason of a medically determinable physical or mental impairment, to engage in substantial and gainful activity for a continuous period of 26 weeks or more as determined by the Committee.
(j) "Early Retirement" shall mean retirement at or after age 55 with at least ten years of service with the Employers prior to Normal Retirement.
(k) "Effective Date" see Section 11.4.
(l) "Eligible Employee" shall mean an Employee who is employed in a position meeting the defined eligibility criteria for participation in the Plan, as set forth in Article 3.
(m) "Employee" shall mean an individual employed by an Employer on an active basis.
(n) "Employer" shall mean the Corporation or any Subsidiaries.
(o) "Executive Officer" shall mean the chairman, chief executive officer, president, vice chairman, executive vice president or a similar officer of the Corporation, anyone designated by the Board as an executive officer of the Corporation or a Covered Executive.
(p) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(q) "Individual Award" shall mean the payment earned by a Participant based on an evaluation of the individual's achievements. As such, the amount of any Individual Award under this Plan is determined by decision of and in the discretion of the Corporation acting through the Committee as hereinafter provided.
(r) "Implementation Date" see Section 11.5.
(s) "Key Indices" shall mean those indices used by the Corporation to measure profitability or overall operating performance. The indices shall be based on specific levels of or change in one or more of the following: return on common equity; return on assets; overhead ratio; efficiency ratio; net interest margin; total annual return on common stock; Total Stockholder Return; earnings per share; return on investment; revenue, expenses; market share; charge-offs and/or non-performing assets. These indices shall be determined in accordance with generally accepted accounting principles where applicable. The indices may also include the following objective non-financial measures: employee satisfaction; employee retention; customer satisfaction; customer retention; cross-selling; "percentage of wallet"; leadership; and/or management of change or business transformation. If the Board determines that a change in the business, operations, corporate structure or capital structure of the corporation, or the manner in which it conducts its business, or other events or circumstances render the Key Indices unsuitable, the Board may in its discretion modify such Key Indices, in whole or in part, as the Board deems appropriate and equitable, except in the case of a Covered Executive where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Internal Revenue Code. In such case, the Board shall not make any modification of the Key Indices.
(t) "Normal Retirement" shall mean leaving the employ of all Employers at or after the age 62 with at least twenty years of continuous service with the Employers or at or after the age 65 with at least five years of continuous service with the Employers.
(u) "Participant" shall mean an Eligible Employee who is approved for participation in the Plan, as set forth in Article 3. Such approval shall be on a Plan Cycle basis and shall be reviewed with respect to each new Plan Cycle.
(v) "Participation Portion" see Section 3.3.
(w) "Peer Group" shall mean a group of comparable corporations used to measure relative performance. The Peer Group shall be established by the Committee prior to March 31st of each Plan Cycle; thereafter, such Peer Group for such Plan Cycle shall not be changed, provided however, that one or more members of a Peer Group shall be dropped therefrom upon the announcement of a definitive agreement to (i) acquire the Peer Group member, (ii) the acquisition of sixty-five percent or more of the gross assets of the Peer Group member or (iii) the merger of the Peer Group member with another company(ies) where the Peer Group member's then current board of directors will not constitute a majority of the board of the surviving corporation.
(x) "Plan" see Section 1.1.
(y) "Plan Cycle" shall mean a period of a calendar year.
(z) "Restricted Stock Plans" see Section 9.1.
(aa) "Subsidiary" shall mean an entity in which the Corporation directly or indirectly owns 50% of more of the voting equity securities.
(bb) "Total Award" shall mean the Individual Award plus the Corporate Award.
(cc) "Total Stockholder Return" with respect to a stock shall be calculated in the following manner:
(i) Add the Average Stock Price at the end of the Plan Cycle for such stock to the dividends paid on the stock during the Plan Cycle, and then subtract the Average Stock Price at the beginning of the Plan Cycle for such stock.
(ii) Divide the resulting sum of (i) above by the Average Stock Price at the beginning of the Plan Cycle for such stock.
(iii) The result equals Total Stockholder Return with respect to such stock for the Plan Cycle.
(dd) "Vesting Event" shall mean the earliest to occur of the following dates:
(1) the date any award is paid, (2) the last date a benefit can be paid under the Plan,
(3) the Effective Date of a Change in Control,
(4) the date a Participant takes Normal Retirement,
(5) the date a Participant has a Disability, or
(6) the date of a Participant's death.
Each Participant and beneficiary with respect to whom a Vesting Event has occurred shall be 100% vested in his benefits or Total Award earned or accrued hereunder as of the date of said Vesting Event, subject to the forfeiture provisions of Article 10.
(ee) "Voting Stock" shall mean the then outstanding securities of a company entitled to vote generally in the election of directors.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context, any masculine terminology used herein also shall include the feminine, and the definition of any term in the singular shall include the plural.
ARTICLE 3. ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Eligibility for participation in the Plan will be limited to those Employees of the Corporation and Subsidiaries who, by the nature and scope of their position, play a key role in the management, growth and success of the Corporation, as determined by the Committee.
3.2 PARTICIPATION. Participation in the Plan for each Eligible Employee who is an Executive Officer shall be determined by the Committee with respect to each Plan Cycle prior to the commencement of the Plan Cycle, except as otherwise provided herein. The Committee may base its approval upon the recommendation of the Chief Executive Officer of the Corporation. The chief executive officer shall determine the participation of each Eligible Employee who is not An Executive Officer. Each Eligible Employee approved for participation shall be notified of the selection as soon after approval as is practicable and shall become a Participant upon acceptance by him of such selection.
3.3 PARTICIPATION FOR PART OF A PLAN CYCLE. In the event an Employee is an Eligible Employee for only a portion of a Plan Cycle ("Participation Portion") such Eligible Employee may, in the Committee's discretion, be a Participant for such portion of the Plan Cycle but his Total Award will be based upon his Base Salary at the end of such Participation Portion and such Total Award will normally be prorated to reflect the number of months in the Participation Portion of the Plan Cycle compared to the number of months in the total Plan Cycle. A Covered Executive may not be made a Participant after the beginning of a Plan Cycle.
3.4 CHANGES DURING A PLAN CYCLE. In the event a Participant is promoted or demoted, the Committee may, in its discretion, (i) continue such Participant's maximum Total Award as it was prior to such promotion or demotion, (ii) provide the Participant from and after the promotion or demotion with a higher or lower maximum Total Award, (iii) provide for a combination of (i) and (ii), or (iv) after a demotion remove the Participant from further participation in the Plan.
(a) In the event of a Plan Cycle for which the Participant's participation is thus split between two maximum Total Awards, the Total Award for such Plan Cycle will normally be prorated to reflect the portions of the Plan Cycle spent under each maximum Total Award and each part of the Total Award will be based upon the Participant's Base Salary at the end of the appropriate portions of the Plan Cycle.
(b) The Committee may not increase a Covered Executive's maximum Total Award during a Plan Cycle.
3.5 PORTIONS OF PLAN CYCLES-SETTING OF INDIVIDUAL OBJECTIVES. Notwithstanding Sections 3.3 and 3.4, no portion of a Plan Cycle with respect to a Participant shall be considered to be a separate portion of participation for a Participant unless, prior thereto, individual achievement objectives are set for such Participant for such portion of a Plan Cycle pursuant to Article 4, or are waived by the Committee, in its discretion.
3.6 NO RIGHT TO PARTICIPATE. No Participant or Employee shall have a right at any time to be selected for current or future participation in the Plan.
ARTICLE 4. PERFORMANCE MEASUREMENT
4.1 PERFORMANCE CRITERIA. Performance, for purposes of this Plan, will be measured in terms of the Participant's individual contribution and in terms of the Corporation's performance.
(a) Individual Awards will be determined by comparing actual individual and group achievements during the Plan Cycle to established objectives for the Plan Cycle. Not later than 90 days after the commencement of each Plan Cycle each Participant shall establish objectives for the Plan Cycle. Such objectives shall be broad in nature, may be quantitative or qualitative, will typically be five in number and may include the achievement of group or divisional goals as well as individual goals. The objectives for Participants other than the chief executive officer of the Corporation shall be subject to the review, revision and approval of their superiors and the objectives for the chief executive officer shall be subject to the review, revision and approval of the Committee.
(1) INDIVIDUAL AWARD POTENTIAL. The Committee shall establish in writing the maximum Individual Awards for each Participant not later than 90 days after the commencement of each Plan Cycle.
(2) INDIVIDUAL AWARD CALCULATION AND APPROVAL. An evaluation of the individual performance for each Participant for each Plan Cycle will be determined as of the December 31st on which the Plan Cycle ends by applying the foregoing provisions of this Article 4 to the Participant's Individual Contribution for such Plan Cycle. Based on the evaluation, the chief executive officer of the Corporation shall recommend
to the Committee for approval an appropriate Total Award for each of the Participants who is an Executive Officer. The chief executive officer shall also determine the Total Award of all Participants other than Executive Officers which shall be deemed approved by the Committee upon (1) the completion by the chief executive officer of a list of such Individual Awards, and (2) the Committee's approval of the aggregate dollar amount of such Individual Awards. The chief executive officer shall recommend to the Committee for approval the Individual Awards and Total Awards for each of the Executive Officers.
(3) All such Individual Awards may, for convenience purposes, be expressed as a percentage of Base Salary or some other criteria. Upon the approval of the Committee the amounts of Individual Awards hereunder for a Plan Cycle shall be final.
(4) No Individual Awards shall be paid to any Participant for a Plan Cycle during which the Participant is a Covered Executive.
(b) Corporate Awards will be determined by comparing corporate performance with respect to Key Indices. The performance may be relative to pre-established goals, that of the Peer Group or any other objective standard established by the Committee. Not later than 90 days after the commencement of each Plan Cycle, the Committee shall establish in writing the Peer Group, if any, the Key Indices, the weighting of the Key Indices chosen, and the levels of comparative performance (the performance of goals may be stated as alternative goals) at which the maximum Corporate Award will be provided under the Plan.
(1) CORPORATE AWARD POTENTIAL. The Committee shall establish in writing the maximum Corporate Awards for each Participant not later than 90 days after the commencement of each Plan Cycle.
(2) CORPORATE AWARD CALCULATION AND APPROVAL. The amount of the Corporate Award for each Participant for each Plan Cycle will be calculated as of the December 31st on which the Plan Cycle ends by applying the provisions of this Section 4.1 to the Corporation's performance for such Plan Cycle. Corporate Awards may, for convenience purposes, be expressed as a percentage Base Salary or some other criteria. Upon the close of the Plan Cycle the amounts of Corporate Awards hereunder for such Plan Cycle shall be determined. The Committee has the discretion to reduce the Corporate Award payable to any Participant notwithstanding attainment of any performance goal. Notwithstanding the occurrence of a Vesting Event, the Committee may reduce or eliminate a Corporate Award to any or all Participants at any time prior to the payment of the Total Award or an Implementation Date of a Change in Control.
4.2 LIMITATION. Notwithstanding any provision of this Plan to the contrary, no Total Award to any Covered Executive for any given Plan Cycle shall exceed 1.0% of the Corporation's earnings before taxes and any one time earnings, expenses or charges.
ARTICLE 5. PAYMENT OF TOTAL AWARDS
5.1 FORM AND TIMING OF PAYMENT OF TOTAL AWARDS. On or before March 15th of the calendar year following the end of the Plan Cycle, the Participant shall be entitled to receive a cash payment(s) equal to the entire amount of the Participant's Total Award. Except as otherwise provided for in Section 5.2, to receive a Total Award a Participant must be an Employee on the date on which the Plan Cycle ends; provided, however, the Committee or the Chief Executive Officer may reduce or terminate a Participant's Total Award prior to any Vesting Event if such Participant fails to continue to be an Employee.
5.2 TERMINATION OF EMPLOYMENT DUE TO RETIREMENT, DISABILITY OR DEATH. In the event a Participant's employment is terminated during a Plan Cycle by reason of Normal Retirement, Disability or Death, the Participant shall be eligible to receive a prorated Total Award based on individual contribution during the Participant's participation in the Plan Cycle and the Corporation's performance for the year, provided however, that the Participant must have been a Participant in the Plan for at least three months of the Plan Cycle to be eligible to receive any Total Award hereunder. Such Total Awards will be paid on or before March 15th of the calendar year following the end of the Plan Cycle. In the event of death, the Total Award will be paid to the Participant's estate.
5.3 TERMINATION OF EMPLOYMENT DUE TO EARLY RETIREMENT. The Committee may elect, in its discretion, to pay a prorated Total Award to a Participant who terminates employment by means of an Early Retirement prior to a Vesting Event; in the absence of such favorable discretionary action by the Committee, no such pro-rated Total Award shall be paid.
5.4 OTHER TERMINATIONS OF EMPLOYMENT. In the event a Participant's employment is terminated for any reason other than Normal Retirement during a Plan Cycle prior to a Vesting Event, the Participant's participation in such Plan Cycle shall end and the Participant shall not be entitled to any Total Award for such Plan Cycle.
5.5 REQUEST TO RECEIVE RESTRICTED STOCK; RESTRICTED STOCK PAYMENTS. The Committee may determine that one or more Participants should be eligible to elect to request to have a portion or all of his Total Award for a Plan Cycle paid in Restricted Stock. Such request by an eligible Participant shall be considered by the Committee. The Committee may determine that some, all, or none of the Total Awards, or parts thereof, shall be paid in Restricted Stock, in its discretion. Restricted stock payments are subject to the provisions of Article 9.
ARTICLE 6. RIGHTS OF PARTICIPANTS
6.1 EMPLOYMENT. Nothing in this Plan shall interfere with or limit in any way the right of the Corporation to terminate a Participant's employment at any time, nor confer upon any Participant any right to continue in the employ of the Employer.
6.2 RESTRICTIONS ON ASSIGNMENTS. The interest of a Participant or his beneficiary under this Plan may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person to whom such benefits or funds are payable, nor shall they be subject to garnishment, attachment, or other legal or equitable process, nor shall they be an asset in bankruptcy.
ARTICLE 7. ADMINISTRATION
7.1 ADMINISTRATION. The Plan shall be administered by the Committee in
accordance with any administrative guidelines and any rules that may be
established from time to time by the Committee. The procedures, standards
and provisions of this Plan for determining eligibility for and amounts of
Total Awards are, except for Covered Employees, intended only as a guide
and in themselves confer no rights, duties or privileges upon Participants
nor place any obligation upon the Committee, the Board or the Corporation.
Accordingly, the Committee may, in making its determinations hereunder,
deviate from such procedures and standards in whatever manner that it, in
its judgment, deems appropriate so long as no Total Award shall exceed the
Section 4.2 limitation.
(a) The Committee shall have full power and authority to interpret, construe and administer the Plan and its interpretations and construction hereof, and actions hereunder, including the timing, form, amount or recipient of any payment to be made hereunder, and its decisions shall be binding and conclusive on all persons for all purposes.
(b) The Committee may name assistants who may be, but need not be, members of the Committee. Such assistants shall serve at the pleasure of the Committee, and shall perform such functions as may be assigned by the Committee.
(c) No member of the Committee or any assistant shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his own willful misconduct or lack of good faith.
ARTICLE 8. REQUIREMENTS OF LAW
8.1 LAWS GOVERNING. This Plan shall be construed in accordance with and governed by the laws of the State of Ohio.
8.2 WITHHOLDING TAXES. The Corporation shall have the right to deduct from all payments under this Plan any federal or state taxes required by the law to be withheld with respect to such payments.
8.3 PLAN BINDING ON CORPORATION, Employees and Successors. This Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and each Participant and his beneficiaries, heirs, executors, administrators and legal representatives.
ARTICLE 9. RESTRICTED STOCK
9.1 RESTRICTED STOCK. The Restricted Stock referred to in this Plan shall be restricted stock granted pursuant to the National City Corporation 1997 Restricted Stock Plan, the National City Corporation 2002 Restricted Stock Plan or the National City Corporation Long-Term Cash and Equity Incentive Plan, as such plans are amended from time to time ("Restricted Stock Plans") and/or restricted stock units ("Restricted Stock") granted pursuant to the National City Corporation Long-Term Cash and Equity Incentive Plan, as such plan is amended from time to time. Any awards of Restricted Stock will be made at the discretion of the Committee and shall be subject to the terms, conditions and restrictions contained in the Restricted Stock Plans and the award agreement controlling each Restricted Stock award grant.
9.2 ELECTION TO REQUEST RESTRICTED STOCK. Prior to the end of each Plan Cycle, the Committee shall determine which Participants, if any, shall be eligible to request payment of all or a portion of their Total Award in the form of Restricted Stock. Each Participant who is therefore eligible to elect to request payment of all or a portion of his Total Award for such Plan Cycle in the form of Restricted Stock, shall be given the opportunity prior to the end of such Plan Cycle, to make such request. Covered Executives, however, must elect Restricted Stock prior to the 90th day after the commencement of each Plan Cycle. Such election and the percentage of Total Award requested to be paid in the form of Restricted Stock shall be irrevocable and fixed with respect to such Participant and such Plan Cycle as of the end of such Plan Cycle. The request and determination of the portion of the Total Award to be paid in the form of Restricted Stock shall be made in terms of such increments of the Total Award as may be established by the Committee from time to time. Notwithstanding the foregoing, no Participant shall be eligible to elect to request the payment of any portion of his Total Award in Restricted Stock where such Participant has previously elected to defer the payment of that portion of his Total Award under the 2004 Deferred Comp Plan.
9.3 RESTRICTED STOCK AWARDS; COMMITTEE'S DECISION. Notwithstanding any request by a Participant pursuant to Section 9.1 above to receive none, a portion or all of a Total Award in the form of restricted Stock, and not withstanding the Committee's prior determination as to the eligibility of any Participant to elect to receive a part or all of their Total Award in the form of restrict stock, the Committee shall make the decision, in the case of each Participant, whether or not to pay any portion or all of any
Participant's Total Award with respect to any Plan Cycle. Such decision shall be made in the discretion of the Committee, which extends to the percentage of any Total Award to be paid in the form of Restricted Stock; provided, however, that no portion of a Participant's Total Award which as been electively deferred under the 2004 Deferred Comp Plan shall be paid in the form of Restricted Stock. The Committee's decision shall be final and binding on all parties.
9.4 DETERMINATION OF THE NUMBER OF SHARES OF RESTRICTED STOCK. The number of shares of Restricted Stock to be granted to a Participant shall be determined as follows:
(a) The Committee shall determine the Participant's Total Award for the applicable Plan Cycle in accordance with Article 4 of this Plan.
(b) The appropriate percentage of the Total Award to be paid in Restricted Stock as determined in Section 9.3 shall be multiplied by the Participant's Total Award for such Plan Cycle.
(c) The product from Section 9.4(b) shall be multiplied by a percentage determined by the Committee from time to time but not to exceed 125%. The Committee may establish different percentages for different Participants.
(d) The product from Section 9.4(c) shall be divided by the closing price, per share, of the shares of common stock of the Corporation on the New York Stock Exchange on the last trading day of the month of January following such Plan Cycle.
(e) The quotient determined in Section 9.4(d) above shall be rounded to the nearest whole share. No fractional shares of Restricted Stock shall be awarded.
9.5 RESTRICTIONS. It is currently anticipated that the restricted period, with respect to the Restricted Stock Plan restrictions on all Restricted Stock awarded hereunder shall fully expire, on the earliest of (i) the Participant's death, (ii) the Participant's Disability, (iii) Effective Date of a Change in Control or (iv) one year after the date of the Restricted Stock award.
9.6 ALTERNATIVES TO THE RESTRICTED STOCK PLANS. If the Restricted Stock Plans are terminated at any time and a new plan is adopted which provides similar benefits or is intended to replace the Restricted Stock Plans, then such new plan shall be utilized for making the Restricted Stock grant. Should no Restricted Stock plan be available the amount of the Restricted Stock payment will, at the sole discretion of the Corporation, be made in an alternative form which would not restrict receipt of shares of the Corporation's common stock beyond the period of time provided in the anticipated Restricted Stock grant, or in cash.
ARTICLE 10 FORFEITURES
Notwithstanding any provision in this Plan to the contrary excepting only the provisions of Article 11, in the event the Committee finds:
(a) that an Employee or former Employee who has an interest under this Plan has been discharged by his Employer in the reasonable belief (and such reasonable belief is the reason or one of the reasons for such discharge) that the Employee or former Employee did engage in fraud against the Employer or anyone else, or
(b) that an Employee or former Employee who has an interest under this Plan has been convicted of a crime as a result of which it becomes illegal for his Employer to employ him, then any amounts held under this Plan for the benefit of such Employee or former Employee or his beneficiaries shall be forfeited and no longer payable to such Employee or former Employee or to any person claiming by or through such Employee or former Employee.
ARTICLE 11 CHANGE IN CONTROL
11.1 TREATMENT OF TOTAL AWARDS. In the event of a Change in Control, the Corporation shall pay to each Participant who is participating in a Plan Cycle on the Implementation Date of such Change in Control, a lump sum cash payment equal to the amount hereinafter determined. Such payment shall be paid in cash to the Participant within five business days after the Implementation Date of the Change in Control and shall be payment in full to each Participant for the Plan Cycle, and such Plan Cycle shall be deemed terminated by operation of this Article 12. No further Plan Cycles shall commence thereafter under this Plan. Such cash payment shall be made without regard to any request to defer made with respect to any such Plan Cycle (which shall be inoperative) and without regard to any deferral action by the Committee.
11.2 AMOUNT OF PAYMENT. The amount of the payment to be made as a consequence of a Change in Control with respect to the Plan Cycle ending on the Effective Date of the Change in Control, shall be equal to the maximum Total Award which could be paid hereunder for the full Plan Cycle to each Participant only pro-rated, however, to reflect late commencement of participation in a Plan Cycle and/or promotions or maximum Total Award during a Plan Cycle, consistent with Sections 3.4 and 3.5 of the Plan.
11.3 DEFINITION OF CHANGE IN CONTROL. "Change in Control" shall mean the occurrence of any of the following events:
(a) The Corporation is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than sixty-five percent of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such transaction;
(b) The Corporation sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than sixty-five percent of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such sale or transfer;
(c) The Corporation files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Corporation has occurred or will occur in the future pursuant to any then-existing contract or transaction; or
(d) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Corporation cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this clause (d) each Director who is first elected, or first nominated for election by the Corporation's stockholders, by a vote of at least two-thirds of the Directors of the Corporation (or a committee thereof) then still in office who were Directors of the Corporation at the beginning of any such period will be deemed to have been a Director of the Corporation at the beginning of such period.
(e) Notwithstanding the foregoing provisions of Sections 11.3(a), 11.3(b) or 11.3(c), in the case where the individuals who constitute the Directors of the Corporation at the time a specific transaction described in Sections 11.3(a), 11.3(b) or 11.3(c) is first presented or disclosed to the Board will, by the terms of the definitive agreement for that transaction, constitute at least a majority of the members of the board of directors of the resulting corporation or person immediately following such transaction, then, prior to the occurrence of any event that would otherwise constitute a Change in Control under any of the foregoing provisions of this Section 11.3, the Board may determine by majority vote of the Board that the specific transaction does not constitute a Change in Control under Sections 11.3(a), 11.3(b) or 11.3(c).
11.4 EFFECTIVE DATE OF CHANGE IN CONTROL. Notwithstanding the foregoing, in the event a Change in Control ultimately results from discussions or negotiations involving the Corporation or any of its officers or directors, the "Effective Date" of such Change in Control shall be the date uninterrupted discussions or negotiations commenced; otherwise, such Effective Date of a Change in Control shall be the Implementation Date of such Change in Control.
11.5 IMPLEMENTATION DATE OF CHANGE IN CONTROL. The "Implementation Date" shall be the earliest to occur of the events specified in Section 11.3. As used herein, the Implementation Date of a Change in Control shall be the last date of the then current Plan Cycle.
11.6 EFFECT OF CHANGE IN CONTROL. In addition to other vesting under the Plan, the opportunity of a Participant to participate until the current Plan Cycle ends or is terminated is vested in such Participant in the event of a Change in Control, as of the Effective Date of such Change in Control.
ARTICLE 12. MISCELLANEOUS
In the event of the liquidation of the Corporation the Committee may make any provisions for holding, handling and distributing the amounts standing to the credit of the Participants or beneficiaries hereunder which, in the discretion of the Committee which in the discretion of the Committee, are appropriate and equitable under all circumstances and which are consistent with the spirit and purposes of these provisions.
ARTICLE 13. AMENDMENT AND DISCONTINUANCE
The Corporation expects to continue this Plan indefinitely, but reserves the
right, by action of the Committee, to amend it from time to time, or to
discontinue it if such a change is deemed necessary or desirable except that
stockholder approval shall be required for any amendment or modification of this
Plan that, in the opinion of the Corporation's counsel, would be required by
Section 162(m) of the Internal Revenue Code of 1986, as amended, or any
regulations promulgated thereunder. However, if the Committee should amend or
discontinue this Plan, the Corporation shall remain obligated under the Plan
with respect to (1) Total Awards made final (and thus payable) by decision by
the Committee prior to the date of such amendment or discontinuance, and (2)
Total Awards and rights of any Participant or beneficiary with respect to whom a
Vesting Event has occurred.
Executed this ____ day of __________, 2006 at Cleveland, Ohio but effective January 1, 2005.
NATIONAL CITY CORPORATION
Exhibit 10.14
NATIONAL CITY CORPORATION
SUPPLEMENTAL CASH BALANCE PENSION PLAN
(as Amended and Restated January 1, 2005)
ARTICLE 1. THE PLAN AND ITS PURPOSE
1.1 Amendment and Restatement of the Plan. The following are the provisions of the National City Corporation Supplemental Cash Balance Plan (herein referred to as the "Plan") effective as of January 1, 2005 (herein referred to as the "Effective Date"), which is an amendment and restatement of the Plan which was in effect prior thereto. Except as provided in Section 4.9 herein, the Plan as amended and restated herein is effective with respect to certain employees who retire, become disabled, die or otherwise have a Separation from Service on or after the Effective Date. Benefits with respect to Employees who retired, became disabled, died or otherwise had a Separation of Service prior to the Effective Date shall be governed by the provisions of the Prior Plan.
1.2 Purpose. The purpose of the Plan is to provide for the payment of certain pension and survivor benefits in addition to benefits which may be payable under other plans of the Corporation. The Corporation intends and desires by the provisions of the Plan to recognize the value to the Corporation of the past and present service of employees covered by the Plan and to encourage and assure their continued service to the Corporation by making more adequate provision for their future security than other plans of the Corporation provide.
1.3 Operation of the Plan. The Plan shall be administered by the Plan Administrator.
ARTICLE 2. DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall have the meanings set forth below, unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized.
(a) Accrued Benefit: The benefit to which a Participant is entitled at any date expressed as a monthly benefit payable in the form of a single life annuity commencing on such date that is equal to the amount determined by dividing (a) by (b), where (a) is the Participant's Supplemental Cash Balance Account as of such date and (b) is the immediate annuity factor for one dollar of benefit payable as a single life annuity based upon the Participant's age in completed years and months as of such date. The immediate annuity factor shall be based on the applicable actuarial assumptions set forth in the NC Retirement Plan.
(b) Active Participant: A Participant shall be an Active Participant for a Plan Year if the sum of his/her "Earnings" under the NC Retirement Plan together with his/her Supplemental Earnings exceeds the annual limit on compensation set forth in Section 401(a)(17) of the Internal Revenue Code, as in effect for such Plan Year.
(c) Actuarially Equivalent Benefit: The actuarially equivalent benefit determined under the Plan using the actuarial factors set forth in the NC Retirement Plan.
(d) Actuary: The independent actuary or firm of actuaries engaged by the Plan Administrator at its sole discretion. Such actuary or firm may be, but shall not be required to be, the same actuaries engaged by the Corporation to perform actuarial services with respect to the NC Retirement Plan.
(e) Age: A person's actual age calculated in years and whole calendar months.
(f) Benefit Commencement Date : The first day of the first period for which a Participant's benefits are to be paid as an annuity or any other form, without regard to whether the Participant's benefit is actually paid or commences to be paid on such date.
(g) Change in Control: The term "Change in Control" shall have the meaning set forth in Section 11.2 of the Plan.
(h) Committee: The Compensation and Organization Committee of the Board of Directors of the Corporation.
(i) Corporation: National City Corporation, a Delaware corporation, and any successor corporation.
(j) Current Supplemental Cash Balance Account: As of any date, the Participant's Supplemental Cash Balance Account as determined by taking into account the Participant's Supplemental Pay Credits as of such date and Interest Credits through that date (without regard to Interest Credits, if any, provided for under the Plan for periods after that date).
(k) Death Beneficiary: The person (natural or legal) who may be entitled to receive benefits payable under the Plan in the event of the death of a Participant. Such person or persons may be designated by the Participant (and such designation may be revoked or changed without the consent of any previously designated Death Beneficiary), only by an instrument, in form acceptable to the Plan Administrator, signed by the Participant and filed with the Plan Administrator before the earlier of (i) the Participant's death, or (ii) the Participant's Benefit Commencement Date. In the event that a Death Beneficiary shall not have been designated hereunder (or, if so designated shall have not survived the Participant), a Participant's Death Beneficiary shall be the person designated or otherwise treated as his or her designated beneficiary under the NC Retirement Plan.
(l) Effective Date: January 1, 2005.
(m) Employee: An individual employed with an Employer on a regular, active, and full-time salaried basis.
(n) Employer: The Corporation or any corporation, organization or entity controlled by the Corporation.
(o) FICA: The Federal Insurance Contributions Act.
(p) Grandfathered Benefits: A Participant's Accrued Benefit determined as of December 31, 2004, provided that such Participant has had a Vesting Event on or before that date.
(q) Interest Credits: Each Supplemental Cash Balance Account shall be credited with interest. The annual rate of
interest to be credited shall be the applicable rate of interest set forth in
Section 1.1(2) of the NC Retirement Plan. Except as provided in Section 4.8
herein, no interest shall be credited for periods after the Participant's
Benefit Commencement Date.
(r) Internal Revenue Code: The Internal Revenue Code of 1986, as amended and in effect from time to time.
(s) NC Retirement Plan: The National City Non-Contributory Retirement Plan as amended and restated as of January 1, 1999 and as may be amended and restated from time to time thereafter.
(t) Normal Retirement Age: The earlier of age 65, or age 62 with 20 or more years of Vesting Service.
(u) Participant: An Employee who has been selected by the Plan Administrator or the Committee pursuant to Article 3 of the Plan for participation in the Plan.
(v) Plan: The Supplemental Cash Balance Plan as effective on and after the Effective Date.
(w) Plan Administrator: The committee consisting of the Corporate Director Human Resources, the Director Executive Compensation, and the Director Compensation & Benefits, or such other group as established by the Corporate Director Human Resources to serve as administrator of the Plan.
(x) Plan Year: The 12-month period commencing on January 1 and ending on December 31 of each year.
(y) Prior Plan: The Plan as in effect immediately prior to the Effective Date or as of such other date as may be specified herein.
(z) Separation from Service: The termination of a Participant's or former Participant's employment relationship with the Employer for any reason whatsoever, whether voluntary or involuntary, including by reason of retirement, quit, discharge or death; provided, however, that if the foregoing definition does not satisfy the requirements of Section 409A of the Internal Revenue Code, an appropriate definition shall be substituted in lieu of the foregoing,
effective as of the Effective Date, or as of such other date as shall satisfy the requirements of Section 409A.
(aa) Specified Employee: Any Participant who is a "specified employee" as defined in Section 409A of the Internal Revenue Code and the lawful Treasury Regulations promulgated thereunder.
(bb) Supplemental Cash Balance Account: The notional account established and maintained for a Participant which shall be credited with (a) Supplemental Pay Credits and (b) Interest Credits.
(cc) Supplemental Early Retirement Benefit: The early retirement benefit provided for by Section 4.3 of the Plan.
(dd) Supplemental Earnings: All compensation paid to an Employee or electively deferred by an Employee excluding:
(1) automobile and parking allowances, relocation expense payments, tuition reimbursements, signing bonuses, business expense reimbursements, the value of flex vacation bought or sold, Employer-paid club dues, cash payments upon the exercise of stock appreciation rights, cash payments upon the exercise of or disposition of stock options, dividends paid upon restricted stock, cash payments under any long-term incentive plan, deferred cash payments, Mexican tax refunds, medical supplemental adjustment payments, tax adjustments on certain payments, the lapse of restricted stock, payments under nonqualified retirement plans, lump sum severance payments and amounts not taxable to an Employee; and
(2) bonuses, commissions, incentive compensation payments (other than all forms of long-term incentive compensation payments excluded under paragraph (1) above) or other forms of special compensation, whether paid
in cash to or electively deferred by an Employee, to the extent the total of such amounts exceeds $500,000;
reduced by the amount credited as "Earnings" under the NC Retirement Plan.
(ee) Supplemental Normal Retirement Benefit: The benefit provided for by Section 4.2 of the Plan.
(ff) Supplemental Pay Credits: A Supplemental Pay Credit shall be credited to the Supplemental Cash Balance Account of each Participant who was an Active Participant during that Plan Year. The Supplemental Pay Credit shall be calculated in the same manner as "Pay Credits" are calculated under Section 1.1(33)(a) of the NC Retirement Plan, except that: (1) such Supplemental Pay Credits shall be calculated on the basis of Supplemental Earnings; and (2) such Supplemental Pay Credits shall be calculated without regard to any "additional Pay Credits" which might be credited under Section 1.1(33)(b) of the NC Retirement Plan.
(gg) Supplemental Retirement Benefit: The benefit provided for by
Section 4.1 of the Plan.
(hh) Vesting Event: The earliest of the following dates with respect to a Participant:
(1) the later of the date the Participant has attained Age fifty-five (55);
(2) the date any benefit is in payment status hereunder; or
(3) the Effective Date of a Change in Control (as determined in accordance with Section 11.3).
(ii) Vesting Service: Vesting Service shall mean Vesting Service as determined under the NC Retirement Plan as in effect from time to time.
(jj) Voting Stock: Voting Stock shall mean the then outstanding securities of a company entitled to vote generally in the election of directors.
ARTICLE 3. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. The eligibility for benefits under the Plan shall be limited to management and highly-compensated Employees. The Plan Administrator shall, from time to time and in its discretion designate certain Employees of the Corporation or its subsidiaries to be eligible for benefits under the Plan. Notwithstanding the above, the Committee may from time to time direct the Plan Administrator regarding the designation of certain Employees as to eligibility for benefits under the Plan. In such instances the Plan Administrator shall have no discretion and shall follow the instructions of the Committee.
3.2 Removal from Participation. The Committee may, from time to time and in
its sole discretion, remove any employee from the list of eligible Employees,
provided such removal shall be effective only upon communication thereof in
writing to the Participant prior to the earlier to occur of the following dates:
(1) the date of the Participant's death, disability, or retirement, whichever
first occurs, and (2) the date of the Committee's approval of the Participant's
Early Retirement as provided for in Article 4 hereof, and provided further that
in the event such removal takes place after a Vesting Event, such removal shall
not serve to reduce any Participant's Accrued Benefit. Upon a removal of a
Participant prior to the occurrence of a Vesting Event he or she shall no longer
be a Participant in the Plan.
ARTICLE 4. PLAN RETIREMENT BENEFIT
4.1 Supplemental Retirement Benefits. "Supplemental Retirement Benefits" constitute the Supplemental Normal Retirement Benefit and the Supplemental Early Retirement Benefit provided for by this Article 4.
4.2 Eligibility for Supplemental Normal Retirement Benefit. Each Participant becomes eligible for a Supplemental Normal Retirement Benefit upon attaining the Normal Retirement Age.
4.3 Eligibility for Supplemental Early Retirement Benefit. A Participant shall become eligible for a Supplemental Early Retirement upon his/her attainment of Age 55.
4.4 Supplemental Normal Retirement Benefit. The annual Supplemental Normal Retirement Benefit shall be an amount equal to the Participant's Accrued Benefit beginning with the month following the Participant's Separation from Service and continuing during his/her lifetime, the last monthly payment to be made on the first day of the month in which he/she dies.
4.5 Supplemental Early Retirement Benefit. The annual Supplemental Early Retirement Benefit shall be an amount equal to the Participant's Accrued Benefit beginning with the month following the Participant's Separation from Service and continuing during his/her lifetime, the last monthly payment to be made on the first day of the month in which he/she dies.
4.6 Offset of Supplemental Retirement Benefit. During the first five years of payment of any Plan benefits, the amount otherwise payable to a Participant or Death Beneficiary hereunder shall be reduced by the amount of the payments, if any, made from time to time by the Employer of the Participant's portion of FICA taxes pursuant to Section 6.3 of the Plan ("FICA Payment") divided by five (with the consequent loss to the Employer in the event the benefits cease before the end of the five year period). Further, to the extent the Participant's or Death Beneficiary's benefit under the Plan is distributed in whole or in part by lump sum payment, the FICA Payment shall be deducted from such lump sum payment (to zero, if such be the case) and any FICA Payment not so reimbursed shall be divided equally among the benefit payments scheduled over the next five years.
4.7 Form of Payment of Supplemental Retirement Benefit. Except as provided otherwise below, the Supplemental Retirement Benefit shall be payable as a lump-sum payment of an Actuarially Equivalent Benefit, and shall be paid within ninety (90) days following the Participant's Benefit Commencement Date. In lieu of such a lump-sum payment, a Participant may elect to receive his/her Supplemental Retirement Benefit in the form of a single life annuity beginning on his Benefit Commencement Date. An election to receive such an annuity shall be made by a Participant only by an instrument, in form acceptable to the Plan Administrator, signed by the Participant and filed with the Plan Administrator by the later of: (i) the 30th day following his/her initial participation in the Plan, or (ii) December 31, 2006 (or such later date as may be
specified in the transitional relief under Section 409A of the Internal Revenue
Code). In the event a Participant shall make no election (or if any such
election shall be deemed ineffective by application of Section 409A of the
Internal Revenue Code and the Treasury Regulations promulgated thereunder), a
Participant's Supplemental Retirement Benefit shall be paid as a single lump
sum. In addition, to the extent permitted under Section 409A of the Internal
Revenue Code and in accordance with procedures established by the Plan
Administrator, a Participant who has made a valid election to receive his
Supplemental Retirement Benefit in the form of a single-life annuity may
subsequently choose to have an Actuarially Equivalent Benefit paid in the form
of a joint and survivor annuity over the lives of the Participant and his/her
spouse instead, provided that any such election must be made at least twelve
(12) months prior to the Participant's Benefit Commencement Date.
4.8 Delayed Payment for Specified Employees. Notwithstanding anything in Sections 4.7 and 11.1 to the contrary, for any Participant who is a Specified Employee, any Supplemental Retirement Benefit which would have otherwise been paid to such Participant shall be delayed until such a date which is six (6) months following his Separation from Service. For purposes of this section 4.8, the determination of the Corporation's Specified Employees shall be made as of each December 31st (the "identification date") and shall be applicable for the 12-month period commencing April 1st following that identification date. In the event that any payment or payments under the Plan are delayed as a result of the application of this Section 4.8, such delayed payments shall be credited with interest at the rate equal to the yield on the United States Treasury 6-month Treasury Bill determined as of the Participant's Benefit Commencement Date.
4.9 Treatment of Grandfathered Benefits. Notwithstanding anything in the Plan to the contrary, the payment of any Grandfathered Benefits shall be governed solely by the terms of the Prior Plan. No provision in the Plan shall limit any election which was given to a Participant or any discretion which was reserved to the Committee, the Corporation or the Plan Administrator with respect to Grandfathered Benefits under the terms of the Prior Plan.
ARTICLE 5. SUPPLEMENTAL SURVIVOR BENEFIT
5.1 Eligibility for Supplemental Survivor Benefit. If a Participant dies before his/her Benefit Commencement Date, his/her Death Beneficiary shall be entitled to a Supplemental Survivor Benefit. If the Participant dies before he/she has satisfied the eligibility requirements for a SERP Early or Normal Retirement Benefit, the Supplemental Survivor Benefit shall be a lump sum Actuarially Equivalent Benefit equal to 50% of the Participant's Accrued Benefit under the Plan. If the Participant dies after he/she has satisfied the eligibility requirements for a Supplemental Early or Normal Retirement Benefit, the Supplemental Survivor Benefit shall be a lump sum Actuarially Equivalent Benefit equal to 66-2/3% of the Participant's Accrued Benefit under the Plan.
5.2 Commencement of Supplemental Survivor Benefit. The Supplemental Survivor Benefit provided in Section 5.1 shall be paid to the Death Beneficiary within ninety (90) days following the Participant's Death.
5.3 Method of Payment of Supplemental Survivor Benefit. The Supplemental Survivor Benefit shall be payable in a lump sum payment of an Actuarially Equivalent Benefit, as determined by the Actuary.
ARTICLE 6. MISCELLANEOUS
6.1 Payment of Benefits. Benefits hereunder shall be paid by the Corporation from its general assets, and shall not be paid from any trust fund established pursuant to any one or more of the Corporation's qualified retirement Plans. All other provisions of the Plans relating to the payment of benefits, including but not limited to the dates of first and last payment of any benefits and the normal and optional forms of benefit payment, shall apply to the payment of benefits hereunder, except as otherwise specifically provided herein.
6.2 Administration. Except as herein provided, the Plan shall be administered by the Plan Administrator which shall administer it in a manner consistent with the administration of
the NC Retirement Plan, except that the Plan shall be administered as an
unfunded Plan which is not intended to meet the qualification requirements of
Section 401 of the Internal Revenue Code. The Plan Administrator shall have full
power and authority to interpret, construe and administer the Plan and the Plan
Administrator's interpretations and construction hereof, and actions hereunder,
including the timing, form, amount or recipient of any payment to be made
hereunder, shall be binding and conclusive on all persons for all purposes.
Neither the Plan Administrator nor any member thereof shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of the Plan unless attributable to his or her own willful
misconduct or lack of good faith.
6.3 Corporation's Potential Payment of FICA Tax. The Corporation may, in its sole discretion, pay, for and on behalf of a Participant, the amount, if any, of such Participant's portion of any FICA taxes which may accrue and become payable during the Participant's employment which results from such Participant's Accrued Benefit, and the amount of any such payments(s) by the Employer (without interest) shall serve to reduce such Participant's benefits under this Plan, to the extent as is otherwise provided in the Plan.
6.4 Participants' Rights; Death Beneficiary's Rights. Except as otherwise specifically provided, neither a Participant nor a Death Beneficiary has rights under the Plan. It is specifically intended that no benefits shall be payable under the Plan to a Participant or his/her Death Beneficiary prior to the Participant's retirement on or after his/her attainment of Normal Retirement Age, or on or after his/her meeting the requirements for an Supplemental Early Retirement Benefit (as set forth in Section 4.3), excepting only (a) Survivor Benefits payable to a Death Beneficiary pursuant to Article 5 of the Plan in the event of the death of the Participant prior to Separation from Service, and (b) the payment of benefits after the occurrence of a Vesting Event with respect to the Participant. No Participant or his or her Death Beneficiary shall have any title to or beneficial ownership in any assets of the Corporation as a result of the Plan or its benefits.
ARTICLE 7. AMENDMENT; TERMINATION
The Corporation expects to continue the Plan indefinitely, but reserves the right, by action of the Committee, to amend it from time to time, or to discontinue it if such a change or discontinuance is deemed necessary or desirable. However, if the Plan should be amended or discontinued, the Corporation shall remain obligated for benefits under the Plan with respect to Participants and Death Beneficiaries whose benefits are in payment status at the time of such action, with respect to any other Participants who have attained Normal Retirement Age as of the date of such action, and, with respect to Accrued Benefits, with respect to any other Participant as to whom a Vesting Event has occurred.
ARTICLE 8. UNFUNDED PLAN
Plan Not Funded. The Plan is an unfunded Plan and its benefits are payable solely from the general assets of the Corporation.
ARTICLE 9. FORFEITURES
Notwithstanding any provision in the Plan to the contrary excepting only the provisions of Article 11, in the event the Committee finds:
(a) that an Employee or former Employee who has an interest under the Plan has been discharged by his or her Employer in the reasonable belief (and such reasonable belief is the reason or one of the reasons for such discharge) that the Employee or former Employee did engage in fraud against the Employer or anyone else, or
(b) that an Employee or former Employee who has an interest under the Plan has been convicted of a crime as a result of which it becomes illegal for his Employer to employ him or her;
then any amounts held under the Plan for the benefit of such Employee or former Employee or his or her beneficiaries shall be forfeited and no longer payable to such Employee or former Employee or to any person claiming by or through such Employee or former Employee.
Each Participant agrees to the foregoing forfeiture provisions by his or her acceptance of his or her invitation to participate in the Plan and by his or her continued participation.
ARTICLE 10. RESTRICTIONS ON ASSIGNMENTS
The interest of a Participant or his/her Death Beneficiary may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person to whom such benefits or funds are payable, nor shall they be subject to garnishment, attachment, or other legal or equitable process nor shall they be an asset in bankruptcy.
ARTICLE 11. CHANGE IN CONTROL
11.1 Treatment of Benefits. In the event of a Change in Control:
(a) the Effective Date of such Change in Control shall be deemed a Vesting Event with respect to all Participants,
(b) the rights of all Participants in their Accrued Benefits hereunder as of the Effective Date of such Change in Control shall be 100% vested and nonforfeitable, notwithstanding any other provision hereof; and
(c) each Participant who has not had a Benefit Commencement Date as of the Effective Date of such Change in Control shall be paid his or her Accrued Benefit as a lump sum payment of an Actuarially Equivalent Benefit (or in such other form as the Participant shall have elected under Section 4.7 hereof) within ninety (90) days following the later of the Participant's: (i) Separation from Service; or (ii) attainment of Age 55.
11.2 Definition of Change in Control. "Change in Control" means the occurrence of any of the following events:
(a) The Corporation is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than sixty-five percent of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such transaction;
(b) The Corporation sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than sixty-five percent of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such sale or transfer;
(c) The Corporation files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Corporation has occurred or will occur in the future pursuant to any then-existing contract or transaction; or
(d) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Corporation cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this clause (d) each Director who is first elected, or first nominated for election by the Corporation's stockholders, by a vote of at least two-thirds of the Directors of the Corporation (or a committee thereof) then still in office who were Directors of the Corporation at the beginning of any such period will be deemed to have been a Director of the Corporation at the beginning of such period.
(e) Notwithstanding the foregoing provisions of Sections 11.2(a), 11.2(b) or 11.2(c), in the case where the individuals who constitute the Directors of the Corporation at the time a specific transaction described in Sections 11.2(a), 11.2(b) or 11.2(c) is first presented or disclosed to the Board will, by the terms of the definitive agreement for that transaction, constitute at least a majority of the members of the board of directors of the resulting corporation or person immediately following such transaction, then, prior to the occurrence of any event that would otherwise constitute a Change in Control under any of the foregoing provisions of this Section 11.2, the Board may determine by majority vote of the Board that the specific transaction does not constitute a Change in Control under Sections 11.2(a), 11.2(b) or 11.2(c)
11.3 Effective Date of Change in Control. Notwithstanding the foregoing, in the event a Change in Control ultimately results from discussions or negotiations involving the Corporation or any of its officers or directors the Effective Date of such Change in Control shall be the date such discussions or negotiations commenced.
ARTICLE 12. BINDING ON CORPORATION, EMPLOYEES
AND THEIR SUCCESSORS
The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and each Participant and his or her surviving spouse, beneficiaries, heirs, executors, administrators and legal representatives.
ARTICLE 13. LAWS GOVERNING
The Plan shall be construed in accordance with and governed by the laws of the State of Ohio.
Executed this __ day of ________________, 2006 at Cleveland, Ohio, but effective as of January 1, 2005.
NATIONAL CITY CORPORATION
Exhibit 10.18
THE NATIONAL CITY CORPORATION
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2005)
TABLE OF CONTENTS
ARTICLE I NAME AND PURPOSE 1.1 Name 1.2 Purpose ARTICLE II DEFINITIONS 2.1 Board 2.2 Cash Sub-Account 2.3 Chief Executive Officer 2.4 Committee 2.5 Common Stock 2.6 Compensation 2.7 Corporation 2.8 Covered Executive 2.9 Crediting Date 2.10 Deferred Share Sub-Account 2.11 Directors 2.12 Deferred Compensation 2.13 Deferred Compensation Account or Account 2.14 Effective Date 2.15 Elective Deferrals 2.16 Eligible Employee 2.17 Employee 2.18 Employer 2.19 Employment 2.20 Enrollment Period 2.21 Evaluation Date 2.22 Incentive Award 2.23 Incentive Plan 2.24 Internal Revenue Code 2.25 Investment Option 2.26 Non-Elective Deferred Compensation 2.27 Non-Elective Deferred Compensation Award Statement or Award Statement 2.28 Other Plan 2.29 Other Plan Transfer Date 2.30 Participant 2.31 Payment Date 2.32 Plan or Deferred Compensation Plan 2.33 Plan Administrator 2.34 Plan Year 2.35 Retirement Eligible Employee 2.36 Salary 2.37 Subsidiaries 2.38 Termination Date |
THE NATIONAL CITY CORPORATION
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2005)
ARTICLE III ELECTION TO DEFER COMPENSATION 3.1 Deferral Election 3.2 Amount of Compensation Which May be Deferred 3.3 Deferral of Compensation 3.4 Vesting 3.5 No Elective Deferrals After December 31, 2004 ARTICLE IV NON-ELECTIVE DEFERRED COMPENSATION 4.1 Grants of Non-Elective Deferred Compensation 4.2 Non-Elective Deferred Compensation Award Statement 4.3 Vesting and Forfeiture 4.4 No Awards of Non-Elective Deferred Compensation After December 31, 2004 ARTICLE V DEFERRED COMPENSATION ACCOUNT AND CREDITS THERETO 5.1 Deferred Compensation Account 5.2 Cash Sub-Account 5.3 Deferred Share Sub-Account 5.4 Allocation of Other Plan Account Balances on the Other Plan Transfer Date 5.5 Allocation of New Deferrals and Transfers of Accumulated Amounts 5.6 Payments Deducted on a Pro Rata Basis 5.7 Change in Investment Option ARTICLE VI PAYMENT OF DEFERRED COMPENSATION ACCOUNT 6.1 Form of Payment 6.2 Manner of Distribution 6.3 Form of Payment Election 6.4 Plan Administrator's Discretion 6.5 Payments Upon Death of Participant 6.6 Withholding Taxes ARTICLE VII ADMINISTRATION 7.1 Powers and Duties of Plan Administrator 7.2 Reliance Upon Information ARTICLE VIII CLAIMS FOR BENEFITS 8.1 Claims Procedure 8.2 Appeal and Review Procedure 8.3 Exhaustion of Remedies ARTICLE IX GENERAL PROVISIONS 9.1 Source of Payments 9.2 Prohibition on Alienation 9.3 Not a Contract of Employment |
THE NATIONAL CITY CORPORATION
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2005)
9.4 Headings Not to Control 9.5 Separability of Plan Provisions 9.6 Applicable Law 9.7 Entire Plan 9.8 Withholding ARTICLE X SPECIAL RULES UNDER INTERNAL REVENUE CODE SECTION 409A 10.1 No Further Elective Deferrals or Awards of Non-Elective Deferred Compensation 10.2 Special Rules for Deferred Compensation Subject to Internal Revenue Code Section 409A ARTICLE XI AMENDMENT AND TERMINATION 11.1 Amendment and Termination |
ARTICLE I NAME AND PURPOSE
1.1 NAME. This Plan shall be known as the National City Corporation Deferred Compensation Plan (As Amended and Restated Effective January 1, 2005) (the "Deferred Compensation Plan" or "Plan"). The Plan originally became effective on January 1, 2001.
1.2 PURPOSE. The purpose of the Deferred Compensation Plan is to provide Eligible Employees with an opportunity to defer the receipt of cash compensation which would have otherwise been received as Salary or as an Incentive Award, as such terms are defined in Article II, to provide certain Eligible Employees with non-elective deferred compensation, and to credit the deferred compensation with gains or losses based upon investment options made available from time to time by the Plan Administrator.
ARTICLE II DEFINITIONS
The following terms when used herein shall have the meaning set forth below, if capitalized. Unless the context clearly indicates otherwise, words in the masculine, feminine or neuter gender include the other genders and the singular includes the plural and vice versa.
2.1 "BOARD" means the Board of Directors of the Corporation.
2.2 "CASH SUB-ACCOUNT" means the sub-account described in Section 5.2.
2.3 "CHIEF EXECUTIVE OFFICER" means the chief executive officer of the Corporation.
2.4 "COMMON STOCK" means common stock, par value $4 per share, of the Corporation or any security into which such common stock may be changed by reason of a stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation or any merger, consolidation spin-off, reorganization, partial or complete liquidation issuance of rights or warrants to purchase securities, or other event having a similar effect.
2.5 "COMMITTEE" means the Compensation and Organization Committee of the Board.
2.6 "COMPENSATION" means Salary and Incentive Award(s), including commissions as applicable, as may be determined by the Plan Administrator from time to time.
2.7 "CORPORATION" means National City Corporation, a Delaware Corporation.
2.8 "COVERED EXECUTIVE" means any individual who is, or is determined by the
Committee to be likely to become a "covered employee" within the meaning of
Section 162(m) of the Internal Revenue Code.
2.9 "CREDITING DATE" means the last business day of each calendar month or such other date or dates as determined by the Plan Administrator so long as there is no less than one Crediting Date each calendar year.
2.10 "DEFERRED SHARE SUB-ACCOUNT" means the sub-account described in Section 5.3.
2.11 "DIRECTORS" means those individuals serving as directors on the Board from time to time.
2.12 "DEFERRED COMPENSATION" shall mean Elective Deferrals as described in Article III and Non-Elective Deferred Compensation as described in Article IV.
2.13 "DEFERRED COMPENSATION ACCOUNT" or "ACCOUNT" means the account described in
Section 5.1.
2.14 "EFFECTIVE DATE" means the date when the Plan will first recognize a Participant's election to defer Compensation. This date shall be established by the Plan Administrator, and may vary by employee group, as determined in the discretion of the Plan Administrator.
2.15 "ELECTIVE DEFERRALS" means any amounts of Salary or Incentive Awards which an Eligible Employee elects to defer the receipt of in accordance with the provisions or Article III.
2.16 "ELIGIBLE EMPLOYEE" means an Employee who as of the first day of the Enrollment Period (a) has been designated as an executive officer by the Board or (b) has been designated as an Eligible Employee for the Plan Year by the Plan Administrator and who satisfies such other criteria as established by the Plan Administrator, in his or her sole discretion, from time to time. The Eligible Employee designation shall be limited to key management and highly-compensated employees of the Corporation or it's Subsidiaries.
2.17 "EMPLOYEE" means an employee of an Employer who is identified as an employee of the Employer in the human resource records of the Employer.
2.18 "EMPLOYER" means the Corporation, and the Subsidiaries.
2.19 "EMPLOYMENT" means employment with an Employer.
2.20 "ENROLLMENT PERIOD" means the period in each calendar year designated by the Plan Administrator during which Eligible Employees make elections with respect to Elective Deferrals for Compensation earned during the following Plan Year.
2.21 "EVALUATION DATE" means the last day of the Plan Year.
2.22 "INCENTIVE AWARD" means a cash incentive award under an Incentive Plan which is determined and payable without regard to a participant's election to defer during the Plan Year.
2.23 "INCENTIVE PLAN" means (i) The National City Corporation Management Incentive Plan for Senior Officers, (ii) The National City Corporation Long-Term Incentive Compensation Plan for Senior Officers, (iii) National City Mortgage Company Short-Term Incentive Compensation Plan for Senior Officers, and (iv) any other written plan which (1) provides for cash incentive awards and (2) is designated by the Plan Administrator as being eligible for deferral into this Plan.
2.24 "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as amended from time to time.
2.25 "INVESTMENT OPTION" means any arrangement deemed suitable by the Plan Administrator from time to time for the purpose of providing an investment credit on amounts deferred to a Participant's Cash Sub-Account.
2.26 "NEW DEFERRED COMPENSATION PLAN" OR "2004 DEFERRED COMPENSATION PLAN" means the National City Corporation established effective January 1, 2005 and as amended from time to time.
2.27 "NON-ELECTIVE DEFERRED COMPENSATION" means any non-elective deferred compensation awarded to an Eligible Employee in accordance with Article IV and allocated to his Deferred Compensation Account.
2.28 "NON-ELECTIVE DEFERRED COMPENSATION AWARD STATEMENT" or "AWARD STATEMENT" means the written statement from the Corporation identifying the amount of any Non-Elective Deferred Compensation awarded to a Participant and any terms relating to such award, as described in Section 4.2 of the Plan.
2.29 "OTHER PLAN" means any plan, program, agreement or provision which the Plan Administrator deems to be an Other Plan in connection with the consolidation of such arrangement into the Plan.
2.30 "OTHER PLAN TRANSFER DATE" means the date agreed to by the Plan Administrator from time to time as the date when accumulated deferral balances under an Other Plan, are to be transferred from the Other Plan(s) into the Plan.
2.31 "PARTICIPANT" means an Employee or former Employee who has an amount credited to a Deferred Compensation Account under the Plan.
2.32 "PAYMENT DATE" means any day within thirty (30) days following an Evaluation Date a Participant receives a distribution.
2.33 "PLAN" or "DEFERRED COMPENSATION PLAN" means The National City Corporation Deferred Compensation Plan (As Amended and Restated Effective January 1, 2005) as set forth in this document and as amended from time to time.
2.34 "PLAN ADMINISTRATOR" means a committee consisting of the Corporate Human Resources Director, the Corporate Director of Benefits, and the Corporate Director of Compensation, or such other similar group as established by the Committee from time to time.
2.35 "PLAN YEAR" means the calendar year. The first Plan Year is 2001.
2.36 "RETIREMENT ELIGIBLE EMPLOYEE" means those Employees being either (i) age 55 or older with 10 years of service or (ii) age 65 or older with at least 5 years of service on their Termination Date.
2.37 "SALARY" means the base salary of an Employee, exclusive of any bonuses, incentives, special awards, or equity compensation. Subject to the discretion of the Plan Administrator, salary may be considered to include commissions paid during a year.
2.38 "SUBSIDIARIES" means those entities in which the Corporation directly or indirectly owns 50% or more of the voting equity securities.
2.39 "TERMINATION DATE" means the later of (i) the individual's last day worked or (ii) the last day an individual receives a Salary payment either for services rendered or as salary continuation.
ARTICLE III ELECTIVE DEFERRALS
3.1 DEFERRAL ELECTION.
(a) Each Eligible Employee who desires to defer Compensation otherwise payable for a Plan Year may do so by filing a deferral election with the Plan Administrator during the Enrollment Period for that Plan Year. The election shall be made on the form specified by the Plan Administrator and shall be irrevocable after the end of the Enrollment Period. To be effective, the form must be received by the Plan Administrator prior to the end of the Enrollment Period.
(b) Notwithstanding the foregoing, the Plan Administrator may, in his or her sole discretion, permit an Eligible Employee who commences Employment during a Plan Year to submit a deferral election for Compensation payable during such Plan Year, provided such election is submitted no later than 30 days after Employment commences and applies only to Compensation earned after the date such form is received by the Plan Administrator.
3.2 AMOUNT OF ELECTIVE DEFERRALS. Each Eligible Employee may defer, at the Plan Administrator's discretion, a portion of Salary and/or Incentive Award otherwise payable for the Plan Year immediately following the Enrollment Period. From time to time the Plan Administrator shall establish maximum limits for Elective Deferrals. Such maximum limits may be expressed as a percentage of Salary and/or Incentive Award deferrals, as appropriate, and need not be applied to Eligible Employees on a uniform basis.
3.3 DEFERRAL OF COMPENSATION. Notwithstanding Section 3.1 above, the Committee shall have the discretion to deny any Eligible Employee's Deferral Election for any given Plan Year or portion of a Plan Year. The Employer shall withhold payment of the applicable portion of each Salary payment and/or each Incentive Award elected by the Participant to be deferred for the Plan Year for those deferral elections which the Committee does not deny. Elective Deferrals shall be credited to the Participant's Deferred Compensation Account as described in Article V.
3.4 VESTING. All Elective Deferrals under the Plan, and any earnings thereon, shall be fully vested at all times.
3.5 NO ELECTIVE DEFERRALS AFTER DECEMBER 31, 2004. Notwithstanding anything in this Article III to the contrary, no further elective deferrals shall be credited under the Plan after December 31, 2004.
ARTICLE IV NON-ELECTIVE DEFERRED COMPENSATION
4.1 GRANTS OF NON-ELECTIVE DEFERRED COMPENSATION. The Committee may, in its complete and sole discretion award an Eligible Employee an amount of Non-Elective Deferred Compensation. The amount of any award of Non-Elective Deferred Compensation under the Plan may be expressed as (i) a fixed dollar amount, (ii) a percentage of Compensation, (iii) a percentage of Elective Deferrals, or (iv) any combination of the foregoing. The Committee shall determine the amount of any Non-Elective Deferred Compensation awarded to a Covered Employee. The Chief Executive Officer may recommend an award for other Eligible Employees which shall be deemed approved by the Committee upon (1) the completion by the Chief Executive Officer of a list of such Eligible Employees, and (2) the Committee's approval of such list.
4.2 NON-ELECTIVE DEFERRED COMPENSATION AWARD STATEMENT. Any award of Non-Elective Deferred Compensation shall be evidenced by an Award Statement in a form determined by the Plan Administrator, which is delivered to the Participant describing the amount of the award together with any vesting requirement or other restrictions on such award of Non-Elective Deferred Compensation. The award of any Non-Elective Deferred Compensation may be conditioned upon the Participant's execution of an agreement setting forth such terms and conditions as the Plan Administrator shall determine appropriate.
4.3 VESTING AND FORFEITURE. Unless provided otherwise on an Award Statement, all Non-Elective Deferred Compensation awarded under the Plan, and any earning thereon, shall be fully vested at all times. All non-vested amounts in a Participant's Deferred Compensation Account shall be forfeited upon the Termination Date and the Corporation shall have not further obligation to pay the Participant in regard to such amounts.
4.4 NO AWARDS OF NON-ELECTIVE DEFERRED COMPENSATION AFTER DECEMBER 31, 2004. Notwithstanding anything in this Article IV to the contrary, no further awards of Non-Elective Deferred Compensation shall be granted under the Plan after December 31, 2004.
ARTICLE V DEFERRED COMPENSATION ACCOUNT AND CREDITS THERETO
5.1 DEFERRED COMPENSATION ACCOUNT. An unfunded bookkeeping account known as the Deferred Compensation Account shall be established for each Participant. The Deferred Compensation Account shall be credited with (i) all deferred amounts credited under an Other Plan as of the Other Plan Transfer Date, (ii) all Elective Deferrals under Article III of the Plan, and (iii) all Non-Elective Deferred Compensation awarded under Article IV of the Plan. Each Participant's Account shall consist of two sub-accounts -- (a) the "Cash Sub-Account" and (b) the "Deferred Share Sub-Account."
5.2 CASH SUB-ACCOUNT. Any Elective Deferrals that a Participant elects to defer to his or her Cash Sub-Account shall be treated as if it were set aside in such sub-account on the date the Compensation would otherwise have been paid to the Participant and shall be allocated among the available Investment Options using forms and procedures established by the Plan Administrator for such purpose. Any Non-Elective Deferred Compensation awarded under Article IV of the Plan which a Participant directs to be credited to his Cash Sub-Account shall be credited to the Participant's Cash Sub-Account in accordance with uniform procedures established by the Plan Administrator. The amounts credited to a Participant's Cash Sub-Account, as reduced for amounts distributed under Article VI, shall be adjusted each Crediting Date to reflect gain or loss from the Investment Options.
5.3 DEFERRED SHARE SUB-ACCOUNT. Any Elective Deferrals that a Participant elects to defer to his or her Deferred Share Sub-Account shall be deemed to be invested in that number of whole and fractional shares of Common Stock determined by dividing the amount (expressed in dollars) of the Compensation to be deferred by the fair market value per share of such Common Stock on the date such Compensation would otherwise be paid. Such sub-account shall be deemed to be so invested on the date the Compensation would otherwise have been paid to the Participant, and on such date the sub-account shall be credited with a number of deferred shares equal to the number of shares of Common Stock deemed to be invested. Any Non-Elective Deferred Compensation awarded under Article IV of the Plan which a Participant directs to be credited to his Deferred Share Sub-Account shall be credited to the Participant's Deferred Share Sub-Account in a similar fashion at such times as shall be determined in accordance with uniform procedures established by the Plan Administrator. Such sub-account shall be credited as of each Crediting Date with that number of additional deferred shares equal to the amount of cash dividends paid by the Corporation since the last Crediting Date on that number of shares of Common Stock equivalent to the number of deferred shares in such sub-account since the last Crediting Date divided by the fair market value per share of such Common Stock on such Crediting Date. Appropriate adjustments in the Deferred Share Sub-Account shall be made as equitably required to prevent dilution or enlargement of the sub-account from any stock dividend, stock split, reorganization or other such corporate transaction or event.
5.4 ALLOCATION OF OTHER PLAN ACCOUNT BALANCES ON THE OTHER PLAN TRANSFER DATE. The amount credited to a Participant under an Other Plan as of the Other Plan Transfer Date shall be credited to the Cash Sub-Account and allocated among the Investment Options or to the Deferred Share Sub-Account according to guidance provided by the Participant to the Plan Administrator using a special election form provided by the Plan Administrator for such purpose. If the Participant fails to provide such guidance prior to any Other Plan Transfer Date or for any Plan Year, the Plan Administrator has the discretion to either (a) allocate such amount among one or more of the available Investment Options or (b) credit the Deferred Share Sub-Account with such amount for the Participant.
5.5 ALLOCATION OF NEW ELECTIVE DEFERRALS, NON-ELECTIVE DEFERRED COMPENSATION AND TRANSFERS OF ACCUMULATED AMOUNTS.
(a) During the Enrollment Period, the Participant shall elect (i) how Elective Deferrals and Non-Elective Deferred Compensation during the applicable Plan Year are to be allocated between the Cash Sub-Account and the Deferred Share Sub-Account and (ii) how Elective Deferrals and Non-Elective Deferred Compensation allocated to the Cash Sub-Account are to be allocated among the available Investment Options using forms and procedures established by the Plan Administrator for such purpose.
(b) Each Participant may reallocate his or her accumulated Cash Sub-Account or deferrals among the Investment Options or to the Deferred Share Sub-Account only during times approved by the Plan Administrator and using forms and procedures established from time to time by the Plan Administrator for
such purpose; provided, however, that a Participant may not reallocate his or her accumulated Deferred Share Sub-Account to his or her Cash Sub-Account or any Investment Option. Any changes a Participant makes shall become effective on the next Crediting Date following the Plan Administrator's acceptance of the Participant's reallocation election.
5.6 PAYMENTS DEDUCTED ON A PRO-RATA BASIS. Lump sums, installments, or any other distributions from the Deferred Compensation Account shall be deducted from the balance in the Deferred Share Sub-Account and each Investment Option on a pro rata basis in proportion to the balance in each option using procedures established by the Plan Administrator for such purpose.
5.7 CHANGE IN INVESTMENT OPTION. The Plan Administrator may change the Investment Options available from time to time under the Plan. However, no such change shall reduce a Participant's Deferred Compensation Account. If, following a change in the Investment Options, the Participant fails to reallocate his or her Cash Sub-Account among the available Investment Options, the Plan Administrator has the discretion to either (a) allocate such amount among one or more of the available Investment Options or (b) credit the Deferred Share Sub-Account with such amount for the Participant.
ARTICLE VI PAYMENT OF DEFERRED COMPENSATION ACCOUNT
6.1 FORM OF PAYMENT. The amounts credited to a Participant's Cash Sub-Account shall be paid in cash. The amounts credited to a Participant's Deferred Share Sub-Account shall be paid in shares of Common Stock.
6.2 MANNER OF DISTRIBUTION. A Participant's Deferred Compensation Account shall be distributed according to the procedures set forth below.
(a) Distributions while employed. A Participant may elect to receive a distribution from the vested portion of their Account during their period of employment. Such election may either be for a Scheduled Distribution or an Unscheduled Distribution, each as defined below.
(i) Scheduled Distribution. During the Enrollment Period when a Participant makes their deferral election (or, in the case of an award of Non-Elective Deferred Compensation, at such time and manner as is specified by the Award Statement), the Participant may specify a future Payment Date when the amount deferred or portion thereof will be distributed. To be valid, such future Payment Date must not be within 3 years of the Plan anniversary to which such election first applied (or, in the case of an award of Non-Elective Deferred Compensation, within 3 years of the Plan anniversary for which such was granted), and such future Payment Date must precede the Participant's Termination Date. The amount distributed shall be allocated against the Account as provided under Section 5.6. The Plan Administrator may disregard any invalid Scheduled Distribution election.
(ii) Unscheduled Distribution. During the Enrollment Period, a Participant may submit a written request to the Plan Administrator for an unscheduled distribution from their Account. If the Plan Administrator approves such request, the amount shall be payable upon the Payment Date following such approval. The amount distributed shall be subject to a 10% penalty, with the Participant's Account being debited an amount equal to 10% of the Unscheduled Distribution amount. The withdrawn amounts and the Unscheduled Distribution penalty shall be allocated against the Account as provided under Section 5.6. Any Participant electing an Unscheduled Distribution during an Enrollment Period shall be considered ineligible to defer any Compensation under the Plan for the remainder of the Plan Year in which the Unscheduled Distribution occurs and for the next following Plan Year. Notwithstanding the foregoing, no Participant may elect an unscheduled distribution from their Account of any Elective Deferral, Non-Elective Deferred Compensation, or any gain attributable to if such Elective Deferral or Non-Elective Deferred Compensation was first credited to their Deferred Compensation Account under the Plan (or to a similar account under an Other Plan) on or after January 1, 2005.
(iii) Notwithstanding the foregoing, no Covered Executive shall be eligible to make an election for either a Scheduled Distribution or Unscheduled Distribution, and the Plan Administrator is hereby empowered to disregard a Scheduled Distribution election made by a Participant at a time prior their first becoming a Covered Executive.
(b) Distributions following employment. A Participant may receive either a Termination Distribution or a Retiree Distribution following their period of employment, each as defined below.
(i) Termination Distribution. A Participant who is not a Retirement Eligible Employee shall have their Account balance valued as of the Evaluation Date first following their Termination Date. Such balance shall be distributed in a lump sum on the Payment Date first following such Evaluation Date (the "Termination Distribution Payment Date").
(ii) Retiree Distribution. A Participant who is a Retirement Eligible Employee shall have their Account paid according to the following procedures:
1) Notwithstanding sections 2) and 3) below, if the Participant's Account, determined as of the first Evaluation Date following their Termination Date, is equal to or less than an amount established
by the Plan Administrator from time to time (the "Minimum Installment Amount"), such amount shall be distributed according to section (i) above.
2) If the Participant has made an election as described in
Section 6.3 prior to his Termination Date and such election
has been in effect for at least twelve months prior to the
Termination Distribution Payment Date, the Participant's
Account shall be paid in accordance with such payment
election.
3) If the Participant has not made a payment election prior to his Termination Date, or if such payment election that has not been in effect for at least twelve months prior to the Termination Distribution Payment Date, the Participant's Account shall be paid in annual installments over a period of 10 years, as provided in the Section 6.3.
6.3 FORM OF PAYMENT ELECTION. Each Participant may submit a payment election form specifying how the Participant's accumulated Deferred Compensation Account shall be paid. The following distribution options shall be available:
(a) Distributions following employment. A Participant who is a Retirement Eligible Employee, having an accumulated Account of at least the Minimum Installment Amount, as provided in Section 6.2(b)(ii) above, may elect their Account to be distributed in either of the following forms:
(i) Lump Sum Distribution. The amount payable shall equal the Account balance determined as of the Evaluation Date. Pursuant to the Participant's election, the Evaluation Date may be any Evaluation Date following the Termination Date. If the Participant fails to elect a date, the Evaluation Date will be the last day of the Plan Year in which the Termination Date occurs. The amount so determined shall be paid on the Payment Date next following such Evaluation Date.
(ii) Annual Installments. The amount of the first distribution shall be based on the Account balance as determined on the last Evaluation Date in the Plan Year in which the Participant's Termination Date occurs. Such amount shall be divided by the number of payments elected (being either 5 or 10, or other period as determined by the Plan Administrator) to determine the distribution. The distribution shall be made on the Payment Date next following such Evaluation Date. Subsequent distributions shall be determined annually thereafter using the procedure established herein, with the exception that the divisor shall be the number of payments remaining.
(iii) Participants not making a valid election shall have their
Account distributed over a period of ten years as provided in
Section 6.3(a)(ii) above.
6.4 PLAN ADMINISTRATOR'S DISCRETION. The Plan Administrator shall have the discretion to distribute the Account of any Participant who is not a Covered Executive in a single distribution following their Termination Date. Such distribution shall be based on the balance of the Participant's Account as of the Evaluation Date immediately following their Termination Date. Such amount shall be paid on the Payment Date next following such Evaluation Date.
6.5 PAYMENTS UPON DEATH OF PARTICIPANT.
(a) A Participant may designate any person or persons (not exceeding 5), including a trust, as his or her beneficiary to receive his or her Deferred Compensation Account in the event of the Participant's death. Any such designation shall be made by filing the form designated for that purpose by the Plan Administrator. The Participant may change or cancel his or her beneficiary designation at any time prior to death without the consent of any designated beneficiary. If no beneficiary has been designated by the Participant, or if no beneficiary is alive at the date of the Participant's death, payment shall be made to the Participant's estate.
(b) If the Participant's death occurs during Employment, the Participant's Account shall be distributed in a lump sum as provided in 6.3(a)(i) to each of the Participant's surviving beneficiaries in the portions designated by the Participant in 6.5(a).
(c) If the Participant's death occurs after installment payments have commenced, the Participant's Account shall be distributed in a lump sum on the next scheduled Payment Date to each of the Participant's surviving beneficiaries in the portions designated by the Participant in 6.5(a).
6.6 WITHHOLDING TAXES.
(a) Distributions from Cash Sub-Account. The Corporation shall have the right to deduct from distributions from a Participant's Cash Sub-Account under the Plan any and all taxes required to be collected under federal, state or local laws, using procedures established by the Plan Administrator for such purpose.
(b) Distributions from Deferred Share Sub-Account. The Corporation shall have the right to condition any distribution of Common Stock due under the Plan upon the Participant and the Corporation having reached a mutual agreement with respect to all taxes required to collected under federal tax or local laws.
(i) By sale of shares. Unless the Participant chooses to satisfy the tax withholding obligation by some other means in accordance with clause (ii) below, Participant's direction to have Elective Deferrals and/or Non-Elective Deferred Compensation credited to the Deferred Share Sub-Account shall constitutes the Participant's instruction and authorization to the Corporation and any brokerage firm determined acceptable to the Corporation for such purpose to sell on the Participant's behalf a whole number of shares from those shares paid to the Participant as the Corporation determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation. Such shares will be sold on the day the tax withholding obligation arises or as soon thereafter as practicable. The Participant will be responsible for all broker's fees and other costs of sale, and will indemnify and hold the Corporation harmless from any losses, costs, damages, or expenses relating to any such sale. The Corporation or its designee shall be under no obligation to arrange for such sale at any particular price. In the event that the proceeds of any such sale may not be sufficient to satisfy tax withholding obligation, the Participant shall pay to the Corporation as soon as practicable, including through additional payroll withholding, any amount of the tax withholding obligation that is not satisfied by the sale of shares of Common Stock described above.
(ii) By check, wire transfer or other means. At any time not less than five (5) business days before any tax withholding obligation arises, the Participant may elect to satisfy the tax withholding obligation by delivering to the Corporation an amount that the Corporation determines is sufficient to satisfy the tax withholding obligation by (a) wire transfer to such account as the Corporation may direct, (b) delivery of a certified check payable to the Corporation, or (c) such other means as the Corporation may establish or permit.
ARTICLE VII ADMINISTRATION
7.1 POWERS AND DUTIES OF PLAN ADMINISTRATOR.
(a) The Plan Administrator shall have discretionary authority to determine eligibility for benefits and to interpret the terms of the Plan. The Plan Administrator shall have such other discretionary authority as may be necessary to enable it to discharge its responsibilities under the Plan as administrator and, including, but not limited to, the power:
(1) To value Participant's Accounts.
(2) To distribute Participant's Accounts.
(3) To establish and change Investment Options.
(4) To appoint or employ one or more persons to assist in the administration of the Plan. Such assistants shall serve at the pleasure of the Plan Administrator, and shall perform such functions as may be assigned by the Plan Administrator.
(5) To adopt such rules as it deems appropriate for the administration of the Plan.
(6) To establish procedures to be followed by Participants.
(7) To prepare and distribute information relating to the Plan.
(8) To request from Employers and Participants such information as shall be necessary for proper administration of the Plan.
(b) Decisions of the Plan Administrator must be made by a quorum consisting of a majority of the constituent members of the Plan Administrator, and decisions may also be made by unanimous written consent of members of the Plan Administrator. The decision of the Plan Administrator upon any matter within its authority shall be final and binding on all parties, including the Corporation, the Participants and their beneficiaries.
(c) Neither Plan Administrator, including its individual constituent members, nor any assistant shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own willful misconduct or lack of good faith.
7.2 RELIANCE UPON INFORMATION. In making decisions under the Plan, the Plan Administrator shall be entitled to rely upon information furnished by a Participant, beneficiary or Employer.
ARTICLE VIII CLAIMS FOR BENEFITS
8.1 CLAIMS PROCEDURE.
(a) Claims Must be Filed. An Employee, Participant, beneficiary or estate of a deceased Participant (the "claimant") who has a claim for benefits or concerning any other matter under the Plan must give written notice of such claim or other matter to the Plan Administrator.
(b) Review of Claim. After the Plan Administrator has reviewed the claim and obtained any other information it deems necessary to render a decision on the claim, the Plan Administrator shall notify the claimant within 90 days after receipt of the claim of the acceptance or denial of the claim, unless special circumstances require an extension of time for processing the claim. Such an extension of time may not exceed 90 additional days and notice of the extension shall be provided to the claimant prior to the termination of the initial 90 day period indicating the special circumstances requiring the extension and the date by which a final decision on the claim is expected.
(c) Denied Claims. In the event any application for benefits is denied, in whole or in part, the Plan Administrator shall notify the claimant of such denial in writing and shall advise the claimant of the right to appeal the denial and to request a review thereof. Such notice shall be written in a manner calculated to be understood by the claimant and shall contain:
(1) Specific reason for such denial.
(2) Specific reference to the Plan provisions on which such denial is based.
(3) A description of any information or material necessary for the Employee to perfect the claim.
(4) An explanation of why such material is necessary.
(5) An explanation of the Plan's appeal and review procedure.
8.2 APPEAL AND REVIEW PROCEDURE.
(a) Appeal to Committee. If the claimant's claim for benefits is denied in whole or in part, the claimant, or the claimant's duly authorized representative, may appeal the denial by submitting to the Plan Administrator a written request for review of the application by the Committee within 180 days after receiving written notice of such denial. The Plan Administrator shall give the applicant (upon request) an opportunity to review pertinent Plan documents (other than legally privileged documents) in preparing such request for review.
(b) Contents of Appeal. The request for review must be in writing and shall be addressed to the Committee c/o the Plan Administrator. The request for review shall set forth all of the grounds upon which it is based, all facts in support thereof and any other matters which the claimant deems pertinent. The Committee may require the claimant to submit (at the claimant's expense) such additional facts, documents or other material as the Committee deems necessary or advisable in making its review.
(c) Review of Appeal. The Committee shall act upon each request for review within 120 days after its receipt thereof unless special circumstances require further time for processing. Written notice of an extension of time beyond 120 days shall be furnished to the claimant prior to the commencement of the extension. In no event shall the decision on review be rendered more than 365 days after the Committee receives the request for review.
(d) Denied Appeals. In the event the Committee confirms the denial of the claim for benefits in whole or in part, it shall give written notice of its decision to the claimant. Such notices shall be written in a manner calculated to be understood by the claimant and shall contain the specific reasons for the denial.
8.3 EXHAUSTION OF REMEDIES. No legal action for benefits under the Plan shall be brought unless and until the following steps have occurred:
(a) The claimant has submitted a written application for benefits in accordance with Section 8.1.
(b) The claimant has been notified that the claim has been denied.
(c) The claimant has filed a written request appealing the denial in accordance with Section 8.2.
(d) The claimant has been notified in writing that the Committee has denied the claimant appeal or has failed to take any action on the appeal within the time prescribed by Section 8.2.
ARTICLE IX GENERAL PROVISIONS
9.1 SOURCE OF PAYMENTS. The Deferred Compensation Accounts established under the Plan are unfunded bookkeeping accounts and are payable from the general assets of the Corporation. The Corporation is not required to physically segregate any cash or securities or establish any separate funds to pay any benefits under the Plan. Nothing in this Plan shall be deemed to create a trust or fund of any kind or any fiduciary relationship.
9.2 PROHIBITION ON ALIENATION. No amount payable under the Plan shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, hypothecation, charge, attachment, garnishment, execution, or levy of any kind or any other process of law, voluntary or involuntary. Any attempt to dispose of any rights to benefits payable under the Plan shall be void. Notwithstanding the preceding sentence, the Corporation shall have the right to offset from a Participant's Account balance any amounts due and owing from the Participant to the extent permitted by law. Notwithstanding the foregoing, the Corporation may transfer a Participant's rights under the Plan to a successor entity in connection with a sale, spin-off, or other similar event, if and only if the successor entity agrees to enforce the terms and provisions hereof.
9.3 NOT A CONTRACT OF EMPLOYMENT. Participation in this Plan by an Employee shall not give such Employee any right to be retained in the employ of the Employer and the ability of the Employer to dismiss or discharge an Employee is specifically reserved.
9.4 HEADINGS NOT TO CONTROL. Headings and titles within the Plan are for convenience only and are not to be read as part of the text of the Plan.
9.5 SEPARABILITY OF PLAN PROVISIONS. If any provisions of the Plan are for any reason declared invalid or not enforceable, such provisions will not affect the remaining terms and conditions, but the Plan will be construed and enforced thereafter as if such provisions had not been inserted.
9.6 APPLICABLE LAW. The validity and effect of the Plan and the rights and obligations of all persons affected thereby, are to be construed and determined in accordance with applicable federal law, and to the extent that federal law is inapplicable, under the laws of the State of Ohio.
9.7 ENTIRE PLAN. This document is a complete statement of the Deferred Compensation Plan and as of December 31, 2004 supersedes all representations, prior plans, promises and inducements, proposals, written or oral, relating to its subject matter. The Corporation shall not be bound by or liable to any person for any representation, promise or inducement made by any person which is not embodied in this document or in any authorized written amendment to the Plan.
9.8 WITHHOLDING. Notwithstanding any other provision of the Plan to the
contrary, the Plan Administrator may establish procedures applicable to satisfy
FICA or other required withholding that may arise at the time Deferred
Compensation is allocated to a Participant's Account (or, if later, at the time
that Deferred Compensation previously allocated to Participant's Account is
vested). These procedures may call for such withholding to be satisfied either
(i) by reducing the amount of a Participant's Elective Deferrals prior to such
amount being allocated to the Participant's Account, (ii) by reducing other
compensation payable to the Participant at or about the same time the deferral
is allocated to a Participant's Account, (iii) by receiving a check or other
payment from the Participant for the amount(s) due, or (iv) in the case of a
Participant who is not a Covered Employee, by distributing an amount from the
Participant's Account.
ARTICLE X SPECIAL RULES UNDER INTERNAL REVENUE CODE SECTION 409A
10.1 NO FURTHER ELECTIVE DEFERRALS OR AWARDS OF NON-ELECTIVE DEFERRED COMPENSATION. Notwithstanding anything in the Plan to the contrary, no Non-Elective Deferred Compensation shall be awarded and no Elective Deferrals of Compensation shall be credited under this Plan after December 31, 2004.
10.2 SPECIAL RULES FOR DEFERRED COMPENSATION SUBJECT TO INTERNAL REVENUE CODE
SECTION 409A. Notwithdanding anything in the Plan to the contrary, any Elective
Deferrals made under this Plan and any Non-Elective Deferred Compensation
awarded under this Plan which are subject to the provisions of Section 409A of
the Internal Revenue Code shall be treated as if such amounts were deferred or
awarded, as the case may be, under the New Deferred Compensation Plan. For this
purpose, the terms and provisions of the New Deferred Compensation Plan shall be
incorporated herein by reference and any such amounts shall be administered
solely in accordance with the terms and provisions of the New Deferred
Compensation Plan.
ARTICLE XI AMENDMENT AND TERMINATION
11.1 AMENDMENT AND TERMINATION. The Corporation expects to continue this Plan indefinitely, but reserves the right, by action of the Committee, to amend it from time to time or to discontinue it if such change is deemed necessary or desirable. However, if the Plan is amended by the Committee, the Corporation shall remain obligated under the Plan with respect to each Participant's Deferred Compensation Account (including the earnings, gains, and losses thereon, if any) for which, as of the date of such action, have been credited or debited to the Account. No such amendment, modification or termination shall reduce the amount credited to a Participants' Accounts as of the date of such action. Upon Plan termination, all amounts credited to Participants' Accounts shall be paid to Participants in a single payment within 120 days.
IN WITNESS WHEREOF, National City Corporation has caused this instrument to be executed by its duly authorized officer, this ____ day of ________, 2006 but effective as of January 1, 2005.
NATIONAL CITY CORPORATION
Exhibit 10.35
THE NATIONAL CITY CORPORATION
2004 DEFERRED COMPENSATION PLAN
(Amended and Restated Effective January 1, 2005)
TABLE OF CONTENTS
ARTICLE I NAME AND PURPOSE 1.1 Name 1.2 Purpose ARTICLE II DEFINITIONS 2.1 Appeals Committee 2.2 Board 2.3 Cash Sub-Account 2.4 Chief Executive Officer 2.5 Committee 2.6 Common Stock 2.7 Compensation 2.8 Corporation 2.9 Covered Executive 2.10 Crediting Date 2.11 Deferred Share Sub-Account 2.12 Directors 2.13 Deferred Compensation 2.14 Deferred Compensation Account or Account 2.15 Elective Deferrals 2.16 Eligible Employee 2.17 Employee 2.18 Employer 2.19 Employment 2.20 Enrollment Period 2.21 Incentive Award 2.22 Incentive Plan 2.23 Internal Revenue Code 2.24 Investment Option 2.25 Key Employee 2.26 Non-Elective Deferred Compensation 2.27 Non-Elective Deferred Compensation Award Statement or Award Statement 2.28 Other Plan 2.29 Other Plan Transfer Date 2.30 Participant 2.31 Payment Date 2.32 Plan or 2004 Deferred Compensation Plan 2.33 Plan Administrator 2.34 Plan Year 2.35 Retirement Eligible Employee 2.36 Salary 2.37 Separation from Service 2.38 Subsidiaries 2.39 Termination Date 2.40 Valuation Date 2.41 Variable Pay |
THE NATIONAL CITY CORPORATION
2004 DEFERRED COMPENSATION PLAN
(Amended and Restated Effective January 1, 2005)
ARTICLE III ELECTIVE DEFERRALS 3.1 Deferral Election 3.2 Amount of Elective Deferrals 3.3 Deferral of Compensation 3.4 Vesting ARTICLE IV NON-ELECTIVE DEFERRED COMPENSATION 4.1 Grants of Non-Elective Deferred Compensation 4.2 Non-Elective Deferred Compensation Award Statement 4.2 Vesting and Forfeiture ARTICLE V DEFERRED COMPENSATION ACCOUNT AND CREDITS THERETO 5.1 Deferred Compensation Account 5.2 Cash Sub-Account 5.3 Deferred Share Sub-Account 5.4 Other Plan Account Balances on the Other Plan Transfer Date 5.5 Allocation of New Deferrals, Non-Elective Deferral Compensation and Transfers of Accumulated Amounts 5.6 Separate Accounting for Each Source and Each Plan Year 5.7 Change of Investment Option ARTICLE VI PAYMENT OF DEFERRED COMPENSATION ACCOUNT 6.1 Method of Payment 6.2 Timing and Form of Distribution 6.3 Election of Alternate Timing and Form of Distribution 6.4 Automatic Payout Provisions 6.5 Payments Upon Death of Participant 6.6 Withholding Taxes ARTICLE VII ADMINISTRATION 7.1 Powers and Duties of Plan Administrator 7.2 Reliance Upon Information ARTICLE VIII CLAIMS FOR BENEFITS 8.1 Claims Procedure 8.2 Appeal and Review Procedure 8.3 Exhaustion of Remedies ARTICLE IX GENERAL PROVISIONS 9.1 Source of Payments 9.2 Prohibition on Alienation |
THE NATIONAL CITY CORPORATION
2004 DEFERRED COMPENSATION PLAN
(Amended and Restated Effective January 1, 2005)
9.3 Not a Contract of Employment 9.4 Headings Not to Control 9.5 Separability of Plan Provisions 9.6 Applicable Law 9.7 Entire Plan 9.8 Withholding ARTICLE X AMENDMENT AND TERMINATION 10.1 Amendment and Termination |
ARTICLE I NAME AND PURPOSE
1.1 NAME. This Plan shall be known as the National City Corporation 2004 Deferred Compensation Plan (the "2004 Deferred Compensation Plan" or "Plan").
1.2 PURPOSE. The purpose of the Deferred Compensation Plan is to provide Eligible Employees with an opportunity to defer the receipt of cash compensation which would have otherwise been received as Salary, Variable Pay, or as an Incentive Award, as such terms are defined in Article II, to provide certain Eligible Employees with non-elective deferred compensation, and to credit the deferred compensation with gains or losses based upon investment options made available from time to time by the Plan Administrator.
ARTICLE II DEFINITIONS
The following terms when used herein shall have the meaning set forth below, if capitalized. Unless the context clearly indicates otherwise, words in the masculine, feminine or neuter gender include the other genders and the singular includes the plural and vice versa.
2.1 "APPEALS COMMITTEE" means the committee established by the Corporation to review claims denials under the Plan in accordance with Section 8.2
2.2 "BOARD" means the Board of Directors of the Corporation.
2.3 "CASH SUB-ACCOUNT" means the sub-account described in Section 5.2.
2.4 "CHIEF EXECUTIVE OFFICER" means the chief executive officer of the Corporation.
2.5 "COMMITTEE" means the Compensation and Organization Committee of the Board.
2.6 "COMMON STOCK" means common stock, par value $4 per share, of the Corporation or any security into which such common stock may be changed by reason of a stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation or any merger, consolidation spin-off, reorganization, partial or complete liquidation issuance of rights or warrants to purchase securities, or other event having a similar effect.
2.7 "COMPENSATION" means Salary, Variable Pay and Incentive Award(s), as may be determined by the Plan Administrator from time to time.
2.8 "CORPORATION" means National City Corporation, a Delaware Corporation.
2.9 "COVERED EXECUTIVE" means any individual who is, or is determined by the
Committee to be likely to become a "covered employee" within the meaning of
Section 162(m) of the Internal Revenue Code.
2.10 "CREDITING DATE" means the last business day of each calendar month or such other date or dates as determined by the Plan Administrator so long as there is no less than one Crediting Date each calendar year.
2.11 "DEFERRED SHARE SUB-ACCOUNT" means the sub-account described in Section 5.3.
2.12 "DIRECTORS" means those individuals serving as directors on the Board from time to time.
2.13 "DEFERRED COMPENSATION" shall mean Elective Deferrals as described in Article III and Non-Elective Deferred Compensation as described in Article IV.
2.14 "DEFERRED COMPENSATION ACCOUNT" or "ACCOUNT" means the account described in
Section 5.1.
2.15 "ELECTIVE DEFERRALS" means any amounts of Salary, Variable Pay or Incentive Awards which an Eligible Employee elects to defer the receipt of in accordance with the provisions or Article III.
2.16 "ELIGIBLE EMPLOYEE" means an Employee who as of the first day of the Enrollment Period (a) has been designated as an executive officer by the Board or (b) has been designated as an Eligible Employee for the Plan Year by the Plan Administrator and who satisfies such other criteria as established by the Plan Administrator, in his or her sole discretion, from time to time. The Eligible Employee designation shall be limited to key management and highly-compensated employees of the Corporation or it's Subsidiaries.
2.17 "EMPLOYEE" means an employee of an Employer who is identified as an employee of the Employer in the human resource records of the Employer.
2.18 "EMPLOYER" means the Corporation, and the Subsidiaries.
2.19 "EMPLOYMENT" means employment with an Employer.
2.20 "ENROLLMENT PERIOD" means the period in each calendar year designated by
the Plan Administrator during which Eligible Employees make elections with
respect to Elective Deferrals for Compensation earned during the following Plan
Year. Except as may be permitted by Treasury regulations promulgated under
Section 409A of the Internal Revenue Code, the Enrollment Period for any Plan
Year shall end prior to the first day of such Plan Year. The first Enrollment
Period shall end December 31, 2004 and be applicable for the Plan Year
commencing January 1, 2005.
2.21 "INCENTIVE AWARD" means a cash incentive award under an Incentive Plan which is determined and payable without regard to a participant's election to defer during the Plan Year.
2.22 "INCENTIVE PLAN" means (i) The National City Corporation Management Incentive Plan for Senior Officers, (ii) The National City Corporation Long-Term Incentive Compensation Plan for Senior Officers, and (iii) any other written plan which (1) provides for cash incentive awards and (2) is designated by the Plan Administrator as being eligible for deferral into this Plan.
2.23 "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as amended from time to time.
2.24 "INVESTMENT OPTION" means any arrangement deemed suitable by the Plan Administrator from time to time for the purpose of providing an investment credit on amounts deferred to a Participant's Cash Sub-Account.
2.25 "KEY EMPLOYEE" means any Participant who is a 'specified employee' as defined in Section 409A of the Internal Revenue Code and the lawful Treasury Regulations promulgated thereunder.
2.26 "NON-ELECTIVE DEFERRED COMPENSATION" means any non-elective deferred compensation awarded to an Eligible Employee in accordance with Article IV and allocated to his Deferred Compensation Account.
2.27 "NON-ELECTIVE DEFERRED COMPENSATION AWARD STATEMENT" or "AWARD STATEMENT" means the written statement from the Corporation identifying the amount of any Non-Elective Deferred Compensation awarded to a Participant and any terms relating to such award, as described in Section 4.2 of the Plan.
2.28 "OTHER PLAN" means any plan, program, agreement or provision which the Plan Administrator deems to be an Other Plan in connection with the consolidation of such arrangement into the Plan.
2.29 "OTHER PLAN TRANSFER DATE" means the date agreed to by the Plan Administrator from time to time as the date when accumulated deferral balances under an Other Plan, are to be transferred from the Other Plan(s) into the Plan.
2.30 "PARTICIPANT" means an Employee or former Employee who has an amount credited to a Deferred Compensation Account under the Plan.
2.31 "PAYMENT DATE" means any day within thirty (30) days following a Valuation Date a Participant receives a distribution.
2.32 "PLAN" or "2004 DEFERRED COMPENSATION PLAN" means The National City Corporation 2004 Deferred Compensation Plan as set forth in this document and as amended from time to time.
2.33 "PLAN ADMINISTRATOR" means a committee consisting of the Corporate Human Resources Director, the Corporate Director of Benefits, and the Corporate Director of Compensation, or such other similar group as established by the Committee from time to time.
2.34 "PLAN YEAR" means the calendar year.
2.35 "RETIREMENT ELIGIBLE EMPLOYEE" means those Employees being either (i) age 55 or older with 10 years of service or (ii) age 65 or older with at least 5 years of service on their Termination Date.
2.36 "SALARY" means the base salary of an Employee, exclusive of any bonuses, incentives, special awards, or equity compensation.
2.37 "SEPARATION FROM SERVICE" shall mean the termination of a Participant's or former Participant's employment relationship with the Employer for any reason whatsoever, whether voluntarily or involuntarily, including by reason of retirement, quit, discharge or death; provided, however, that if the foregoing definition does not satisfy the requirements of Section 409A of the Internal Revenue Code, an appropriate definition shall be substituted in lieu of the foregoing, effective as of the Effective Date, or as of such other date as shall satisfy the requirements of Section 409A.
2.38 "SUBSIDIARIES" means those entities in which the Corporation directly or indirectly owns 50% or more of the voting equity securities.
2.39 "TERMINATION DATE" means the date of a Participant's Separation from Service.
2.40 "VALUATION DATE" means the last day of the Plan Year.
2.41 "VARIABLE PAY" means any bonuses, commissions or similar payments which would be paid to an Employee in cash and which are not part of the Employee's Salary. An Incentive Award shall not be treated as Variable Pay for purposes of the Plan.
ARTICLE III ELECTIVE DEFERRALS
3.1 DEFERRAL ELECTION.
(a) Except as provided in paragraphs (b) and (c) below, each Eligible Employee who desires to defer Compensation otherwise payable for a Plan Year must do so by filing a deferral election with the Plan Administrator during the Enrollment Period for that Plan Year. The election shall be made on the form specified by the Plan Administrator and shall be irrevocable after the end of the Enrollment Period. To be effective, the form must be received by the Plan Administrator prior to the end of the Enrollment Period.
(b) The Plan Administrator may, in his or her sole discretion, permit an Eligible Employee who commences Employment during a Plan Year to submit a deferral election for Compensation payable during such Plan Year, provided such election is submitted no later than 30 days after the Employee first becomes eligible for the Plan and applies only to Compensation earned after the date such form is received by the Plan Administrator.
(c) Notwithstanding the foregoing, the Plan Administrator may, in his or
her sole discretion, permit an Eligible Employee to submit an election
to defer Compensation at times other than as identified in paragraphs
(a) and (b) above, provided that such election is recognized as a
valid election under Treasury regulations promulgated under Section
409A of the Internal Revenue Code.
3.2 AMOUNT OF ELECTIVE DEFERRALS. Each Eligible Employee may defer, at the Plan Administrator's discretion, a portion of Salary, Variable Pay and/or Incentive Award otherwise payable for the Plan Year. From time to time the Plan Administrator shall establish maximum limits for Elective Deferrals. Such maximum limits may be expressed as a percentage of Salary, Variable Pay and/or Incentive Award deferrals, as appropriate, and need not be applied to Eligible Employees on a uniform basis.
3.3 DEFERRAL OF COMPENSATION. Notwithstanding Section 3.1 above, the Committee shall have the discretion to deny any Eligible Employee's Deferral Election for any given Plan Year or portion of a Plan Year. The Employer shall withhold payment of the applicable portion of each Salary payment, Variable Pay and/or each Incentive Award elected by the Participant to be deferred for the Plan Year for those deferral elections which the Committee does not deny. Elective Deferrals shall be credited to the Participant's Deferred Compensation Account as described in Article V.
3.4 VESTING. All Elective Deferrals under the Plan, and any earnings thereon, shall be fully vested at all times.
ARTICLE IV NON-ELECTIVE DEFERRED COMPENSATION
4.1 GRANTS OF NON-ELECTIVE DEFERRED COMPENSATION. The Chief Executive Officer may, at his discretion award an Eligible Employee an amount of Non-Elective Deferred Compensation. The amount of any award of Non-Elective Deferred Compensation under the Plan may be expressed as (i) a fixed dollar amount, (ii) a percentage of Compensation, (iii) a percentage of Elective Deferrals, or (iv) any combination of the foregoing. Notwithstanding the foregoing, the Committee shall determine the amount of any Non-Elective Deferred Compensation awarded to a Covered Employee.
4.2 NON-ELECTIVE DEFERRED COMPENSATION AWARD STATEMENT. Any award of Non-Elective Deferred Compensation shall be evidenced by an Award Statement in a form determined by the Plan Administrator, which is delivered to the Participant describing the amount of the award, the timing and form of distribution of such award, and any vesting requirement or other restrictions on such award of Non-Elective Deferred Compensation. The Corporation may condition a Participant's receipt of an award of Non-Elective Deferred Compensation upon the Participant's execution of an agreement containing such terms and conditions as the Corporation shall determine appropriate.
4.3 VESTING AND FORFEITURE. Unless provided otherwise on an Award Statement, all Non-Elective Deferred Compensation awarded under the Plan, and any earnings thereon, shall be fully vested at all times. All non-vested amounts in a Participant's Deferred Compensation Account shall be forfeited upon the Termination Date and the Corporation shall have not further obligation to pay the Participant in regard to such amounts.
ARTICLE V DEFERRED COMPENSATION ACCOUNT AND CREDITS THERETO
5.1 DEFERRED COMPENSATION ACCOUNT. An unfunded bookkeeping account known as the Deferred Compensation Account shall be established for each Participant. The Deferred Compensation Account shall be credited with (i) all deferred amounts credited under an Other Plan as of the Other Plan Transfer Date, (ii) all Elective Deferrals under Article III of the Plan, and (iii) all Non-Elective Deferred Compensation awarded under Article IV of the Plan. Each Participant's Account shall consist of two sub-accounts -- (a) the "Cash Sub-Account" and (b) the "Deferred Share Sub-Account."
5.2 CASH SUB-ACCOUNT. Any Elective Deferrals that a Participant elects to defer to his or her Cash Sub-Account shall be treated as if it were set aside in such sub-account on the date the Compensation would otherwise have been paid to the Participant and shall be allocated among the available Investment Options using forms and procedures established by the Plan Administrator for such purpose. Any Non-Elective Deferred Compensation awarded under Article IV of the Plan which a Participant directs to be credited to his Cash Sub-Account shall be credited to the Participant's Cash Sub-Account in accordance with uniform procedures established by the Plan Administrator. The amounts credited to a Participant's Cash Sub-Account, as reduced for amounts distributed under Article VI, shall be adjusted each Crediting Date to reflect gain or loss from the Investment Options.
5.3 DEFERRED SHARE SUB-ACCOUNT. Any Elective Deferrals that a Participant elects to defer to his or her Deferred Share Sub-Account shall be deemed to be invested in that number of whole and fractional shares of Common Stock determined by dividing the amount (expressed in dollars) of the Compensation to be deferred by the fair market value per share of such Common Stock on the date such Compensation would otherwise be paid. Such sub-account shall be deemed to be so invested on the date the Compensation would otherwise have been paid to the Participant, and on such date the sub-account shall be credited with a number of deferred shares equal to the number of shares of Common Stock deemed to be invested. Any Non-Elective Deferred Compensation awarded under Article IV of the Plan which a Participant directs to be credited to his Deferred Share Sub-Account shall be credited to the Participant's Deferred Share Sub-Account in a similar fashion at such times as shall be determined in accordance with uniform procedures established by the Plan Administrator. Such sub-account shall be credited as of each Crediting Date with that number of additional deferred shares equal to the amount of cash dividends paid by the Corporation since the last Crediting Date on that number of shares of Common Stock equivalent to the number of deferred shares in such sub-account since the last Crediting Date divided by the fair market value per share of such Common Stock on such Crediting Date. Appropriate adjustments in the Deferred Share Sub-Account shall be made as equitably required to prevent dilution or enlargement of the sub-account from any stock dividend, stock split, reorganization or other such corporate transaction or event.
5.4 OTHER PLAN ACCOUNT BALANCES ON THE OTHER PLAN TRANSFER DATE. The amount credited to a Participant under an Other Plan as of the Other Plan Transfer Date shall be credited to the Cash Sub-Account and allocated among the Investment Options or to the Deferred Share Sub-Account according to guidance provided by the Participant to the Plan Administrator using a special election form provided by the Plan Administrator for such purpose. If the Participant fails to provide such guidance prior to any Other Plan Transfer Date or for any Plan Year, the Plan Administrator has the discretion to allocate such amount among one or more of the available Investment Options under the Cash Sub-Account for the Participant.
5.5 ALLOCATION OF NEW ELECTIVE DEFERRALS, NON-ELECTIVE DEFERRED COMPENSATION AND TRANSFERS OF ACCUMULATED AMOUNTS.
(a) During the Enrollment Period, the Participant shall elect (i) how
Elective Deferrals during the applicable Plan Year are to be allocated
between the Cash Sub-Account and the Deferred Share Sub-Account and
(ii) how Elective Deferrals allocated to the Cash Sub-Account are to
be allocated among the available Investment Options using forms and
procedures established by the Plan Administrator for such purpose.
(b) Prior to the crediting of the grant of an award of Non-Elective Deferred Compensation to the Participant's Account, the Participant shall elect (i) how such award of Non-Elective Deferred Compensation is to be allocated between the Cash Sub-Account and the Deferred Share Sub-Account and (ii) how Non-Elective Deferred Compensation allocated to the Cash Sub-Account is to be allocated among the available
Investment Options using forms and procedures established by the Plan Administrator for such purpose. In the event that no election is made by the Participant hereunder, Administrator has the discretion to allocate such amount among one or more of the available Investment Options under the Cash Sub-Account for the Participant.
(c) Each Participant may reallocate his or her accumulated Cash Sub-Account or deferrals among the Investment Options or to the Deferred Share Sub-Account only during times approved by the Plan Administrator and using forms and procedures established from time to time by the Plan Administrator for such purpose; provided, however, that a Participant may not reallocate his or her accumulated Deferred Share Sub-Account to his or her Cash Sub-Account or any Investment Option. Any changes a Participant makes shall become effective on the next Crediting Date following the Plan Administrator's acceptance of the Participant's reallocation election.
5.6 SEPARATE ACCOUNTING FOR EACH SOURCE AND EACH PLAN YEAR. A Participant's
Deferred Compensation Account and the Cash Sub-Account and Deferred Share
Sub-Account established thereunder shall separately track each separate deferred
compensation source for each Plan Year. Each separate amount shall be separately
for gains and losses or for cash dividend, as appropriate. Any distribution from
a Participant's Deferred Compensation Account which pertains solely to deferred
compensation from a particular source or credited during a particular Plan Year
shall be deducted solely from that portion of the Deferred Compensation Account
using procedures established by the Plan Administrator for such purpose.
5.7 CHANGE OF INVESTMENT OPTION. The Plan Administrator may change the Investment Options available from time to time under the Plan. However, no such change shall reduce a Participant's Deferred Compensation Account. If, following a change in the Investment Options, the Participant fails to reallocate his or her Cash Sub-Account among the available Investment Options, the Plan Administrator has the discretion to either (a) allocate such amount among one or more of the available Investment Options or (b) credit the Deferred Share Sub-Account with such amount for the Participant.
ARTICLE VI PAYMENT OF DEFERRED COMPENSATION ACCOUNT
6.1 METHOD OF PAYMENT. The amounts credited to a Participant's Cash Sub-Account shall be paid in cash. The amounts credited to a Participant's Deferred Share Sub-Account shall be paid in shares of Common Stock.
6.2 TIMING AND FORM OF DISTRIBUTION. Except as set forth in the Award Statement for an award of Non-Elective Deferred Compensation or as set forth in Sections 6.3 and 6.4 below, a Participant shall have his Deferred Compensation Account balance valued as of the Valuation Date first following his Termination Date. Such balance shall be distributed in a lump sum on the Payment Date first following such Valuation Date.
6.3 ELECTION OF ALTERNATE TIMING AND FORM OF DISTRIBUTION FOR ELECTIVE DEFERRALS. A Participant may make the following irrevocable elections with regard to his Account:
(a) Installment Payments. The Participant may elect that, in the event that he is a Retirement Eligible Employee at his Termination Date, the distribution of the applicable portion of his Elective Deferrals (plus any earnings thereon) be paid to him in annual installments of 10 years rather than as a lump sum. The amount of the first installment distribution shall be based on the value of such amount as determined on the last Valuation Date in the Plan Year in which the Participant's Termination Date occurs. Such amount shall be divided by 10 to determine the distribution. The distribution shall be made on the Payment Date next following such Valuation Date. Subsequent distributions shall be determined annually thereafter using the procedure established herein, with the exception that the divisor shall be the number of payments remaining. To be valid, such election must be made during the Enrollment Period immediately preceding the Plan Year for such Elective Deferrals were credited and shall apply only to the distribution of Elective Deferrals credited during that Plan Year, together with the earnings thereon.
(b) Scheduled Payments. The Participant may specify a future Payment Date when (i) the Elective Deferrals credited during a Plan Year (together with the earnings thereon) will be distributed. To be valid, such Scheduled Payment must be elected during the Enrollment Period immediately preceding the Plan Year during which the Elective Deferrals are credited to Plan and may not specify a Payment Date which is within 3 years of the Plan anniversary to which such election first applied. From time to time the Plan Administrator shall establish limits regarding the number of Scheduled Payments a Participant may elect. The Plan Administrator shall disregard any invalid Scheduled Payment election.
6.4 AUTOMATIC PAYOUT PROVISIONS. The following provisions shall override any election by a Participant pursuant to Section 6.3 above regarding the timing and/or form of distribution of his Account:
(a) In the event that the balance of a Participant's Account as of the Valuation Date immediately following his Termination Date is $10,000 or less (or such larger amount as may be permitted in Treasury regulations promulgated under Section 409A of the Internal Revenue Code), the balance shall be paid as a single lump sum on the Payment Date next following that Valuation Date.
(b) In the event that a Scheduled Payment Date selected by a Participant pursuant to Section 6.3(b) above would occur following the Participant's Termination Date, such payment shall be made on the Payment Date next following the Valuation Date following his Termination Date.
(c) No Covered Executive shall be eligible to make an election for a Scheduled Payment and the Plan Administrator is hereby empowered to disregard a Scheduled Payment election made by such a Participant at a time prior his first becoming a Covered Executive.
(d) With regard to any payment under Section 6.2 or 6.3 (a) above, for any Participant who is a Key Employee as of his Termination Date (or such other day as may be required by Section 409A of the Internal Revenue Code and the Treasury regulations thereunder), his Account balance shall be valued as of the first Valuation Date which is at least 6 months following his Termination Date and such balance shall be distributed, or commence to be distributed, on the Payment Date first following such Valuation Date. For purposes of this
section 6.4(d), the determination of the Corporation's Key Employees shall be made as of each December 31st (the "identification date") and shall be applicable for the 12-month period commencing April 1st following that identification date.
(e) Notwithstanding any provision in this Article VI to the contrary, the
Plan Administrator shall disregard any election by a Participant to
the extent such election would result in an "acceleration of benefits"
or a "change in time or form of distribution" within the meaning of
Section 409A of the Internal Revenue Code and the Treasury regulations
promulgated thereunder.
6.5 PAYMENTS UPON DEATH OF PARTICIPANT.
(a) A Participant may designate any person or persons (not exceeding 5), including a trust, as his or her beneficiary to receive his or her Deferred Compensation Account in the event of the Participant's death. Any such designation shall be made by filing the form designated by the Plan Administrator for that purpose. The Participant may change or cancel his or her beneficiary designation at any time prior to death without the consent of any designated beneficiary. If the Participant has designated no beneficiary, or if no beneficiary is alive at the date of the Participant's death, payment shall be made to the Participant's estate.
(b) If the Participant's death occurs during Employment, the Participant's Account shall be distributed in a lump sum on the Termination Distribution Payment Date to each of the Participant's surviving beneficiaries in the portions designated by the Participant in 6.5(a).
(c) If the Participant's death occurs after installment payments have commenced, the Participant's Account shall be distributed in a lump sum on the next scheduled Payment Date to each of the Participant's surviving beneficiaries in the portions designated by the Participant in 6.5(a).
(d) In the event that distributions are made under this Section 6.5 to multiple beneficiaries, such distributions from the Deferred Compensation Account shall be deducted from the balance in the Deferred Share Sub-Account and each Investment Option under the Cash Sub-Account on a pro rata basis in proportion to the balance in each option using procedures established by the Plan Administrator for such purpose.
6.6 WITHHOLDING TAXES. The Corporation shall have the right to deduct from distributions under the Plan any and all taxes required to be collected under federal, state or local laws, using procedures established by the Plan Administrator for such purpose.
ARTICLE VII ADMINISTRATION
7.1 POWERS AND DUTIES OF PLAN ADMINISTRATOR.
(a) The Plan Administrator shall have discretionary authority to determine eligibility for benefits and to interpret the terms of the Plan. The Plan Administrator shall have such other discretionary authority as may be necessary to enable it to discharge its responsibilities under the Plan as administrator and, including, but not limited to, the power:
(1) To value Participant's Accounts.
(2) To distribute Participant's Accounts.
(3) To establish and change Investment Options.
(4) To appoint or employ one or more persons to assist in the administration of the Plan. Such assistants shall serve at the pleasure of the Plan Administrator, and shall perform such functions as may be assigned by the Plan Administrator.
(5) To adopt such rules as it deems appropriate for the administration of the Plan.
(6) To establish procedures to be followed by Participants.
(7) To prepare and distribute information relating to the Plan.
(8) To request from Employers and Participants such information as shall be necessary for proper administration of the Plan.
(b) Decisions of the Plan Administrator must be made by a quorum consisting of a majority of the constituent members of the Plan Administrator, and decisions may also be made by unanimous written consent of members of the Plan Administrator. The decision of the Plan Administrator upon any matter within its authority shall be final and binding on all parties, including the Corporation, the Participants and their beneficiaries.
(c) Neither Plan Administrator, including its individual constituent members, nor any assistant shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own willful misconduct or lack of good faith.
7.2 RELIANCE UPON INFORMATION. In making decisions under the Plan, the Plan Administrator shall be entitled to rely upon information furnished by a Participant, beneficiary or Employer.
ARTICLE VIII CLAIMS FOR BENEFITS
8.1 CLAIMS PROCEDURE.
(a) Claims Must be Filed. An Employee, Participant, beneficiary or estate of a deceased Participant (the "claimant") who has a claim for benefits or concerning any other matter under the Plan must give written notice of such claim or other matter to the Plan Administrator.
(b) Review of Claim. After the Plan Administrator has reviewed the claim and obtained any other information it deems necessary to render a decision on the claim, the Plan Administrator shall notify the claimant within 90 days after receipt of the claim of the acceptance or denial of the claim, unless special circumstances require an extension of time for processing the claim. Such an extension of time may not exceed 90 additional days and notice of the extension shall be provided to the claimant prior to the termination of the initial 90-day period indicating the special circumstances requiring the extension and the date by which a final decision on the claim is expected.
(c) Denied Claims. In the event any application for benefits is denied, in whole or in part, the Plan Administrator shall notify the claimant of such denial in writing and shall advise the claimant of the right to appeal the denial and to request a review thereof. Such notice shall be written in a manner calculated to be understood by the claimant and shall contain:
(1) Specific reason for such denial.
(2) Specific reference to the Plan provisions on which such denial is based.
(3) A description of any information or material necessary for the Employee to perfect the claim.
(4) An explanation of why such material is necessary.
(5) An explanation of the Plan's appeal and review procedure.
8.2 APPEALS AND REVIEW PROCEDURE.
(a) Appeal of Claims Denial. If the claimant's claim for benefits is denied in whole or in part, the claimant, or the claimant's duly authorized representative, may appeal the denial by submitting to the Plan Administrator a written request for review of the application by an Appeals Committee within 180 days after receiving written notice of such denial. The Plan Administrator shall give the applicant (upon request) an opportunity to review pertinent Plan documents (other than legally privileged documents) in preparing such request for review.
(b) Contents of Appeal. The request for review must be in writing and shall be addressed to the Appeals Committee c/o the Plan Administrator. The request for review shall set forth all of the grounds upon which it is based, all facts in support thereof and any other matters which the claimant deems pertinent. The Appeals Committee may require the claimant to submit (at the claimant's expense) such additional facts, documents or other material as the Appeals Committee deems necessary or advisable in making its review.
(c) Review of Appeal. The Appeals Committee shall act upon each request for review within 120 days after its receipt thereof unless special circumstances require further time for processing. Written notice of an extension of time beyond 120 days shall be furnished to the claimant prior to the commencement of the extension. In no event shall the decision on review be rendered more than 365 days after the Appeals Committee receives the request for review.
(d) Denied Appeals. In the event the Appeals Committee confirms the denial of the claim for benefits in whole or in part, it shall give written notice of its decision to the claimant. Such notices shall be written in a manner calculated to be understood by the claimant and shall contain the specific reasons for the denial.
8.3 EXHAUSTION OF REMEDIES. No legal action for benefits under the Plan shall be brought unless and until the following steps have occurred:
(a) The claimant has submitted a written application for benefits in accordance with Section 8.1.
(b) The claimant has been notified that the claim has been denied.
(c) The claimant has filed a written request appealing the denial in accordance with Section 8.2.
(d) The claimant has been notified in writing that the Appeals Committee has denied the claimant appeal or has failed to take any action on the appeal within the time prescribed by Section 8.2.
ARTICLE IX GENERAL PROVISIONS
9.1 SOURCE OF PAYMENTS. The Deferred Compensation Accounts established under the Plan are unfunded bookkeeping accounts and are payable from the general assets of the Corporation. The Corporation is not required to physically segregate any cash or securities or establish any separate funds to pay any benefits under the Plan. Nothing in this Plan shall be deemed to create a trust or fund of any kind or any fiduciary relationship.
9.2 PROHIBITION ON ALIENATION. No amount payable under the Plan shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, hypothecation, charge, attachment, garnishment, execution, or levy of any kind or any other process of law, voluntary or involuntary. Any attempt to dispose of any rights to benefits payable under the Plan shall be void. Notwithstanding the preceding sentence, the Corporation shall have the right to offset from a Participant's Account balance any amounts due and owing from the Participant to the extent permitted by law. Notwithstanding the foregoing, the Corporation may transfer a Participant's rights under the Plan to a successor entity in connection with a sale, spin-off, or other similar event, if and only if the successor entity agrees to enforce the terms and provisions hereof.
9.3 NOT A CONTRACT OF EMPLOYMENT. Participation in this Plan by an Employee shall not give such Employee any right to be retained in the employ of the Employer and the ability of the Employer to dismiss or discharge an Employee is specifically reserved.
9.4 HEADINGS NOT TO CONTROL. Headings and titles within the Plan are for convenience only and are not to be read as part of the text of the Plan.
9.5 SEPARABILITY OF PLAN PROVISIONS. If any provisions of the Plan are for any reason declared invalid or not enforceable, such provisions will not affect the remaining terms and conditions, but the Plan will be construed and enforced thereafter as if such provisions had not been inserted.
9.6 APPLICABLE LAW. The validity and effect of the Plan and the rights and obligations of all persons affected thereby, are to be construed and determined in accordance with applicable federal law, and to the extent that federal law is inapplicable, under the laws of the State of Ohio.
9.7 ENTIRE PLAN. This document is a complete statement of the 2004 Deferred Compensation Plan as of October 25, 2004. The Corporation shall not be bound by or liable to any person for any representation, promise or inducement made by any person which is not embodied in this document or in any authorized written amendment to the Plan.
9.8 WITHHOLDING. Notwithstanding any other provision of the Plan to the
contrary, the Plan Administrator may establish procedures applicable to satisfy
FICA or other required withholding that may arise at the time Deferred
Compensation is allocated to a Participant's Account (or, if later, at the time
that Deferred Compensation previously allocated to Participant's Account is
vested). These procedures may call for such withholding to be satisfied either
(i) by reducing the amount of a Participant's Elective Deferrals prior to such
amount being allocated to the Participant's Account, (ii) by reducing other
compensation payable to the Participant at or about the same time the deferral
is allocated to a Participant's Account, or (iii) by receiving a check or other
payment from the Participant for the amount(s) due.
ARTICLE X AMENDMENT AND TERMINATION
10.1 AMENDMENT AND TERMINATION. The Corporation expects to continue this Plan indefinitely, but reserves the right, by action of the Committee, to amend it from time to time or to discontinue it if such change is deemed necessary or desirable. However, if the Committee amends the Plan, the Corporation shall remain obligated under the Plan with respect to each Participant's Deferred Compensation Account (including the earnings, gains, and losses thereon, if any) for which, as of the date of such action, have been credited or debited to the Account. No such amendment, modification or termination shall reduce the amount credited to a Participants' Accounts as of the date of such action. Notwithstanding the foregoing, the Corporation reserves the right to amend the Plan unilaterally in any manner necessary to comply with the American Jobs Creation Act of 2004 and any regulations promulgated thereunder.
IN WITNESS WHEREOF, National City Corporation has caused this instrument to be executed by its duly authorized officer, this ____ day of ________, 2004.
NATIONAL CITY CORPORATION
Exhibit 10.47
NATIONAL CITY CORPORATION
MANAGEMENT SEVERANCE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005)
ARTICLE 1
The Plan and its Purpose
1.1 Amendment and Restatement of Plan. The following are the provisions of the National City Corporation Management Severance Plan (herein referred to as the "Plan") effective as of January 1, 2005, which is an amendment and restatement of the Plan which was in effect prior thereto. The Plan as amended and restated herein is effective with respect to Participants who retire have a Separation from Service on or after the Effective Date.
1.2 Purpose. The purpose of the Plan is to maximize the Corporation's profitability and operating success by attracting and retaining key managerial, operational and executive employees and allowing them to focus on their responsibilities in the event of, and following, a Change in Control.
1.3 Operation of the Plan. The Plan shall serve as a non-qualified plan providing post Change in Control benefits to Participants. The severance compensation provided by this Plan shall be the sole severance compensation a Participant will be entitled to from an Employer as a result of a Change in Control. Any Employee covered by this Plan shall not receive any other severance benefit after a Change in Control from any other severance plan, policy or agreement.
ARTICLE 2
Definitions
2.1 Definitions. Whenever used herein the following terms shall have the meanings set forth below unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized.
(a) "Base Salary" shall mean the annual salary of each Participant at the Effective Date or Implementation Date, whichever is higher, exclusive of any bonuses, incentive pay, special awards, stock options or other stock compensation.
(b) "Board" shall mean the board of directors of the Corporation.
(c) "Cause" means that, prior to any termination pursuant to Section 3.1 hereof, the Participant shall have committed:
(i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with an Employer;
(ii) intentional wrongful damage to property of an Employer;
(iii) intentional wrongful disclosure of secret processes or confidential information of an Employer; or
(iv) intentional wrongful engagement in any Competitive Activity;
and any such act shall have been materially harmful to an Employer. For purposes of the Plan, no act or failure to act on part of the Participant shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or admitted to be done by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of an Employer. Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Participant a notice stating the Participant had committed an act constituting "Cause" as herein defined and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Participant or his beneficiaries to contest the validity or propriety of any such determination.
(d) "Change in Control" shall mean:
(1) The Corporation is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than sixty-five percent of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such transaction;
(2) The Corporation sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than sixty-five percent of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such sale or transfer;
(3) The Corporation files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Corporation has occurred or will occur in the future pursuant to any then-existing contract or transaction; or
(4) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this clause (4) each member of the Board who is first elected, or first nominated for election by the Corporation's stockholders, by a vote of at least two-thirds of the members of the Board (or a committee thereof) then still in office who were members of the Board at the beginning of any such period will be deemed to have been a member of the Board at the beginning of such period.
Notwithstanding the foregoing provisions of paragraph 2.1(d)(1), 2.1(d)(2) or 2.1(d)(3), in the case where the individuals who constitute the members of the Board at the time a specific transaction described in Paragraph 2.1(d)(1), 2.1(d)(2) or 2.1(d)(3) is first presented or disclosed to the Board will, by the terms of the definitive agreement for that transaction, constitute 50% or more of the members of the board of directors of the resulting corporation or person immediately following such transaction, a "Change in Control" shall not be deemed to have occurred.
(e) "Committee" shall mean the Compensation and Organization Committee of the Board or another committee appointed by the Board to serve as the administering committee of the Plan.
(f) "Competitive Activity" means the Participant's participation, without the written consent of an officer of the Corporation, in the management of any business enterprise if such enterprise engages in substantial and direct competition with the Corporation and such enterprise's revenues derived from any product or service competitive with any product or service of the Corporation amounted to 10% or more of such enterprise's revenues for its most recently completed fiscal year and if the Corporation's revenues of said product or service amounted to 10% of the Corporation's revenues for its most recently completed fiscal year. "Competitive Activity" will not include (i) the mere ownership of securities in any such enterprise and the exercise of rights appurtenant thereto and (ii) participation in the management of any such enterprise other than in connection with the competitive operations of such enterprise.
(g) "Continuation Period" means the period of time beginning on the Termination Date and continuing until the first anniversary of the Termination Date.
(h) "Corporation" shall mean National City Corporation, a Delaware corporation.
(i) "Effective Date". In the event a Change in Control ultimately results from discussions or negotiations involving the Corporation or any of its officers or directors, the "Effective Date" of such Change in Control shall be the date uninterrupted discussions or negotiations commenced.
(j) "Employee" shall mean an individual employed by an Employer on a full time, part time or salaried basis as of the Effective Date. The term "Employee" shall not, however, include any person who has been notified in writing prior to the Effective Date that his job is being eliminated or that his employment is going to be terminate.
(k) "Employee Benefits" means the benefits and service credit for a benefit
as provided under any and all employee retirement income and welfare benefit
policies, plans, programs or arrangements in which the Participant is entitled
to participate, including without limitation any stock option, stock purchase,
stock appreciation, savings, pension, supplemental executive retirement, or
other retirement income or welfare benefit, deferred compensation, incentive
compensation, group or other life, health, medical/hospital or other insurance
(whether funded by actual insurance or self-insured by the Corporation)
disability, expense reimbursement and other employee benefit policies, plans,
programs or arrangements in place at the Implementation Date. Employee Benefits
shall not include any (i) severance plan, policy or benefits other than those
benefits specifically provided by this Plan or (ii) any perquisites such as
county club memberships or car allowances. Those persons receiving financial
counseling prior to the Change in Control shall continue to receive financial
counseling services during the Protection Period.
(l) "Employer" shall mean the Corporation or any Subsidiary.
(m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(n) "Implementation Date" shall be the earliest to occur of the events specified in Section 2.1(d).
(o) "Incentive Pay" means an amount equal to the sum of (a) the higher of
(i) the highest aggregate annual incentive payment (excluding income realized
from the exercise of stock options, any benefits received from being granted
stock options or shares of restricted stock, income realized from the sale of
restricted stock and any profit sharing, matching contributions or discretionary
contributions made under any savings plan but including, without limitation,
awards pursuant to the Management Incentive Plan) awarded for either of the two
calendar years immediately preceding the year in which the Effective Date occurs
or (ii) the target award for the individual for the year in which the Effective
Date occurs and (b) the higher of (i) the highest incentive payment awarded
pursuant to the Long Term Plans for either of the plan cycles ending in the two
calendar years immediately preceding the year in which the Effective Date occurs
or (ii) the target award for the individual pursuant to the Long Term Plans for
the plan cycle ending in the calendar year in which the Effective Date occurs.
For purposes of this Paragraph 2.1(o), "payment" includes moneys paid as well as
any portion of any award deferred.
(p) "Long Term Plans" means the National City Corporation Long-Term Cash and Equity Incentive Plan and any predecessor or successor plans to this plan.
(q) "Management Incentive Plan" means the National City Corporation Management Incentive Plan for Senior Officers, and any predecessor or successor plans to these plans.
(r) "Participant" shall mean an Employee whose job is assigned to a grade level within the range of grade level 1 through grade level 7 pursuant to the Corporation's system for grading jobs, excluding those Employees who are covered by an employment agreement, severance agreement, or other specialized plan at the earlier of the (i) time of termination or the Implementation Date that address severance benefits.
(s) "Plan" see Section 1.1
(t) "Protection Period" means the period of time commencing on the Effective Date and continuing through to the fifteenth month anniversary of the Implementation Date.
(u) "Specified Employee" shall mean any Participant who is a "specified employee," as defined in Section 409A of the Internal Revenue Code and the lawful Treasury Regulations promulgated thereunder.
(v) "Subsidiary" means an entity in which the Corporation directly or indirectly beneficially owns 50% or more of the voting equity securities, but for purposes of this Plan shall not include National Processing, Inc. or any of its subsidiaries.
(w) "Termination Date" see Section 4.1
(x) "Voting Stock" shall mean then outstanding securities of a company entitled to vote generally in the election of directors.
ARTICLE 3
Termination Following a Change in Control
3.1 In the event an Employer terminates the Participant's employment during the Protection Period, the Participant will be entitled to the severance compensation provided by Article 4; provided, however, that the Participant shall not be entitled to the severance compensation provided by Article 4 hereof only upon the occurrence of one or more of the following events:
(a) the Participant's death occurring prior to termination of his/her employment;
(b) prior to the termination of his/her employment, the Participant becomes permanently disabled within the meaning of the long-term disability plan in effect for, or applicable to, the Participant; or
(c) Cause.
3.2 The Participant may terminate employment with an Employer during the Protection Period with the right to severance benefits as provided in Article 4 upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including without limitation other employment):
(a) A significant adverse change in the nature or scope of the authority, powers, functions, responsibilities or duties attached to the position with an Employer that the Participant held immediately prior to the Effective Date;
(b) A change in compensation reasonably likely to yield a reduction in the aggregate of the Participant's Base Salary and incentive pay received from an Employer;
(c) A reduction in the Participant's Base Salary;
(d) The termination, suspension, or denial of the Participant's rights to Employee Benefits or a material reduction in the aggregate value thereof, which situation is not remedied within 30 calendar days after written notice to the Corporation from the Participant;
(e) A determination by the Participant (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Corporation by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Participant was responsible immediately prior to the Change in Control, which has rendered the Participant substantially unable to carry out, has substantially hindered Participant's performance of, or has caused Participant to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Participant immediately prior to the Effective Date, which situation is not remedied within 10 calendar days after written notice to the Corporation from the Participant of such determination;
(f) The liquidation, dissolution, merger, consolidation or reorganization of the Employer by which Participant is employed where the surviving entity is not an affiliate of National City Corporation or transfer of all or substantially all of its business and/or assets to an entity that is not an affiliate of National City Corporation; or
(g) The Employer of the Participant requires the Participant to have his principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the Change in Control, or requires the Participant to travel away from his office in the course of discharging his responsibilities or duties hereunder more than the greater of forty-eight additional days per year or 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison) than was required of Participant in any of the three full years immediately prior to the Change in Control without, in either case, his prior written consent.
3.3 A termination by an Employer pursuant to Section 3.1 or by the Participant pursuant to Section 3.2 will not affect any rights which the Participant may have pursuant to any agreement, policy, plan, program or arrangement of the Employer providing Employee Benefits, which rights shall be governed by the terms thereof.
ARTICLE 4
Severance Compensation
4.1 If an Employer terminates the Participant's employment during the Protection Period other than pursuant to Section 3.1(a), 3.1(b) or 3.1(c), or if the Participant terminates his employment pursuant to Section 3.2, the Corporation will pay to the Participant the following amounts after the date (the "Termination Date") that the Participant's employment is terminated (the effective date of which shall be the date of termination) and continue to provide to the Participant the following benefits:
(a) semi-monthly payments of an amount equal to the quotient produced by adding Base Salary and Incentive Pay divided by twenty-four during the Continuation Period.
(b) (A) for the Continuation Period, the Corporation will arrange to
provide the Participant welfare benefits that are substantially similar to those
which the Participant was receiving or entitled to receive immediately prior to
the Termination Date, and (B) such Continuation Period will be considered
service with the Corporation, utilizing the amount of Base Salary and Incentive
Pay for the purpose of determining service credits and benefits due and payable
to the Participant under the Corporation's retirement income, supplemental
executive retirement and other benefit plans of the Corporation applicable to
the Participant, his dependents or his beneficiaries immediately prior to the
Implementation Date. If and to the extent that any benefit described in clauses
(A) and (B) of this Section 4.1(b) is not or cannot be paid or provided under
any policy, plan, program or arrangement of an Employer, as the case may be,
then the Corporation will itself pay or provide for the payment to the
Participant, his dependents and beneficiaries, of such benefits. Without
otherwise limiting the purposes or effect of Article 6, welfare benefits
otherwise receivable by the Participant pursuant to the clause (A) of this
Section 4.1(b) may be reduced to the extent comparable welfare benefits are
actually received by the Participant from another employer during the Continuation Period, and any such benefits received by the Participant shall be reported by the Participant to the Corporation.
4.2 Notwithstanding anything in Section 4.1 to the contrary, for any Participant who is a Specified Employee, any severance payment which would have otherwise been paid to such Participant under Section 4.1 shall be delayed until such a date which is six (6) months following his termination. The determination of the Corporation's Specified Employees shall be made as of each December 31st (the "identification date") and shall be applicable for the 12-month period commencing April 1st following that identification date. In the event that any payment or payments under this Plan are delayed as a result of the application of this Section 4.2, such delayed payments shall be credited with interest at the rate equal to the yield on the United States Treasury 6-month Treasury Bill determined as of the Participant's Termination Date.
4.3 There will be no right of set-off or counterclaim in respect of any claim,
debt or obligation against any payment to or benefit for the Participant
provided for in this Plan, except as expressly provided in the last sentence of
Section 4.1(b).
4.4 Without limiting the rights of the Participant at law or in equity, if the Corporation fails to make any payment or provide any benefit required to be made or provided under the Plan on a timely basis, the Corporation will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.
ARTICLE 5
Claims Procedures
5.1 If after a Change in Control, the Corporation fails to pay any of the severance compensation identified in Article 4 of this Plan, a Participant may make a claim for severance benefits under this Plan by submitting a written request to the Committee on the form supplied for this purpose.
5.2 The Committee or its designee(s) will review the claim and either approve the severance compensation identified in Article 4 of this Plan or provide notice that the claim has been denied. The Committee or its designee(s) will review each claim within 90 days of the Committee's receipt of such claim. The Committee or its designee(s) shall notify the Participant in writing of any claims or portions of claims that have been denied within 30 days of the Committee's determination. If a notice of denial is not received by a Participant within the lesser of (a) 120 days of the Committee's receipt of the claim or
(b) within 30 days of the Committee's or its designee(s)'s making its determination with respect to the Participant's claim, the claim shall be deemed to have been approved.
5.3 If a claim or a portion of a claim is denied, the Committee's or its designee(s)'s notice of denial shall include:
(a) reason or reasons for the denial,
(b) specific reference to documents, if any, that outline the reason for the denial, and
(c) an explanation of the claim review process.
5.4 A Participant may appeal the Committee's or its designee(s)'s determination
made pursuant to Section 5.2 above by providing notice of appeal to the
Committee within 60 days of receiving the claim denial notice described in
Section 5.3 of this Plan. This appeal should include all information and
documentation that supports the claim.
5.5 The Committee shall review the appeal within 90 days of its receipt of the notice of appeal. The Committee shall give notice to the Participant within 30 days of its final review of the appeal of its determination. The notice shall set forth the results of the appeal and the reasons for such determination.
5.6 It is the intent of the Corporation that the Participants not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of Participants' rights under this Plan by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Participant(s). Accordingly, if it should appear to the Participant(s) that the Corporation has failed to comply with any of its obligations under this Plan or in the event that the Corporation or any other person takes or threatens to take any action or proceeding designed to deny, or to recover from, any or all Participants the benefits provided or intended to be provided to the Participant(s) hereunder, the Participant(s) may from time to time retain counsel of Participant(s)'s choice. If the Participant(s) prevails, in whole or part, in connection with any of the foregoing, the Corporation will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Participant(s) in connection with the foregoing
ARTICLE 6
No Mitigation Obligation
The Corporation hereby acknowledges that it may be difficult or impossible
(a) for a Participant to find reasonably comparable employment following the
Termination Date, and (b) to measure the amount of damages which Participant may
suffer as a result of termination of employment. In addition, the Corporation
acknowledges that its severance pay plans applicable in general to its salaried
employees do not provide for mitigation, offset or reduction of any severance
payment received thereunder. Accordingly, the payment of the severance
compensation by the Corporation to the Participant in accordance with the terms
of this Plan is hereby acknowledged by the
Corporation to be reasonable and will be liquidated damages, and the Participant
will not be required to mitigate the amount of any payment provided for in this
Plan by seeking other employment or otherwise, nor will any profits, income,
earnings or other benefits from any source whatsoever create any mitigation,
offset, reduction or any other obligation on the part of the Participant
hereunder or otherwise, except as expressly provided in the last sentence of
Section 4.1(b).
ARTICLE 7
Employment Rights
Nothing expressed or implied in this Plan will create any right or duty on the part of the Corporation or the Participant to have the Participant remain in the employment of the Corporation or any Subsidiary prior to or following any Change in Control.
ARTICLE 8
Withholding of Taxes
The Corporation may withhold from any amounts payable under this Plan all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any law or government regulation or ruling.
ARTICLE 9
Successors and Binding Plan
This Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and each Participant and his or her beneficiaries, heirs, executors, administrators and legal representatives. The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Corporation to assume and agree to perform under this Plan in the same manner and to the same extent the Corporation would be required to perform if no such succession had taken place. This Plan will be binding upon the Corporation and any successor to the Corporation, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the "Corporation" for the purposes of this Plan), but will not otherwise be assignable, transferable or delegable by the Corporation.
ARTICLE 10
Restrictions on Assignment
The interest of a Participant or his or her beneficiary may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person to whom such benefits or funds are payable, nor shall they be subject to garnishment, attachment, or other legal or equitable process nor shall they be an asset in bankruptcy.
ARTICLE 11
Notices
For all purposes of this Plan, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or
five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express, UPS, or Purolator, addressed to the Corporation (to the attention of the Secretary of the Corporation) at its principal Participant office and to the Participant at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.
ARTICLE 12
Governing Law
The validity, interpretation, construction and performance of this Plan will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State.
ARTICLE 13
Validity
If any provision of this Plan or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Plan and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.
ARTICLE 14
Administration
Except as herein provided, this Plan shall be administered by the Committee. The Committee shall have full power and authority to interpret, construe and administer this Plan and its interpretations and construction hereof, and actions hereunder, including the timing, form, amount or recipient of any payment to be made hereunder, shall be binding and conclusive on all persons for all purposes.
The Committee may name assistants who may be, but need not be, members of the Committee. Such assistants shall serve at the pleasure of the Committee, and shall perform such functions as are provided for herein and such other functions and/or responsibilities as be assigned or delegated from time to time by the Committee.
No member of the Committee or any assistant shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own willful misconduct or lack of good faith.
ARTICLE 15
Amendment and Discontinuance
The Corporation expects to continue this Plan indefinitely, but reserves the right, by action of the Committee, to amend it from time to time, or to discontinue it if such a change is deemed necessary or desirable. This Plan shall not, however, be amended, modified or discontinued after the Effective Date until the later of the end of the Protection Period or such time as all claims payable hereunder have been fully discharged.
Executed as of this __ day of ______________ , 2006 at Cleveland, Ohio but effective as of January 1, 2005.
NATIONAL CITY CORPORATION
Exhibit 10.48
AMENDMENT TO AGREEMENT NOT TO COMPETE
BETWEEN NATIONAL CITY CORPORATION
AND [EXECUTIVE]
This Amendment to the Agreement Not To Compete by and between National City Corporation, a Delaware corporation ("National City") and [Executive, Title] of National City ("Executive") is entered into this ___ day of __________, 2006.
WHEREAS, National City and Executive previously entered into an Agreement Not To Compete (the "Agreement") under which National City agreed to make certain payments to Executive in exchange for Executive agreeing to refrain from engaging in certain activities following Executive's termination of employment with National City; and
WHEREAS, both National City and Executive desire that the terms of the Agreement be interpreted and that all payments under the Agreement be made in accordance with the requirements of Section 409A of the Internal Revenue Code;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the parties hereby amend the Agreement, effective January 1, 2005 as follows:
1. Subsection (g) of Section 1 of the Agreement is hereby amended to read as follows:
"(g) 'Termination Date' means the Executive's last day worked, excluding any services provided by the Executive solely as a member of National City's board of directors)."
2. In all other respects the Agreement shall remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written, but effective January 1, 2005.
EXECUTIVE NATIONAL CITY By: ------------------------------------- ------------------------------------ [Executive] ------------------------------------ |
(a) | Account means the account described in section 4; | ||
(b) | Award means the amount defined in section 3; | ||
(c) | Board means the Board of Directors of the Corporation; | ||
(d) | Committee means the Compensation and Organization Committee of the Board, or another committee appointed by the Board to serve as the administering committee of this Plan; | ||
(e) | Covered Executive means any individual who is, or is determined by the Committee to be likely to become a covered employee within the meaning of Section 162(m) of the Internal Revenue Code; | ||
(f) | Crediting Date means the last business day of each calendar month or such other date or dates as determined by the Plan Administrator so long as there is no less than one Crediting Date each calendar year; | ||
(g) | Deferred Compensation Plan means the National City Deferred Compensation Plan (As Amended and Restated Effective July 23, 2002) and as amended from time to time, and any successor plan; | ||
(h) | Effective Date means December 1, 2003; | ||
(i) | Employee means an employee of an Employer who is identified as an employee of the Employer in the human resource records of the Employer; | ||
(j) | Employer means the Corporation and any of its Subsidiaries; | ||
(k) | Employment means employment with an Employer; | ||
(l) | Evaluation Date means the last day of the Plan Year; | ||
(m) | Internal Revenue Code means the Internal Revenue Code of 1986, as amended from time to time; | ||
(n) | Investment Option means any arrangement deemed suitable by the Plan Administrator from time to time for the purpose of providing an investment credit on amounts deferred to the Participants Account; | ||
(o) | Payment Date means any day within thirty (30) days following an Evaluation Date a Participant receives a distribution; |
(p) | Plan Administrator means a committee consisting of the Corporate Human Resources Director, the Corporate Director of Benefits, and the Corporate Director of Compensation, or such other similar group as established by the Committee from time to time; | ||
(q) | Plan Year means the calendar year; the first Plan Year is 2003; | ||
(r) | Retirement Eligible Employee means being either (i) age 55 or older with 10 years of service or (ii) age 65 or older with at least 5 years of service on the Employees Termination Date; | ||
(s) | Sub-Account means the sub-accounts described in section 4; | ||
(t) | Subsidiaries means those entities in which the Corporation directly or indirectly owns 50% or more of the voting equity securities; | ||
(u) | Termination Date means the later of (i) the individuals last day worked or (ii) the last day an individual receives a salary payment either for services rendered or as salary continuation. |
4.2 | (ALLOCATIONS; TRANSFERS OF ACCUMULATED AMOUNTS) Participant may allocate and/or reallocate his accumulated Account among the |
Investment Options only during times approved by the Plan Administrator and using forms and procedures established from time to time by the Plan Administrator for such purpose. Any allocations or changes Participant makes shall become effective on the next Crediting Date following the Plan Administrators acceptance of the Participants reallocation election. The Participants selection of Investment Options shall be made in increments of one percent (1%) of the Participants total Account under the Plan. The Participant (or beneficiary if the Participant is deceased) may request a change in his Investment Option choice by filing such request with the Plan Administrator. |
(i) | Termination Distribution. If Participant is not a Retirement Eligible Employee, he shall have his Account balance valued as of the Evaluation Date first following his Termination Date. Such balance shall be distributed in a lump sum on the Payment Date first following such Evaluation Date. | ||
(ii) | Retiree Distribution. If Participant is a Retirement Eligible Employee he may elect to have his Account paid either in a lump-sum as provided in section (i) above, or having an accumulated Account of at least the Minimum Installment Amount, in annual installments over a period of 10 years. The amount of the first annual distribution shall be based on the Account balance as determined on the last Evaluation Date in the Plan Year in which the Participants Termination Date occurs. The first distribution shall be made on the Payment Date next following such Evaluation Date. If the Participants Account, determined as of the first Evaluation Date following Participants Termination Date, is equal to or less than an amount established by the Plan Administrator from time to time (the Minimum Installment Amount), such amount shall be distributed according to section (i) above. |
(1) | To value Participants Accounts. | ||
(2) | To distribute Participants Accounts. | ||
(3) | To establish and change Investment Options. | ||
(4) | To appoint or employ one or more persons to assist in the administration of the Plan. Such assistants shall serve at the pleasure of the Plan Administrator, and shall perform such functions as may be assigned by the Plan Administrator. | ||
(5) | To adopt such rules as it deems appropriate for the administration of the Plan. | ||
(6) | To establish procedures to be followed by Participant. | ||
(7) | To prepare and distribute information relating to the Plan. | ||
(8) | To request from Employers and Participant such information as shall be necessary for proper administration of the Plan. | ||
(9) | To transfer the Participants Plan Account balances into another Employer deferred compensation plan and discontinue the Plan if the Plan Administrator deems such a change desirable. |
NATIONAL CITY CORPORATION
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By:
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Shelley J. Siefert
Executive Vice President, Corporate Human Resources |
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By:
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Daniel J. Frate, Participant |
Date: May 9, 2006 | ||||
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By:
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/s/ David A. Daberko
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Chairman and Chief Executive Officer |
Date: May 9, 2006 | ||||
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By:
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/s/ Jeffrey D. Kelly
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Vice Chairman and Chief Financial Officer |
Date: May 9, 2006 | ||||
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By:
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/s/ David A Daberko
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Chairman and Chief Executive Officer |
Date: May 9, 2006 | ||||
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By:
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/s/ Jeffrey D. Kelly
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Vice Chairman and Chief Financial Officer |