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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

(Exact name of registrant as specified in its charter)

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
(Registrant’s 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).

Large accelerated filer      þ                           Accelerated filer o                       Non-accelerated filer       o

     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 issuer’s 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

 
 


Table of Contents

(NATIONAL CITY CORPORATION LOGO)
Quarter Ended March 31, 2006
Financial Report
and Form 10-Q

1


 

FINANCIAL REPORT AND FORM 10-Q
QUARTER ENDED MARCH 31, 2006
     All reports filed electronically by National City Corporation (National City or the Corporation) with the United States Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current event reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost on the Corporation’s Web site at NationalCity.com. These filings are also accessible on the SEC’s Web site at www.sec.gov.
TABLE OF CONTENTS
         
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Item 3. Defaults Upon Senior Securities (None)
       
Item 4. Submission of Matters to a Vote of Security Holders (None)
       
Item 5. Other Information (None)
       
    77  
 
    82  
  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

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PART I — FINANCIAL INFORMATION
FINANCIAL HIGHLIGHTS
                 
(Dollars In Thousands, Except Per Share Amounts)   2006   2005
 
For the Three Months Ended March 31
               
Tax-equivalent net interest income
  $ 1,183,780     $ 1,156,937  
Provision for credit losses
    27,043       70,447  
Noninterest income
    655,647       799,608  
Noninterest expense
    1,142,312       1,144,766  
Income tax expense and tax-equivalent adjustment
    211,265       257,190  
 
Net income
  $ 458,807     $ 484,142  
 
Net income per common share
               
Basic
  $ .75     $ .75  
Diluted
    .74       .74  
Dividends paid per common share
    .37       .35  
Return on average common equity
    14.91 %     15.35 %
Return on average assets
    1.33       1.42  
Net interest margin
    3.81       3.78  
Efficiency ratio
    62.50       58.94  
Average equity to average assets
    8.94       9.23  
Annualized net charge-offs to average portfolio loans
    .46       .35  
Average shares
               
Basic
    611,910,838       643,004,817  
Diluted
    619,697,278       652,487,487  
 
At March 31
               
Assets
  $ 140,231,011     $ 140,982,293  
Portfolio loans
    102,269,388       102,932,406  
Loans held for sale or securitization
    11,778,997       11,638,968  
Securities, at fair value
    7,609,199       8,085,276  
Deposits
    81,416,619       80,689,736  
Stockholders’ equity
    12,622,938       12,643,489  
 
               
Book value per common share
  $ 20.69     $ 19.82  
Market value per common share
    34.90       33.50  
Equity to assets
    9.00 %     8.97 %
Allowance for loan losses as a percentage of period-end portfolio loans
    .98       1.15  
Nonperforming assets to period-end portfolio loans and other nonperforming assets
    .63       .56  
 
               
Common shares outstanding
    609,991,042       637,771,299  
Full-time equivalent employees
    33,848       35,108  
 

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ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME
                 
    For the Three Months Ended
(Dollars in Thousands, Except Per Share Amounts)   2006   2005
 
Interest Income
               
Loans
  $ 2,010,826     $ 1,619,969  
Securities:
               
Taxable
    89,988       89,776  
Exempt from Federal income taxes
    6,857       8,389  
Dividends
    1,351       1,577  
Federal funds sold and security resale agreements
    3,994       2,054  
Other investments
    32,064       22,151  
 
Total interest income
    2,145,080       1,743,916  
Interest Expense
               
Deposits
    537,053       312,702  
Federal funds borrowed and security repurchase agreements
    59,207       37,654  
Borrowed funds
    22,500       6,498  
Long-term debt and capital securities
    350,025       237,088  
 
Total interest expense
    968,785       593,942  
 
Net Interest Income
    1,176,295       1,149,974  
Provision for Credit Losses
    27,043       70,447  
 
Net interest income after provision for credit losses
    1,149,252       1,079,527  
Noninterest Income
               
Loan sale revenue
    144,096       198,851  
Loan servicing revenue
    (44,053 )     113,659  
Deposit service charges
    183,476       160,829  
Trust and investment management fees
    73,055       73,087  
Leasing revenue
    60,166       74,071  
Card-related fees
    35,492       25,752  
Brokerage revenue
    33,565       39,418  
Other
    158,134       99,688  
 
Total fees and other income
    643,931       785,355  
Securities gains, net
    11,716       14,253  
 
Total noninterest income
    655,647       799,608  
Noninterest Expense
               
Salaries, benefits, and other personnel
    640,639       611,465  
Equipment
    78,798       75,990  
Net occupancy
    73,490       100,630  
Third-party services
    78,790       75,049  
Leasing expense
    43,105       56,575  
Marketing and public relations
    28,268       28,189  
Card processing
    6,686       4,847  
Other
    192,536       192,021  
 
Total noninterest expense
    1,142,312       1,144,766  
 
Income before income tax expense
    662,587       734,369  
Income tax expense
    203,780       250,227  
 
Net Income
  $ 458,807     $ 484,142  
 
Net Income Per Common Share
               
Basic
  $ .75     $ .75  
Diluted
    .74       .74  
Average Common Shares Outstanding
               
Basic
    611,910,838       643,004,817  
Diluted
    619,697,278       652,487,487  
Dividend declared per common share
  $ .37     $ .35  
 
See Notes to Consolidated Financial Statements

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CONSOLIDATED BALANCE SHEETS
                         
    March 31   December 31   March 31
(Dollars in Thousands, Except Per Share Amounts)   2006   2005   2005
 
Assets
                       
Cash and demand balances due from banks
  $ 3,288,577     $ 3,707,665     $ 3,651,704  
Federal funds sold and security resale agreements
    472,356       301,260       191,985  
Securities available for sale, at fair value
    7,609,199       7,874,628       8,085,276  
Other investments
    2,218,936       2,108,622       1,818,145  
Loans held for sale or securitization:
                       
Commercial
    66,298       10,784       9,000  
Commercial real estate
    186,951       35,306       741,175  
Residential real estate
    8,709,827       9,192,282       10,888,793  
Home equity lines of credit
    2,810,156              
Credit card
          425,000        
Student loans
    5,765       3,758        
 
Total loans held for sale or securitization
    11,778,997       9,667,130       11,638,968  
Portfolio loans:
                       
Commercial
    28,147,700       27,571,913       26,382,505  
Commercial construction
    3,434,287       3,366,774       2,921,411  
Commercial real estate
    11,969,954       12,407,576       11,931,676  
Residential real estate
    32,589,900       32,822,947       30,984,625  
Home equity lines of credit
    17,599,150       21,438,690       20,130,281  
Credit card and other unsecured lines of credit
    2,453,129       2,611,679       2,293,615  
Other consumer
    6,075,268       5,819,144       8,288,293  
 
Total portfolio loans
    102,269,388       106,038,723       102,932,406  
Allowance for loan losses
    (1,001,324 )     (1,094,047 )     (1,178,824 )
 
Net portfolio loans
    101,268,064       104,944,676       101,753,582  
Properties and equipment
    1,300,488       1,328,903       1,275,620  
Equipment leased to others
    706,779       696,327       961,814  
Other real estate owned
    151,376       97,008       90,062  
Mortgage servicing rights
    2,361,617       2,115,715       1,787,344  
Goodwill
    3,304,999       3,313,109       3,298,052  
Other intangible assets
    155,286       168,353       198,459  
Derivative assets
    642,234       772,918       910,956  
Accrued income and other assets
    4,972,103       5,300,800       5,320,326  
 
Total Assets
  $ 140,231,011     $ 142,397,114     $ 140,982,293  
 
Liabilities
                       
Deposits:
                       
Noninterest bearing
  $ 17,186,781     $ 17,429,227     $ 19,200,996  
NOW and money market
    29,538,292       28,304,007       29,081,000  
Savings
    2,105,325       2,147,022       2,459,455  
Consumer time
    21,053,803       20,527,784       17,594,106  
Other
    6,061,923       6,734,915       5,019,009  
Foreign
    5,470,495       8,843,036       7,335,170  
 
Total deposits
    81,416,619       83,985,991       80,689,736  
Federal funds borrowed and security repurchase agreements
    5,236,545       6,499,254       7,610,530  
Borrowed funds
    2,461,246       3,517,537       1,796,793  
Long-term debt
    33,305,822       30,496,093       32,912,698  
Junior subordinated debentures owed to unconsolidated subsidiary trusts
    342,864       473,523       599,885  
Derivative liabilities
    1,004,762       738,343       841,483  
Accrued expenses and other liabilities
    3,840,215       4,073,502       3,887,679  
 
Total Liabilities
  $ 127,608,073     $ 129,784,243     $ 128,338,804  
 
Stockholders’ Equity
                       
Preferred stock
  $     $     $  
Common stock
    2,439,965       2,460,191       2,551,086  
Capital surplus
    3,709,927       3,681,603       3,682,830  
Retained earnings
    6,522,324       6,459,212       6,362,731  
Accumulated other comprehensive (loss) income
    (49,278 )     11,865       46,842  
 
Total Stockholders’ Equity
    12,622,938       12,612,871       12,643,489  
 
Total Liabilities and Stockholders’ Equity
  $ 140,231,011     $ 142,397,114     $ 140,982,293  
 
See Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    For the Three Months Ended
(In Thousands)   2006   2005
 
Operating Activities
               
Net income
  $ 458,807     $ 484,142  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for credit losses
    27,043       70,447  
Depreciation and amortization of properties and equipment and equipment leased to others
    103,691       113,758  
Amortization (accretion) on securities, loans, deposits, and debt obligations
    21,925       (39,859 )
MSR fair value changes, amortization, and impairment charges and recoveries
    (100,292 )     (130,283 )
Amortization of intangible assets and other servicing assets
    23,272       26,941  
Derivative losses (gains), net
    310,263       (150,049 )
Securities gains, net
    (11,716 )     (14,253 )
Gains on loans sold or securitized, net
    (93,936 )     (69,770 )
Other (gains) losses, net
    (10,546 )     123,099  
Originations and purchases of loans held for sale or securitization
    (12,649,954 )     (18,413,531 )
Principal payments on and proceeds from sales of loans held for sale
    14,546,668       19,308,703  
Net change in trading assets and liabilities
    142,435       (78,479 )
Excess tax benefit for share based payments
    (7,079 )      
Decrease in accrued interest receivable
    113,356       2,548  
Increase in accrued interest payable
    7,258       22,132  
Other operating activities, net
    8,244       266,699  
 
Net cash provided by operating activities
    2,889,439       1,522,245  
 
Lending and Investing Activities
               
Net increase in federal funds sold, security resale agreements, and other investments
    (306,118 )     (86,342 )
Purchases of available-for-sale securities
    (565,115 )     (585,577 )
Proceeds from sales of available-for-sale securities
    455,695       657,675  
Proceeds from maturities, calls, and prepayments of available-for-sale securities
    310,240       498,728  
Net increase in loans
    (1,073,293 )     (2,444,319 )
Proceeds from sales of loans
    94,431       77,305  
Proceeds from securitizations of loans
    425,000       20,567  
Net increase in properties and equipment and equipment leased to others
    (84,459 )     (30,768 )
Net cash paid for acquisitions
          (319,056 )
 
Net cash used in lending and investing activities
    (743,619 )     (2,211,787 )
 
Deposit and Financing Activities
               
Net decrease in deposits
    (2,542,080 )     (5,290,424 )
Net (decrease) increase in federal funds borrowed and security repurchase agreements
    (1,262,709 )     1,718,102  
Net decrease in borrowed funds
    (1,168,448 )     (319,276 )
Repayments of long-term debt
    (3,053,267 )     (1,902,015 )
Proceeds from issuances of long-term debt, net
    5,859,000       6,885,642  
Dividends paid
    (230,188 )     (228,783 )
Issuances of common stock
    81,821       139,948  
Repurchases of common stock
    (256,116 )     (493,988 )
Excess tax benefit for share based payments
    7,079        
 
Net cash (used in) provided by deposit and financing activities
    (2,564,908 )     509,206  
 
Net decrease in cash and demand balances due from banks
    (419,088 )     (180,336 )
Cash and demand balances due from banks, January 1
    3,707,665       3,832,040  
 
Cash and Demand Balances Due from Banks, March 31
  $ 3,288,577     $ 3,651,704  
 
Supplemental Information
               
Cash paid (received) for:
               
Interest
  $ 961,527     $ 571,810  
Income taxes
    (7,912 )     327,738  
Noncash items:
               
Transfers of loans to other real estate
    109,543       83,630  
Transfers of loans to held for sale
    4,467,923        
 
See Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
                                                 
                                    Accumulated    
                                    Other    
    Preferred   Common   Capital   Retained   Comprehensive    
(Dollars in Thousands, Except Per Share Amounts)   Stock   Stock   Surplus   Earnings   Income (Loss)   Total
 
Balance, January 1, 2005
  $     $ 2,586,999     $ 3,647,711     $ 6,468,231     $ 100,588     $ 12,803,529  
Comprehensive income:
                                               
Net income
                            484,142               484,142  
Other comprehensive income, net of tax:
                                               
Change in unrealized gains and losses on securities, net of reclassification adjustment for net gains included in net income
                                    (84,395 )     (84,395 )
Change in unrealized gains and losses on derivative instruments used in cash flow hedging relationships, net of reclassification adjustment for net losses included in net income
                                    30,649       30,649  
 
                                               
Total comprehensive income
                                            430,396  
Common dividends declared, $.35 per share
                            (228,390 )             (228,390 )
Preferred dividends declared, $5.59 per share
                            (393 )             (393 )
Issuance of 1,045,174 common shares under stock-based compensation plans
            4,576       30,414                       34,990  
Issuance of 3,801,903 common shares pursuant to exercise of PRIDES forward contracts
            15,208       82,137                       97,345  
Repurchase of 13,924,300 common shares
            (55,697 )     (77,432 )     (360,859 )             (493,988 )
 
Balance, March 31, 2005
  $     $ 2,551,086     $ 3,682,830     $ 6,362,731     $ 46,842     $ 12,643,489  
 
 
                                               
Balance, January 1, 2006
  $     $ 2,460,191     $ 3,681,603     $ 6,459,212     $ 11,865     $ 12,612,871  
Comprehensive income:
                                               
Net income
                            458,807               458,807  
Other comprehensive income, net of tax:
                                               
Change in unrealized gains and losses on securities, net of reclassification adjustment for net gains included in net income
                                    (52,777 )     (52,777 )
Change in unrealized gains and losses on derivative instruments used in cash flow hedging relationships, net of reclassification adjustment for net losses included in net income
                                    (8,366 )     (8,366 )
 
                                               
Total comprehensive income
                                            397,664  
Cumulative effect of change in accounting for mortgage servicing assets
                            16,886               16,886  
Common dividends declared, $.37 per share
                            (229,773 )             (229,773 )
Preferred dividends declared, $5.91 per share
                            (415 )             (415 )
Issuance of 2,453,779 common shares under stock-based compensation plans
            9,815       72,006                       81,821  
Repurchase of 7,510,400 common shares
            (30,041 )     (43,682 )     (182,393 )             (256,116 )
 
Balance, March 31, 2006
  $     $ 2,439,965     $ 3,709,927     $ 6,522,324     $ (49,278 )   $ 12,622,938  
 
See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NATURE OF OPERATIONS
National City Corporation (National City or the Corporation) is a financial holding company headquartered in Cleveland, Ohio. National City operates through an extensive branch bank network in Ohio, Illinois, Indiana, Kentucky, Michigan, Missouri, and Pennsylvania, and also conducts selected consumer lending businesses and other financial services on a nationwide basis. Primary businesses include commercial and retail banking, mortgage financing and servicing, consumer finance, and asset management.
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of the Corporation and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain prior period amounts have been reclassified to conform with the current period presentation.
Consolidation: Accounting Research Bulletin 51 (ARB 51), Consolidated Financial Statements, requires a company’s consolidated financial statements include subsidiaries in which the company has a controlling financial interest. This requirement usually has been applied to subsidiaries in which a company has a majority voting interest. Investments in companies in which the Corporation controls operating and financing decisions (principally defined as owning a voting or economic interest greater than 50%) are consolidated. Investments in companies in which the Corporation has significant influence over operating and financing decisions (principally defined as owning a voting or economic interest of 20% to 50%) and limited partnership investments are generally accounted for by the equity method of accounting. These investments are principally included in other assets, and National City’s proportionate share of income or loss is included in other noninterest income.
The voting interest approach defined in ARB 51 is not applicable in identifying controlling financial interests in entities that are not controllable through voting interests or in which the equity investors do not bear the residual economic risks. In such instances, Financial Accounting Standards Board Interpretation 46 (FIN 46), Consolidation of Variable Interest Entities (VIE), provides guidance on when a company should include in its financial statements the assets, liabilities, and activities of another entity. In general, a VIE is a corporation, partnership, trust, or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss from the VIE’s activities or entitles it to receive a majority of the entity’s residual returns or both. A company that consolidates a VIE is called the primary beneficiary of that entity. The Corporation’s consolidated financial statements include the assets, liabilities and activities of VIEs for which it is deemed to be the primary beneficiary.
The Corporation uses special-purpose entities (SPEs), primarily securitization trusts, to diversify its funding sources. SPEs are not operating entities, generally have no employees, and usually have a limited life. The basic SPE structure involves the Corporation transferring assets to the SPE. The SPE funds the purchase of those assets by issuing asset-backed securities to investors. The legal documents governing the SPE describe how the cash received on the assets held in the SPE must be allocated to the investors and other parties that have rights to these cash flows. National City structures these SPEs to be bankruptcy remote, thereby insulating investors from the impact of the creditors of other entities, including the transferor of the assets.
Where the Corporation is a transferor of assets to an SPE, the assets sold to the SPE generally are no longer recorded on the balance sheet and the SPE is not consolidated when the SPE is a qualifying special-purpose entity (QSPE). Statement of Financial Accounting Standards (SFAS) 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, provides specific criteria for determining when an SPE meets the definition of a QSPE. In determining whether to consolidate non-qualifying SPEs where assets are legally isolated from National City’s creditors, the Corporation considers such factors as the amount of third-party equity, the retention of risks and rewards, and the extent of control available to third parties. The Corporation currently services certain credit card receivables, automobile loans, and home equity loans and lines that were sold to various securitization trusts. Further discussion regarding these securitization trusts is included in Note 5.
Use of Estimates: The accounting and reporting policies of National City conform with U.S. generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Actual realized amounts could differ materially from those estimates. These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and serve to update National City’s 2005 Annual Report on Form 10-K (Form 10-K). These financial statements may not include all information and notes necessary to constitute a complete set of financial statements under GAAP applicable to annual periods and accordingly should be read in conjunction with the financial information contained in the Form 10-K. Management believes these unaudited consolidated financial statements reflect all adjustments of a normal recurring nature which are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.

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Statement of Cash Flows: Cash and demand balances due from banks are considered “cash and cash equivalents” for financial reporting purposes.
Business Combinations: Business combinations are accounted for under the purchase method of accounting. Under the purchase method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of acquisition with any excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired recorded as goodwill. Results of operations of the acquired business are included in the income statement from the date of acquisition. Refer to Note 3 for further discussion.
Loans and Leases: Loans that the Corporation has both the intent and ability to hold until maturity or payoff are classified in the balance sheet as portfolio loans. Portfolio loans are carried at the principal amount outstanding net of unearned income, unamortized premiums or discounts, deferred loan fees and costs, and acquisition fair value adjustments, if any. Loans that the Corporation has the intent and ability to sell or securitize are classified as held for sale or securitization . Loans held for sale or securitization are carried at the lower of the carrying amount or fair value applied on an aggregate basis. Fair value is measured based on purchase commitments, bids received from potential purchasers, quoted prices for the same or similar loans, or prices of recent sales or securitizations.
When a decision is made to sell or securitize a loan that was not originated or initially acquired with the intent to sell or securitize, the loan is reclassified from portfolio into held for sale or securitization. Such reclassifications may occur, and have occurred in the past, due to a change in strategy in managing the liquidity of the balance sheet, a strategic decision to exit a business line, the maturity of an existing securitization structure, or favorable terms offered in securitization markets. See Note 5 for further information on recent securitization activities.
All conforming residential mortgage loans, and a majority of nonconforming residential mortgage loans, are typically classified as held for sale upon origination based on management’s intent and ability sell these loans. In the first quarter of 2006, management reclassified certain home equity loans and lines of credit into held for sale based on a change in management’s intent and ability to sell or securitize these loans. Fair value was determined to be in excess of the carrying value for this portfolio based on observable market data for pools of similar loans.
Interest income is recognized utilizing the interest method. Loan origination fees, certain direct origination costs, and unearned discounts are deferred and amortized into interest income utilizing the interest method to achieve a level effective yield over the term of the loan. Loan commitment fees are generally deferred and amortized into fee income on a straight-line basis over the commitment period. Other credit-related fees, including letter and line of credit fees and loan syndication fees, are recognized as fee income when earned.
Leases are classified as either direct financing leases or operating leases, based on the terms of the lease arrangement. To be classified as a direct financing lease, the lease must have at least one of the following four characteristics: 1) the lease transfers ownership of the property to the lessee by the end of the lease term, 2) the lease contains a bargain purchase option, 3) the lease term is equal to 75% or more of the estimated economic life of the leased property, or 4) the present value of the lease payments and the guaranteed residual value are at least 90% of the cost of the leased property. Leases that do not meet any of these four criteria are classified as operating leases and reported as equipment leased to others on the balance sheet.
Income on operating leases is recognized on a straight-line basis over the lease term. Income on direct financing leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment. Income on leveraged leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment in the lease, net of the related deferred tax liability, in the years in which the net investment is positive.
At the inception of a lease, residual value is determined based on the estimated fair market value of the asset at the end of the original lease term. For automobile leases, fair value is based upon published industry market guides. For commercial equipment leases, fair value may be based upon observable market prices, third party valuations, or prices received on sales of similar assets at the end of the lease term. Renewal options and extensions are not considered in the original lease term due to the absence of penalties for nonrenewal.
Residual values on automobiles and certain types of commercial equipment are guaranteed by third parties. Although these guarantees of residual value are not considered in determining the initial accounting for these leases, the guarantees can affect the future accounting for the value of the residuals. Residual values on commercial equipment not protected by a guarantee are reviewed quarterly for other-than-temporary impairment. Impairment is assessed by comparing the carrying value of the leased asset’s residual value to both current and end of lease term market values. Where this analysis indicates that an other-than-temporary impairment has occurred, the carrying value of the lease residual is reduced to the estimated fair value, with the write-down generally recognized in other noninterest expense in the income statement.

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Commercial loans and leases and loans secured by real estate are designated as nonperforming when either principal or interest payments are 90 days or more past due (unless the loan or lease is sufficiently collateralized such that full repayment of both principal and interest is expected and is in the process of collection), terms are renegotiated below market levels, or when an individual analysis of a borrower’s creditworthiness indicates a credit should be placed on nonperforming status. When a loan is placed on nonperforming status, uncollected interest accrued in prior years is charged against the allowance for loan losses, while uncollected interest accrued in the current year is charged against interest income. Interest income during the period the loan is on nonperforming status is recorded on a cash basis after recovery of principal is reasonably assured.
Nonperforming commercial loans and leases and commercial loans secured by real estate are generally charged off to the extent principal and interest due exceed the net realizable value of the collateral, with the charge-off occurring when the loss is reasonably quantifiable but not later than when the loan becomes 180 days past due. Loans secured by residential real estate are generally charged off to the extent principal and interest due exceed 90% of the current appraised value of the collateral and the loan becomes 180 days past due.
Commercial and commercial real estate loans exceeding $3 million are evaluated for impairment in accordance with the provisions of SFAS 114, Accounting by Creditors for Impairment of a Loan, which requires an allowance to be established as a component of the allowance for loan losses when it is probable all amounts due will not be collected pursuant to the contractual terms of the loan and the recorded investment in the loan exceeds its fair value. Fair value is measured using either the present value of expected future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the collateral if the loan is collateral dependent. All loans subject to evaluation and considered impaired are included in nonperforming assets.
Consumer loans are subject to mandatory charge-off at a specified delinquency date and, except for residential real estate loans, are usually not classified as nonperforming prior to being charged off. Closed-end consumer loans, which include installment and student loans and automobile leases, are generally charged off in full no later than when the loan becomes 120 days past due. Installment loans secured by home equity and classified as residential real estate are also subject to this charge-off policy. Open-end, unsecured consumer loans, such as credit card loans, are generally charged off in full no later than when the loan becomes 150 days past due.
The Corporation sells residential and commercial real estate loans to Government National Mortgage Association (GNMA) and Federal National Mortgage Association (FNMA) in the normal course of business. These loan sale programs allow the Corporation to repurchase individual delinquent loans that meet certain criteria. Without the sponsoring entity’s prior authorization, the Corporation has the option to repurchase the delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under SFAS 140, once the Corporation has the unconditional ability to repurchase the delinquent loan, effective control over the loan has been regained. At this point, the Corporation is required to recognize the loan and a related liability on its balance sheet, regardless of the Corporation’s intent to repurchase the loan. At March 31, 2006, residential real estate portfolio loans of $260 million, commercial real estate loans held for sale of $43 million, and other borrowed funds of $303 million were recognized pursuant to these repurchase programs. As of December 31, 2005, and March 31, 2005, residential real estate portfolio loans included $311 million and $207 million, respectively, of loans available for repurchase with the related liability recorded within other borrowed funds.
Allowance for Loan Losses and Allowance for Losses on Lending-Related Commitments: The allowance for loan losses is maintained at a level believed adequate by management to absorb probable losses inherent in the loan portfolio and is based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans and actual loss experience, current economic events in specific industries and geographical areas, including unemployment levels, and other pertinent factors, including regulatory guidance and general economic conditions. Determination of the allowance is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current environmental factors and economic trends, all of which may be susceptible to significant change. Loan losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is recorded based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. Evaluations are conducted at least quarterly and more often if deemed necessary. When loans are identified for sale or securitization, the attributed loan loss allowance is reclassified as a reduction to the carrying value of the loans.
The Corporation maintains an allowance for losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for loan losses, modified to take into account the probability of a drawdown on the commitment. This allowance is reported as a liability on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for these losses is recorded as a component of the provision for credit losses.
Other Real Estate Owned: Other real estate owned (OREO) is comprised principally of commercial and residential real estate properties obtained in partial or total satisfaction of loan obligations, as well as bank premises qualifying as held for sale under SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Effective March 31, 2006, OREO also includes insured loans in foreclosure. OREO obtained in satisfaction of a loan is recorded at the estimated fair value less anticipated selling costs based upon the property’s appraised value at the date of transfer, with any difference between the fair value of the property and the carrying value of the loan charged to the allowance for loan losses. Bank premises are transferred at the lower of carrying value or estimated fair

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value less anticipated selling costs. Subsequent changes in value are reported as adjustments to the carrying amount, not to exceed the initial carrying value of the assets at the time of transfer. Changes in value subsequent to transfer are recorded in noninterest expense on the income statement. Gains or losses not previously recognized resulting from the sale of OREO are recognized in noninterest expense on the date of sale.
Securities: Investments in debt securities and certain equity securities with readily determinable fair values, other than those classified as principal investments or accounted for under the equity method, are accounted for under SFAS 115, Accounting for Certain Investments in Debt and Equity Securities. SFAS 115 requires investments to be classified within one of three categories, trading, held to maturity, or available for sale, based on the type of security and management’s intent with regard to selling the security.
Securities purchased with the intention of realizing short-term profits are considered trading securities, carried at fair value, and are included in other investments on the balance sheet. Realized and unrealized gains and losses are included in securities gains or losses on the statement of income. Interest on trading account securities is recorded in interest income. Loans are classified as trading where positions are bought and sold primarily to make profits on short-term appreciation or for other trading purposes. Trading loans are also included in other investments on the balance sheet and are carried at fair value, with gains and losses included in other noninterest income. See footnote 9 for further information on trading securities.
Debt securities are classified as held to maturity when management has the positive intent and ability to hold the securities to maturity. Securities held to maturity, when present, are carried at amortized cost. National City held no securities classified as held to maturity at March 31, 2006, December 31, 2005, or March 31, 2005.
Debt and marketable equity securities not classified as held to maturity or trading are classified as available for sale. Securities available for sale are carried at fair value with unrealized gains and unrealized losses not deemed other-than-temporary reported in other comprehensive income, net of tax. Realized gains and losses on the sale of and other-than-temporary impairment charges on available-for-sale securities are recorded in securities gains or losses in the statement of income.
Interest and dividends on securities, including amortization of premiums and accretion of discounts using the effective interest method over the period to maturity, are included in interest income. Realized gains and losses on the sale of and other-than-temporary impairment charges on securities are determined using the specific-identification method, except for the Corporation’s former portfolio of bank and thrift common stock investments (bank stock fund). The Corporation utilized the average-cost method to determine realized gains and losses and other-than- temporary impairment charges on bank stock fund investments, consistent with the manner in which the investments in this fund were managed. In the first quarter of 2006, all remaining investments in the bank stock fund were sold. Purchases and sales of securities are recognized on a trade-date basis.
Certain equity security investments that do not have readily determinable fair values and for which the Corporation does not exercise significant influence are carried at cost and classified either within other investments or other assets on the balance sheet depending on the frequency of dividend declarations. Cost method investments classified within other investments, which consist solely of shares of Federal Home Loan Bank and Federal Reserve Bank stock, totaled $505 million, $541 million and $529 million at March 31, 2006, December 31, 2005 and March 31, 2005, respectively. Cost method investments classified within other assets were $292 thousand for these same periods. Cost-method investments are reviewed for impairment at least annually or sooner if events or changes in circumstances indicate the carrying value may not be recoverable.
Principal Investments: Principal investments, which include direct investments in private and public companies and indirect investments in private equity funds, are carried at estimated fair value with changes in fair value recognized in other noninterest income.
Direct investments include equity and mezzanine investments in the form of common stock, preferred stock, limited liability company interests, warrants, and subordinated debt. Direct mezzanine investments in the form of subordinated debt and preferred stock, which earn interest or dividends, are included in other investments on the balance sheet, while the remainder of the direct investments are included in other assets. Indirect investments include ownership interests in private equity funds managed by third-party general partners and are included in other assets on the balance sheet.
The fair values of publicly traded investments are determined using quoted market prices, subject to various discount factors, sales restrictions, and regulation, when appropriate. Investments that are not publicly traded are initially valued at cost, and subsequent adjustments to fair value are estimated in good faith by management. Factors used in determining the fair value of direct investments include consideration of the company’s business model, current and projected financial performance, liquidity, management team, and overall economic and market conditions. Factors used in determining the fair value of indirect investments include evaluation of the general partner’s valuation techniques and overall economic and market conditions. The fair value estimates of the investments are based upon currently available information and may not necessarily represent amounts that will ultimately be realized, which depend on future events and circumstances.
Interest and dividends on direct mezzanine debt and preferred stock investments are recorded in interest income in the statement of income. All other income on principal investments, including fair value adjustments, realized gains and losses on the return of capital, and principal investment write-offs, are recognized in other noninterest income.

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Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase: Securities purchased under agreements to resell and securities sold under agreements to repurchase are generally accounted for as collateralized financing transactions and are recorded at the amounts at which the securities were acquired or sold plus accrued interest. Securities, generally U.S. government and Federal agency securities, pledged as collateral under these financing arrangements cannot be sold or repledged by the secured party. The fair value of collateral either received from or provided to a third party is continually monitored, and additional collateral is obtained or requested to be returned as appropriate.
Goodwill and Other Intangible Assets: Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be separately distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset, or liability. Goodwill impairment testing is performed annually, or more frequently if events or circumstances indicate possible impairment. Goodwill is allocated to reporting units one level below business segments. Fair values of reporting units are determined using either discounted cash flow analyses based on internal financial forecasts or, if available, market-based valuation multiples for comparable businesses. Note 11 contains additional information regarding goodwill and the carrying values by major lines of business.
Intangible assets with finite lives include core deposits, credit card, operating lease, and other intangibles. Intangible assets are subject to impairment testing whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Core deposit intangibles are primarily amortized over a period not to exceed 10 years using an accelerated amortization method. Credit card intangibles are amortized over their estimated useful lives on a straight-line basis, which range from one to 10 years. Operating lease intangibles are amortized based upon an accelerated amortization method over the remaining weighted average lease term. Other intangibles, which consist primarily of customer contracts and noncompete agreements, are amortized over the period benefited ranging from three to nine years. Amortization expense for core deposits and other intangibles is recognized in noninterest expense. Amortization expense for operating lease intangibles is recognized in noninterest income. Note 11 includes a summary of goodwill and other intangible assets.
Depreciable Assets: Properties and equipment are stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred, while improvements which extend the useful life are capitalized and depreciated over the estimated remaining life of the asset. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Useful lives range from one to 10 years for furniture, fixtures, and equipment; three to five years for software, hardware, and data handling equipment; and 10 to 40 years for buildings and building improvements. Land improvements are amortized over a period of 15 years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term, including renewal periods when reasonably assured pursuant to SFAS 13. For leasehold improvements acquired in a business combination, lease renewals reasonably assured at the date of acquisition are included in the remaining lease term. For leasehold improvements placed in service after the inception of the lease, lease renewals reasonably assured at the date of purchase are included in the remaining lease term.
Long-lived depreciable assets are evaluated periodically for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists when the expected undiscounted future cash flows of a long-lived asset are less than its carrying value. In that event, the Corporation recognizes a loss for the difference between the carrying amount and the estimated fair value of the asset based on a quoted market price, if applicable, or a discounted cash flow analysis. Impairment losses are recorded in other noninterest expense on the income statement.
Equipment leased to others is stated at cost less accumulated depreciation. Depreciation expense is recorded on a straight-line basis over the life of the lease considering the estimated residual value. On a periodic basis, a review is undertaken to determine if the leased equipment is impaired by comparing expected undiscounted cash flows from rental income to the equipment carrying value. An impairment loss is recognized if the carrying amount of the equipment exceeds the expected cash flows.
Asset Securitizations: National City uses the securitization of financial assets as a source of funding. Financial assets, including pools of credit card receivables and automobile loans, were transferred into trusts or to SPEs in transactions which are effective under applicable banking rules and regulations to legally isolate the assets from National City Bank (the Bank), a subsidiary of the Corporation. Where the transferor is a depository institution such as a bank subsidiary of the Corporation, legal isolation is accomplished through compliance with specific rules and regulations of the relevant regulatory authorities. In addition, National City purchases the guaranteed portion of Small Business Administration (SBA) loans from third-party lenders and then securitizes these loans into SBA guaranteed pooled securities through the use of a fiscal and transfer agent approved by the SBA. The certificates are then sold directly to institutional investors, achieving legal isolation.
SFAS 140 requires a “true sale” analysis of the treatment of the transfer under state law as if the Corporation was a debtor under the bankruptcy code. A “true sale” legal analysis includes several legally relevant factors, such as the nature and level of recourse to the transferor and the nature of retained interests in the loans sold. The analytical conclusion as to a true sale is never absolute and unconditional, but contains qualifications based on the inherent equitable powers of a bankruptcy court, as well as the unsettled state of the common law. Once the legal isolation test has been met under SFAS 140, other factors concerning the nature and extent of the

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transferor’s control over the transferred assets are taken into account in order to determine whether derecognition of assets is warranted, including whether the SPE has complied with rules concerning qualifying special-purpose entities.
A legal opinion regarding legal isolation has been obtained by the Bank for each credit card securitization. These opinions stated in their conclusions that the Federal Deposit Insurance Corporation (FDIC) regulation, Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection with a Securitization or Participation (Securitization Rule) would be applicable to the transfer of such receivables. The Securitization Rule provides reasonable assurance that neither the FDIC acting as conservator or receiver for the transferring bank subsidiary, nor any other creditor of the bank, may reclaim or recover the receivables from the securitization trust or recharacterize the receivables as property of the transferring bank subsidiary or of the conservatorship or receivership for the bank. The opinion further reasoned, even if the Securitization Rule did not apply, then pursuant to various FDIC pronouncements, the FDIC would uphold the effectiveness of the security interest granted in the financial assets.
Legal opinions were also obtained for all outstanding automobile loan securitizations, each of which was structured as a two-step transfer. While noting each of these transactions fall within the meaning of a “securitization” under the Securitization Rule, in accordance with accounting guidance, an analysis was also rendered under state law as if the transferring Bank was a debtor under the bankruptcy code. The “true sale” opinion obtained for each of these transactions provides reasonable assurance the purchased assets would not be characterized as the property of the transferring Bank’s receivership or conservatorship estate in the event of insolvency and also states the transferor would not be required to substantively consolidate the assets and liabilities of the purchaser SPE with those of the transferor upon such event.
The process of securitizing SBA loans into pools of SBA certificates is prescribed by the SBA and must be followed to obtain the SBA guarantee. This process meets the requirements for sale treatment under SFAS 140.
In a securitization, the trust issues beneficial interests in the form of senior and subordinated asset-backed securities backed or collateralized by the assets sold to the trust. The senior classes of the asset-backed securities typically receive investment grade credit ratings at the time of issuance. These ratings are generally achieved through the creation of lower-rated subordinated classes of asset-backed securities, as well as subordinated interests retained by an affiliate of the Corporation. In all cases, the Corporation or its affiliates may retain interests in the securitized assets, which may take the form of seller certificates, subordinated tranches, cash reserve balances or interest-only strips representing the cash flows generated by the assets in excess of the contractual cash flows required to be paid to the investors.
An SBA approved fiscal and transfer agent associated with the SBA securitizations issues certificates once all the necessary documents to support the transaction have been provided. The Corporation retains beneficial interests in the securitized assets in the form of interest-only strips. The SBA guarantees the credit risk with respect to the loans sold.
In accordance with SFAS 140, securitized loans are removed from the balance sheet and a net gain or loss is recognized in income at the time of initial sale and each subsequent sale when the combined net sales proceeds and, if applicable, retained interests differ from the loans’ allocated carrying amount. Net gains or losses resulting from securitizations are recorded in loan sale revenue within noninterest income.
Retained interests in the subordinated tranches and interest-only strips are recorded at their fair value and included in the available for sale or trading securities portfolio. Retained interests from the credit card, automobile loan, and home equity securitizations are classified as available-for-sale securities. Retained interests from the SBA securitizations are classified as trading securities and are included in other investments on the consolidated balance sheet. Subsequent adjustments to the fair value of retained interests classified as available for sale are recorded through other comprehensive income within stockholders’ equity or in other noninterest expense in the income statement if the fair value has declined below the carrying amount and such decline has been determined to be other-than-temporary. Fair value adjustments and other-than-temporary adjustments to retained interests classified as trading securities are recorded in other noninterest income on the income statement.
The Corporation uses assumptions and estimates in determining the fair value allocated to the retained interests at the time of sale and each subsequent sale in accordance with SFAS 140. These assumptions and estimates include projections concerning rates charged to customers, the expected life of the receivables, credit loss experience, loan repayment rates, the cost of funds, and discount rates commensurate with the risks involved. On a quarterly basis, management reviews the historical performance of each retained interest and the assumptions used to project future cash flows. If past performance and future expectations dictate, assumptions are revised and the present value of future cash flows is recalculated. Refer to Note 5 for further analysis of the assumptions used in the determination of fair value.
When the Corporation retains the right to service the loans and receives related fees that exceed the current market rate to service the receivables, a servicing asset is recorded and included in other assets on the balance sheet. A servicing asset is not recognized if the Corporation receives adequate compensation relative to current market servicing prices that would be charged by a substitute servicer,

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should one be required. Prior to January 1, 2006, servicing assets were initially measured at their allocated carrying amount based upon relative fair values at the date of securitization. Effective January 1, 2006, all servicing assets are initially measured at fair value.
For securitizations involving credit card receivables, the Corporation’s continuing involvement in the securitized assets includes maintaining an undivided, pro rata interest in all credit card receivables that are in the trust, referred to as seller’s interest. The seller’s interest ranks pari-passu with the investors’ interests in the trust. As the amount of the receivables in the securitized pool fluctuates due to customer payments, purchases, cash advances, and credit losses, the carrying amount of the seller’s interest will vary. However, the Corporation is required to maintain its seller’s interest at a minimum level of 4% of the initial invested amount in each series to ensure receivables are available for allocation to the investors’ interests.
Also with regard to credit card securitizations, the trust is not required to make principal payments to the investors during the revolving period, which generally approximates 48 months. Instead, the trust uses principal payments received on the accounts to purchase new credit card receivables. Therefore, the principal dollar amount of the investor’s interest in the receivables within the trust remains unchanged. Once the revolving period ends, the trust will distribute principal payments to the investors according to the terms of the transaction. Distribution of principal to the investors in the credit card trust may begin earlier if the average annualized yield on the loans securitized (generally equal to the sum of interest income, interchange and other fees, less principal credit losses during the period) for three consecutive months drops below a minimum yield (generally equal to the sum of the coupon rate payable to investors plus contractual servicing fees), or certain other events occur.
The retained interests represent National City’s maximum loss exposure with respect to securitization vehicles. The investors in the asset-backed securities issued by the SPEs have no further recourse against the Corporation if cash flows generated by the securitized assets are inadequate to service the obligations of the SPEs.
Transaction costs associated with revolving loan securitizations are deferred at the time of sale and amortized over the revolving term of the securitization, while transaction costs associated with fixed-term securitizations are recognized as a component of the gain or loss at the time of sale.
Servicing Assets: The Corporation periodically sells or securitizes loans while retaining the obligation to perform the servicing of such loans. In addition, the Corporation may purchase or assume the right to service loans originated by others. Whenever the Corporation undertakes an obligation to service a loan, it assesses whether a servicing asset or liability should be recognized. A servicing asset is recognized whenever the compensation received for servicing is expected to more than adequately compensate the Corporation for performing the servicing function. Likewise, a servicing liability would be recognized in the event that servicing fees to be received are not expected to adequately compensate the Corporation.
Servicing assets related to residential real estate loans sold are separately presented on the balance sheet as mortgage servicing rights (MSRs). Servicing assets associated with the sale or securitization of commercial real estate and other consumer loans are presented within other assets on the balance sheet. The Corporation does not presently have any servicing liabilities.
Effective January 1, 2006, the Corporation adopted SFAS 156, Accounting for Servicing of Financial Assets. Under SFAS 156, all separately recognized servicing assets and/or liabilities are initially recognized at fair value. For subsequent measurement of servicing rights, the Corporation has elected the fair value method for MSRs while other servicing assets will follow the amortization method. Under the fair value measurement method, MSRs are measured at fair value each reporting period and changes in fair value are reported in loan servicing revenue in the income statement. Under the amortization method, other servicing assets are amortized in proportion to and over the period of estimated servicing income and assessed for impairment based on fair value at each reporting period. Contractual servicing fees including ancillary income and late fees, fair value adjustments, associated derivative gains and losses, and impairment losses, if any, are reported in loan servicing revenue on the income statement.
Prior to January 1, 2006, all servicing assets were carried at the lower of the initial capitalized amount, net of accumulated amortization, or fair value. MSRs designated in SFAS 133 hedge relationships were permitted to be adjusted upward to fair value if the hedge was deemed to be effective. All servicing assets were amortized in proportion to, and over the period of, estimated net servicing income and evaluated for impairment in accordance with SFAS 140. For purposes of determining impairment, the loans underlying the servicing assets were stratified by certain risk characteristics, primarily loan type and note rate. If temporary impairment existed within a risk stratification tranche, a valuation allowance was established through a charge to income equal to the amount by which the carrying value, including hedge accounting adjustments, exceeded the fair value. If it was later determined that all or a portion of the temporary impairment no longer existed for a particular tranche, the valuation allowance was reduced through a recovery to income. Servicing assets were also periodically reviewed for other-than-temporary impairment. Other-than-temporary impairment existed when the recoverability of a recorded valuation allowance was determined to be remote, taking into consideration historical and projected interest rates and loan payoff activity. When this situation occurred, the unrecoverable portion of the valuation allowance was applied as a direct write-down to the carrying value of the servicing asset. Unlike a valuation allowance, a direct write-down permanently reduced the carrying value of the MSR and the valuation allowance, precluding subsequent recoveries.

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The fair value of MSRs is estimated by calculating the present value of estimated future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs, and other economic factors, which are determined based on current market conditions. A static discounted cash flow methodology is utilized which incorporates current market interest rates. A static model does not attempt to forecast or predict the future direction of interest rates; rather it estimates the amount and timing of future servicing cash flows using current market interest rates. Expected mortgage loan prepayment assumptions are derived from a third party model and consider empirical data drawn from the historical performance of the Corporation’s MSR portfolio. Prepayment rates have a lesser impact on the value of servicing assets associated with commercial real estate loans as these loans have lockout and prepayment penalties generally ranging from five to nine years.
Derivative Instruments: The Corporation enters into derivative transactions principally to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities and on future cash flows. In addition, certain contracts and commitments are defined as derivatives under GAAP.
Under the requirements of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended, all derivative instruments are carried at fair value on the balance sheet. SFAS 133 provides special hedge accounting provisions, which permit the change in the fair value of the hedged item related to the risk being hedged to be recognized in earnings in the same period and in the same income statement line as the change in the fair value of the derivative.
Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under SFAS 133. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. The Corporation formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking each hedge transaction.
Fair value hedges are accounted for by recording the fair value of the derivative instrument and the fair value related to the risk being hedged of the hedged asset or liability on the balance sheet with corresponding offsets recorded in the income statement. The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the income or expense recorded on the hedged asset or liability.
Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either a freestanding asset or liability, with a corresponding offset recorded in other comprehensive income within stockholders’ equity, net of tax. Amounts are reclassified from other comprehensive income to the income statement in the period or periods the hedged forecasted transaction affects earnings.
Under both the fair value and cash flow hedge methods, derivative gains and losses not effective in hedging the change in fair value or expected cash flows of the hedged item are recognized immediately in the income statement. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instruments have been highly effective in offsetting changes in the fair values or cash flows of the hedged items and whether they are expected to be highly effective in the future. If it is determined a derivative instrument has not been or will not continue to be highly effective as a hedge, hedge accounting is discontinued. SFAS 133 basis adjustments recorded on hedged assets and liabilities are amortized over the remaining life of the hedged item beginning no later than when hedge accounting ceases.
Share-Based Payment : Compensation cost is recognized for stock options and restricted stock awards issued to employees. Compensation cost is measured as the fair value of these awards on their date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Corporation’s common stock at the date of grant is used to estimate the fair value of restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period for stock option awards and as the restriction period for restricted stock awards. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. When an award is granted to an employee who is retirement eligible, compensation cost of share-based awards is recognized over the period up to the date the employee first becomes eligible to retire.
Advertising Costs: Advertising costs are generally expensed as incurred.
Income Taxes: The Corporation and its subsidiaries file a consolidated federal income tax return. The provision for income taxes is based upon income in the financial statements, rather than amounts reported on the Corporation’s income tax return. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date.

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Stock Repurchases: Acquisitions of the Corporation’s common stock are recorded using the par value method, which requires the cash paid to be allocated to common stock, capital surplus, and retained earnings.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Accounting for Servicing of Financial Assets: In March 2006, the FASB issued SFAS 156, Accounting for Servicing of Financial Assets , an amendment of FASB Statement No. 140. This standard requires entities to separately recognize a servicing asset or liability whenever it undertakes an obligation to service financial assets and also requires all separately recognized servicing assets or liabilities to be initially measured at fair value. Additionally, this standard permits entities to choose among two alternatives, the amortization method or fair value measurement method, for the subsequent measurement of each class of separately recognized servicing assets and liabilities. Under the amortization method, an entity shall amortize the value of servicing assets or liabilities in proportion to and over the period of estimated net servicing income or net servicing loss and assess servicing assets or liabilities for impairment or increased obligation based on fair value at each reporting date. Under the fair value measurement method, an entity shall measure servicing assets or liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur.
Effective January 1, 2006, the Corporation adopted this statement by electing fair value as the measurement method for its residential real estate mortgage servicing rights (MSRs). A cumulative-effect adjustment of $26 million pretax, or $17 million after-tax, was recognized in retained earnings on the date of adoption, which represented the difference between the carrying value and fair value of MSRs at January 1, 2006. All subsequent changes in the fair value of MSRs will be recognized in current period earnings. Refer to Note 12 for servicing asset disclosures required by SFAS 156.
Share-Based Payment : In December 2004, the FASB revised SFAS 123, Accounting for Stock-Based Compensation , by issuing SFAS 123R, Share-Based Payment . SFAS 123R establishes new accounting requirements for share-based compensation to employees and carries forward prior guidance on accounting for awards to nonemployees. Effective January 1, 2006, the Corporation adopted the provisions of SFAS 123R using the modified prospective method of transition. This method requires the provisions of SFAS 123R to be applied to new awards and awards modified, repurchased or cancelled after the effective date. SFAS 123R also requires compensation expense to be recognized net of awards expected to be forfeited. The Corporation’s prior practice was to recognize forfeitures in compensation expense when they occurred. Upon adoption of SFAS 123R, the Corporation reversed previously recorded stock-based compensation costs of approximately $2 million pretax, or approximately $1 million after-tax, related to the change in accounting for forfeitures.
Accounting for Certain Hybrid Financial Instruments: In February 2006, the FASB issued SFAS 155, Accounting for Certain Hybrid Financial Instruments, which amends SFAS 133 , Accounting for Derivative Instruments and Hedging Activities, and SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155 requires entities to evaluate and identify whether interests in securitized financial assets are freestanding derivatives, hybrid financial instruments that contain an embedded derivative requiring bifurcation, or hybrid financial instruments that contain embedded derivatives that do not require bifurcation. SFAS 155 also permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. This statement will be effective for all financial instruments acquired or issued by the Corporation on or after January 1, 2007. At adoption, any difference between the total carrying amount of the individual components of the existing bifurcated hybrid financial instrument and the fair value of the combined hybrid financial instrument shall be recognized as a cumulative effect adjustment to retained earnings. The adoption of this statement is not expected to have a material impact on financial condition, result of operations or liquidity.
Meaning of Other-Than-Temporary Impairment: In November 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. This FSP provides additional guidance on when an investment in a debt or equity security should be considered impaired and when that impairment should be considered other-than-temporary and recognized as a loss in earnings. Specifically, the guidance clarifies that an investor should recognize an impairment loss no later than when the impairment is deemed other-than-temporary, even if a decision to sell has not been made. The FSP also requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Refer to Note 8 for these disclosures. Management has applied the guidance in this FSP.
Accounting Changes and Error Corrections: In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections, which changes the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principle and changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. This statement requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impractical to determine either the period-specific or cumulative effects of the change. SFAS 154 was effective for accounting changes made in fiscal years beginning after December 15, 2005. The adoption of this standard did not have a material effect on financial condition, results of operations, or liquidity.
Exchanges of Nonmonetary Assets: In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions . This statement amends the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged and more broadly provides for exceptions

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regarding exchanges of nonmonetary assets that do not have commercial substance. This Statement was effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this standard did not have a material impact on financial condition, results of operations, or liquidity.
3. ACQUISITIONS AND DIVESTITURES
Acquisitions: On January 15, 2005, the Corporation completed its acquisition of Charter One Vendor Finance for a cash payment of $312 million. Charter One Vendor Finance was renamed National City Vendor Finance (NCVF). NCVF serves major vendors, such as manufacturers, value-added resellers, and select specialized lessors, in middle- and large-ticket equipment and software markets, and finances equipment and real estate for franchises of selected, leading franchisors. The fair values of acquired assets, liabilities and identified intangibles have been finalized for the NCVF acquisition. As of March 31, 2006, the balance of goodwill resulting from this acquisition was $9 million.
In December 2005, the Corporation signed a definitive agreement to acquire Forbes First Financial Corporation, the parent company of Pioneer Bank and Trust Company (Pioneer) for cash. As of March 31, 2006, Pioneer operated eight branches in the St. Louis, Missouri metropolitan area and had total assets and deposits of $540 million and $440 million, respectively. On May 1, 2006, the Corporation completed the acquisition.
Assets and liabilities of acquired entities are recorded on the balance sheet at estimated fair values as of respective acquisition dates, and the results of acquired entity operations are included in the consolidated statement of income from those dates. Refer to Note 4 for discussion on severance and other restructuring costs incurred in connection with acquisitions.
4. RESTRUCTURING CHARGES
In 2005, the Corporation implemented its Best In Class program. Best In Class is a series of projects designed to achieve sustainable revenue growth, improve expense management, and create a culture for high performance. The program entails initial restructuring costs related to employee severance, lease exits, contract terminations, asset impairment, and other items. Restructuring charges of $4 million were recognized during the three months ended March 31, 2006, primarily related to severance and outplacement costs. During the three months ended March 31, 2005, restructuring charges of $2 million were recognized for external consulting costs relating to project identification and design. Restructuring charges recognized since the inception of the program total $70 million, and substantially all of these charges have been recorded within the Parent and Other category.
Additional restructuring costs related to Best In Class initiatives are expected to be incurred through 2008. At this time, the amounts and exact timing of additional charges cannot be reasonably estimated. As of March 31, 2006, payments related to the Best In Class restructuring liability are scheduled to occur through August 2008 for severance benefits and through January 2010 for lease obligations on vacated facilities.
The Corporation has also implemented restructuring plans related to the integration of acquired entities. The plans were formulated prior to each acquisition. Costs incurred for employee terminations consist of severance, relocation, retention, and outplacement benefits. Costs associated with severance, relocation, and outplacement benefits were recognized in the allocation of the purchase price to acquired assets and liabilities. Retention benefits were recorded to salaries expense over the required service period. Exit and termination costs relating to the exit of certain businesses, facility leases, and other contract termination costs were also recognized in the allocation of the purchase price to acquired assets and liabilities. During the three months ended March 31, 2006 and 2005, the Corporation recorded acquisition-related severance and other employee-related expenses of $330 thousand and $8 million, respectively. Severance expense for the three months ended March 31, 2005 included acquisition-related retention benefits of approximately $3 million. All acquisition-related retention benefits were paid as of December 31, 2005.
Severance and other employee-related costs were recorded in salaries, benefits and other personnel costs in the income statement; while consulting costs were recorded in third-party services. Payments will continue to be made for acquisition-related restructuring plan costs through 2013, primarily related to lease obligations on vacated facilities.
A rollforward of the severance and restructuring liability for the three months ended March 31, 2006 and 2005 is presented in the following table. The table includes severance expenses incurred in the normal course of business. All severance and other termination expenses recognized are recorded as unallocated corporate charges within the Parent and Other category.

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    Three Months Ended
    March 31, 2006
            Best In   Acquisitions
(In Thousands)   Total   Class   and Other
 
Beginning balance
  $ 87,853     $ 47,690     $ 40,163  
Severance and other employee related costs:
                       
Charged to expense
    3,894       3,564       330  
Recognized in purchase price allocation
    (1,000 )           (1,000 )
Payments
    (20,564 )     (16,852 )     (3,712 )
Exit costs, contract terminations and other:
                       
Charged to expense
    848       848        
Payments
    (4,250 )     (2,329 )     (1,921 )
 
Ending balance
  $ 66,781     $ 32,921     $ 33,860  
 
                         
    Three Months Ended
    March 31, 2005
            Best In   Acquisitions
(In Thousands)   Total   Class   and Other
 
Beginning balance
  $ 98,486     $     $ 98,486  
Severance and other employee related costs:
                       
Charged to expense
    8,215             8,215  
Recognized in purchase price allocation
    (3,220 )           (3,220 )
Payments
    (20,735 )           (20,735 )
Exit costs, contract terminations and other:
                       
Charged to expense
    2,173       2,173        
Recognized in purchase price allocation
    (1,143 )           (1,143 )
Payments
    (5,677 )     (2,173 )     (3,504 )
 
Ending balance
  $ 78,099     $     $ 78,099  
 
5. SECURITIZATION ACTIVITY
The Corporation periodically sells pools of credit card receivables and formally sold automobile loans through securitization transactions. Home equity securitizations were acquired with the Provident acquisition. Small Business Administration (SBA) loans are also purchased and then securitized and sold by the Corporation.
Credit Card: In the first quarter of 2006, the Series 2001-1 credit card securitization matured and a $425 million pool of credit card receivables (Series 2006-1) was securitized. A pretax gain of $2 million was recognized on this transaction within loan sale revenue. Retained interests in these loans of $28 million were recognized at the date of sale. Retained interests included a seller’s interest in the loans, accrued interest, and an interest-only strip. The initial carrying values of these retained interests were determined by allocating the carrying value among the assets sold and retained based on their relative fair values at the date of sale. The fair value of the interest-only strip was estimated by discounting the projected future cash flows of this security. The Corporation has also retained the right to service these loans. Servicing fees to be received approximated the current market rate for servicing fees, therefore, no servicing asset or liability was recognized. Transaction costs associated with this revolving-term securitization of $1.1 million were capitalized and are being amortized over the revolving period of this securitization of four years.
SBA: During the first quarter of 2005, the Corporation securitized pools of SBA loans totaling $22 million and recognized retained interests in the form of interest-only strips with an initial carrying value of approximately $1 million. Transaction costs were expensed in conjunction with these sales.
A summary of the assumptions used to value the credit card retained interests and automobile retained interests and servicing assets at the time of each securitization follows:
                                                 
    Weighted-   Variable   Monthly   Expected        
    Average   Annual   Principal   Annual   Annual    
    Life   Coupon Rate   Repayment   Credit   Discount    
    (in months)   To Investors   Rate   Losses   Rate   Yield
 
Credit Card:
                                               
Series 2002-1
    5.7       2.06 %     17.41 %     5.34 %     15.00 %     11.99 %
Series 2005-1
    3.2       3.75       18.21       5.35       15.00       12.00  
Series 2006-1
    3.1       4.81       19.01       4.77       15.00       13.79  
 

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    Weighted-   Monthly            
    Average   Prepayment   Expected   Annual   Weighted-
    Life   Speed   Cumulative   Discount   Average
    (in months)   (% ABS)   Credit Losses   Rate   Coupon
 
Automobile:
                                       
Series 2002-A
                                       
Interest-only strip
    22.9       1.40 %     2.25 %     12.00 %     8.71 %
Servicing asset
    22.9       1.40       2.25       12.00       8.71  
Series 2004-A
                                       
Interest-only strip
    21.8       1.50 %     1.75 %     12.00 %     6.79 %
Servicing asset
    21.8       1.50       1.75       11.00       6.79  
Series 2005-A
                                       
Interest-only strip
    16.6       1.50 %     2.18 %     12.00 %     7.06 %
Servicing asset
    12.5       1.50       2.18       10.00       7.06  
 
A summary of the assumptions used to value the home equity retained interests at the time of the Provident acquisition follows:
                                                 
            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)
 
Home Equity:
                                               
Series 2000-A (d)
    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.
A summary of the components of managed loans, representing both owned and securitized loans, along with quantitative information about delinquencies and net credit losses follows. The automobile loans consist of the managed portfolio of indirect prime automobile loans. The home equity loans consist of the managed portfolio of prime home equity lines of credit and prime home equity installment loans.
                                 
                    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
 
Type of loan:
                               
Credit Card
  $ 2,309.3     $ 93.5     $ 2,370.9     $ 20.1  
Automobile
    2,570.2       43.1       2,745.3       8.4  
Home Equity
    27,243.6             27,923.1       26.5  
SBA
    41.5       4.2       57.0        
 
Total loans managed or securitized
    32,164.6       140.8       33,096.3       55.0  
Less:
                               
Loans securitized:
                               
Credit Card
    1,450.0       51.4       1,034.8       6.8  
Automobile
    2,298.7       25.7       2,464.8       3.6  
Home Equity
    12.9             10.1       .1  
SBA
    41.5       4.2       57.0        
Loans held for sale or securitization:
                               
Credit Card
                415.6        
Home Equity
    3,341.3             458.4        
 
Loans held in portfolio
  $ 25,020.2     $ 59.5     $ 28,655.6     $ 44.5  
 

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                    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
 
Type of loan:
                               
Credit Card
  $ 2,362.2     $ 86.8     $ 2,433.2     $ 36.5  
Automobile
    3,562.9       56.0       3,595.2       11.0  
Home Equity
    25,862.2       83.1       25,228.7       13.1  
SBA
    27.8       3.1       19.3        
 
Total loans managed or securitized
    31,815.1       229.0       31,276.4       60.6  
Less:
                               
Loans securitized:
                               
Credit Card
    1,450.0       47.3       1,450.0       18.0  
Automobile
    778.2       14.6       835.0       3.4  
Home Equity
    49.7       1.0       56.5       .7  
SBA
    27.8       3.1       19.3        
 
Loans held in portfolio
  $ 29,509.4     $ 163.0     $ 28,915.6     $ 38.5  
 
Certain cash flows received from the securitization trusts follow:
                                                                 
            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
 
Proceeds from new securitizations
  $ 425.0     $     $     $     $     $     $     $ 20.6  
Proceeds from collections reinvested in previous securitizations
    604.8                         783.4             1.3        
Servicing fees received
    5.1       6.2                   7.3       2.1       .1        
Other cash flows received on interests that continue to be held
    9.3       8.5             .3       22.8       4.5       .3       .1  
Proceeds from sales of previously charged-off accounts
    3.8                                            
Purchases of delinquent or foreclosed assets
                .1                         .5        
 
A summary of the fair values of the interest-only strips and servicing assets, key economic assumptions used to arrive at the fair values, and the sensitivity of the March 31, 2006 fair values to immediate 10% and 20% adverse changes in those assumptions follows. These sensitivities are hypothetical. Changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interests is calculated without changing any other assumption; in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.
                                                         
                    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)
 
Credit Card Loans
                                                       
Interest-only strips (a)
  $ 7.5       3.1       4.86 %     19.01 %     4.77 %     15.00 %     13.79 %
As of March 31, 2006
                                                       
Decline in fair value of 10% adverse change
                  $ 1.8     $ .5     $ 2.0     $     $ 5.0  
Decline in fair value of 20% adverse change
                    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.

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                    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)
 
Automobile Loans
                                               
Interest-only strip (a)
  $ 24.9       12.8       1.50 %     2.00 %     12.00 %     7.07 %
As of March 31, 2006
                                               
Decline in fair value of 10% adverse change
                  $ 1.1     $ 3.0     $ .3     $ 4.0  
Decline in fair value of 20% adverse change
                    1.5       4.2       .5       6.4  
Servicing asset (d)
  $ 19.8       10.5       1.50 %     2.00 %     10.21 %     7.07 %
As of March 31, 2006
                                               
Decline in fair value of 10% adverse change
                  $ 1.3     $     $ .2     $ .1  
Decline in fair value of 20% adverse change
                    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 .
6. Leases
National City leases commercial equipment and automobiles to customers. The leases are classified as either lease financings or operating leases based on the terms of the lease arrangement. When a lease is classified as a lease financing, the future lease payments, net of unearned income and the estimated residual value of the leased property at the end of the lease term, are recorded as an asset within the loan portfolio. The amortization of the unearned income is recorded as interest income. When a lease is classified as an operating lease, the cost of the leased property, net of depreciation, is recorded as equipment leased to others on the balance sheet. Rental income is recorded in noninterest income while the depreciation on the leased property is recorded in noninterest expense. At the expiration of a lease, the leased property is either sold or a new lease agreement is initiated.
Lease Financings: Lease financings, included in portfolio loans on the consolidated balance sheet, consist of direct financing and leveraged leases of commercial and other equipment, primarily computers and office equipment, manufacturing and mining equipment, commercial trucks and trailers, airplanes, along with retail automobile lease financings. Commercial equipment lease financings are included in commercial loans, while automobile lease financings are included in other consumer loans. The Corporation ceased originating retail automobile leases in December 2000, however, additional automobile leases financings were acquired as part of the acquisition of Provident in July 2004. No new leases have been originated since the acquisition date, and this portfolio will run off over time as the leases expire and the automobiles are sold.
A summary of lease financings by type follows:
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
Commercial
                       
Direct financings
  $ 3,132,577     $ 3,237,722     $ 2,713,915  
Leveraged leases
    306,593       307,439       318,673  
 
Total commercial lease financings
    3,439,170       3,545,161       3,032,588  
Consumer
                       
Retail automobile lease financings
    382,795       411,147       498,830  
 
Total net investment in lease financings
  $ 3,821,965     $ 3,956,308     $ 3,531,418  
 

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The components of the net investment in lease financings by type follow:
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
Commercial
                       
Lease payments receivable
  $ 3,454,876     $ 3,559,471     $ 2,980,527  
Estimated residual value of leased assets
    493,616       482,049       518,004  
 
Gross investment in commercial lease financings
    3,948,492       4,041,520       3,498,531  
Unearned income
    (509,322 )     (496,359 )     (465,943 )
 
Total net investment in commercial lease financings
  $ 3,439,170     $ 3,545,161     $ 3,032,588  
 
Consumer
                       
Lease payments receivable
  $ 192,829     $ 221,512     $ 308,201  
Estimated residual value of leased assets
    225,397       231,582       255,034  
 
Gross investment in consumer lease financings
    418,226       453,094       563,235  
Unearned income
    (35,431 )     (41,947 )     (64,405 )
 
Total net investment in consumer lease financings
  $ 382,795     $ 411,147     $ 498,830  
 
A rollforward of the residual value component of lease financings by type follows:
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Commercial
               
Beginning balance
  $ 482,049     $ 541,809  
Additions
    20,457       5,816  
Acquisitions (a)
          1,520  
Runoff
    (8,890 )     (31,141 )
Write-downs
           
 
Ending balance
  $ 493,616     $ 518,004  
 
Consumer
               
Beginning balance
  $ 231,582     $ 263,768  
Runoff
    (6,185 )     (8,734 )
Write-downs
           
 
Ending balance
  $ 225,397     $ 255,034  
 
(a)   Associated with the acquisition of National City Vendor Finance. Refer to Note 3 for further details of this acquisition.
Equipment Leased to Others: Equipment leased to others represents equipment owned by National City that is leased to customers under operating leases. Commercial equipment includes aircraft and other transportation, manufacturing, data processing, medical, and office equipment leased to commercial customers while consumer equipment consists of automobiles leased to retail customers. The majority of the balance of consumer leased equipment was acquired with Provident in July 2004. As discussed above with regard to lease financings, National City plans to let the acquired automobile portfolio run off over time. The totals below also include the carrying value of any equipment previously leased to customers under either operating or financing leases that are in the process of being either re-leased or sold.
A summary of the net carrying value of equipment leased to others by type follows:
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
Commercial
                       
Cost
  $ 549,424     $ 455,462     $ 382,600  
Accumulated depreciation
    (113,237 )     (104,373 )     (66,038 )
 
Net carrying value of commercial leased equipment
    436,187       351,089       316,562  
Consumer
                       
Cost
    374,422       457,332       745,392  
Accumulated depreciation
    (103,830 )     (112,094 )     (100,140 )
 
Net carrying value of consumer leased equipment
    270,592       345,238       645,252  
 
Total net carrying value of equipment leased to others
  $ 706,779     $ 696,327     $ 961,814  
 

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7. LOANS, ALLOWANCE FOR LOAN LOSSES AND ALLOWANCE FOR LOSSES ON LENDING-RELATED COMMITMENTS
Total portfolio loans outstanding were recorded net of unearned income, unamortized premiums and discounts, deferred loan fees and costs, and fair value adjustments associated with acquired loans of $251 million, $177 million, and $139 million, at March 31, 2006, December 31, 2005 and March 31, 2005, respectively.
To provide for the risk of loss inherent in the process of extending credit, National City maintains an allowance for loan losses and an allowance for losses on lending-related commitments.
Activity in the allowance for loan losses follows:
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Balance at beginning of period
  $ 1,094,047     $ 1,188,462  
Provision for loan losses
    31,913       77,612  
Allowance related to loans acquired, sold or securitized
    (3,780 )     710  
Charge-offs:
               
Commercial
    44,816       42,928  
Commercial construction
    (128 )     1,840  
Commercial real estate
    6,683       5,168  
Residential real estate
    46,300       42,542  
Home equity lines of credit
    21,356       7,356  
Credit cards and other unsecured lines of credit
    27,851       28,402  
Other consumer
    25,874       25,625  
 
Total charge-offs
    172,752       153,861  
Recoveries:
               
Commercial
    16,355       31,769  
Commercial construction
    127       4  
Commercial real estate
    1,678       2,853  
Residential real estate
    11,800       16,843  
Home equity lines of credit
    3,462       1,865  
Credit cards and other unsecured lines of credit
    6,434       2,449  
Other consumer
    12,040       10,118  
 
Total recoveries
    51,896       65,901  
Net charge-offs
    120,856       87,960  
 
Balance at end of period
  $ 1,001,324     $ 1,178,824  
 
Activity in the allowance for losses on lending-related commitments follows:
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Balance at beginning of period
  $ 83,601     $ 100,538  
Net provision for losses on lending-related commitments
    (4,870 )     (7,165 )
 
Balance at end of period
  $ 78,731     $ 93,373  
 
Nonperforming loans totaled $483 million, $490 million and $481 million as of March 31, 2006, December 31, 2005, and March 31, 2005, respectively. For loans classified as nonperforming at March 31, 2006, the contractual interest due and actual interest recognized on those loans during the first three months of 2006 was $11 million and $1 million, respectively. Included in nonperforming loans were impaired loans, as defined under SFAS 114, aggregating $146 million, $117 million, and $107 million at March 31, 2006, December 31, 2005, and March 31, 2005, respectively. Average impaired loans for the first three months of 2006 and 2005 totaled $131 million and $99 million, respectively. The majority of the loans deemed impaired were evaluated using the fair value of the collateral as the measurement method. The related allowance allocated to impaired loans as of March 31, 2006, December 31, 2005, and March 31, 2005 was $26 million, $20 million, and $13 million, respectively. At March 31, 2006, December 31, 2005, and March 31, 2005, impaired loans with an associated allowance totaled $91 million, $70 million, and $45 million, while impaired loans with no associated allowance totaled $55 million, $47 million and $62 million for the same periods respectively. During the first three months of 2006 and 2005, interest recognized on impaired loans while they were considered impaired was not material.

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8. SECURITIES
Securities available for sale follow:
                                 
    Amortized   Unrealized   Unrealized   Fair
(In Thousands)   Cost   Gains   Losses   Value
 
March 31, 2006
                               
U.S. Treasury
  $ 1,007,796     $ 8,424     $ 20,250     $ 995,970  
Federal agency
    180,322       1,815       3,350       178,787  
Mortgage-backed securities
    5,494,156       18,085       117,042       5,395,199  
Asset-backed and corporate debt securities
    238,422       2,312       506       240,228  
States and political subdivisions
    552,887       11,702       1,068       563,521  
Other
    222,992       13,088       586       235,494  
 
Total securities
  $ 7,696,575     $ 55,426     $ 142,802     $ 7,609,199  
 
 
December 31, 2005
                               
U.S. Treasury
  $ 992,953     $ 17,282     $ 6,502     $ 1,003,733  
Federal agency
    181,196       2,132       2,895       180,433  
Mortgage-backed securities
    5,437,449       27,849       69,929       5,395,369  
Asset-backed and corporate debt securities
    245,758       2,385       424       247,719  
States and political subdivisions
    607,499       14,537       1,211       620,825  
Other
    415,954       11,283       688       426,549  
 
Total securities
  $ 7,880,809     $ 75,468     $ 81,649     $ 7,874,628  
 
 
March 31, 2005
                               
U.S. Treasury
  $ 427,964     $ 19,546     $ 452     $ 447,058  
Federal agency
    212,297       2,071       4,037       210,331  
Mortgage-backed securities
    5,895,991       42,751       66,234       5,872,508  
Asset-backed and corporate debt securities
    395,944       2,764       623       398,085  
States and political subdivisions
    667,108       25,065       1,127       691,046  
Other
    450,894       19,046       3,692       466,248  
 
Total securities
  $ 8,050,198     $ 111,243     $ 6,165     $ 8,085,276  
 
As of December 31, 2005 and March 31, 2005, the other category included the Corporation’s internally managed equity portfolio of bank and thrift common stock investments (bank stock fund). The bank stock fund had an amortized cost and fair value of $135 million and $139 million, respectively, at December 31, 2005 and an amortized cost and fair value of $220 million and $229 million, respectively, at March 31, 2005. No such balances were outstanding at March 31, 2006 as the Corporation no longer maintains a bank stock fund.
The following table presents the age of gross unrealized losses and associated fair value by investment category.
                                                 
    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  
 
U.S. Treasury
  $ 651,717     $ 19,986     $ 15,334     $ 264     $ 667,051     $ 20,250  
Federal agency
    30,814       692       139,335       2,658       170,149       3,350  
Mortgage-backed securities
    3,033,541       62,188       1,514,408       54,854       4,547,949       117,042  
Asset-backed securities
    16,247       171       14,573       335       30,820       506  
States and political subdivisions
    41,132       181       41,912       887       83,044       1,068  
Other
    82,974       74       28,868       512       111,842       586  
 
Total
  $ 3,856,425     $ 83,292     $ 1,754,430     $ 59,510     $ 5,610,855     $ 142,802  
 
Management does not believe any individual unrealized loss as of March 31, 2006, represents an other-than-temporary impairment. The unrealized losses reported for mortgage-backed securities relate primarily to securities issued by FNMA, FHLMC, and private institutions. These unrealized losses are primarily attributable to changes in interest rates and individually were 10% or less of their respective amortized cost basis. The Corporation has both the intent and ability to hold these securities for the time necessary to recover the amortized cost.
At March 31, 2006, the fair value of securities pledged to secure public and trust deposits, U.S. Treasury notes, security repurchase agreements, FHLB borrowings, and derivative instruments totaled $6.8 billion.
At March 31, 2006, there were no securities of a single issuer, other than U.S. Treasury and Federal agency debentures and other U.S. government-sponsored agency securities, which exceeded 10% of stockholders’ equity.

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For the three months ended March 31, 2006 and 2005, gross securities gains of $14 million and $15 million, respectively, were recognized, while gross securities losses were $2 million and $620 thousand, respectively.
9. TRADING ASSETS AND LIABILITIES
Certain securities, loans, and derivative instruments are classified as trading when they are entered into primarily for the purpose of making short-term profits or to provide risk management products to customers. All trading instruments are carried at fair value. Trading securities primarily include U.S. Treasury securities, U.S. government agency securities, mortgage-backed securities, and corporate bonds. Trading loans consist mainly of the guaranteed portion of Small Business Administration loans. Trading securities and loans are classified within Other Investments on the balance sheet. Trading derivative instruments principally represent interest rate swaps and options entered into with commercial banking customers to meet their risk management needs. The fair values of trading derivatives are included in Derivative Assets and Derivative Liabilities on the balance sheet. Further detail on derivative instruments is included in Note 23. Trading liabilities also include obligations to purchase securities that have already been sold to other third parties. These obligations are called securities sold short and are included in Borrowed Funds.
The following table presents the fair values of trading assets and liabilities:
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
Trading assets:
                       
Securities
  $ 414,673     $ 409,406     $ 202,998  
Loans
    496,387       526,751       387,120  
Derivative instruments
    138,261       125,325       121,316  
 
Total trading assets
  $ 1,049,321     $ 1,061,482     $ 711,434  
 
 
                       
Trading liabilities:
                       
Securities sold short
  $ 138,015     $ 25,858     $ 82,273  
Derivative instruments
    116,953       98,835       105,607  
 
Total trading liabilities
  $ 254,968     $ 124,693     $ 187,880  
 
Trading revenue includes both net interest income from trading securities, loans, and securities sold short, and gains and losses from changes in the fair value of trading instruments. Gains and losses on trading instruments are included either within brokerage revenue or other income on the income statement. Total revenue from trading activities for the three months ended March 31, 2006 and 2005 was as follows:
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Net interest income
  $ 12,455     $ 6,986  
Gains (losses):
               
Securities and securities sold short
    6,795       560  
Loans
    (1,099 )     1,275  
Derivative instruments
    3,370       7,288  
 
Total net gains in noninterest income
    9,066       9,123  
 
Total net trading revenue
  $ 21,521     $ 16,109  
 
10. PRINCIPAL INVESTMENTS
The principal investment portfolio is managed within the Wholesale Banking line of business. The direct portfolio primarily consists of investments in the consumer, retail, manufacturing, automotive, commercial services, health care, commercial distribution, and building products industries with the largest industry, manufacturing, constituting approximately 19% of the total principal investment portfolio. The indirect portfolio consists of investments in private equity funds managed by third parties. Each fund is diversified according to the terms of the fund’s agreement and the general partner’s direction. A rollforward of principal investments follows:
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Direct Investments:
               
Carrying value at beginning of period
  $ 316,974     $ 323,028  
Investments — new fundings
    10,513       7,608  
Returns of capital and write-offs
    (5,793 )     (20,963 )

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    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Fair value adjustments
    (2,781 )     3,466  
 
Carrying value at end of period
  $ 318,913     $ 313,139  
 
Indirect Investments:
               
Carrying value at beginning of period
  $ 343,864     $ 342,517  
Investments — new fundings
    22,573       16,945  
Returns of capital and write-offs
    (17,803 )     (8,386 )
Fair value adjustments
    (212 )     (476 )
 
Carrying value at end of period
  $ 348,422     $ 350,600  
 
Total Principal Investments:
               
Carrying value at beginning of period
  $ 660,838     $ 665,545  
Investments — new fundings
    33,086       24,553  
Returns of capital and write-offs
    (23,596 )     (29,349 )
Fair value adjustments
    (2,993 )     2,990  
 
Carrying value at end of period
  $ 667,335     $ 663,739  
 
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Principal investment revenue (a)
  $ 6,453     $ 7,409  
 
Net principal investment gains (b)
    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
Accounting policies for principal investments are included in Note 1. Commitments to fund principal investments are discussed in Note 20.
11. GOODWILL AND OTHER INTANGIBLE ASSETS
A rollforward of goodwill by line of business for the three months ended March 31, 2006 follows:
                                 
    January 1   Goodwill   Impairment   March 31
(In Thousands)   2006   Adjustments (a)   Losses   2006
 
Consumer and Small Business Financial Services
  $ 1,025,340     $ (1,948 )   $     $ 1,023,392  
Wholesale Banking
    1,646,918       (5,066 )           1,641,852  
National City Mortgage
    62,394                   62,394  
National Consumer Finance
    347,756       (679 )           347,077  
Asset Management
    230,701       (417 )           230,284  
Parent and Other
                       
 
Total
  $ 3,313,109     $ (8,110 )   $     $ 3,304,999  
 
(a) Represents goodwill associated with acquired businesses, sold businesses, and purchase accounting adjustments.
The Corporation has finite-lived intangible assets capitalized on its balance sheet in the form of core deposit, credit card, operating lease, and other intangibles. A summary of these intangible assets at March 31 follows:
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
Core deposit intangibles
                       
Gross carrying amount
  $ 253,942     $ 253,942     $ 279,507  
Less: accumulated amortization
    127,394       119,607       120,426  
 
Net carrying amount
    126,548       134,335       159,081  
 
Credit card intangibles
                       
Gross carrying amount
    7,699       7,699       17,323  
Less: accumulated amortization
    1,767       1,626       15,502  
 
Net carrying amount
    5,932       6,073       1,821  
 
Operating lease
                       
Gross carrying amount
    47,205       47,205       47,205  
Less: accumulated amortization
    46,261       43,901       28,323  
 
Net carrying amount
    944       3,304       18,882  
 
Other intangibles
                       
Gross carrying amount
    47,690       47,690       29,658  
Less: accumulated amortization
    25,828       23,049       10,983  
 
Net carrying amount
    21,862       24,641       18,675  
 
Total finite-lived intangibles
                       

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    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
Gross carrying amount
    356,536       356,536       373,693  
Less: accumulated amortization
    201,250       188,183       175,234  
 
Net carrying amount
  $ 155,286     $ 168,353     $ 198,459  
 
Amortization expense on finite-lived intangible assets totaled $13 million and $23 million for the three months ended March 31, 2006 and 2005, respectively. Amortization expense on finite-lived intangible assets is expected to total $37 million, $24 million, $20 million, $16 million, and $12 million for fiscal years 2007, 2008, 2009, 2010, and 2011, respectively.
12. SERVICING ASSETS
The Corporation has an obligation to service residential mortgage loans, commercial real estate loans, automobile loans, and credit card and home equity lines of credit. Classes of servicing assets are identified based on management’s method of managing the risks associated with these servicing assets. A description of the various classes of servicing assets follows.
Residential Mortgage Servicing Rights: The Corporation recognizes mortgage servicing rights (MSRs) on residential real estate loans sold by the National City Mortgage (NCM) and First Franklin business units when it undertakes an obligation to service these loans. Servicing of these loans is a significant business activity of the Corporation. MSRs are subject to declines in fair value, primarily resulting from prepayments of the underlying loans. The Corporation manages this risk by entering into derivative instruments which are expected to increase in value when the fair value of MSRs declines.
Effective January 1, 2006, the Corporation adopted the provisions of SFAS 156 and elected the fair value measurement method for MSRs. Upon adoption, the carrying value of the MSRs was increased to fair value by recognizing a cumulative-effect adjustment of $26 million pretax, or $17 million after-tax. Management selected the fair value measurement method of accounting for MSRs to be consistent with its risk management strategy to hedge the fair value of these assets. The fair value method of accounting for MSRs therefore matches the accounting for the related derivative instruments. Changes in the fair value of MSRs, as well as changes in fair value of the related derivative instruments, are recognized each period within loan servicing revenue on the income statement.
Changes in the carrying value of MSRs for the three months ended March 31, 2006 follow:
         
    March 31
(In Thousands)   2006
 
Balance at beginning of period
  $ 2,115,715  
Cumulative effect of change in accounting
    26,392  
Additions from loans sold with servicing retained
    119,414  
Subtractions from sales of servicing rights
    (196 )
Changes in fair value due to:
       
Time decay (a)
    (42,600 )
Payoffs (b)
    (76,758 )
Changes in valuation inputs or assumptions (c)
    219,650  
 
Fair value of MSRs at end of period
  $ 2,361,617  
 
Unpaid principal balance of loans serviced for others (in millions)
  $ 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 .
Prior to January 1, 2006, MSRs were recorded at the lower of their initial carrying value, net of accumulated amortization and hedge accounting adjustments, or fair value. Certain MSRs hedged with derivative instruments as part of SFAS 133 hedging relationships were valued at fair value which may have exceeded their initial carrying value. Changes in fair value, resulting from the application of hedge accounting, became part of the MSR basis. MSRs were periodically evaluated for impairment, and a valuation allowance established through a charge to income when the carrying value, including hedge accounting adjustments (if applicable), exceeded the fair value and was believed to be temporary. Other-than-temporary impairments were recognized if the recoverability of the carrying value was determined to be remote. There were no other-than-temporary impairments recognized in the three months ended March 31, 2005. Changes in the carrying value of MSRs and the associated valuation allowance for the three months ended March 31, 2005 follow:

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    March 31
(In Thousands)   2005
 
Balance at beginning of period
  $ 1,612,096  
Additions from loans sold with servicing retained
    152,723  
Amortization
    (111,329 )
SFAS 133 hedge basis adjustments
    189,750  
Sales
    (528 )
 
Carrying value before valuation allowance at end of period
    1,842,712  
 
Valuation allowance
       
Balance at beginning of period
    (107,230 )
Impairment recoveries
    51,862  
 
Balance at end of period
    (55,368 )
 
Net carrying value of MSRs at end of period
  $ 1,787,344  
 
 
Fair value disclosures:
       
Beginning of period
  $ 1,517,204  
End of period
    1,833,326  
 
 
Unpaid principal balance of loans serviced for others (in millions)
  $ 158,809  
 
The fair value of MSRs is estimated using a valuation model that calculates the present value of estimated future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs, and other economic factors, which are determined based on current market conditions. The MSR valuation model is validated on an annual basis by independent third parties. Validation procedures include verifying the accuracy of the model’s computations and assessing the reasonableness of assumptions.
The valuation model uses a static discounted cash flow methodology incorporating current market interest rates. A static model does not attempt to forecast or predict the future direction of interest rates; rather it estimates the amount and timing of future servicing cash flows using current market interest rates. The current mortgage interest rate influences the prepayment rate and therefore, the length of the cash flows associated with the servicing asset, while the discount rate determines the present value of those cash flows. Expected mortgage loan prepayment assumptions are derived from a third party model and consider empirical data drawn from the historical performance of the Corporation’s MSR portfolio.
The key economic assumptions used in determining the fair value of MSRs capitalized during the three months ended March 31, 2006 and 2005 were as follows:
                 
    March 31   March 31
    2006   2005
 
Weighted-average life (in years)
    3.7       4.0  
Weighted-average CPR
    28.02 %     23.22 %
Weighted-average discount rate
    10.77       10.07  
 
The key economic assumptions used in determining the fair value of MSRs as of March 31, 2006 and 2005 were as follows:
                 
    March 31   March 31
    2006   2005
 
Weighted-average life (in years)
    5.2       4.7  
Weighted-average CPR
    16.90 %     18.65 %
Weighted-average discount rate
    10.09       9.74  
 
Commercial Real Estate Servicing Assets: Commercial real estate servicing assets are recognized upon selling commercial real estate loans into the secondary market or from purchasing or assuming the right to service commercial real estate loans originated by others. The Corporation does not employ a risk management strategy to protect the value of these servicing assets. Effective January 1, 2006, these servicing assets are initially measured at fair value and subsequently accounted for using the amortization method. Under this method, the assets are amortized in proportion to and over the period of estimated servicing income and are evaluated for impairment on a quarterly basis. For purposes of the impairment analysis, management stratifies these servicing assets by loan type as well as by the term of the underlying loans. When the carrying value exceeds the fair value and is believed to be temporary, a valuation allowance is established by a charge to income. Other-than-temporary impairment is recognized when the recoverability of the carrying value is determined to be remote. When this situation occurs, the unrecoverable portion of the valuation allowance is applied as a direct write-down to the carrying value of the servicing asset. Unlike a valuation allowance, a direct write-down permanently reduces the carrying value of the servicing asset and the valuation allowance, precluding recognition of subsequent

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recoveries. There were no other-than-temporary impairments on commercial real estate servicing assets recognized during the three months ended March 31, 2006 or 2005.
The fair value of commercial real estate servicing assets is estimated by using either a third-party opinion of value or an internal valuation model. Both methods are based on calculating the present value of estimated future net servicing cash flows, taking into consideration discount rates, prepayments, and servicing costs. The internal valuation model is validated at least annually through a third-party valuation.
Commercial real estate servicing assets are recorded in other assets on the balance sheet. Changes in the carrying value of the commercial real estate servicing assets, and the associated valuation allowance follow for the three months ended March 31 2006 and 2005 follow:
                 
    March 31   March 31
(In Thousands)   2006   2005
 
Commercial real estate servicing assets
               
Balance at beginning of period
  $ 138,408     $ 125,778  
Additions:
               
From loans sold with servicing retained
    5,076       2,505  
From purchases of servicing
    377       8,129  
Subtractions:
               
Amortization
    (5,070 )     (3,830 )
Sales
          (193 )
 
Carrying value before valuation allowance at end of period
    138,791       132,389  
 
Valuation allowance
               
Balance at beginning of period
    (1,075 )     (1,032 )
Impairment (charges) recoveries
    (55 )     180  
 
Balance at end of period
    (1,130 )     (852 )
 
Net carrying value of servicing assets at end of period
  $ 137,661     $ 131,537  
 
 
               
Fair value disclosures:
               
Beginning of period
  $ 163,182     $ 149,820  
End of period
    173,881       152,242  
 
               
 
Unpaid principal balance of commercial real estate loans serviced for others (in millions)
  $ 14,736     $ 12,231  
 
The key economic assumptions used to estimate the fair value of the commercial real estate servicing assets as of March 31, 2006 and 2005 were as follows:
                 
    March 31   March 31
    2006   2005
 
Weighted-average life (in years)
    8.5       8.4  
Weighted-average discount rate
    13.73 %     13.88 %
 
Other Servicing Obligations: The Corporation also has recognized servicing assets related to sales or securitizations of automobile loans and home equity lines of credit. These servicing assets are accounted for using the amortization method as the risk related to these assets is not managed with derivatives or other financial instruments. These servicing assets are included in other assets on the balance sheet. The servicing asset related to securitized auto loans was $18 million and $6 million as of March 31, 2006 and 2005, respectively. The servicing asset related to home equity lines of credit was $6 million at March 31, 2006, with no such asset recognized at March 31, 2005. No servicing asset or liability has been recognized related to the Corporation’s obligation to service credit card loans as the fee received for performing this service is deemed adequate compensation, as it approximates the amount that would be paid to fairly compensate a substitute servicer, if one would be required.

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Contractual Servicing Fees: Contractual servicing fees, including late fees and ancillary income, for each type of loan serviced are presented below. Contractual servicing fees are included within loan servicing revenue on the income statement.
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Residential real estate
  $ 147,633     $ 129,744  
Credit card
    20,323       21,389  
Commercial real estate
    7,196       5,650  
Automobile
    10,045       3,288  
Home equity lines of credit
    2,027        
 
Total contractual servicing fees
  $ 187,224     $ 160,071  
 
13. BORROWED FUNDS
Detail of borrowed funds follows:
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
U.S. Treasury notes
  $ 75,797     $ 1,753,807     $ 734,230  
Commercial paper
    1,311,243       1,051,421       657,257  
Federal Home Loan Bank Advances
          150,000        
Senior bank notes
    98,000       137,000       60,000  
Federal Reserve borrowings
    510,000              
Other
    466,206       425,309       345,306  
 
Total borrowed funds
  $ 2,461,246     $ 3,517,537     $ 1,796,793  
 
Weighted-average rate
    4.84 %     4.06 %     2.59 %
 
U.S. Treasury notes represent secured borrowings from the U.S. Treasury. These borrowings are collateralized by qualifying securities and commercial loans. The funds are placed at the discretion of the U.S. Treasury. At March 31, 2006, all outstanding U.S. Treasury notes were callable on demand by the U.S. Treasury. At December 31, 2005, $854 million of U.S. Treasury notes were callable on demand by the U.S. Treasury and $900 million of the notes were term notes with stated maturities of less than one month. At March 31, 2005, $234 million of notes were callable on demand by the U.S. Treasury and $500 million of the notes were term notes with a stated maturity of less than one month.
Commercial paper is issued by the Corporation’s subsidiary, National City Credit Corporation. As of March 31, 2006, the entire balance is due within 3 months or less with the exception of $2 million which matures in 6 months or less.
The senior bank notes are issued by National City’s bank subsidiaries and have maturities of 3 months or less at March 31, 2006.
The Federal Reserve borrowings have a maturity of less than one week as of March 31, 2006.
The other category at March 31, 2006, December 31, 2005, and March 31, 2005 included liabilities totaling $303 million, $311 million, and $207 million, respectively, related to mortgage loans available for repurchase under GNMA and FNMA loan sale programs. See further discussion in Note 1.
14. LONG-TERM DEBT
The composition of long-term debt follows. This note excludes the discussion and amounts associated with the junior subordinated notes owed to the unconsolidated subsidiary trusts. See Note 15 for further discussion on these obligations.
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
7.20% subordinated notes redeemed 2005
  $     $     $ 250,496  
3.20% senior notes due 2008
    287,207       288,374       287,322  
3.125% senior notes due 2009
    187,466       189,023       187,951  
5.75% subordinated notes due 2009
    302,567       306,487       310,046  
5.087% variable-rate senior note due 2010
    299,887       299,880        
4.90% senior notes due 2015
    382,605       390,848       265,767  
6.875% subordinated notes due 2019
    753,151       782,748       770,227  
8.375% senior note due 2032
    69,599       73,059       73,529  
Other
                880  
 
Total holding company
    2,282,482       2,330,419       2,146,218  

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    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
Senior bank notes
    25,205,931       22,087,766       23,420,085  
7.25% subordinated notes due 2010
    239,792       244,601       248,421  
6.30% subordinated notes due 2011
    207,461       211,699       213,755  
7.25% subordinated notes due 2011
    195,459       199,501       198,707  
6.25% subordinated notes due 2011
    308,805       315,074       317,715  
6.20% subordinated notes due 2011
    503,106       514,262       515,804  
4.63% subordinated notes due 2013
    290,840       298,401       299,339  
4.25% subordinated notes due 2018
    218,784       227,077       221,158  
Federal Home Loan Bank advances
    3,812,219       3,920,391       4,851,321  
Secured debt financings
    28,556       130,970       480,175  
Other
    12,387       15,932        
 
Total bank subsidiaries
    31,023,340       28,165,674       30,766,480  
 
Total long-term debt
  $ 33,305,822     $ 30,496,093     $ 32,912,698  
 
The amounts above represent the par value of the debt adjusted for any unamortized discount, other basis adjustments related to hedging the debt with derivative instruments, and fair value adjustments recognized in connection with debt acquired through acquisitions. The Corporation uses derivative instruments, primarily interest rate swaps and caps, to manage interest rate risk on its long-term debt. Interest rate swaps are used to hedge the fair value of certain fixed-rate debt by converting the debt to variable rate and are also used to hedge the cash flow variability associated with certain variable-rate debt by converting the debt to fixed rate. Interest rate caps are used to hedge cash flow variability by capping the interest payments associated with variable-rate debt issuances. Interest rate swaps and caps are based on the one- or three-month London Interbank Offering Rate (LIBOR) rate, the Federal Funds rate, or the Prime rate. Further discussion on derivative instruments is included in Notes 1 and 23.
The subordinated notes of the holding company and bank subsidiaries qualify for Tier 2 capital under the regulatory capital requirements of the federal banking agencies. Further discussion on regulatory capital requirements is included in Note 16.
A summary of par values and weighted-average rates of long-term debt as of March 31, 2006 follows. The weighted-average effective rate includes the effects of derivative instruments used to manage interest rate risk, amortization of discounts, and amortization of fair value adjustments associated with debt acquired through acquisitions.
                         
            Weighted-Average   Weighted-Average
(Dollars in Thousands)   Par Value   Contractual Rate   Effective Rate
 
Senior bank notes
  $ 25,287,273       4.65 %     4.67 %
Subordinated notes
    2,975,000       6.15       5.26  
Senior notes
    1,275,000       4.89       5.94  
FHLB advances
    3,780,062       4.83       4.26  
Secured debt financings
    28,499       7.03       6.52  
Other
    12,386       6.20       6.20  
 
Total long-term debt
  $ 33,358,220       4.82 %     4.73 %
 
Senior bank notes are issued by National City’s bank subsidiaries. During the first three months of 2006, senior bank notes with a par value of $5.7 billion were issued by the bank subsidiaries. At March 31, 2006, senior bank notes totaling $3.8 billion were contractually based on a fixed rate of interest and $21.5 billion were contractually based on a variable rate of interest. Senior bank notes have maturities ranging from 2006 to 2078.
All subordinated notes of the bank subsidiaries were issued at fixed rates, pay interest semi-annually and may not be redeemed prior to maturity. The 8.375% senior note of the holding company was acquired with Provident, is fixed-rate, pays interest quarterly, and is callable on July 15, 2007. All remaining senior notes and subordinated notes of the holding company pay interest semi-annually and may not be redeemed prior to maturity.
At March 31, 2006, Federal Home Loan Bank (FHLB) advances consisted of $855 million of fixed-rate obligations and $2.9 billion of variable-rate obligations. The Corporation’s maximum remaining borrowing limit with the FHLB was $732 million at March 31, 2006. The Corporation pledged $17.1 billion in residential real estate loans and $9.4 billion in home equity lines of credit as collateral against FHLB borrowings at March 31, 2006. FHLB advances have maturities ranging from 2006 to 2030.
15. JUNIOR SUBORDINATED DEBENTURES OWED TO UNCONSOLIDATED SUBSIDIARY TRUSTS AND CORPORATION-OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF SUBSIDIARY TRUSTS HOLDING SOLELY DEBENTURES OF THE CORPORATION
As of March 31, 2006, National City sponsored five trusts, of which 100% of the common equity is owned by the Corporation, formed for the purpose of issuing corporation-obligated mandatorily redeemable capital securities (the capital securities) to third-party investors and investing the proceeds from the sale of such capital securities solely in junior subordinated debt securities of the Corporation (the debentures). The debentures held by each trust are the sole assets of that trust.

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Distributions on the capital securities issued by First of America Capital Trust I, Fort Wayne Capital Trust I, and Provident Capital Trust I are payable semi-annually at a rate per annum equal to the interest rate being earned by the trust on the debentures held by these trusts. Distributions on the capital securities issued by Allegiant Capital Trust II are payable quarterly at a rate per annum equal to the interest rate being earned by the trust on the debentures held by these trusts. Distributions on the capital securities issued by Banc Services Corp. Statutory Trust I are payable quarterly at a variable rate equal to the three-month LIBOR rate plus 3.45 basis points, with a maximum interest rate of 11.95%. The interest rate associated with the Banc Services Corp. Statutory Trust capital securities was 8.41% at March 31, 2006.
The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. The Corporation has entered into agreements which, taken collectively, fully and unconditionally guarantee the capital securities subject to the terms of each of the guarantees. The debentures held by the trusts are first redeemable, in whole or in part, by the Corporation as follows:
         
    First Call Date
 
Allegiant Capital Trust II
  September 30, 2006
Provident Capital Trust I
  December 1, 2006
First of America Capital Trust I
  January 31, 2007
Fort Wayne Capital Trust I
  April 15, 2007
Banc Services Corp. Statutory Trust I
  June 26, 2007
 
During the first three months of 2006, the Corporation redeemed the capital securities of Provident Capital Trust IV.
The capital securities held by the trusts qualify as Tier 1 capital under Federal Reserve Board guidelines. On March 1, 2005, the Federal Reserve issued rules that retain Tier 1 capital treatment for trust preferred securities but with stricter limits. Under the final rules, after a five-year transition period, the aggregate amount of trust preferred securities and certain other capital elements will retain its current limit of 25% of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. These rules had no impact on the Corporation’s Tier 1 capital.
Consolidated debt obligations related to subsidiary trusts holding solely debentures of the Corporation follow. These amounts represent the par value of the obligations owed to the subsidiary trusts, including the Corporation’s ownership interest in the trusts, plus basis adjustments related to hedging the obligations with derivative instruments and fair value adjustments recognized in connection with obligations acquired through acquisition.
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
8.12% junior subordinated debentures owed to First of America Capital Trust I due January 31, 2027
  $ 154,640     $ 154,640     $ 154,640  
9.85% junior subordinated debentures owed to Fort Wayne Capital Trust I due April 15, 2027
    30,928       30,928       30,928  
9.00% junior subordinated debentures owed to Allegiant Capital Trust II due September 30, 2031
    42,250       42,725       44,150  
8.60% junior subordinated debentures owed to Provident Capital Trust I due December 1, 2026
    107,578       109,373       114,306  
10.25% junior subordinated debentures owed to Provident Capital Trust III redeemed December 30, 2005
                118,974  
9.45% junior subordinated debentures owed to Provident Capital Trust IV redeemed March 30, 2006
          128,339       129,218  
Variable-rate junior subordinated debentures owed to Banc Services Corp. Statutory Trust I due June 26, 2032
    7,468       7,518       7,669  
 
Total junior subordinated debentures owed to unconsolidated subsidiary trusts
  $ 342,864     $ 473,523     $ 599,885  
 
16. REGULATORY RESTRICTIONS AND CAPITAL RATIOS
The Corporation and its banking subsidiaries are subject to various regulatory capital requirements of federal banking agencies that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Failure to meet minimum capital requirements can result in certain mandatory and possible additional discretionary actions by regulators that could have a material effect on financial position and operations.

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Regulatory and other capital measures follow:
                                                 
    March 31   December 31   March 31
    2006   2005   2005
(Dollars in Thousands)   Amount   Ratio   Amount   Ratio   Amount   Ratio
 
Total equity/assets
  $ 12,622,938       9.00 %   $ 12,612,871       8.86 %   $ 12,643,489       8.97 %
Total common equity/assets
    12,622,938       9.00       12,612,871       8.86       12,643,489       8.97  
Tangible common equity/tangible assets
    9,162,653       6.70       9,131,409       6.57       9,146,978       6.65  
Tier 1 capital
    9,395,516       7.38       9,517,347       7.43       9,731,155       7.91  
Total risk-based capital
    13,120,919       10.31       13,499,910       10.54       13,853,377       11.25  
Leverage
    9,395,516       6.92       9,517,347       6.83       9,731,155       7.22  
 
The tangible common equity ratio excludes goodwill and other intangible assets from both the numerator and denominator.
Tier 1 capital consists of total equity plus qualifying capital securities and minority interests, less unrealized gains and losses accumulated in other comprehensive income, certain intangible assets, and adjustments related to the valuation of servicing assets and certain equity investments in nonfinancial companies (principal investments).
Total risk-based capital is comprised of Tier 1 capital plus qualifying subordinated debt and allowance for loan losses and a portion of unrealized gains on certain equity securities.
Both the Tier 1 and the total risk-based capital ratios are computed by dividing the respective capital amounts by risk-weighted assets, as defined.
The leverage ratio reflects Tier 1 capital divided by average total assets for the period. Average assets used in the calculation exclude certain intangible and servicing assets.
National City Corporation’s Tier 1, total risk-based capital, and leverage ratios for the current period are based on preliminary data. Such ratios are above the required minimum levels of 4.00%, 8.00%, and 3.00%, respectively. The capital levels at all of National City’s subsidiary banks are maintained at or above the well-capitalized minimums of 6.00%, 10.00%, and 5.00% for the Tier 1 capital, total risk-based capital, and leverage ratios, respectively. As of the most recent notification from the Federal Deposit Insurance Corporation, which was March 15, 2006, each of the Corporation’s subsidiary banks was considered well-capitalized under the regulatory framework for prompt corrective action. There have been no conditions or events since these filings were made that management believes have changed any subsidiary bank’s capital category. As of March 31, 2006, each of the subsidiary banks was also categorized as well-capitalized.
As discussed in Note 15, the capital securities held by the First of America, Fort Wayne, Allegiant, Provident, and Banc Services Corp. subsidiary trusts qualify as Tier 1 capital under Federal Reserve Board guidelines. On March 1, 2005, the Federal Reserve issued rules that retain Tier 1 capital treatment for trust preferred securities but with stricter limits. Under these rules, after a five-year transition period, the aggregate amount of trust preferred securities and certain other capital elements will retain its current limit of 25% of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. These rules had no impact on the Corporation’s Tier 1 capital.
The Corporation’s subsidiary banks are required to maintain noninterest bearing reserve balances with the Federal Reserve Bank. There was no required reserve balance at March 31, 2006.
Under current Federal Reserve regulations, the banking subsidiaries are limited in the amount they may loan to the parent company and its nonbank subsidiaries. Loans to a single affiliate may not exceed 10% and loans to all affiliates may not exceed 20% of the bank’s capital stock, surplus and undivided profits, plus the allowance for loan losses. Loans from subsidiary banks to nonbank affiliates, including the parent company, are also required to be collateralized.
Dividends paid by subsidiary banks to the parent company are also subject to certain legal and regulatory limitations. In 2006, the subsidiary banks may pay dividends of $1 billion, plus an additional amount equal to their net profits for the remainder of 2006, as defined by statute, up to the date of any such dividend declaration, without prior regulatory approval.
17. STOCKHOLDERS’ EQUITY
A summary of outstanding shares of preferred and common stock follows:

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    March 31   December 31   March 31
    2006   2005   2005
 
Preferred Stock, no par value, $100 liquidation value per share, authorized 5,000,000 shares
    70,272       70,272       70,272  
Common Stock, $4 par value, authorized 1,400,000,000 shares
    609,991,042       615,047,663       637,771,299  
 
Stock Repurchases: On October 24, 2005, the Corporation’s Board of Directors authorized the repurchase of up to 40 million shares of National City common stock, subject to an aggregate purchase limit of $1.6 billion. Shares repurchased under this program are held for reissue in connection with stock compensation plans and for general corporate purposes. During the first three months of 2006 and 2005, the Corporation repurchased 7.5 million and 13.9 million shares, respectively. As of March 31, 2006, 26.1 million shares remain authorized for repurchase.
Prefe r red Stock: In connection with the acquisition of Provident on July 1, 2004, 70,272 shares of National City Series D convertible non-voting preferred stock were issued. Each share of Series D preferred stock is convertible at any time by the holder into 15.96 shares of National City common stock. The conversion rate is subject to adjustment in the event the Corporation takes certain actions such as paying a dividend in stock, splitting its common stock, or combining its common stock into a smaller number of shares. Common shares deliverable upon conversion of the preferred stock have been reserved for future issuance. The Corporation has no right to redeem the preferred stock. Dividends are paid on the preferred stock when dividends are paid on common stock at the dividend rate per common share multiplied by the preferred stock conversion ratio. The Series D preferred stock shall be preferred over the Corporation’s common stock in the event of liquidation or dissolution of the Corporation. In such event, the preferred holders will be entitled to receive $100 per share, or $7 million, plus accrued and unpaid dividends.
Preferred Securities of Subsidiaries: As part of the acquisition of Provident, PFGI Capital Corporation (PFGI Capital) became a consolidated subsidiary of the Corporation. The purpose of PFGI Capital is to hold and manage commercial mortgage loan assets and other authorized investments acquired from the Corporation to generate net income for distribution to its stockholders. PFGI Capital has elected to be treated as a real estate investment trust (REIT) for federal income tax purposes. Upon its formation, PFGI Capital issued 6.6 million equity units (PRIDES) to outside investors. Each PRIDES was comprised of two components — a three-year forward purchase contract and PFGI Capital Series A Preferred Stock. During the first quarter of 2005, certain PRIDES holders exercised their Forward Purchase Contracts which entitled them to purchase 3,801,903 newly issued shares of National City common stock for $97 million. All such forward contracts were exercised in 2005. The ownership by outside investors is accounted for as a minority interest in the consolidated financial statements.
Other Comprehensive Income: A summary of activity in accumulated other comprehensive income follows.
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Accumulated unrealized (losses) gains on securities available for sale at January 1, net of tax
  $ (4,018 )   $ 107,193  
Net unrealized losses for the period, net of tax benefit of $24,318 in 2006 and $40,455 in 2005
    (45,162 )     (75,131 )
Reclassification adjustment for gains included in net income, net of tax expense of $4,101 in 2006 and $4,989 in 2005
    (7,615 )     (9,264 )
 
Effect on other comprehensive income for the period
    (52,777 )     (84,395 )
 
Accumulated unrealized (losses) gains on securities available for sale at March 31, net of tax
  $ (56,795 )   $ 22,798  
 
Accumulated unrealized gains (losses) on derivatives used in cash flow hedging relationships at January 1, net of tax
  $ 15,883     $ (6,605 )
Net unrealized gains for the period, net of tax expense $4,719 in 2006 and $12,319 in 2005
    8,764       22,878  
Reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of $9,224 in 2006 and $(4,185) in 2005
    (17,130 )     7,771  
 
Effect on other comprehensive income for the period
    (8,366 )     30,649  
 
Accumulated unrealized gains on derivatives used in cash flow hedging relationships at March 31, net of tax
  $ 7,517     $ 24,044  
 
Accumulated other comprehensive income at January 1, net of tax
  $ 11,865     $ 100,588  
Other comprehensive loss, net of tax
    (61,143 )     (53,746 )
 
Accumulated other comprehensive (loss) income at March 31, net of tax
  $ (49,278 )   $ 46,842  
 

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18. NET INCOME PER COMMON SHARE
Basic and diluted net income per common share calculations follow:
                 
    Three Months Ended
    March 31
(Dollars in Thousands, Except Per Share Amounts)   2006   2005
 
Basic
               
Net income
  $ 458,807     $ 484,142  
Less preferred dividends
    415       393  
 
Net income applicable to common stock
  $ 458,392     $ 483,749  
 
Average common shares outstanding
    611,910,838       643,004,817  
 
Net income per common share — basic
  $ .75     $ .75  
 
Diluted
               
Net income
  $ 458,807     $ 484,142  
 
Average common shares outstanding
    611,910,838       643,004,817  
Stock awards
    6,664,899       7,233,949  
Convertible preferred stock
    1,121,541       1,121,541  
Forward contracts
          1,127,180  
 
Average common shares outstanding — diluted
    619,697,278       652,487,487  
 
Net income per common share — diluted
  $ .74     $ .74  
 
Basic net income per common share is calculated by dividing net income, less dividend requirements on convertible preferred stock, by the weighted-average number of common shares outstanding for the period.
Diluted net income per common share takes into consideration the pro forma dilution of outstanding convertible preferred stock and certain unvested restricted stock and unexercised stock option awards. In 2005, diluted common shares outstanding also considered commitments to issue additional shares pursuant to forward contracts, which were exercised in full in 2005. For the three months ended March 31, 2006 and 2005, options to purchase 10.7 million and 5.1 million shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per share because the option exercise price exceeded the fair value of the stock such that their inclusion would have had an anti-dilutive effect. Diluted net income is not adjusted for preferred dividend requirements since preferred shares are assumed to be converted from the beginning of the period.
19. INCOME TAX EXPENSE
The composition of income tax expense follows:
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Applicable to income exclusive of securities transactions
  $ 199,691     $ 245,239  
Applicable to securities transactions
    4,089       4,988  
 
Income tax expense
  $ 203,780     $ 250,227  
 
The effective tax rate for the three month periods ended March 31, 2006 and 2005 was 30.8% and 34.1%, respectively.
20. COMMITMENTS, CONTINGENT LIABILITIES, GUARANTEES, AND RELATED PARTY TRANSACTIONS
Commitments: A summary of the contractual amount of significant commitments follows:
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
Commitments to extend credit:
                       
Commercial
  $ 23,042,125     $ 22,987,569     $ 19,361,150  
Residential real estate
    11,328,420       9,052,485       15,673,460  
Revolving home equity and credit card lines
    33,948,846       34,080,110       31,336,531  
Other
    804,740       646,576       425,961  
Standby letters of credit
    4,901,769       4,745,848       4,537,084  
Commercial letters of credit
    266,337       361,678       289,770  
Net commitments to sell mortgage loans and mortgage-backed securities
    6,011,158       1,495,089       5,457,780  
Net commitments to sell commercial real estate loans
    286,536       284,724       905,838  
Commitments to fund principal investments
    289,592       295,165       243,143  
Commitments to fund civic and community investments
    407,083       351,282       321,314  
Commitments to purchase beneficial interests in securitized automobile loans
    876,850       994,632        
 

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Commitments to extend credit are agreements to lend. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. Certain lending commitments for residential mortgage and commercial real estate loans to be sold into the secondary market are considered derivative instruments in accordance with SFAS 133. The changes in the fair value of these commitments due to changes in interest rates are recorded on the balance sheet as either derivative assets or derivative liabilities. The commitments related to residential mortgage loans and commercial real estate loans are included in residential real estate and commercial loans, respectively, in the above table. Further discussion on derivative instruments is included in Notes 1 and 23.
Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party. The credit risk associated with loan commitments and standby and commercial letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s credit assessment of the customer.
The Corporation enters into forward contracts for the future delivery or purchase of fixed-rate residential mortgage loans, mortgage-backed securities, and commercial real estate loans to reduce the interest rate risk associated with loans held for sale, commitments to fund loans, and mortgage servicing rights. These contracts are also considered derivative instruments under SFAS 133 and the fair value of these contracts are recorded on the balance sheet as either derivative assets or derivative liabilities. Further discussion on derivative instruments is included in Notes 1 and 23.
The Corporation has principal investment commitments to provide equity and mezzanine capital financing to private and public companies through either direct investments in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle. This cycle, over which privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, can vary based on overall market conditions as well as the nature and type of industry in which the companies operate.
The Corporation invests in low-income housing, small-business commercial real estate, and historic tax credit projects to promote the revitalization of low-to-moderate-income neighborhoods throughout the local communities of its banking subsidiaries. As a limited partner in these unconsolidated projects, the Corporation is allocated tax credits and deductions associated with the underlying projects. The commitments to fund civic and community investments represent funds committed for existing and future projects.
National City Bank, a subsidiary of the Corporation, along with other financial institutions, has agreed to provide backup liquidity to an unrelated commercial paper conduit. The conduit holds various third-party assets including beneficial interests in the cash flows of trade receivables, credit cards and other financial assets, as well as automobile loans securitized by the Corporation in 2005. In the event of a disruption in the commercial paper markets, the conduit could experience a liquidity event. At such time, the conduit may require National City Bank, as well as another financial institution, to purchase an undivided interest in its note representing a beneficial interest in the securitized automobile loans. This commitment expires in December 2006 but may be renewed annually for an additional 12 months by mutual agreement of the parties.
Contingent Liabilities and Guarantees: The Corporation enters into agreements to sell residential mortgage loans and home equity lines of credit (collectively, loans) in the normal course of business. These agreements usually require certain representations concerning credit information, loan documentation, collateral, and insurability. On occasion, investors have requested the Corporation to indemnify them against losses on certain loans or to repurchase loans which the investors believe do not comply with applicable representations. Upon completion of its own investigation, the Corporation generally repurchases or provides indemnification on such loans. Indemnification requests are generally received within two years subsequent to sale.
Management maintains a liability for estimated losses on loans expected to be repurchased or on which indemnification is expected to be provided and regularly evaluates the adequacy of this recourse liability based on trends in repurchase and indemnification requests, actual loss experience, known and inherent risks in the loans, and current economic conditions. Total loans sold, including loans sold with servicing released, were $14.1 billion and $18.0 billion for the first quarters of 2006 and 2005, respectively. Total loans repurchased or indemnified were $89 million and $111 million during the first three months of 2006 and 2005, respectively. Loans indemnified that remain outstanding totaled $335 million as of March 31, 2006. In addition, total loans sold of $103 million remain uninsured as of March 31, 2006. The volume and balance of uninsured government loans may be affected by processing or notification delays. Management believes the majority of the uninsured loans will become insured during the normal course of business. To the extent insurance is not obtained, the loans may be subject to repurchase. Uninsured government loans which were ultimately repurchased have been included in the repurchase totals above. Losses charged against the liability for estimated losses, including uninsured government loans, were $28 million and $16 million for the first three months of 2006 and 2005, respectively. At March 31, 2006, December 31, 2005 and March 31, 2005, the liability for estimated losses on repurchase and indemnification was $221 million, $238 million, and $212 million, respectively, and was included in other liabilities on the balance sheet.

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Red Mortgage Capital, a wholly owned subsidiary, is an approved Fannie Mae Delegated Underwriting and Servicing (DUS) mortgage lender. Under the Fannie Mae DUS program, Red Mortgage Capital underwrites, funds, and sells mortgage loans on multifamily rental projects. Red Mortgage Capital then services these mortgage loans on Fannie Mae’s behalf. Participation in the Fannie Mae DUS program requires Red Mortgage Capital to share the risk of loan losses with Fannie Mae. Under the loss sharing arrangement, Red Mortgage Capital and Fannie Mae split losses with one-third assumed by Red Mortgage Capital and two-thirds assumed by Fannie Mae. The Corporation provides a guarantee to Fannie Mae that it would fulfill all payments required of Red Mortgage Capital under the loss sharing arrangement if Red Mortgage Capital fails to meet its obligations. As of March 31, 2006, December 31, 2005 and March 31, 2005, Red Mortgage Capital serviced loans, with risk sharing under the DUS program, had outstanding principal balances aggregating $4.6 billion, $4.4 billion, and $4.4 billion, respectively. This guarantee will continue until such time as the loss sharing agreement is amended or Red Mortgage Capital no longer shares the risk of losses with Fannie Mae. The fair value of the guarantee, in the form of reserves for losses under the Fannie Mae DUS program, is recorded in accrued expenses and other liabilities on the balance sheet and totaled $8 million, $7 million, and $10 million at March 31, 2006, December 31, 2005, and March 31, 2005, respectively.
The guarantee liability for standby letters of credit was $45 million, $50 million, and $59 million at March 31, 2006, December 31, 2005, and March 31, 2005, respectively. This liability was recorded in other liabilities on the balance sheet. See above for further discussion on standby letters of credit and their associated outstanding commitments.
The Corporation, through various subsidiaries, formerly provided merchant card processing or sponsorship services. Under the rules of Visa ® and MasterCard ® , when a merchant processor acquires card transactions, it has certain contingent liabilities for the transactions processed. This contingent liability arises in the event of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder’s favor. In such a case, the transaction is “charged back” to the merchant and the disputed amount is credited or otherwise refunded to the cardholder. If the Corporation is unable to collect this amount from the merchant’s account, and if the merchant refuses or is unable to reimburse the Corporation for the chargeback due to liquidation or other reasons, the Corporation will bear the loss for the amount of the refund paid to the cardholder. The Corporation has exited the merchant card processing business and has no continuing or future exposure to potential chargeback liabilities, except for the exposure to United Airlines as described in the following paragraph.
In connection with the sale of the Corporation’s former subsidiary, National Processing, the Corporation retained the contractual obligation to process card transactions for United Airlines, Inc. until a successor processor could be appointed. The Corporation was paid $36 million to retain this obligation which was recognized in accrued expenses and other liabilities as a FIN 45 guarantee. On January 11, 2006, a successor processor began processing United’s card transactions. As a consequence, the Corporation’s exposure to potential chargebacks has diminished as previously unflown tickets have been utilized. As of March 31, 2006, the estimated dollar value of tickets purchased, but as yet unflown, under the United Airlines merchant processing contract was approximately $110 million. If United Airlines were to cease operations, the Corporation could become financially responsible for refunding these tickets. Based upon available information, this amount represents management’s best estimate of its maximum potential chargeback exposure. The Corporation holds no significant collateral related to this contract. However, management believes the risk of a material loss is remote. In the first three months of 2006, $31 million of the $36 million chargeback guarantee liability was recognized in other noninterest income as the chargeback exposure diminished. The balance of the exposure is expected to fall further in the next several months.
National City and its subsidiaries are involved in a number of legal proceedings arising from the conduct of their business activities. These proceedings include claims brought against the Corporation and its subsidiaries where National City acted as depository bank, lender, underwriter, fiduciary, financial advisor, broker or other business activities. Reserves are established for legal claims when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated.
On or about November 22, 2002, a claim was asserted in the Marion County Probate Court (Indiana) against National City Bank of Indiana, a subsidiary of the Corporation, concerning management of investments held in a trust for the benefit of the Americans for the Arts and The Poetry Foundation. The claim alleges failure to adequately and timely diversify investments held in this trust, which resulted in investment losses. The beneficiaries are seeking damages of as much as $100 million. In December 2005, the court entered an order granting National City Bank of Indiana’s motion for summary judgment, and the beneficiaries have filed an appeal. Management continues to believe that this claim does not have merit and that the risk of material loss is unlikely.
Beginning on June 22, 2005, a series of antitrust class action lawsuits were filed against Visa ® , MasterCard ® , and several major financial institutions, including seven cases naming the Corporation and its subsidiary, National City Bank of Kentucky. The plaintiffs, merchants operating commercial businesses throughout the U.S. and trade associations, claim that the interchange fees charged by card-issuing banks are unreasonable and seek injunctive relief and unspecified damages. The cases have been consolidated for pretrial proceedings in the United States District Court for the Eastern District of New York. Given the preliminary stage of these suits, it is not possible for management to assess the probability of a material adverse outcome or the range of possible damages, if any.

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On March 31, 2006, the Corporation and National City Bank were served with a patent infringement lawsuit filed in the United States District Court for the Eastern District of Texas. The plaintiff, Data Treasury Corporation, claims that the Corporation, as well as over 50 other financial institutions or check processors, are infringing on its patents involving check imaging, storage and transfer. The plaintiff seeks unspecified damages and injunctive relief. At this stage of this lawsuit, it is not possible for management to assess the probability of a material adverse outcome, or the range of possible damages, if any.
Based on information currently available, advice of counsel, available insurance coverage and established reserves, management believes that the eventual outcome of all claims against the Corporation and its subsidiaries will not, individually or in the aggregate, have a material adverse effect on consolidated financial position or results of operations. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the results of operations for a particular period.
Related Party Transactions: The Corporation has no material related party transactions which would require disclosure. In compliance with applicable banking regulations, the Corporation may extend credit to certain officers and directors of the Corporation and its banking subsidiaries in the ordinary course of business under substantially the same terms as comparable third-party lending arrangements.
21. STOCK OPTIONS AND AWARDS
Under the National City Corporation Long-Term Cash and Equity Incentive Plan (the Long-Term Incentive Plan) up to 45 million shares of National City common stock may be made the subject of option rights, stock appreciation rights, restricted awards, common stock awards, or restricted stock units, in the aggregate. In addition, no more than 13 million shares may be awarded in the form of restricted stock, restricted stock units, or common stock awards; and no more than 40 million shares may be awarded in the form of incentive stock options. As of March 31, 2006, stock options and restricted stock awards available for grant under the Long-Term Incentive Plan totaled 25 million and 9 million shares, respectively.
Stock Options: Stock options may be granted to officers and key employees to purchase shares of common stock at the market price of the common stock on the date of grant. These options generally become exercisable to the extent of 25% to 50% annually, beginning one year from the date of grant, and expire not later than 10 years from the date of grant. In addition, stock options may be granted that include the right to receive additional options if certain criteria are met. The exercise price of an additional option is equal to the market price of the common stock on the date the additional option is granted. Additional options vest six months from the date of grant and have a contractual term equal to the remaining term of the original option. During the first three months of 2006 and 2005, pretax compensation expense recognized for stock options totaled $6 million for each period. The tax benefit for each of the first three months of 2006 and 2005 was $2 million.
The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model was originally developed for use in estimating the fair value of traded options, which have different characteristics from the Corporation’s employee stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. Historically, the Corporation placed exclusive reliance on historical volatility to determine the expected volatility assumption. During the fourth quarter of 2005, the Corporation refined its method of estimating expected volatility to include both historical volatility and implied volatility based upon National City options traded in the open market. The expected dividend yield is computed based on the Corporation’s current dividend rate. The expected term of the options is based on the Corporation’s historical exercise experience, and the risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term approximating the expected life of the options. The following assumptions were used to determine the fair value of options granted in the periods stated below:
                 
    For the Three Months Ended
    2006   2005
 
Expected volatility
    19.7 %     20.9 %
Expected dividend yield
    4.4       3.7  
Risk-free interest rate
    4.0       3.5  
Expected term (in years)
    5       5  
 

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Stock option activity for the three months ended March 31 follows:
                                 
                    Weighted-    
                    Average    
            Weighted-   Remaining    
            Average   Contractual    
            Exercise   Term   Aggregate Intrinsic Value
    Shares   Price   (in years)   (In thousands)
 
Outstanding at January 1, 2005
    54,700,740     $ 29.83                  
Granted
    353,335       36.17                  
Exercised
    (1,305,286 )     23.71                  
Forfeited or expired
    (74,695 )     31.82                  
 
 
                               
Outstanding at March 31, 2005
    53,674,094     $ 30.02       5.6     $ 217,729  
 
 
                               
Exercisable at March 31, 2005
    44,111,961     $ 28.92       4.6     $ 217,696  
 
 
Outstanding at January 1, 2006
    50,135,498     $ 30.72                  
Granted
    186,946       34.60                  
Exercised
    (2,899,047 )     26.25                  
Forfeited or expired
    (256,539 )     35.14                  
 
 
                               
Outstanding at March 31, 2006
    47,166,858     $ 30.99       5.0     $ 197,898  
 
 
                               
Exercisable at March 31, 2006
    39,120,810     $ 30.15       4.3     $ 195,134  
 
The weighted-average grant date fair value of options granted during the three months ended March 31, 2006 and 2005 was $4.62 and $5.41, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2006 and 2005, was $25 million and $16 million, respectively. As of March 31, 2006, there was $34 million of total unrecognized compensation cost related to nonvested stock option awards. The cost is expected to be recognized over a period of four years.
Cash received from the exercise of options for the three months ended March 31, 2006 and 2005, was $57 million and $18 million, respectively. The tax benefit realized for the tax deductions from option exercises totaled $8 million and $4 million for the three months ended March 31, 2006 and 2005, respectively. The Corporation generally uses treasury shares to satisfy stock option exercises.
Restricted Shares: Restricted common shares may currently be awarded to officers, key employees, and outside directors. In general, restrictions on outside directors’ shares expire after nine months and restrictions on shares granted to key employees and officers expire within a four year period. The Corporation recognizes compensation expense over the restricted period. Pretax compensation expense recognized for restricted shares during the first three months of 2006 and 2005 totaled $10 million and $9 million, respectively. The tax benefit for each of the first three months of 2006 and 2005 was $4 million.
Restricted share activity follows:
                                 
            For the Three Months Ended          
    2006     2005  
            Weighted-             Weighted-  
            Average             Average  
            Grant Date             Grant Date  
    Shares     Fair Value     Shares     Fair Value  
 
Nonvested at January 1
    6,452,193     $ 33.76       4,838,125     $ 31.47  
Granted
    7,693       34.55       314,547       35.65  
Vested
    (256,372 )     33.98       (238,088 )     32.00  
Forfeited
    (115,393 )     33.55       (55,923 )     29.43  
 
Nonvested at March 31
    6,088,121     $ 33.75       4,858,661     $ 31.73  
 
As of March 31, 2006, there was $116 million of total unrecognized compensation cost related to restricted shares granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.5 years. The total fair value of shares vested during the three months ended March 31, 2006 and 2005, was $9 million for each period.

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22. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
National City has a noncontributory defined benefit pension plan covering substantially all employees. Pension benefits are derived from a cash balance formula, whereby credits based on salary, age, and years of service are allocated to employee accounts. Actuarially determined pension costs are charged to noninterest expense in the income statement. The funding policy is to contribute at least the minimum amount required by the Employee Retirement Income Security Act of 1974.
National City also has a benefit plan offering postretirement medical and life insurance benefits. The medical portion of the plan is contributory and the life insurance coverage is noncontributory to the participants. The Corporation has no plan assets attributable to the plan, and funds the benefits as claims arise. Benefit costs related to this plan are recognized in the periods employees provide service for such benefits. The Corporation reserves the right to terminate or make plan changes at any time.
Using an actuarial measurement date of October 31, components of net periodic cost for the three months ended March 31 follow:
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Pension Benefits
               
Service cost
  $ 14,532     $ 15,035  
Interest cost
    22,359       21,293  
Expected return on plan assets
    (34,682 )     (34,498 )
Amortization of prior service cost
    (1,189 )     (1,189 )
Recognized net actuarial loss
    275       375  
 
Net periodic cost
  $ 1,295     $ 1,016  
 
Postretirement Benefits
               
Service cost
  $ 596     $ 846  
Interest cost
    2,252       2,233  
Amortization of prior service cost
    62       24  
Transition obligation
    350       350  
Recognized net actuarial loss
    143       245  
 
Net periodic cost
  $ 3,403     $ 3,698  
 
Actuarial assumptions used to determine the net periodic costs were as follows:
                                 
    Pension Benefits   Postretirement Benefits
    2006   2005   2006   2005
 
Weighted-Average Assumptions
                               
Discount rate
    6.00 %     6.00 %     6.00 %     6.00 %
Rate of compensation increase
    2.75-7.50       2.75-7.50       2.75-7.50       2.75-7.50  
Expected long-term return on plan assets
    8.5       8.5              
 
The Corporation also maintains nonqualified supplemental retirement plans for certain key employees. All benefits provided under these plans are unfunded, and payments to plan participants are made by the Corporation. At March 31, 2006, December 31, 2005, and March 31, 2005, obligations of $97 million, $95 million and $91 million, respectively, were included in accrued expenses and other liabilities for these plans. Expenses related to these plans totaled $4 million for each of the first three months of 2006 and 2005.
Substantially all employees are eligible to contribute a portion of their pretax compensation to a defined contribution plan. The Corporation may make contributions to the plan for employees with one or more years of service in the form of National City common stock in varying amounts depending on participant contribution levels. In 2006 and 2005, the Corporation provided up to a 6.9% matching contribution. For the first three months of 2006 and 2005, the expense related to the plan was $27 million and $25 million, respectively.
23. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Corporation uses derivative instruments primarily to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities and on future cash flows. It also executes derivative instruments with its commercial banking customers to facilitate their risk management strategies. Derivative instruments represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based on a notional amount and an underlying as specified in the contract. A notional amount represents the number of units of a specific item, such as currency units or shares. An underlying represents a variable, such as an interest rate, security price, or price index. The amount of cash or other asset delivered from one party to the other is determined based on the interaction of the notional amount of the contract

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with the underlying. Derivatives are also implicit in certain contracts and commitments, such as residential and commercial real estate loan commitments, which by definition qualify as derivative instruments under SFAS 133.
Market risk is the risk of loss arising from an adverse change in interest rates, exchange rates, or equity prices. The Corporation’s primary market risk is interest rate risk. Management uses derivative instruments to protect against the risk of interest rate movements on the value of certain assets and liabilities and on future cash flows. These instruments include interest rate swaps, interest rate futures, interest rate options, forward agreements, and interest rate caps and floors with indices that relate to the pricing of specific assets and liabilities. The nature and volume of the derivative instruments used to manage interest rate risk depend on the level and type of assets and liabilities on the balance sheet and the risk management strategies for the current and anticipated rate environments.
As with any financial instrument, derivative instruments have inherent risks, primarily market and credit risk. Market risk associated with changes in interest rates is managed by establishing and monitoring limits as to the degree of risk that may be undertaken as part of the Corporation’s overall market risk monitoring process carried out by the Asset/Liability Management Committee. Further discussion of this process is contained in the Market Risk section of the Financial Review.
Credit risk occurs when a counterparty to a derivative contract where the Corporation has an unrealized gain fails to perform according to the terms of the agreement. Credit risk is managed by limiting the aggregate amount of net unrealized gains in agreements outstanding, monitoring the size and the maturity structure of the derivative portfolio, applying uniform credit standards to all activities with credit risk, and collateralizing gains. The Corporation has established bilateral collateral agreements with its major derivative dealer counterparties that provide for exchanges of marketable securities or cash to collateralize either party’s net gains. At March 31, 2006, these collateral agreements covered 99.8% of the notional amount of the total derivative portfolio, excluding futures, forward commitments to sell or purchase mortgage loans or mortgage-backed securities, and customer derivative contracts. At March 31, 2006, the Corporation held cash, U.S. government, and U.S. government-sponsored agency securities with a fair value of $140 million to collateralize net gains with counterparties and had pledged or delivered to counterparties U.S. government and U.S. government-sponsored agency securities with a fair value of $367 million to collateralize net losses with counterparties. The Corporation typically does not have collateral agreements covering open forward commitments to sell or purchase mortgage loans or mortgage-backed securities due to the fact these contracts usually mature within 90 days. Open futures contracts are also not covered by collateral agreements because the contracts are cash settled with counterparties daily. The credit risk associated with derivative instruments executed with the Corporation’s commercial banking customers is essentially the same as that involved in extending loans and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer.
Derivative contracts are valued using observable market prices, when available. In the absence of observable market prices, the Corporation uses discounted cash flow models to estimate the fair value of its derivatives. The interest rates used in these cash flow models are based on forward yield curves that are observable in the current cash and derivatives markets, consistent with how derivatives are valued by market participants. Cash flow models used for valuing derivative instruments are regularly validated by testing through comparison with other third parties. The estimated fair value of a mortgage banking loan commitment is based on the change in estimated fair value of the underlying mortgage loan and the probability that the mortgage loan will fund within the terms of the loan commitment. The change in fair value of the underlying mortgage loan is based on quoted mortgage-backed securities prices. The probability that the loan will fund is derived from the Corporation’s own historical empirical data. The change in value of the underlying mortgage loan is measured from the commitment date. At the time of issuance, the estimated fair value of the commitment is zero. The valuations presented in the following tables are based on yield curves, forward yield curves, and implied volatilities that were observable in the cash and derivatives markets on March 31, 2006, December 31, 2005, and March 31, 2005.
Fair Value Hedges: The Corporation primarily uses interest rate swaps, interest rate futures, interest rate caps and floors, interest rate options, interest rate forwards, and forward purchase and sales commitments to hedge the fair values of residential mortgage and commercial real estate loans held for sale and certain fixed-rate commercial portfolio loans for changes in interest rates. The Corporation also uses receive-fixed interest rate swaps to hedge the fair values of certain fixed-rate funding products against changes in interest rates. The funding products hedged include purchased certificates of deposit, long-term FHLB advances, senior and subordinated long-term debt, and senior bank notes.
Prior to January 1, 2006, certain derivative instruments were designated in SFAS 133 hedge relationships as hedges of residential mortgage servicing rights. Since the adoption of SFAS 156 on January 1, 2006, residential mortgage servicing rights are accounted for at fair value and are no longer designated in SFAS 133 hedge relationships. The derivative instruments used to hedge the risk related to these assets are now included in the Other Derivative Activities section below.
For specifically designated fair value hedges of certain fixed-rate debt, retrospective hedge effectiveness is assessed using the short-cut method when all of the criteria of paragraph 68 of SFAS 133 are met. For other fair value hedges of fixed-rate debt, including purchased certificates of deposit, management uses a monthly dollar offset ratio to test retrospective effectiveness. For fair value hedges of portfolio loans and residential mortgage loans held for sale, a dollar offset ratio test is performed on a daily basis. Effectiveness testing for commercial real estate loans held for sale is measured monthly using a dollar offset ratio. There were no components of derivative instruments that were excluded from the assessment of hedge effectiveness.

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For the three month periods ended March 31, 2006 and 2005, the Corporation recognized total net ineffective fair value hedge gains (losses) of $1 million and $(41) million, respectively. Details of net ineffective hedge gains and losses by hedge strategy are presented in the tables on page 43-44. Net ineffective hedge gains and losses on residential mortgage and commercial real estate loans held for sale are included in loan sale revenue on the income statement. Net ineffective hedge gains and losses related to hedging commercial portfolio loans and fixed-rate funding products are included in other noninterest income on the income statement. Net ineffective hedge gains and losses related to hedging mortgage servicing rights recognized prior to January 1, 2006 were included in loan servicing revenue on the income statement.
Cash Flow Hedges: The Corporation hedges cash flow variability related to variable-rate funding products, specifically FHLB advances, senior bank notes, and Federal funds borrowed, through the use of pay-fixed interest rate swaps and interest rate caps. The Corporation also sometimes uses forward starting pay-fixed interest rate swaps and caps to hedge forecasted cash flows associated with debt instruments anticipated to be issued in the future.
Retrospective hedge effectiveness for cash flow hedges of variable-rate funding products is determined using a dollar offset ratio applied on a monthly basis. There were no components of derivative instruments that were excluded from the assessment of hedge effectiveness. For the three month periods ended March 31, 2006 and 2005, the Corporation recognized net ineffective cash flow hedge losses of $34 thousand and $122 thousand, respectively. These losses are included in other noninterest income on the income statement.
Derivative gains and losses reclassified from accumulated other comprehensive income to current period earnings are included in the line item in which the hedged cash flows are recorded. At March 31, 2006, December 31, 2005, and March 31, 2005, accumulated other comprehensive income included a deferred after-tax net gain of $8 million, $16 million and $24 million, respectively, related to derivatives used to hedge funding cash flows. See Note 17 for further detail of the amounts included in accumulated other comprehensive income. The net after-tax derivative gain included in accumulated other comprehensive income at March 31, 2006 was projected to be reclassified into interest expense in conjunction with the recognition of interest payments on funding products through July 2008, with $10 million of after-tax net gain expected to be recognized in interest expense within the next year. There were no gains or losses reclassified into earnings in either the first quarter of 2006 or 2005 arising from the determination that the original forecasted transaction would not occur.

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Summary information regarding the interest rate derivatives portfolio used for interest rate risk management purposes and designated as accounting hedges under SFAS 133 at March 31, 2006, December 31, 2005, and March 31, 2005 follows:
                                                         
    March 31, 2006           December 31, 2005
            Derivative                   Derivative
                            Net Ineffective            
    Notional                   Hedge Gains   Notional        
(In Millions)   Amount   Asset   Liability   (Losses) (a)   Amount   Asset   Liability
 
Fair Value Hedges
                                                       
Commercial loans
                                                       
Receive-fixed interest rate swaps
  $ 121     $ 1.2     $ .4             $ 121     $ 1.5     $ .1  
Pay-fixed interest rate swaps
    3,430       65.4       17.6               3,864       49.4       38.5  
Pay-fixed interest rate swaptions sold
    50             .2               50             .5  
Interest rate caps sold
    200             .1               210             .1  
Interest rate floors sold
    260             .1               260             .4  
Interest rate futures purchased
    2,742                           3,146              
Interest rate futures sold
    2,991                           3,614              
 
Total
    9,794       66.6       18.4     $ 3.7       11,265       50.9       39.6  
 
Mortgage loans held for sale
                                                       
Forward commitments to sell mortgage loans and mortgage-backed securities
    3,004       19.4       2.9               2,670       1.3       20.5  
Receive-fixed interest rate swaps
    1,815       20.8       33.9               2,090       20.5       36.3  
Pay-fixed interest rate swaps
    550             .8               550             15.8  
Pay-fixed interest rate swaptions purchased
                              500       3.7        
Interest rate caps purchased
    2,000       9.5                     2,000       7.3        
Interest rate futures purchased
                              75              
 
Total
    7,369       49.7       37.6       .5       7,885       32.8       72.6  
 
Commercial real estate loans held for sale
                                                       
Forward commitments to sell commercial real estate loans
    104       .2       .1             13             .4  
 
Mortgage servicing rights (b)
                                                       
Forward commitments to purchase mortgage loans and mortgage-backed securities
                                    6,965       44.0        
Receive-fixed interest rate swaps
                                    11,810       79.9       217.4  
Receive-fixed interest rate swaptions purchased
                                    4,050       40.2        
Receive-fixed interest rate swaptions sold
                                    500              
Pay-fixed interest rate swaps
                                    2,000             3.6  
Pay-fixed interest rate swaptions purchased
                                    15,450       53.4        
Pay-fixed interest rate swaptions sold
                                    265             1.7  
Principal-only interest rate swaps
                                    864       5.5        
Options to purchase mortgage-backed securities
                                          1.5        
Interest rate caps purchased
                                    24,450       37.2        
Interest rate caps sold
                                    3,000              
Interest rate floors purchased
                                    500       4.6        
Interest rate futures purchased
                                    720              
 
Total
                            70,574       266.3       222.7  
 
Funding
                                                       
Receive-fixed interest rate swaps
    8,177       95.8       172.6               8,069       160.3       118.4  
Callable receive-fixed interest rate swaps
    2,541             117.2               2,780       1.2       85.1  
 
Total
    10,718       95.8       289.8       (3.1 )     10,849       161.5       203.5  
 
Total derivatives used in fair value hedges
    27,985       212.3       345.9       1.1       100,586       511.5       538.8  
 
Cash Flow Hedges
                                                       
Funding
                                                       
Pay-fixed interest rate swaps
                              275       4.6        
Interest rate caps purchased
    4,800       4.7                     4,800       18.9        
 
Total
    4,800       4.7                   5,075       23.5        
 
Total derivatives used in cash flow hedges
    4,800       4.7                   5,075       23.5        
 
Total derivatives used for interest rate risk management and designated in SFAS 133 relationships
  $ 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.

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    March 31, 2005
            Derivative   Net Ineffective
    Notional                   Hedge Gains
(In Millions)   Amount   Asset   Liability   (Losses) (a)
 
Fair Value Hedges
                               
Commercial loans
                               
Receive-fixed interest rate swaps
  $ 68     $ 1.4     $ .1          
Receive-fixed interest rate swaptions sold
    25                      
Pay-fixed interest rate swaps
    3,685       40.8       63.4          
Pay-fixed interest rate swaptions sold
    175             2.1          
Interest rate caps sold
    515             .3          
Interest rate floors sold
    260             1.4          
Interest rate futures purchased
    2,393                      
Interest rate futures sold
    2,967                      
 
Total
    10,088       42.2       67.3     $ 6.5  
 
Mortgage loans held for sale
                               
Forward commitments to sell mortgage loans and mortgage-backed securities
    1,802       64.6                
Receive-fixed interest rate swaps
    875       3.4       18.9          
Pay-fixed interest rate swaptions purchased
    750       1.3                
Interest rate caps purchased
    3,500       1.9                
Interest rate futures purchased
    110                      
 
Total
    7,037       71.2       18.9       4.2  
 
Mortgage servicing rights
                               
Forward commitments to purchase mortgage loans and mortgage-backed securities
    8,290             56.7          
Receive-fixed interest rate swaps
    9,235       130.8       175.4          
Receive-fixed interest rate swaptions purchased
    1,500       2.0                
Receive-fixed interest rate swaptions sold
    500             .9          
Pay-fixed interest rate swaptions purchased
    11,100       48.5                
Pay-fixed interest rate swaptions sold
    400             12.0          
Principal-only interest rate swaps
    848       6.6       .2          
Interest rate caps purchased
    25,650       31.4                
Interest rate caps sold
    3,000             .9          
Interest rate floors purchased
    1,500                      
Interest rate futures purchased
    85                      
 
Total
    62,108       219.3       246.1       (50.9 )
 
Funding
                               
Receive-fixed interest rate swaps
    7,918       174.4       132.6          
Callable receive-fixed interest rate swaps
    2,936       6.1       85.6          
 
Total
    10,854       180.5       218.2       (.4 )
 
Total derivatives used in fair value hedges
    90,087       513.2       550.5       (40.6 )
 
Cash Flow Hedges
                               
Funding Pay-fixed interest rate swaps
    4,350       30.0                
Interest rate caps purchased
    4,800       31.2                
 
Total
    9,150       61.2             (.1 )
 
Total derivatives used in cash flow hedges
    9,150       61.2             (.1 )
 
Total derivatives used for interest rate risk management and designated in SFAS 133 relationships
  $ 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.
Other Derivative Activities: The derivative portfolio also includes derivative financial instruments not included in SFAS 133 hedge relationships. Those derivatives primarily include swaps, futures, options, and forwards used for interest rate and other risk management purposes, as well as residential and commercial mortgage banking loan commitments defined as derivatives under SFAS 133. Price risk associated with mortgage banking loan commitments is managed primarily through the use of other derivative instruments, such as forward sales of mortgage loans and mortgage-backed securities. Because mortgage banking loan commitments are defined as derivative instruments under SFAS 133, the associated derivative instruments used for risk management do not qualify for hedge accounting under SFAS 133. Since the January 1, 2006 adoption of SFAS 156, which allows servicing assets to be accounted for at fair value, the derivative instruments used to hedge risk associated with declines in the value of residential mortgage servicing rights are no longer designated in SFAS 133 hedge relationships with these assets and are now included in the table below.
The derivatives portfolio also includes certain derivative instruments held for trading purposes as they are entered into primarily for the purpose of making short-term profits or for providing risk management products to commercial banking customers.
Gains and losses on derivatives used to manage risk associated with mortgage servicing rights are included in loan servicing income, while gains and losses on mortgage and commercial real estate loan commitments and associated loan risk management instruments are included in loan sale revenue on the income statement. Gains and losses on the derivative instruments held for trading or other risk management purposes are included in other noninterest income.

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A summary of derivative instruments not in SFAS 133 hedge relationships by type of activity follows:
                                         
    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
 
Loan sale and servicing related:
                                       
Mortgage servicing right risk management
  $ (264.6 )   $ (6.4 )   $ 4.4     $ (321.1 )   $ 68.9  
Mortgage and commercial real estate loan commitments and loan risk management
    (8.8 )     (8.4 )     21.7       11.1       82.3  
 
 
                                       
Total loan sale and servicing related
    (273.4 )     (14.8 )     26.1       (310.0 )     151.2  
 
 
Trading derivatives:
                                       
Customer risk management
    26.0       23.5       15.1       3.3       2.6  
Other
    (4.7 )     3.0       .6       .1       4.7  
 
Total trading
    21.3       26.5       15.7       3.4       7.3  
 
 
 
Used for other risk management purposes
    18.5       26.7       3.8       (9.9 )     (.4 )
 
 
 
Total other derivative instruments
  $ (233.6 )   $ 38.4     $ 45.6     $ (316.5 )   $ 158.1  
 
24. LINE OF BUSINESS RESULTS
At March 31, 2006, National City operated five major lines of business: Consumer and Small Business Financial Services, Wholesale Banking, National City Mortgage, National Consumer Finance, and Asset Management. Effective January 1, 2006, the Corporation implemented a change in the management and reporting of its dealer finance business. In prior periods, dealer finance was managed and reported as a unit of Consumer and Small Business Financial Services. In late 2005, the Corporation announced its plans to exit the indirect automobile lending business. As a result, the management and reporting of the dealer finance business were realigned. Automobile floorplan lending is now reported within Wholesale Banking. Recreational finance lending is reported within National Consumer Finance. The remaining components of dealer finance, including automobile leases, manufactured housing loans and other business units which are no longer actively lending, are reported within Parent and Other. Prior periods’ results have been reclassified to conform with the current presentation.
Consumer and Small Business Financial Services (CSB) provides banking services to consumers and small businesses within National City’s seven-state footprint. In addition to deposit gathering and direct lending services provided through the retail bank branch network, call centers, and the Internet, CSB’s activities also include small business banking services, education finance, retail brokerage, and lending-related insurance services. Consumer lending products include home equity, government or privately guaranteed student loans, and credit cards and other unsecured personal and small business lines of credit. Major revenue sources include net interest income on loan and deposit accounts, deposit account service fees, debit and credit card interchange and service fees, and ATM surcharge and net interchange fees. CSB’s expenses are mainly personnel and branch network support costs.
Wholesale Banking provides credit-related and treasury management services, as well as capital markets and international services, to large- and medium-sized corporations. Major products and services include: lines of credit, term loans, leases, automobile floorplan lending, investment real estate lending, asset-based lending, structured finance, syndicated lending, equity and mezzanine capital, treasury management, and international payment and clearing services. A major source of revenue is from companies with annual sales in the $5 million to $500 million range across a diverse group of industries, generally within National City’s seven-state footprint. Expenses include personnel and support costs, in addition to credit costs.
National City Mortgage (NCM) primarily originates conventional residential mortgage and home equity loans both within National City’s banking footprint and nationally. NCM’s activities also include servicing mortgage loans for third-party investors. Mortgage loans originated by NCM generally represent loans collateralized by one-to-four-family residential real estate and are made to borrowers in good credit standing. These loans are typically sold to primary mortgage market aggregators (Fannie Mae, Freddie Mac, Ginnie Mae, or the Federal Home Loan Banks) and jumbo loan investors. During the first three months of 2006, approximately 37% of NCM mortgage loans were originated through wholesale and correspondent channels, while 63% were originated through retail mortgage branches operated by NCM nationally, or through CSB bank branches within National City’s banking footprint. Significant revenue streams for NCM include net interest income on loans held for sale and fee income related to the origination, sale, and servicing of loans. Expenses include personnel costs, branch office costs, third-party outsourcing, and loan collection expenses.

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National Consumer Finance (NCF) is comprised of four business units involved in the origination, sale and servicing of home equity loans, lines of credit, and nonconforming residential mortgage loans. Loans are originated nationally through correspondent relationships and a network of brokers. The National Home Equity business unit within NCF originates, primarily through brokers, prime-quality home equity loans outside National City’s banking footprint. Historically, all of these loans were held in portfolio, but in late 2005, the Corporation announced plans to sell or securitize most of its future home equity production. The Corporation sold $1.1 billion of home equity lines of credit during the first quarter of 2006. Nonconforming mortgage loans are originated by First Franklin Financial Corporation (First Franklin), principally through wholesale channels, including a national network of brokers and mortgage bankers. During the first three months of 2006, 16% of First Franklin originated loans were retained in portfolio compared to 30% for the same period of 2005. During the first three months of 2006, all of the First Franklin loans sold were sold with servicing retained versus 42% of loans sold servicing retained in the same period of 2005. National City Home Loan Services (NCHLS) services First Franklin loans which are retained in portfolio as well as third party originated loans. Management plans to sell most of First Franklin’s future production. The National City Warehouse Resources business unit within NCF provides emerging mortgage bankers across the country with lines of credit for loan funding purposes. Significant revenue streams for NCF include net interest income on loans and fee income related to the origination, sale and servicing of loans. Expenses include personnel costs, branch office costs, and loan servicing and collection expenses.
The Asset Management business includes both institutional asset and personal wealth management. Institutional asset management services are provided by two business units — Allegiant Asset Management Group and Allegiant Asset Management Company. These business units provide investment management, custody, retirement planning services, and other corporate trust services to institutional clients, and act as the investment advisor for the Allegiant ® mutual funds (formerly the Armada ® mutual funds). The clients served include publicly traded corporations, charitable endowments and foundations, as well as unions, residing primarily in National City’s banking footprint and generally complementing its corporate banking relationships. Personal wealth management services are provided by two business units — Private Client Group and Sterling. Products and services include private banking services and tailored credit solutions, customized investment management services, brokerage, financial planning, as well as trust management and administration for affluent individuals and families. Sterling offers financial management services for high net worth clients.
The business units are identified by the product or services offered and the channel through which the product or service is delivered. The reported results attempt to reflect the underlying economics of the businesses. Expenses for centrally provided services are allocated based upon estimated usage of those services. The business units’ assets and liabilities are match-funded and interest rate risk is centrally managed as part of investment funding activities. Asset securitizations are also considered funding activities and the effects of such securitizations are generally included within the Parent and Other category. Loans sold through securitizations continue to be reflected as owned by the business unit that manages those assets. Asset sales and other transactions between business units are primarily conducted at fair value, resulting in gains or losses that are eliminated for reporting consolidated results of operations. Parent and Other is primarily comprised of the results of investment funding activities, intersegment revenue and expense eliminations, and unallocated corporate income and expense. The intersegment revenue and expense amounts presented in the tables relate to either services provided or asset sales between the operating segments. The amounts do not include reimbursements related to expense allocations and the effects of centrally managing interest rate risk. The accounting policies of the individual business units are the same as those of the Corporation. Certain prior period amounts have been reclassified to conform with the current period’s presentation.

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Operating results of the business units are discussed in the Line of Business Results section of the Financial Review. Selected financial information by line of business follows:
                                                         
    Consumer and                                
    Small Business                   National            
    Financial   Wholesale   National City   Consumer   Asset   Parent and   Consolidated
(In Thousands)   Services   Banking   Mortgage   Finance   Management   Other   Total
 
Three months ended March 31, 2006
                                                       
 
Net interest income (expense) (a)(b)
  $ 493,490     $ 369,494     $ 61,761     $ 296,663     $ 30,963     $ (68,591 )   $ 1,183,780  
Provision (benefit) for credit losses
    27,533       (6,681 )     6,148       9,285       703       (9,945 )     27,043  
 
Net interest income (expense) after provision
    465,957       376,175       55,613       287,378       30,260       (58,646 )     1,156,737  
Noninterest income
    240,100       168,471       (2,344 )     69,280       85,182       94,958       655,647  
Noninterest expense
    416,017       216,078       164,580       155,765       77,730       112,142       1,142,312  
 
Income (loss) before taxes
    290,040       328,568       (111,311 )     200,893       37,712       (75,830 )     670,072  
Income tax expense (benefit) (a)
    111,791       123,781       (42,088 )     75,937       14,255       (72,411 )     211,265  
 
Net income (loss)
  $ 178,249     $ 204,787     $ (69,223 )   $ 124,956     $ 23,457     $ (3,419 )   $ 458,807  
 
Intersegment revenue (expense)
  $ (601 )   $ 5,711     $ 14,190     $ (18,140 )   $ 1,466     $ (2,626 )   $  
Average assets (in millions)
    24,287       46,222       12,088       40,430       3,625       12,744       139,396  
 
 
                                                       
 
 
Three months ended March 31, 2005
                                                       
 
Net interest income (expense) (a)(b)
  $ 478,656     $ 342,080     $ 103,129     $ 309,102     $ 29,067     $ (105,097 )   $ 1,156,937  
Provision (benefit) for credit losses
    59,398       (19,478 )     30,531       7,977       560       (8,541 )     70,447  
 
Net interest income (expense) after provision
    419,258       361,558       72,598       301,125       28,507       (96,556 )     1,086,490  
Noninterest income
    202,608       128,727       223,268       81,914       84,595       78,496       799,608  
Noninterest expense
    392,201       195,368       180,116       122,144       79,047       175,890       1,144,766  
 
Income (loss) before taxes
    229,665       294,917       115,750       260,895       34,055       (193,950 )     741,332  
Income tax expense (benefit) (a)
    89,216       111,876       30,641       98,619       12,873       (86,035 )     257,190  
 
Net income (loss)
  $ 140,449     $ 183,041     $ 85,109     $ 162,276     $ 21,182     $ (107,915 )   $ 484,142  
 
Intersegment revenue (expense)
  $ (837 )   $ 5,653     $ 15,122     $ (8,492 )   $ 1,246     $ (12,692 )   $  
Average assets (in millions)
    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 NCM’s net interest income for 2006 as the yield curve was relatively flat. Had this same methodology been applied to prior periods, NCM’s net interest income for the first quarter of 2005 would have increased by $9 million.

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25. FINANCIAL HOLDING COMPANY
Condensed financial statements of the holding company, which include transactions with subsidiaries, follow:
Balance Sheets
                         
    March 31   December 31   March 31
(In Thousands)   2006   2005   2005
 
Assets
                       
Cash and demand balances due from banks
  $ 498,828     $ 509,001     $ 638,666  
Loans to and receivables from subsidiaries
    634,035       988,695       698,444  
Securities
    183,365       337,882       424,098  
Other investments
    267,226       238,655       110,629  
Investments in:
                       
Subsidiary banks
    13,095,800       12,901,087       13,079,188  
Nonbank subsidiaries
    452,268       394,523       330,303  
Goodwill
    121,865       121,865       110,915  
Derivative assets
    58,138       90,655       92,912  
Other assets
    702,155       728,260       662,093  
 
Total Assets
  $ 16,013,680     $ 16,310,623     $ 16,147,248  
 
Liabilities and Stockholders’ Equity
                       
Long-term debt
  $ 2,282,478     $ 2,330,416     $ 2,146,218  
Borrowed funds from subsidiaries
    342,864       473,522       599,885  
Derivative liabilities
    48,959       34,540       34,899  
Accrued expenses and other liabilities
    716,441       859,274       722,757  
 
Total liabilities
    3,390,742       3,697,752       3,503,759  
Stockholders’ equity
    12,622,938       12,612,871       12,643,489  
 
Total Liabilities and Stockholders’ Equity
  $ 16,013,680     $ 16,310,623     $ 16,147,248  
 
Securities and other investments totaling $106 million at March 31, 2006 were restricted for use in certain nonqualified benefit plans. The borrowed funds from subsidiaries balance includes the junior subordinated debt securities payable to the wholly owned subsidiary trusts (the trusts). The holding company continues to guarantee the capital securities issued by the trusts, which totaled $337 million at March 31, 2006. The holding company also guarantees commercial paper issued by its subsidiary National City Credit Corporation, which borrowings totaled $1.3 billion at March 31, 2006. Additionally, the holding company guarantees National City Bank of Kentucky’s financial obligation under this subsidiary’s membership with Visa ® up to $600 million and MasterCard ® up to $400 million. Refer to Note 20 for further discussion of contingent liabilities and guarantees related to the Corporation’s former merchant card processing business.
Statements of Income
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Income
               
Dividends from:
               
Subsidiary banks
  $ 225,000     $ 425,000  
Nonbank subsidiaries
    274       61  
Interest on loans to subsidiaries
    17,027       8,631  
Interest and dividends on securities
    2,577       3,259  
Securities gains, net
    11,460       8,545  
Other income
    23,718       3,529  
 
Total Income
    280,056       449,025  
 
Expense
               
Interest on debt and other borrowings
    36,319       25,757  
Other expense
    32,717       1,307  
 
Total Expense
    69,036       27,064  
 
Income before taxes and equity in undistributed net income of subsidiaries
    211,020       421,961  
Income tax (benefit) expense
    (21,824 )     13,345  
 
Income before equity in undistributed net income of subsidiaries
    232,844       408,616  
Equity in undistributed net income of subsidiaries
    225,963       75,526  
 
Net Income
  $ 458,807     $ 484,142  
 

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Statements of Cash Flows
                 
    Three Months Ended
    March 31
(In Thousands)   2006   2005
 
Operating Activities
               
Net income
  $ 458,807     $ 484,142  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Equity in undistributed net income of subsidiaries
    (225,963 )     (75,526 )
Depreciation and amortization of properties and equipment
    673       673  
Decrease (increase) in receivables from subsidiaries
    54,660       (5,863 )
Securities gains, net
    (11,460 )     (8,545 )
Other (gains) losses, net
    (385 )     1,383  
Amortization of premiums and discounts on securities and debt
    (2,273 )     (2,483 )
Decrease in accrued expenses and other liabilities
    (141,811 )     (118,675 )
Excess tax benefit for share based payments
    (7,079 )      
Other, net
    24,937       39,984  
 
Net cash provided by operating activities
    150,106     315,090
 
Investing Activities
               
Purchases of securities
    (10,250 )     (159,049 )
Proceeds from sales and maturities of securities
    174,728       133,865  
Net change in other investments
    (28,571 )     (33,602 )
Principal collected on loans to subsidiaries
    255,000       405,000  
Loans to subsidiaries
    (5,000 )     (350,000 )
Investments in subsidiaries
    (19,916 )     (55,000 )
Returns of investment from subsidiaries
          600,002  
 
Net cash provided by investing activities
    365,991       541,216  
 
Financing Activities
               
Issuance of debt
          273,688  
Repayment of debt
    (128,866 )      
Excess tax benefit for share based payments
    7,079        
Dividends paid
    (230,188 )     (228,783 )
Issuances of common stock
    81,821       139,948  
Repurchases of common stock
    (256,116 )     (493,988 )
 
Net cash used in financing activities
    (526,270 )     (309,135 )
 
(Decrease) increase in cash and demand balances due from banks
    (10,173 )     547,171  
Cash and demand balances due from banks, January 1
    509,001       91,495  
 
Cash and Demand Balances Due from Banks, March 31
  $ 498,828     $ 638,666  
 
Supplemental Information
               
Cash paid for interest
  $ 34,472     $ 8,623  
 
Retained earnings of the holding company included $8.1 billion, $7.8 billion, and $7.1 billion of equity in undistributed net income of subsidiaries at March 31, 2006, December 31, 2005, and March 31, 2005, respectively.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL REVIEW
This Quarterly Report contains forward-looking statements. See page 71 for further information on the risks and uncertainties associated with forward-looking statements.
The financial review section discusses the financial condition and results of operations of National City Corporation (the Corporation or National City) for the three months ended March 31, 2006 and serves to update the 2005 Annual Report on Form 10-K (Form 10-K). The financial review should be read in conjunction with the financial information contained in the Form 10-K and in the accompanying consolidated financial statements and notes presented on pages 4 through 49 of this quarterly report.

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OVERVIEW
The primary source of National City’s revenue is net interest income from loans and deposits, revenue from loan sales and servicing, and fees from financial services provided to customers. Business volumes tend to be influenced by overall economic factors, including market interest rates, business spending, and consumer confidence, as well as competitive conditions within the marketplace.
Tax-equivalent net interest income for the first quarter of 2006 was about equal to the preceding quarter and up 2% over the first quarter of 2005. Net interest margin was 3.81% in the first quarter of 2006, 7 basis points higher than the preceding quarter and 3 basis points higher than the first quarter a year ago. The higher margin reflects a more favorable mix of portfolio loans and funding, and slightly wider spreads on loans and deposits. Management does not expect much variability in net interest margin for the remainder of the year.
Compared to the first quarter a year earlier, average portfolio loans increased 4% due to good growth in commercial loans, particularly asset-backed loans and leases, residential mortgage loans, and home equity lines of credit. Average portfolio loans decreased compared to year end due to lower indirect automobile loans, resulting from a recently completed securitization and the previously announced decision to exit this business, as well as the transfer of home equity lines of credit to held for sale. As management plans to sell or securitize most of its future production of out-of-footprint home equity and nonconforming residential mortgage loans, portfolio loan growth is expected to slow compared to prior periods.
Loan sale and servicing revenue decreased on both a linked-quarter and a year-over-year basis. Lower gains were realized on sales of residential mortgage loans, which reflects both a lower volume of loans sold and lower margins. A loan servicing loss of $44 million was incurred in the first quarter of 2006 compared to revenue of $33 million in the preceding quarter and $114 million in the first quarter a year ago. This loss reflects mortgage servicing right (MSR) net hedging losses of approximately $100 million, compared to net MSR hedging gains in the preceding quarter and the first quarter a year ago.
Credit quality continued to improve. Commercial, residential real estate and home equity line of credit charge-offs in the first quarter included previously reserved losses on passenger airline leases and secured consumer loans associated with 2005 bankuptcy filings. Management expects credit quality to remain stable in the near term.
BEST IN CLASS
Best In Class is a program designed to drive long-term performance improvement and cultural change. It includes reengineering or replacement of business processes, incentive systems, and management structures. The overall objectives are sustainable revenue growth, a lower efficiency ratio, and a culture of high performance. Best In Class is currently estimated to improve pretax income by approximately $750 million per annum at its completion in 2008. Approximately 50-60% of the increase is expected to be derived from revenue enhancements, with the remainder to come from cost savings.
Best In Class includes six major areas of focus:
  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
Implementation costs of $4 million were recognized in the first quarter of 2006, compared to $56 million in the fourth quarter of 2005, and $2 million in the first quarter a year ago. The costs incurred in the preceding quarter were significantly higher due to a project to reconfigure management spans and layers implemented at the end of 2005. The costs incurred in the first quarter of 2006 were primarily related to severance and outplacement costs, while the costs incurred in the first quarter a year ago were primarily consultant costs. External consultants were utilized to identify and prioritize projects and to estimate expected project benefits, and will be utilized in 2006 to design and implement a project aimed at reengineering core lending processes and infrastructures. All other project design and implementation work is being done internally. The costs identified above exclude any compensation and benefits of National City employees working on these projects. Substantially all costs incurred to date have been recorded in the Parent & Other segment.
Additional severance and other costs are likely to be incurred in 2006 as certain projects progress. At this time, such costs cannot be reasonably estimated. Severance costs recognized to date are expected to be fully paid out by August 2008. Lease termination payments will continue through January 2010.

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RESULTS OF OPERATIONS
Net Interest Income
This section should also be reviewed in conjunction with the daily average balances/net interest income/rates table presented on pages 73-75 of this financial review.
Net interest income is discussed and presented in this financial review on a tax-equivalent basis, recognizing that interest on certain loans and securities is not taxable for Federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pretax-equivalent amount based upon the marginal Federal income tax rate of 35%. The tax-equivalent adjustments to net interest income were $8 million in the first quarter of 2006, and $7 million for both the previous quarter and first quarter of 2005, respectively.
Tax-equivalent net interest income was $1.2 billion for the first quarter of 2006, approximately equal to the previous quarter, and up 2% from the first quarter of 2005. Net interest margin was 3.81% in the first quarter of 2006, compared to 3.74% in the fourth quarter of 2005, and 3.78% in last year’s first quarter. The linked-quarter comparison of tax-equivalent net interest income was stable, despite a 7 basis point increase in net interest margin, which reflects a decrease in earning assets due to the sale or securitization of $1.5 billion of home equity lines of credit and credit card balances during the first quarter of 2006. The year-over-year increase in tax-equivalent net interest income reflects growth in earning assets and a 3 basis point increase in the net interest margin. Management does not expect much variability in net interest margin for the remainder of the year.
Further discussion of trends in the loan and securities portfolios and detail on the mix of funding sources affecting net interest income and net interest margin are included in the Financial Condition section of this financial review beginning on page 57.
Noninterest income
Details of noninterest income follow:
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Deposit service charges
  $ 183     $ 196     $ 161  
Loan sale revenue
    144       193       199  
Loan servicing revenue
    (44 )     32       114  
Trust and investment management fees
    73       72       73  
Leasing revenue
    60       58       74  
Card-related fees
    35       33       26  
Brokerage revenue
    34       41       39  
Principal investment gains, net
    34       24       10  
Other service fees
    32       32       26  
Insurance revenue
    32       32       21  
Derivatives (losses)/gains
    (6 )     20       13  
Other
    67       35       29  
 
Total fees and other income
    644       768       785  
Securities gains, net
    12       9       14  
 
Total noninterest income
  $ 656     $ 777     $ 799  
 
Deposit service charges declined compared to the fourth quarter of 2005 due to seasonally lower levels of nonsufficient funds and overdraft transaction fees. Deposit service charges increased compared to the first quarter a year ago mainly due to higher volumes of fee-generating transactions, combined with price adjustments and tighter management of fee waivers implemented during 2005.
Loan sale revenue includes loan sale or securitization gains/(losses) as well as gains/(losses) recognized on derivative instruments utilized to hedge certain loans prior to sale. Revenue by loan type is shown below:
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Residential real estate
  $ 119     $ 184     $ 191  
Commercial real estate
    14       18       5  
Other consumer loans
    11       (9 )     3  
 
Total loan sale revenue
  $ 144     $ 193     $ 199  
 

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The Corporation sells substantially all of its NCM loan production into the secondary market. About 16% of the loans originated by First Franklin were retained in portfolio in the first quarter of 2006 compared with 30% in the first quarter a year ago. Management plans to sell nearly all of its future production of First Franklin loans.
Residential real estate loan sales for the first quarter of 2006 were $13 billion, down from $18 billion in both the prior quarter and first quarter a year ago. The linked-quarter decrease in loan sales is due to volume generally being seasonally softer in the first quarter of the calendar year. Compared to the first quarter last year, the mortgage industry has also experienced a cyclical downturn due to higher interest rates. Margins on NCM and First Franklin mortgage loans sold were relatively unchanged compared to the preceding quarter.
Gains on sale of other consumer loans increased compared to the fourth quarter as the prior quarter included a $29 million loss on securitization of indirect automobile loans. Pursuant to the previously announced strategy to move towards an originate-and-sell model, the Corporation sold $1.1 billion of home equity lines of credit in the first quarter of 2006, $1.4 billion in the preceding quarter and recognized gains of $4 million and $18 million, respectively. There were no home equity sales in the first quarter of 2005. The Corporation completed securitizations of credit card balances of $425 million in the first quarter of 2006, and $600 million in the third quarter of 2005, which replaced prior revolving securitization structures which had matured. Small gains were recognized on each of these transactions.
Loan servicing revenue consists of net contractual servicing fees, including late fees and ancillary fees, servicing asset valuation adjustments, and gains/(losses) on derivatives utilized to hedge mortgage servicing assets. The components of loan servicing revenue by product type follow:
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Commercial real estate
  $ 2     $ 1     $ 2  
Residential real estate:
                       
NCM
    (86 )     14       82  
NCHLS (First Franklin)
    13       2       6  
 
Total residential real estate
    (73 )     16       88  
Other consumer loans
    27       15       24  
 
Total loan servicing (loss)/revenue
  $ (44 )   $ 32     $ 114  
 
Effective January 1, 2006, the Corporation adopted fair value as its measurement method for NCM and NCHLS mortgage servicing rights (MSRs). A cumulative effect adjustment of $26 million pretax ($17 million after-tax) was recognized in stockholders’ equity upon adoption to increase the carrying value of MSRs to fair value. In prior periods, the Corporation followed the amortization method of valuing its MSRs. To the extent that MSRs were previously designated in qualifying SFAS 133 hedge relationships which were deemed effective, the carrying value of MSRs was permitted to be written up to fair value. However, if a hedge was deemed ineffective, or a derivative used to economically hedge MSRs was not formally designated in a SFAS 133 hedge relationship, the related MSRs were carried at lower of cost or fair value.
The components of residential real estate (mortgage) loan servicing revenue were as follow:
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Net contractual servicing fees
  $ 147     $ 124     $ 129  
Servicing asset time decay and payoffs (a)
    (119 )     (123 )     (111 )
MSR hedging gains/(losses):
                       
Servicing asset valuation changes
    220       230       242  
Gains/(losses) on related derivatives
    (321 )     (215 )     (172 )
 
Net MSR hedging (losses)/ gains
    (101 )     15       70  
 
Total mortgage servicing (loss)/revenue
  $ (73 )   $ 16     $ 88  
 
 
(a)   Prior to January 1, 2006, time decay and payoffs were characterized as amortization of servicing assets.
Net contractual servicing fees increased in the first quarter of 2006 due to growth in the portfolio of loans serviced for others. The unpaid principal balance of such loans serviced for others was $181.2 billion at March 31, 2006, up from $176.5 billion at December 31, 2005, and $158.8 billion at March 31, 2005. The Corporation typically retains the right to service the mortgage loans it sells. Upon sale, the Corporation recognizes an MSR, which represents the present value of the estimated future net servicing cash flows to be realized over the estimated life of the underlying loan. The carrying value of MSRs was $2.4 billion at March 31, 2006, up from $2.1 billion at December 31, 2005, and $1.8 billion at March 31, 2005.

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The value of MSRs is sensitive to changes in interest rates. In a low rate environment, mortgage loan refinancings generally increase, causing actual and expected loan prepayments to increase, which drives down the value of existing MSRs. Conversely, as interest rates rise, mortgage loan refinancings generally decline, causing actual and expected loan prepayments to decrease, which drives up the value of MSRs. The Corporation manages the risk associated with declines in the value of MSRs by using derivative instruments. Unrealized net MSR derivative losses were $264 million as of March 31, 2006. The ultimate realization of these losses can be affected by changes in interest rates which may increase or decrease the future cash settlement of these instruments.
Leasing revenue represents rental income and fees associated with portfolios of commercial equipment and automobile leases. Leasing revenue decreased compared to the first quarter last year due to continued runoff of the leased automobile portfolio.
Card-related fees increased on a year-over-year basis due to growth in interchange fees driven by more accounts and higher transaction volumes. Brokerage fees decreased on both a linked quarter and year-over-basis due to fewer capital market transactions closing in first quarter of 2006, combined with higher losses on trading securities. Principal investment gains include realized gains/(losses) on sale of these investments, as well as fair value adjustments and investment write-offs. These gains can vary from period to period based on sales activity and fair value changes.
Other service fees increased compared with the first quarter a year ago due to a larger number of loan syndications and higher fees earned on issuance of official checks. Insurance revenue increased compared with the first quarter of last year mainly due to higher borrower-paid private mortgage insurance and commissions.
Derivative (losses)/gains relate to certain ineffective hedges on derivatives designated as SFAS 133 qualifying hedges, and fair value adjustments on derivatives not designated as SFAS 133 qualifying hedges. This caption does not include derivatives used to hedge mortgage loans held for sale and MSRs, which are presented within loan sale revenue and loan servicing revenue, respectively. Derivatives reported in this line item are typically utilized to hedge the fair value of certain recognized assets and liabilities, including deferred compensation liabilities, loans, fixed-rate debt, as well as certain forecasted cash flows. Gains or losses on derivatives can vary from period to period based upon interest rate changes.
Other noninterest income for the first quarter of 2006 included $31 million related to the partial release of a $36 million chargeback guarantee liability associated with a now-terminated credit card processing agreement.
Securities gains for the first quarter of 2006 were primarily related to the liquidation of the Corporation’s bank stock fund, an internally managed portfolio of bank and thrift common stock investments. Net gains related to the sales of bank stock fund securities were $11 million in the first quarter of 2006, $3 million in the fourth quarter, and $8 million in the first quarter of 2005. The Corporation no longer maintains a bank stock fund.
Noninterest Expense
Details of noninterest expense follow:
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Salaries, benefits, and other personnel
  $ 641     $ 660     $ 611  
Third-party services
    79       96       75  
Equipment
    79       80       76  
Net occupancy
    73       72       101  
Leasing expense
    43       45       57  
Postage and supplies
    37       32       38  
Marketing and public relations
    28       66       28  
Impairment, fraud and other losses
    19       52       16  
Travel and entertainment
    18       22       21  
Telecommunications
    18       20       21  
State and local taxes
    17       8       24  
Intangible asset amortization
    11       11       15  
Other
    79       107       62  
 
Total noninterest expense
  $ 1,142     $ 1,271     $ 1,145  
 

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Details of salaries, benefits, and other personnel expense follow:
                         
    Three Months Ended
    March 31   December 31   March 31
(Dollars in Millions)   2006   2005   2005
 
Salaries and wages
  $ 352     $ 354     $ 351  
Incentive compensation
    171       201       170  
Deferred personnel costs
    (90 )     (121 )     (96 )
Payroll taxes
    53       31       51  
Medical and other benefits
    48       38       47  
Contract labor
    35       67       34  
Retirement plans
    28       16       26  
Stock-based compensation
    16       15       15  
Deferred compensation
    15       6       (6 )
Severance and other
    13       53       19  
 
Total salaries, benefits, and other personnel
  $ 641     $ 660     $ 611  
 
Full-time-equivalent employees
    33,848       34,270       35,108  
 
Salaries, benefits, and other personnel costs decreased compared to the fourth quarter of 2005 due to lower incentive compensation, contract labor and severance costs, offset to some extent by higher payroll taxes, medical and other benefits, deferred compensation costs and smaller deferred personnel costs.
Incentive compensation was higher in the prior quarter due to adjustments to year end reserves to true-up to anticipated payments, combined with lower loan originations and other incentive-based activities in the first quarter of 2006. The lower contract labor costs in the first quarter of 2006 reflect reduced utilization of contract programmers in conjunction with information systems projects. Severance and other costs were also higher in the fourth quarter of last year as $43 million of costs were recognized in conjunction with the elimination of certain management positions pursuant to the Best In Class management spans and layers initiative.
Payroll taxes increased on a linked-quarter basis as certain employees typically reach their maximum taxable compensation limits later in the calendar year. Medical and other benefits for the fourth quarter of 2005 were lower due to approximately $8 million of favorable adjustments to year end medical and postemployment benefit reserves. Deferred compensation costs, which represent market value adjustments on deferred compensation liabilities, increased in the first quarter of 2006 due to an increase in the investment indices used to value these obligations. Deferred personnel costs decreased in the first quarter of 2006 due to lower levels of mortgage and home equity originations compared to both the fourth quarter and first quarter of last year.
On a year-over-year basis, salaries, benefits and other personnel costs increased primarily due to lower deferred personnel and higher deferred compensation costs, for substantially the same reasons as described above.
Third-party services decreased on a linked-quarter basis due to greater utilization of external legal, consulting and other professional services in the preceding quarter. In addition, outplacement costs of $6 million, associated with the elimination of certain management positions pursuant to the spans and layers initiative, were recognized in the fourth quarter of 2005.
Net occupancy expense decreased compared to the first quarter a year ago due to a $29 million one-time adjustment for lease accounting recognized in the prior year.
Leasing expense decreased on a year-over-year basis primarily due to a smaller portfolio of equipment leased to others. The Corporation ceased originations of automobile leases in December 2000. Additional automobile leases were acquired with the acquisition of Provident in 2004. As leases terminate, these automobiles have been sold, resulting in a smaller balance of depreciable assets.
Marketing and public relations decreased compared to the preceding quarter as the prior period included $30 million of contributions of appreciated securities to the Corporation’s charitable foundation. Advertising and promotional spending is also typically lower in the first quarter of the calendar year due to the timing of ad campaigns.
Impairment, fraud and other losses decreased on a linked-quarter basis, as the fourth quarter included a provision for litigation, claims and disputes, along with a $5 million charge for lease exit costs and asset impairments associated with Best in Class initiatives.
Comparisons of state and local tax expense to prior periods were affected by reversals of previously established reserves of $6 million and $13 million in the first quarter of 2006 and the fourth quarter of 2005, respectively.
Other noninterest expense decreased compared to the fourth quarter of 2005 due to lower losses on community development and civic partnerships, higher filing and recording fees and a reversal of previously recognized foreclosure reserves. Other noninterest expense

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increased compared to the first quarter of 2005 due primarily to higher lender-paid mortgage insurance costs associated with the retained First Franklin portfolio.
The efficiency ratio, equal to noninterest expense as a percentage of tax-equivalent net interest income and total fees and other income, was 62.5% in the first quarter of 2006, compared to 64.8% in the preceding quarter, and 58.9% in the first quarter of 2005. The higher efficiency ratio in the first quarter of 2006 reflects lower noninterest income, driven mainly by net MSR hedging losses, compared to the prior year first quarter. Management expects the implementation of the Best In Class program will ultimately drive the efficiency ratio toward 50%.
Income Taxes
The effective tax rate for the first quarter of 2006 was 31%, down from 34% in the year-earlier period. The lower rate in 2006 reflects higher tax credits, lower state and local taxes, as well as the favorable resolution of certain tax contingencies. The overall effective tax rate for 2006 is forecasted to be approximately 32%.
Line of Business Results
National City is functionally managed along five major business lines as discussed in Note 24 to the consolidated financial statements. Effective January 1, 2006, the Corporation implemented a change in its management and reporting of its dealer finance business. In prior periods, dealer finance was managed and reported as a unit of Consumer and Small Business Financial Services. In late 2005, the Corporation announced plans to exit the indirect automobile lending business. As a result, the management and reporting of the dealer finance business were realigned. Automobile floorplan lending is now reported within Wholesale Banking. Recreational finance lending is reported within National Consumer Finance. The remaining components of dealer finance, including automobile leasing, manufactured housing loans and other business units no longer actively lending, are reported within Parent and Other. Prior periods’ results have been reclassified to conform to the current presentation.
Net income (loss) by line of business follows:
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Wholesale Banking
  $ 205     $ 193     $ 183  
Consumer and Small Business Financial Services
    178       162       141  
National Consumer Finance
    125       132       162  
National City Mortgage
    (69 )     20       85  
Asset Management
    23       14       21  
Parent and Other
    (3 )     (123 )     (108 )
 
Consolidated net income
  $ 459     $ 398     $ 484  
 
Wholesale Banking: Net income increased on a linked-quarter basis mainly due to a reversal of previously recognized provision for credit losses resulting from continued improvement in credit quality. Net interest income was relatively flat on a linked-quarter basis, with no significant changes in earning assets or margin. Noninterest income was down slightly compared to the preceding quarter due to seasonally lower levels of capital markets revenue and loan sale gains, as well as derivative losses, offset somewhat by higher leasing revenue and principal investment gains. Comparing results to the first quarter a year ago, net income increased primarily due to higher revenues. Net interest income grew 8% on a year-over-year basis due to higher loans outstanding. Noninterest income grew approximately 31% compared to the prior year which reflects higher business volumes in leasing, loan sales and larger principal investment gains.
Consumer and Small Business Financial Services (CSB): Net income increased on a linked-quarter basis mainly due to a reversal of previously recognized provision for credit losses. The provision for credit losses in the preceding quarter was unusually high due to losses arising from an unprecedented number of consumer bankruptcy filings associated with a change in the bankruptcy law. Noninterest income was lower on a linked-quarter basis due to seasonally lower banking service fees. Net income increased on a year-over-year basis due to higher noninterest income and a lower provision for credit losses. Deposit service fees and card-related fees increased in comparison to the prior year due to a higher number of accounts and fee-generating transactions. Average core deposits increased 5% compared to the first quarter of 2005, benefitting net interest income.
National Consumer Finance: Net income was slightly lower on a linked-quarter basis due mainly to higher gains on sales of home equity lines of credit in the preceding quarter. In the first quarter of 2006, National Home Equity (NHE) sold $1.1 billion of home equity lines and realized a gain of approximately $3 million. In the preceding quarter, NHE sold $1.4 billion of home equity lines resulting in a gain of $18 million. The gain realized in the first quarter of 2006 was smaller due to a smaller principal balance sold and the lines being more seasoned. Net income decreased on year-over-year basis mainly due to lower earnings at First Franklin and

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National City Home Loan Services. Net interest income earned on nonconforming mortgages declined compared to the first quarter a year ago due to narrower spreads compared to a year earlier. Loan sales revenue also declined at First Franklin due to lower gain on sale margins compared to a year ago. First Franklin’s margins appear to have stabilized. The First Franklin retained portfolio was $18.3 billion at March 31, 2006, down from $18.7 billion at December 31, 2005 due to management’s decision to sell a larger percentage of production. Only 16% of First Franklin’s originations were retained in portfolio during the first quarter of 2006 versus 30% in the year-earlier period. Home equity lines and loans retained in portfolio were $10.6 billion at March 31, 2006, down from $14.6 billion at December 31, 2005 due to the current period sale of $1.1 billion of home equity lines, classification of all recently originated loans and lines into held for sale, and lower origination volumes and payoff activity. Management plans to sell or securitize most of its National Home Equity and First Franklin production in future periods.
National City Mortgage: A net loss occurred in the first quarter of 2006 primarily due to net MSR pretax hedging losses of approximately $100 million. In comparison, net MSR hedging gains were $15 million in the fourth quarter of 2005 and $70 million in the first quarter a year ago. MSR net hedging results are affected by changes in the relationship between mortgage rates, which affect the value of MSRs, and swap rates, which affect the value of some of the derivatives used to hedge MSRs. During the first quarter of 2006, this spread tightened, resulting in hedging losses. Net interest income for the first quarter of 2006 was also lower than the preceding quarter and the year-earlier period due to lower balance of mortgage loans held for sale and smaller loan spread compared to the first quarter a year ago. Loan sale revenue decreased on both a linked-quarter and year-over-year basis due to seasonally and cyclically lower volumes, respectively. Loans originated for sale were $8.7 billion in the first quarter of 2006 versus $10.8 billion in the fourth quarter of 2005, and $13.7 billion in the first quarter of 2005. Margins on loan sales were relatively stable compared to the preceding quarter. Noninterest expense decreased on both a linked-quarter and year-over-year basis due to a concerted effort to manage costs commensurate with lower volumes, as well as lower contract labor and consulting fees associated with a project to improve the efficiency of the origination function.
Effective January 1, 2006, the Corporation prospectively changed its internal methodology for assigning 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 NCM’s net interest income for 2006, given that the yield curve was relatively flat. Had this same methodology been applied to prior periods, NCM’s net income for the first quarter of 2005 would been approximately $6 million higher.
Asset Management: Net income increased on a linked-quarter basis due to lower noninterest expenses and a lower provision for credit losses. Noninterest expense decreased by 10% compared to the preceding quarter due to lower incentive compensation and trust system replacement costs. The provision for credit losses was less than $1 million in the first quarter of 2006 versus $5 million in the fourth quarter of 2005. Net income increased compared to the first quarter of 2005 due to higher net interest income and lower noninterest expenses in 2006. Average outstanding loans increased 12% compared to the year-earlier period. Noninterest expenses decreased on a year-over-year basis due to lower trust system replacement costs. Assets under administration grew to $110.7 billion at March 31, 2006, compared with $107.8 billion at December 31, 2005 and $106.1 billion at March 31, 2005.
Parent and Other: This category includes the results of investment funding activities, unallocated corporate income and expense, and intersegment revenue and expense eliminations. Comparisons with prior periods are affected by derivatives gains and losses, acquisition integration costs, and other unusual or infrequently occurring items. Parent was almost breakeven in the first quarter of 2006 compared to a net loss in both the preceding quarter and first quarter of last year.
Noninterest income in the first quarter of 2006 included $31 million of income related to the partial release of a chargeback guarantee liability from the now-terminated United Airlines credit card processing contract. See Note 20 for further discussion of this guarantee. In contrast, noninterest income for the fourth quarter of 2005 included a $29 million loss on the securitization of indirect automobile loans, with $3 million of this loss reversed in the first quarter of 2006 due to cash received on the retained interest exceeding initial estimates. Noninterest expense for the first quarter of 2006 was also significantly lower than the preceding quarter. Severance and related costs were only $4 million in the first quarter of 2006 versus $49 million of such severance costs, associated with the Best In Class initiative, in the preceding quarter. Noninterest expense for the fourth quarter of 2005 also included a $30 million contribution to the Corporation’s charitable foundation and $5 million of acquisition integration costs, with no such expenses in 2006. Noninterest expense was also favorably affected by lower losses associated with litigation, settlements and community development investments compared to prior periods. Fraud, impairment and other losses were $19 million in the first quarter of 2006, versus $51 million in the preceding quarter, primarily due to lower provisions for litigation and settlements of various claims and disputes. Losses on community development investments were $16 million in the first quarter of 2006, compared to $24 million in the fourth quarter of 2005.
Net interest expense was lower compared to the first quarter a year ago which reflects noninterest bearing free funds being more valuable in 2006. Additionally, the prior year reflected higher costs associated with maintaining an asset sensitive balance sheet. Noninterest income was higher than the year-earlier quarter due to the $31 million of income from the partial release of the chargeback guarantee liability described above. Noninterest expense was lower than the first quarter last year due to the prior year

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containing a $29 million one-time adjustment for lease accounting and $19 million of acquisition integration costs, with no such expenses in 2006. Severance costs were also lower in the first quarter of 2006 compared to a year ago.
Net securities gains from the Corporation’s bank stock fund were $11 million for the first quarter of 2006, $3 million for the fourth quarter of 2005, and $8 million for the first quarter of 2005. The Corporation fully liquidated its holdings in the bank stock fund during the first quarter of 2006. Tax benefit/ (provision) recognized from the regular reassessment of tax accruals was $6 million in the first quarter of 2006, versus $25 million in the fourth quarter of 2005 and $(16) million in the first quarter of 2005.
Financial Condition
This section should also be reviewed in conjunction with the average balance sheets presented on pages 72-75.
Average Earning Assets
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Portfolio loans
                       
Commercial
  $ 27,540     $ 27,449     $ 25,553  
Commercial construction
    3,426       3,279       2,909  
Commercial real estate
    12,022       12,153       12,127  
Residential real estate
    32,921       32,787       30,515  
Home equity lines of credit
    20,979       21,808       19,520  
Credit card and other unsecured lines of credit
    2,515       2,469       2,351  
Other consumer
    6,028       6,488       8,308  
 
Total portfolio loans
    105,431       106,433       101,283  
Loans held for sale or securitization
    8,826       11,172       11,502  
Securities (at amortized cost)
    7,719       7,657       8,195  
Other
    2,483       2,346       1,867  
 
Total earning assets
  $ 124,459     $ 127,608     $ 122,847  
 
Average portfolio loans declined slightly from the previous quarter, and increased by 4% over the year ago quarter. The linked-quarter decrease was primarily the result of the reclassification of home equity lines of credit and loans from portfolio loans into held for sale or securitization pursuant to the Corporation’s previously announced originate-and-sell strategy for these assets. Going forward, all home equity loan and lines of credit production will be originated directly into loans held for sale or securitization. Accordingly, portfolio loan growth will slow compared to prior periods.
The year-over-year increase in average portfolio loans reflected growth in commercial loans, particularly in asset-based loans and leases, home equity lines of credit and loans, and mortgage loans, due to increased business volumes. These increases were partially offset by lower indirect automobile loans, resulting from a recently completed securitization and the previously announced exit of this business, as well as the aforementioned reclassification of home equity loans and lines of credit to held for sale or securitization.
Average loans held for sale or securitization declined from both the previous quarter and the year ago quarter primarily due to lower levels of mortgage production at National City Mortgage (NCM) and First Franklin. This decline was partially offset by the aforementioned reclassification of home equity loans and lines of credit to held for sale or securitization and from $425 million in credit card receivables that were securitized at the end of the first quarter of 2006.
Average securities increased slightly over the previous quarter and declined by 6% over the year ago quarter. The year-over-year decline in the securities portfolio was due to the sales and principal paydowns of mortgage backed securities, and the liquidation of the Corporation’s bank stock fund in early 2006, more than offsetting an increase in U.S. Treasury securities.

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The following table summarizes the period-end commercial, commercial construction, and commercial real estate portfolios by major industry and exposure to individual borrowers as of March 31, 2006.
                                 
                    Average   Largest Loan
    Outstanding   % of   Loan Balance   to a Single
(Dollars in Millions)   Balance   Total   Per Obligor   Obligor
 
Real estate
  $ 12,485       29 %   $ 1.0     $ 74  
Consumer cyclical
    7,880       18       1.0       110  
Consumer noncyclical
    5,050       12       .5       40  
Industrial
    5,176       12       1.1       69  
Basic materials
    3,374       8       1.6       53  
Financial
    3,622       8       1.2       58  
Services
    1,636       4       .4       54  
Energy and utilities
    758       2       1.1       22  
Technology
    373       1       2.5       27  
Miscellaneous
    3,198       6       .2       29  
 
Total
  $ 43,552       100 %                
 
Average Interest Bearing Liabilities and Funding
                         
    Three Months Ended
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Noninterest bearing deposits
  $ 16,766     $ 17,752     $ 18,136  
Interest bearing core deposits
    51,213       50,408       48,973  
 
Total core deposits
    67,979       68,160       67,109  
Purchased deposits
    15,008       15,858       14,413  
Short-term borrowings
    8,378       11,016       8,616  
Long-term debt
    31,719       31,787       31,684  
 
Total purchased funding
    55,105       58,661       54,713  
Stockholders’ equity
    12,468       12,549       12,779  
 
Total funding
  $ 135,552     $ 139,370     $ 134,601  
 
Total interest bearing liabilities
  $ 106,318     $ 109,069     $ 103,686  
 
Total core deposits, excluding mortgage escrow deposits and HELOC custodial balances
  $ 64,473     $ 63,892     $ 63,002  
 
The percentage of each funding source to total funding follows:
                         
    Three Months Ended
    March 31   December 31   March 31
    2006   2005   2005
 
Noninterest bearing deposits
    12.3 %     12.7 %     13.5 %
Interest bearing core deposits
    37.8       36.2       36.4  
 
Total core deposits
    50.1       48.9       49.9  
Purchased deposits
    11.1       11.4       10.7  
Short-term borrowings
    6.2       7.9       6.4  
Long-term debt
    23.4       22.8       23.5  
 
Total purchased funding
    40.7       42.1       40.6  
Stockholders’ equity
    9.2       9.0       9.5  
 
Total
    100.0 %     100.0 %     100.0 %
 

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Capital
The Corporation has consistently maintained regulatory capital ratios at or above the “well-capitalized” standards. For further detail on capital and capital ratios, see Notes 16 and 17 to the consolidated financial statements. Information on stockholders’ equity is presented in the following table.
                         
(Dollars in Millions)   March 31, 2006   December 31, 2005   March 31, 2005
 
Stockholders’ equity
  $ 12,623     $ 12,613       12,643  
Equity as a percentage of assets
    9.00 %     8.86 %     8.97 %
Book value per common share
    20.69       20.51       19.82  
 
The following table summarizes share repurchase activity for the first quarter of 2006.
                                 
                    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)
 
January 1 to January 31, 2006
    2,211,164       33.98       2,083,100       31,533,400  
February 1 to February 28, 2006
    4,783,988       34.14       4,393,300       27,140,100  
March 1 to March 31, 2006
    1,181,848       34.68       1,034,000       26,106,100  
 
Total
    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 Corporation’s Long-term Cash and Equity Compensation Plan (the Plan). Under the terms of the Plan, the Corporation accepts common shares from employees when they elect to surrender previously owned shares upon exercise of stock options or awards to cover the exercise price of the stock options or awards or to satisfy tax withholding obligations associated with the stock options or awards.
 
(b)   Included in total number of shares purchased [column (a)].
 
(c)   Shares available to be repurchased under the October 24, 2005, share repurchase authorization.
On October 24, 2005, the Corporation’s Board of Directors authorized the repurchase of up to 40 million shares of National City common stock, subject to an aggregate purchase limit of $1.6 billion. This authorization, which has no expiration date, was incremental to the previous share repurchase authorization approved by the Board of Directors on December 21, 2004, and completed on October 26, 2005. Shares repurchased are acquired in the open market and are held for reissue in connection with compensation plans and for general corporate purposes. During the first quarter of 2006 and 2005, 7.5 million and 13.9 million shares of common stock were repurchased, respectively. The Corporation’s businesses typically generate significant amounts of capital in excess of normal dividend and reinvestment requirements. Management intends to continue share repurchases over the rest of the year, subject to market conditions, maintenance of targeted capital ratios, and applicable regulatory constraints.
National City declared and paid dividends per common share of $.37 during the first quarter of 2006, up two cents from the quarterly dividend declared and paid in the 2005 first quarter of $.35. The dividend payout ratio, representing dividends per share divided by earnings per share, was 50.0% and 47.3% for the first quarter of 2006 and 2005, respectively. The dividend payout ratio is continually reviewed by management and the Board of Directors, and the current intention is to pay out approximately 45% of earnings in dividends over time. On April 3, 2006, the Board of Directors declared a dividend of $.37 per common share payable on May 1, 2006.
At March 31, 2006, the Corporation’s market capitalization was $21.3 billion. National City common stock is traded on the New York Stock Exchange under the symbol “NCC.” Historical stock price information is presented in the following table.
                                         
    2006           2005    
    First   Fourth   Third   Second   First
NYSE: NCC   Quarter   Quarter   Quarter   Quarter   Quarter
 
High
  $ 36.25     $ 35.04     $ 37.85     $ 35.30     $ 37.75  
Low
    33.26       29.80       33.37       32.08       32.85  
Close
    34.90       33.57       33.44       34.12       33.50  
 

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RISK MANAGEMENT
National City management, with the oversight of the Board of Directors, has in place enterprise-wide structures, processes, and controls for managing and mitigating risk. The following discussion addresses the three major risks facing National City: credit, market, and liquidity.
Credit Risk
The Corporation’s lending activities are subject to varying degrees of credit risk. Credit risk is mitigated through portfolio diversification, exposure limits to any single industry or customer, collateral protection, credit risk transfer strategies, and standard lending policies and underwriting criteria. Note 1 to the consolidated financial statements describes the accounting policies related to nonperforming loans and charge-offs and describes the methodologies used to develop the allowance for loan losses and lending-related commitments. The Corporation’s policies governing nonperforming loans and charge-offs are consistent with regulatory standards.
During 2005, the Corporation executed a credit risk transfer agreement on a $5 billion pool of nonconforming (First Franklin) mortgage loans. The purpose of this arrangement was to provide protection against unexpected catastrophic credit losses in this portfolio. As of March 31, 2006, no credit losses have yet been incurred on these loans which would be covered by the credit risk transfer agreement. The Corporation bears the risk of credit losses up to the first loss position, estimated at 3.5% of the beginning pool balance. The counterparty to this arrangement would bear the risk of additional credit losses up to $263 million, subject to adjustment as the portfolio pays down. Probable credit losses on the underlying loans continue to be considered in the allowance for loan losses based on the Corporation’s existing methodology for estimating losses.
Portfolio Loans: The percentage of portfolio loans in each category to total portfolio loans at period end follows:
                         
    March 31   December 31   March 31
    2006   2005   2005
 
Commercial
    27.5 %     26.0 %     25.6 %
Commercial construction and real estate
    15.1       14.9       14.4  
Residential real estate
    31.9       30.9       30.2  
Home equity lines of credit and other consumer loans
    23.1       25.7       27.6  
Credit card and other unsecured lines of credit
    2.4       2.5       2.2  
 
Total
    100.0 %     100.0 %     100.0 %
 
As of March 31, 2006, commercial loans represented a larger percentage of total portfolio loans due to growth in this portfolio, coupled with a decline in certain consumer loans retained in portfolio. During the first quarter 2006, the Corporation implemented its previously announced originate-and-sell model for certain home equity loans and lines of credit. As a result, over $4 billion of home equity loans and lines of credit, initially classified in portfolio, were reclassified into held for sale during the first quarter of 2006. Future production of NHE home equity loans and lines of credit will be directly classified as held for sale. Accordingly, in future periods, home equity lines of credit and other consumer loans will likely decrease as a percentage of total portfolio loans.
Nonperforming Assets and Delinquent Loans: Detail of nonperforming assets follows:
                         
    March 31   December 31   March 31
(Dollars in Millions)   2006   2005   2005
 
Commercial
  $ 165     $ 181     $ 158  
Commercial construction
    27       20       13  
Commercial real estate
    117       114       110  
Residential real estate
    174       175       200  
 
Total nonperforming loans
    483       490       481  
Other real estate owned (OREO)
    151       97       90  
Mortgage loans held for sale and other
    13       9       7  
 
Total nonperforming assets
  $ 647     $ 596     $ 578  
 
Nonperforming assets as a percentage of:
                       
Period-end portfolio loans and other nonperforming assets
    .63 %     .56 %     .56 %
Period-end total assets
    .46       .42       .41  
 

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Detail of loans 90 days past due accruing interest follows:
                         
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Commercial
  $ 35     $ 36     $ 59  
Commercial construction
    2       5       6  
Commercial real estate
    5       9       39  
Residential real estate
    475       510       429  
Home equity lines of credit
    20       23       10  
Credit card and other unsecured lines of credit
    20       20       22  
Other consumer
    8       17       9  
Mortgage loans held for sale and other
    29       16       19  
 
Total loans 90 days past due accruing interest
  $ 594     $ 636     $ 593  
 
Nonperforming commercial loans decreased compared to year end due mainly to $25 million of charge-offs on nonperforming passenger airline leases. On a year-over-year basis, the increase in nonperforming commercial, commercial construction, and commercial real estate loans was due to the addition of a few large credits during 2005. These additions were not indicative of overall credit quality trends or concentrations. Nonperforming residential real estate loans decreased compared to a year ago due to lower instances of fraud and fewer loans repurchased pursuant to indemnification agreements. The increase in other real estate owned as of March 31, 2006 was due to recent regulatory guidance which provided that insured portfolio loans in foreclosure should be presented within nonperforming assets. Accordingly, the Corporation reclassified $51 million of such loans to other real estate owned effective March 31, 2006, with no change in the presentation of prior periods. No significant losses are expected upon completion of the foreclosure process as these loans are insured by GNMA.
Delinquent commercial loans, including construction and real estate loans, decreased in comparison to the first quarter a year ago, reflecting continued improvement in the overall credit quality of this portfolio. Delinquent residential real estate loans increased significantly at year end due to the adverse impact of the 2005 Gulf Coast hurricanes on certain borrowers’ ability to make their monthly payments, as well as the continued growth and seasoning of the residential real estate portfolio on the balance sheet. To a lesser extent, these factors were also behind the year-over-year increase in delinquent residential real estate loans as of March 31, 2006. As of year end, the balance of delinquent home equity and other consumer loans was affected by the change in consumer bankruptcy laws which occurred in the fourth quarter. Levels of delinquent home equity and other consumer loans declined in the first quarter as the one-time effect of the bankruptcy law change was realized in charge-offs. Delinquent mortgage loans held for sale increased due to an increased volume of repurchases of nonconforming mortgage loans and due to the timing of periodic sales of these loans.
As of March 31, 2006, nonperforming assets included $51 million of passenger airline leases which were deemed impaired. The allowance for loan losses included a reserve for these impaired credits of $32 million as of March 31, 2006. Other than passenger airlines, there were no particular industry or geographic concentrations in nonperforming or delinquent loans as of March 31, 2006.
Allowance for Loan Losses and Allowance for Losses on Lending-Related Commitments: To provide for the risk of loss inherent in extending credit, National City maintains an allowance for loan losses and an allowance for losses on lending-related commitments. The determination of the allowance is based upon the size and risk characteristics of the loan portfolio and includes an assessment of individual impaired loans, historical loss experience on pools of homogeneous loans, specific environmental factors and imprecision in forecasting losses. The allowance for losses on lending-related commitments is computed using a methodology similar to that used to determine the allowance for loan losses, modified to take into account the probability of drawdown on the commitment.
A summary of the changes in the allowance for loan losses follows:
                         
    Three Months Ended
    March 31   December 31   March 31
(Dollars in Millions)   2006   2005   2005
 
Balance at beginning of period
  $ 1,094     $ 1,108     $ 1,188  
Provision for loan losses
    32       136       77  
Allowance related to loans acquired, sold or securitized
    (4 )     (12 )     1  
Charge-offs:
                       
Commercial
    45       59       43  
Commercial construction
                2  
Commercial real estate
    7       8       5  
Residential real estate
    46       37       42  
Home equity lines of credit
    21       17       7  
Credit card and other unsecured lines of credit
    28       39       28  
Other consumer
    26       30       26  
 

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    Three Months Ended
    March 31   December 31   March 31
(Dollars in Millions)   2006   2005   2005
 
Total charge-offs
    173       190       153  
 
Recoveries:
                       
Commercial
    16       20       32  
Commercial construction
          2        
Commercial real estate
    2       3       3  
Residential real estate
    12       14       17  
Home equity lines of credit
    4       2       2  
Credit card and other unsecured lines of credit
    6       3       2  
Other consumer
    12       8       10  
 
Total recoveries
    52       52       66  
 
Net charge-offs
    121       138       87  
 
Balance at end of period
  $ 1,001     $ 1,094     $ 1,179  
 
Portfolio loans outstanding at period end
  $ 102,269     $ 106,039     $ 102,932  
Allowance as a percentage of:
                       
Portfolio loans
    .98 %     1.03 %     1.15 %
Nonperforming loans
    207.1       223.1       245.1  
Annualized net charge-offs
    204.3       199.4       330.5  
 
A summary of the changes in the allowance for losses on lending-related commitments follows:
                         
    Three Months Ended
    March 31   December 31   March 31
(Dollars in Millions)   2006   2005   2005
 
Balance at beginning of period
  $ 84     $ 88     $ 100  
Net provision for losses on lending-related commitments
    (5 )     (4 )     (7 )
 
Balance at end of period
  $ 79     $ 84     $ 93  
 
Total provision for credit losses
  $ 27     $ 132     $ 70  
 
The lower provision for credit losses in the first quarter of 2006 reflects continued improvement in the commercial portfolio, better than expected performance in the consumer portfolio, and no new perceived environmental risks which would require an additional provision. The fourth quarter 2005 provision was influenced by the change in consumer bankruptcy laws in October 2005 which reflected an usually high level of charge-offs on credit card and other unsecured consumer lines of credit, as well as estimated losses incurred but not yet realized on secured consumer loans in the collection process at year end.
Annualized net charge-offs as a percentage of average loans by portfolio type follow:
                         
    Three Months Ended
    March 31   December 31   March 31
    2006   2005   2005
 
Commercial
    .42 %     .56 %     .18 %
Commercial construction
    (.03 )     (.16 )     .26  
Commercial real estate
    .17       .13       .08  
Residential real estate
    .43       .29       .34  
Home equity lines of credit
    .35       .28       .11  
Credit card and other unsecured lines of credit
    3.45       5.86       4.48  
Other consumer
    .93       1.33       .76  
 
Total net charge-offs to average portfolio loans
    .46 %     .52 %     .35 %
 
Commercial charge-offs for the first quarter of 2006 included $25 million of losses related to passenger airlines leases. Residential real estate net charge-offs were higher on both a linked-quarter and year-over-year basis due to losses associated with the 2005 Gulf Coast hurricanes, coupled with the continued growth and seasoning of this portfolio. Home equity lines of credit net charge-offs also increased compared to prior periods due to losses associated with the surge in consumer bankruptcy filings in late 2005. Credit card and unsecured lines of credit charge-offs were up during the fourth quarter of 2005 for the same reason. On a year-over-year basis, credit card and unsecured lines of credit charge-offs decreased as the number of consumer bankruptcy filings were down significantly compared to the high volume of filings in the fourth quarter.

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An allocation of the ending allowance for loan losses and allowance for losses on lending-related commitments by portfolio type follows:
                         
    March 31   December 31   March 31
(In Millions)   2006   2005   2005
 
Allowance for loan losses:
                       
Commercial
  $ 466     $ 494     $ 550  
Commercial construction and commercial real estate
    133       136       142  
Residential real estate
    159       174       199  
Home equity lines of credit and other consumer loans
    100       131       133  
Credit card and other unsecured lines of credit
    143       159       155  
 
Total
  $ 1,001     $ 1,094     $ 1,179  
 
Allowance for losses on lending-related commitments:
                       
Commercial
  $ 79     $ 84     $ 93  
 
Compared to prior periods, the loan loss reserve allocation at March 31, 2006, was down across all loan categories. The commercial portfolio has seen continued improvement in credit quality. The Corporation has purchased loan-level mortgage insurance on a larger percentage of its portfolio of residential real estate loans. Portfolio balances of home equity and other consumer loans have decreased in comparison to prior periods due to the exit of the indirect automobile business and the transition to an originate-and-sell model for non-footprint home equity lines of credit. These factors, combined with no new environmental exposures identified in 2006, have resulted in lower credit risk in the loan portfolio, and therefore lower allocated reserves. Refer to the Application of Critical Accounting Policies section for further discussion of the allowance for loan losses.
Market Risk
Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, currency exchange rates, or equity prices. Interest rate risk is National City’s primary market risk and results from timing differences in the repricing of assets and liabilities, changes in relationships between rate indices, and the potential exercise of explicit or embedded options. The Asset/Liability Management Committee (ALCO) meets monthly and is responsible for reviewing the interest-rate-sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. The guidelines established by ALCO are reviewed by the Risk and Public Policy Committee of the Corporation’s Board of Directors. The Corporation does not currently have any material equity price risk or foreign currency exchange rate risk exposure.
Asset/Liability Management: The primary goal of asset/liability management is to maximize the net present value of future cash flows and net interest income within authorized risk limits. Interest rate risk is monitored primarily through modeling market value of equity and secondarily through earnings simulation. Both measures are highly assumption dependent and change regularly as the balance sheet and business mix evolve; however, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk, the distribution of risk along the yield curve, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships. The key assumptions employed by these measures are analyzed regularly and reviewed by ALCO.
Interest Rate Risk Management: Financial instruments used to manage interest rate risk include investment securities and interest rate derivatives, which include interest rate swaps, interest rate caps and floors, interest rate forwards, and exchange-traded futures and options contracts. Interest rate derivatives have characteristics similar to securities but possess the advantages of customization of the risk-reward profile of the instrument, minimization of balance sheet leverage, and improvement of the liquidity position. Further discussion of the use of and the accounting for derivative instruments is included in Notes 1 and 23 to the consolidated financial statements.
Market Value Modeling: The Market Value of Equity (MVE) is defined as the discounted present value of net cash flows from all assets, liabilities, and off-balance sheet arrangements, other than MSRs and associated hedges. Market risk associated with MSRs is hedged through the use of derivative instruments. Refer to Note 12 to the consolidated financial statements for further details on managing market risk for MSRs. Unlike the earnings simulation model described below, MVE analysis has no time horizon limitations. In addition, MVE analysis is performed as of a single point in time and does not include estimates of future business volumes. As with earnings simulations, assumptions driving timing and magnitude of cash flows are critical inputs to the model. Particularly important are assumptions driving loan and security prepayments and noncontractual deposit balance movements.
The sensitivity of MVE to changes in interest rates is an indication of the longer-term interest rate risk embedded in the balance sheet. A primary measure of the sensitivity of MVE to movements in rates is defined as the Duration of Equity (DOE). DOE represents the estimated percentage change in MVE for a 1% instantaneous, parallel shift in the yield curve. Generally, the larger the absolute value of DOE the more sensitive the value of the balance sheet is to movements in rates. A positive DOE indicates the MVE should increase as rates fall, or decrease as rates rise. A negative DOE indicates that MVE should increase as rates rise, or decrease as rates fall. Due to the embedded options in the balance sheet, DOE is not constant and can shift with movements in the level or shape of the yield

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curve. ALCO has set limits on the maximum and minimum acceptable DOE at +3.0% and -1.0%, respectively, as measured between +/-150 basis point instantaneous, parallel shifts in the yield curve.
The most recent market value model estimated the current DOE at +1.3%. While the current DOE is above management’s long-term target of +1.0%, it is consistent with management’s current view of the interest rate outlook. DOE would rise to +2.0% given a parallel shift of the yield curve up 150 basis points and would be within the maximum constraint of +3.0%. DOE was neutral given a parallel shift of the yield curve down 150 basis points and would be within the minimum constraint of -1.0%.
Earnings Simulation Modeling: The earnings simulation model projects changes in net income caused by the effect of changes in interest rates on net interest income. The model requires management to make assumptions about how the balance sheet is likely to evolve through time in different interest rate environments. Loan and deposit growth rate assumptions are derived from historical analysis and management’s outlook, as are the assumptions used to project yields and rates for new loans and deposits. Mortgage loan prepayment models are developed from industry median estimates of prepayment speeds in conjunction with the historical prepayment performance of the Corporation’s own loans. Noncontractual deposit growth rates and pricing are modeled on historical patterns.
Net interest income is affected by changes in the absolute level of interest rates and by changes in the shape of the yield curve. In general, a flattening of the yield curve would result in a decline in earnings due to the compression of earning asset yields and funding rates, while a steepening would result in increased earnings as investment margins widen. The earnings simulations are also affected by changes in spread relationships between certain rate indices, such as the prime rate and the London Interbank Offering Rate (LIBOR).
Market implied forward rates over the next 12 months are used as the base rate scenario in the earnings simulation model. High and low rate scenarios are also modeled and consist of statistically determined two-standard deviation moves above and below market implied forward rates over the next 12 months. These rate scenarios are non-parallel in nature and result in short and long-term rates moving in different magnitudes. Resulting net incomes from the base, high, and low scenarios are compared and the percentage change from base net income is limited by ALCO policy to -4.0%.
The most recent earnings simulation model projects that net income would be 2.8% higher than base net income if rates were two standard deviations higher than the implied forward curve over the next 12 months. The model also projects a decrease in net income of 1.9% if rates were two standard deviations below the implied forward curve over the same period. Both of the earnings simulation projections of net income were within the ALCO guideline of -4.0%.
The earnings simulation model excludes the potential effects on fee income and noninterest expense associated with changes in interest rates. In particular, revenue generated from originating, selling, and servicing residential mortgage loans is highly sensitive to changes in interest rates due to the direct effect changes in interest rates have on loan demand and the value of MSRs. In general, low or declining interest rates typically lead to increased origination and sales income but potentially lower servicing-related income due to the impact of higher loan prepayments on the value of MSRs. Conversely, high or rising interest rates typically reduce mortgage loan demand and hence origination and sales income while servicing-related income may rise due to lower prepayments. In addition, net interest income earned on loans held for sale increases when the yield curve steepens and decreases when the yield curve flattens. Risk related to mortgage banking activities is also monitored by ALCO.
Liquidity Risk
Liquidity risk arises from the possibility the Corporation may not be able to satisfy current or future financial commitments, or may become unduly reliant on alternative funding sources. The objective of liquidity risk management is to ensure that the cash flow requirements of depositors and borrowers, as well as the operating cash needs of the Corporation, are met, taking into account all on- and off-balance sheet funding demands. Liquidity risk management also includes ensuring cash flow needs are met at a reasonable cost. The Corporation maintains a liquidity risk management policy which identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements in compliance with regulatory guidance. The policy also includes a contingency funding plan to address liquidity needs in the event of an institution-specific or a systemic financial crisis. The liquidity position is continually monitored and reviewed by ALCO.
Funds are available from a number of sources, including the securities portfolio, core deposits, the capital markets, the Federal Reserve Bank, the Federal Home Loan Bank, the U.S. Treasury, and through the sale or securitization of various types of assets. Funding sources did not change significantly during the first quarter of 2006. Core deposits, which continue to be the most significant source of funding, comprised approximately 52% of funding at March 31, 2006, and 50% of funding at December 31, 2005, and March 31, 2005. Refer to the Financial Condition section of this Financial Review for further discussion on changes in funding sources. Asset securitization vehicles have also been used as a source of funding over the past several years. During 2006, the Corporation securitized $425 million of credit card receivables. Further discussion of securitization activities is included in Note 5 to the consolidated financial statements.

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At the holding company level, the Corporation uses cash to pay dividends to stockholders, repurchase common stock, make selected investments and acquisitions, and service debt. At March 31, 2006, the main sources of funding for the holding company include dividends and returns of investment from its subsidiaries, a line of credit with its bank subsidiaries, the commercial paper market, and access to the capital markets.
The primary source of funding for the holding company has been dividends and returns of investment from its bank and nonbank subsidiaries. As discussed in Note 16 to the consolidated financial statements, the Corporation’s bank subsidiaries are subject to regulation and, among other things, may be limited in their ability to pay dividends or otherwise transfer funds to the holding company. Accordingly, consolidated cash flows as presented in the consolidated statements of cash flows on page 6 may not represent cash immediately available to the holding company. During the first quarter of 2006, the Corporation’s bank and nonbank subsidiaries declared and paid cash dividends totaling $225 million. There were no returns of capital paid to the holding company by the bank and nonbank subsidiaries during the first quarter of 2006.
Funds raised in the commercial paper market through the Corporation’s subsidiary, National City Credit Corporation, support the short-term cash needs of the holding company and nonbank subsidiaries. At March 31, 2006, December 31, 2005 and March 31, 2005, $1.3 billion, $1.1 billion and $657 million, respectively, of commercial paper borrowings were outstanding.
The holding company has a $500 million internal line of credit with its banking subsidiaries to provide additional liquidity support. There were no borrowings under this agreement at March 31, 2006, December 31, 2005 or March 31, 2005.
The Corporation also has in place a shelf registration with the Securities and Exchange Commission to allow for the sale, over time, of up to $1.5 billion in senior subordinated debt securities, preferred stock, depositary shares, and common stock issuable in connection with conversion of the aforementioned securities. There were no issuances during the first quarter of 2006. As of March 31, 2006, $600 million was available for future issuance.
CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABILITIES, AND
OFF-BALANCE SHEET ARRANGEMENTS
The Corporation has various financial obligations, including contractual obligations and commitments that may require future cash payments.
Contractual Obligations: The following table presents significant fixed and determinable contractual obligations by payment date as of March 31, 2006. The payment amounts represent those amounts contractually due to the recipient and do not include unamortized premiums or discounts, hedge basis adjustments, fair value adjustments, or other similar carrying value adjustments. Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.
                                                 
            Payments Due In    
                    One to   Three to   Over    
    Note   One Year   Three   Five   Five    
(In Millions )   Reference   or Less   Years   Years   Years   Total
 
Deposits without a stated maturity (a)
          $ 54,301     $     $     $     $ 54,301  
Consumer and brokered certificates of deposits (b)(c)
            19,708       5,918       1,851       3,355       30,832  
Federal funds borrowed and security repurchase agreements (b)
            5,239                         5,239  
Borrowed funds (b)
    13       2,162                         2,162  
Long-term debt (b)(c)
    14, 15       12,799       14,180       6,433       5,366       38,778  
Operating leases
            157       258       182       471       1,068  
Purchase obligations
            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.
The operating lease obligations represent short- and long-term lease and rental payments for facilities, certain software, and data processing and other equipment. Purchase obligations represent obligations under agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligation amounts presented above primarily relate to certain contractual payments for services provided for information technology, data processing, branch construction, and the outsourcing of certain operational activities.

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The Corporation also has obligations under its postretirement plan as described in Note 22 to the consolidated financial statements. The postretirement benefit payments represent actuarially determined future benefit payments to eligible plan participants. The Corporation reserves the right to terminate the postretirement benefit plan at any time. The Corporation did not have any commitments or obligations to the defined benefit pension plan at March 31, 2006, due to the overfunded status of the plan.
The Corporation also enters into derivative contracts under which it either receives cash from or pays cash to counterparties depending on changes in interest rates. Derivative contracts are carried at fair value on the consolidated balance sheet, with the fair value representing the net present value of expected future cash receipts or payments based on market interest rates as of the balance sheet date. The fair value of the contracts change as market interest rates change. Certain contracts, such as interest rate futures, are cash settled daily, while others, such as interest rate swaps, involve monthly cash settlement. Because the derivative liabilities recorded on the balance sheet at March 31, 2006, do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Notes 1 and 23 to the consolidated financial statements.
Commitments: The following table details the amounts and expected maturities of significant commitments as of March 31, 2006. Further discussion of these commitments is included in Note 20 to the consolidated financial statements.
                                         
                    Three        
    One   One to   to   Over    
    Year   Three   Five   Five    
(In Millions)   or Less   Years   Years   Years   Total
 
Commitments to extend credit:
                                       
Commercial
  $ 10,197     $ 6,801     $ 5,751     $ 293     $ 23,042  
Residential real estate
    11,328                         11,328  
Revolving home equity and credit card lines
    33,945       4                   33,949  
Other
    805                         805  
Standby letters of credit
    2,625       1,113       1,073       91       4,902  
Commercial letters of credit
    256       8       2             266  
Net commitments to sell mortgage loans and mortgage-backed securities
    6,011                         6,011  
Net commitments to sell commercial real estate loans
    226       61                   287  
Commitments to fund principal investments
    46       24       80       140       290  
Commitments to fund civic and community investments
    214       128       39       26       407  
Commitments to purchase beneficial interests in securitized automobile loans
    877                         877  
 
Commitments to extend credit, including loan commitments, standby letters of credit, and commercial letters of credit do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.
The commitments to fund principal investments primarily relate to indirect investments in various private equity funds managed by third-party general and limited partners. These estimated commitments were based primarily on the expiration of each fund’s investment period at March 31, 2006. The timing of these payments could change due to extensions in the investment periods of the funds or by the rate at which the commitments are invested, as determined by the general or limited partners of the funds.
The commitments to fund civic and community investments pertain to the construction and development of properties for low-income housing, small business real estate, and historic tax credit projects. The timing and amounts of these commitments are projected based upon the financing arrangements provided in each project’s partnership or operating agreement, and could change due to variances in the construction schedule, project revisions, or the cancellation of the project.
National City Bank, a subsidiary of the Corporation, along with other financial institutions, has agreed to provide backup liquidity to an unrelated commercial paper conduit. The conduit holds various third-party assets including beneficial interests in the cash flows of trade receivables, credit cards and other financial assets, as well as indirect automobile loans securitized in 2005. In the event of a disruption in the commercial paper markets, the conduit could experience a liquidity event. At such time, the conduit may require National City Bank, as well as another financial institution, to purchase an undivided interest in its note, representing a beneficial interest in the securitized automobile loans. This commitment expires in December 2006 but may be renewed annually for an additional 12 months by mutual agreement of the parties. This commitment does not necessarily represent a future cash requirement, and may expire without being drawn upon.
Contingent Liabilities: The Corporation may also incur liabilities under certain contractual agreements contingent upon the occurrence of certain events. A discussion of significant contractual arrangements under which National City may be held contingently liable is included in Note 20 to the consolidated financial statements.

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Off-Balance Sheet Arrangements: Significant off-balance sheet arrangements include the use of special-purpose entities, generally securitization trusts, to diversify its funding sources. During the past several years, National City has sold credit card receivables and automobile loans to securitization trusts which are considered qualifying special-purpose entities and, accordingly, are not included in the consolidated balance sheet. In addition, the Corporation acquired home equity securitizations as part of the acquisition of Provident. The Corporation continues to service the loans sold to the trusts, for which it receives a servicing fee, and also has certain retained interests in the assets of the trusts.
During the first quarter of 2006, the Series 2001-1 credit card securitization matured, and a $425 million pool of credit card receivables (Series 2006-1) was securitized. Further discussion on the accounting for securitizations is included in Note 1 to the consolidated financial statements and detail regarding securitization transactions and retained interests is included in Note 5.
The Corporation also has obligations arising from contractual arrangements that meet the criteria of Financial Accounting Standards Board Interpretation No. 45. These obligations are discussed in Note 20.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
National City’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Certain policies inherently have a greater reliance on the use of estimates, and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When such information is not available, valuation adjustments are estimated by management primarily through the use of internal cash flow modeling techniques.
The most significant accounting policies followed by the Corporation are presented in Note 1 to the consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Any material effect on the financial statements related to these critical accounting areas is also discussed in this financial review. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management currently views the determination of the allowance for loan losses and allowance for losses on lending-related commitments, the valuation of mortgage servicing rights, the valuation of derivative instruments, and income taxes to be critical accounting policies.
Allowance for Loan Losses and Allowance for Losses on Lending-Related Commitments : Management’s assessment of the adequacy of the allowance for loan losses and allowance for lending-related commitments considers individual impaired loans, pools of homogenous loans with similar risk characteristics, imprecision in estimating losses, and other environmental risk factors. As described below, an established methodology exists for estimating the risk of loss for each of these elements.
An allowance is established for probable credit losses on impaired loans. Nonperforming commercial loans and leases exceeding policy thresholds are regularly reviewed to identify impairment. A loan or lease is impaired when, based on current information and events, it is probable that the Corporation will not be able to collect all amounts contractually due. Measuring impairment of a loan requires judgment and estimates, and the eventual outcomes may differ from those estimates. Impairment is measured based upon the present value of expected future cash flows from the loan discounted at the loan’s effective rate, the loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. When the selected measure is less than the recorded investment in the loan, an impairment has occurred. The allowance for impaired loans was $58 million at March 31, 2006, $77 million at December 31, 2005 and $18 million at March 31, 2005. Compared to the first quarter a year ago, this element of the allowance increased primarily due to impairment identified on certain passenger airline leases, reflecting further deterioration in the financial condition of these borrowers. Compared to year end, this element of the allowance decreased by $19 million primarily due to charge-offs of previously reserved losses on passenger airline leases.
Pools of homogeneous loans with similar risk and loss characteristics are also assessed for probable losses. These loan pools include all other loans and leases not individually evaluated for impairment as discussed above. For consumer loans, average historical losses are utilized to estimate losses currently inherent in the portfolio. Consumer loans are pooled by probability of default within product segments. The probability of default is based on historical performance of customer attributes, such as credit score, loan-to-value, origination date, collateral type, worst delinquency, and other relevant factors. For commercial loans, a loss migration analysis is

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performed which averages historic loss ratios. This element of the allowance was $625 million at March 31, 2006, $679 million as of December 31, 2005, and $769 million at March 31, 2005. The decrease in this component of the allowance reflects continued improvement in the historic loss rates of the commercial portfolio, as well as lower levels of uninsured consumer loans in portfolio at March 31, 2006.
An allowance is also recognized for imprecision inherent in loan loss migration models and other estimates of loss. Imprecision occurs because historic loss patterns may not be representative of losses inherent in the current portfolio. Reasons for imprecision include growth in the Corporation’s footprint, changes in economic conditions, and difficulty identifying triggering events, among other factors. Imprecision is estimated by comparing actual losses incurred to previously forecasted losses over several time periods. The volatility of this imprecision, as expressed in terms of the standard deviation of the difference between the actual and forecasted losses, is used to calculate an imprecision percentage that represents the probable forecast error. The imprecision percentage is applied to the current portfolio balance to determine the required allowance. The allowance established for imprecision was $364 million at March 31, 2006, $369 million at December 31, 2005, and $374 million at March 31, 2005.
Finally, the allowance considers specific environmental factors which pose additional risks that have not been adequately captured in the elements described above. For each environmental risk, a range of expected losses is calculated based on observable data. Management applies judgment to determine the most likely amount of loss within the range. Environmental risks currently provided for in the allowance for loan losses include loans acquired in acquisitions where loss history and underwriting information is incomplete or is materially different than that of the Corporation’s existing portfolio, passenger airline leases, and consumer loans associated with consumer bankruptcy filings that occurred in late 2005. Similar types of environmental risk factors, except for consumer bankruptcies, were present at March 31, 2005. When an allowance is established for environmental risks, conditions for its release are also established. The allowance for loan losses allocated to environmental risks was $33 million at March 31, 2006, $53 million at December 31, 2005 and $111 million at March 31, 2005. In the first quarter of 2006, the environmental reserve decreased by $14 million due to charge-offs of previously reserved for consumer losses arising from bankruptcy filings and by $6 million related to loans acquired through acquisitions as this risk has diminished with paydowns, payoffs and refinancings. Compared to the first quarter of 2005, the environmental reserve decreased primarily due to specific allocations for certain passenger airline leases which supplanted allocations previously included within the environmental reserve, as well as lower allocations related to loans acquired through acquisitions for the same reason previously described.
There are many factors affecting the allowance for loan losses and allowance for lending-related commitments; some are quantitative while others require qualitative judgment. Although management believes its methodology for determining the allowance adequately considers all of the potential factors to identify and quantify probable losses in the portfolio, the process includes subjective elements and is therefore susceptible to change. To the extent that actual outcomes differ from management’s estimates, additional provision for credit losses could be required, or a reversal of previously recognized provision may occur, that could have a material impact on earnings in future periods.
The allowance for loan losses addresses credit losses inherent in the loan and lease portfolio and is presented as a reserve against portfolio loans on the balance sheet. The allowance for losses on lending-related commitments addresses credit losses inherent in commitments to lend and letters of credit and is presented in other liabilities on the balance sheet. The allowance for losses on lending-related commitments is computed using a methodology similar to that used in determining the allowance for loan losses, modified to take into account the probability of funding these commitments. When a commitment is funded, any previously established allowance for losses on lending-related commitments is reversed and reestablished in the allowance for loan losses.
The allowance for loan losses and losses on lending-related commitments are assigned to business lines based on the nature of the loan portfolio in each business line. The Wholesale Banking, Consumer and Small Business Financial Services, and National Consumer Finance business lines have been assigned the majority of the allowance, and accordingly, would be the business lines most affected by actual outcomes differing from management estimates.
Mortgage Servicing Rights (MSRs): Servicing residential mortgage loans for third-party investors represents a significant business activity of National City Mortgage (NCM) and National City Home Loan Services (NCHLS). Effective January 1, 2006, the Corporation adopted SFAS 156, Accounting for Servicing of Financial Assets, and elected fair value as its measurement method for its MSRs. The cumulative effect of this accounting change increased the carrying value of MSRs by $26 million. All prospective changes in fair value will be recognized in earnings as a component of loan servicing revenue.
The Corporation employs a risk management strategy designed to protect the value of MSRs from changes in interest rates. MSR values are hedged with a portfolio of derivatives, primarily interest rate swaps, options, mortgage-backed forwards, and futures contracts. As interest rates change, these derivatives are expected to have changes in fair value which are negatively correlated to the change in fair value of the hedged MSR portfolio. The hedge relationships are actively managed in response to changing market risks over the life of the MSR assets. Selecting appropriate derivative instruments to hedge this risk requires significant management judgment to assess how mortgage rates and prepayment speeds could affect the future values of MSRs.

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The Corporation’s MSR hedging strategies have been successful at protecting the economic value of the MSR portfolio in the face of interest rate changes that would have otherwise caused an economic loss. Management attributes this success to the consistency of its hedging philosophy and favorable market conditions. In 2006, a narrowing of the spread between mortgage rates and swap rates contributed to hedging losses. To the extent these factors continue, net hedging losses could occur in future periods.
Prior to January 1, 2006, MSRs, other than those designated in SFAS 133 hedge relationships, were recognized at the lower of their capitalized amount, net of accumulated amortization, or fair value. Certain MSRs hedged with derivative instruments in designated SFAS 133 hedge relationships were adjusted above their initial carrying value if the hedge was deemed effective pursuant to SFAS 133. When the derivative instrument was deemed to be not effective pursuant to SFAS 133, the MSR’s carrying value could not be written up to fair value, resulting in asymmetrical results in accounting for the MSR and related derivative instrument.
MSRs do not trade in an active open market with readily observable market prices. Although sales of MSRs do occur, the exact terms and conditions may not be available. As a result, MSRs are established and valued using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs, and numerous other factors. The expected and actual rates of mortgage loan prepayments are the most significant factors driving the value of MSRs. The key economic assumptions used to estimate the value of the MSRs are shown below.
                                                 
    March 31     December 31     March 31  
    2006     2005     2005  
    NCM     NCHLS     NCM     NCHLS     NCM     NCHLS  
(Dollars in Millions)   Mortgages     Mortgages     Mortgages     Mortgages     Mortgages     Mortgages  
 
Fair value
  $ 2,234.6     $ 127.0     $ 2,034.2     $ 107.9     $ 1,805.6     $ 27.7  
 
Weighted-average life (in years)
    5.6       2.0       5.0       2.1       4.7       2.6  
 
Weighted-average constant prepayment rate (CPR)
    15.57 %     40.44 %     17.50 %     39.21 %     18.47 %     33.19 %
 
Weighted-average discount rate
    9.87       13.98       9.74       13.56       9.70       12.75  
To determine the fair value of MSRs, the Corporation uses a static cash flow methodology incorporating current market interest rates. A static model does not attempt to forecast or predict the future direction of interest rates; rather it estimates the amount and timing of future servicing cash flows using current market interest rates. The current mortgage interest rate influences the prepayment rate and therefore, the length of the cash flows associated with the servicing asset, while the discount rate determines the present value of those cash flows. Expected mortgage loan prepayment assumptions are derived from a third party model and consider empirical data drawn from the historical performance of the Corporation’s MSR portfolio. Management believes these prepayment assumptions are consistent with the assumptions used by other market participants valuing similar MSRs.
A sensitivity analysis of the hypothetical effect on the fair value of MSRs to adverse changes in key assumptions of 10% and 20% as of March 31, 2006 is presented below. Changes in fair value generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated independently without changing any other assumption. In reality, changes in one factor may result in changes in another (for example, changes in mortgage interest rates, which drive changes in prepayment rate estimates, could result in changes in the discount rates), which might magnify or counteract the sensitivities.
                 
    March 31
    2006
    NCM   NCHLS
(Dollars in Millions)   Mortgages   Mortgages
 
Fair value
  $ 2,234.6     $ 127.0  
Prepayment rate:
               
Decline in fair value from 10% adverse change
    100.8       20.4  
Decline in fair value from 20% adverse change
    200.8       24.7  
Discount rate:
               
Decline in fair value from 10% adverse change
    79.7       2.5  
Decline in fair value from 20% adverse change
    154.0       4.9  
 
Derivative Instruments: The Corporation regularly uses derivative instruments as part of its risk management activities to protect the value of certain assets and liabilities and future cash flows against adverse price or interest rate movements. As of March 31, 2006, the recorded fair values of derivative assets and liabilities were $642 million and $1.0 billion, respectively. All derivative instruments are carried at fair value on the balance sheet. The Corporation values its derivative instruments using observable market prices, when

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available. In the absence of observable market prices, the Corporation uses discounted cash flow models to estimate the fair value of its derivatives. The interest rates used in these cash flow models are based on forward yield curves that are observable in the current cash and derivatives markets, consistent with how derivatives are valued by most market participants.
Certain of the Corporation’s derivative instruments are formally designated in SFAS 133 hedge relationships as a hedge of one of the following: the fair value of a recognized asset or liability, the expected future cash flows of a recognized asset or liability, or the expected future cash flows of a forecasted transaction. For these derivatives, both at the inception of the hedge and on an ongoing basis, the Corporation assesses the effectiveness of the hedge instrument in achieving offsetting changes in fair value or cash flows compared to the hedged item. To prospectively test effectiveness, management performs a qualitative assessment of the critical terms of the hedged item and hedging instrument. In certain cases, management also performs a quantitative assessment by estimating the change in the fair value of the derivative and hedged item under various interest rate shock scenarios using either the dollar offset ratio method or regression analysis.
The methods utilized to assess retrospective hedge effectiveness, as well as the frequency of testing, vary based on the type of item being hedged and the designated hedge period. For specifically designated fair value hedges of certain fixed-rate debt, the Corporation assesses hedge effectiveness utilizing the short-cut method when all the criteria of paragraph 68 of SFAS 133 are met. For other fair value hedges of fixed-rate debt including certificates of deposit, the Corporation utilizes a dollar offset ratio to test hedge effectiveness on a monthly basis. For fair value hedges of portfolio loans and residential mortgage loans held for sale, a dollar offset ratio test is performed on a daily basis. Effectiveness testing for commercial real estate loans is measured monthly using a dollar offset ratio. For cash flow hedges, a dollar offset ratio test is applied on a monthly basis.
Because the majority of the derivative instruments are used to protect the value of recognized assets and liabilities on the balance sheet, changes in the value of the derivative instruments are typically offset by changes in the value of the assets and liabilities being hedged, although income statement volatility can still occur if the derivative instruments are not effective in hedging changes in the value of those assets and liabilities. Changes in the fair values of derivative instruments associated with mortgage banking activities are included in either loan sale revenue or loan servicing revenue on the consolidated income statement and affect primarily the results of the National City Mortgage line of business. Changes in the fair values of other derivatives are included in other noninterest income on the income statement and are primarily generated from investment funding activities and are not allocated to the business lines. Notes 1 and 23 to the consolidated financial statements also provide further discussion on the accounting and use of derivative instruments.
Income Taxes: The Corporation is subject to the income tax laws of the U.S., its states and other jurisdictions where it conducts business. These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities. In determining the provision for income taxes, management must make judgments and estimates about the application of these inherently complex laws, related regulations, and case law. In the process of preparing the Corporation’s tax returns, management attempts to make reasonable interpretations of the tax laws. These interpretations are subject to challenge by the tax authorities upon audit or to reinterpretation based on management’s ongoing assessment of facts and evolving case law.
On a quarterly basis, management assesses the reasonableness of its effective tax rate based upon its current best estimate of net income and the applicable taxes expected for the full year. Deferred tax assets and liabilities are reassessed on an annual basis, or more frequently if business events or circumstances warrant. Reserves for contingent tax liabilities are reviewed quarterly for adequacy based upon developments in tax law and the status of examinations or audits. Tax benefit/(provision) adjustments associated with re-assessment of tax reserves were $6 million and $(3) million in the first quarter of 2006 and 2005, respectively.
RECENT ACCOUNTING PRONOUNCEMNTS AND DEVELOPMENTS
Note 2 to the consolidated financial statements discusses new accounting policies adopted by the Corporation during 2006 and the expected impact of accounting policies recently issued but not yet required to be adopted. To the extent the adoption of new accounting standards materially affects financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section(s) of this financial review and notes to the consolidated financial statements.

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FORWARD LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, the Corporation’s ability to effectively execute its business plans; changes in general economic and financial market conditions; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Corporation’s business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements is available in the Corporation’s annual report on Form 10-K for the year ended December 31, 2005, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at nationalcity.com . Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.

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CONSOLIDATED AVERAGE BALANCE SHEETS
                 
    Three Months Ended
    March 31   March 31
(In Millions)   2006   2005
 
Assets
               
Earning Assets:
               
Portfolio loans:
               
Commercial
  $ 27,540     $ 25,553  
Commercial construction
    3,426       2,909  
Commercial real estate
    12,022       12,127  
Residential real estate
    32,921       30,515  
Home equity lines of credit
    20,979       19,520  
Credit card and other unsecured lines of credit
    2,515       2,351  
Other consumer
    6,028       8,308  
 
Total portfolio loans
    105,431       101,283  
Loans held for sale or securitization:
               
Commercial
    12       16  
Commercial real estate
    86       312  
Residential real estate
    7,977       11,174  
Home equity lines of credit
    331        
Student
    4        
Credit card
    416        
 
Total loans held for sale or securitization
    8,826       11,502  
Securities available for sale, at cost
    7,719       8,195  
Federal funds sold and security resale agreements
    327       259  
Other investments
    2,156       1,608  
 
Total earning assets
    124,459       122,847  
Allowance for loan losses
    (1,092 )     (1,175 )
Fair value (depreciation) appreciation of securities available for sale
    (28 )     146  
Cash and demand balances due from banks
    3,326       3,706  
Properties and equipment
    1,311       1,277  
Equipment leased to others
    707       1,008  
Other real estate owned
    104       92  
Mortgage servicing rights
    2,191       1,504  
Goodwill
    3,310       3,300  
Other intangible assets
    161       206  
Derivative assets
    140       353  
Accrued income and other assets
    4,807       5,252  
 
Total Assets
  $ 139,396     $ 138,516  
 
Liabilities
               
Deposits:
               
Noninterest bearing
  $ 16,766     $ 18,136  
NOW and money market
    28,367       29,253  
Savings
    2,106       2,531  
Consumer time
    20,740       17,189  
Brokered retail CDs
    5,492       4,336  
Other
    1,047       538  
Foreign
    8,469       9,539  
 
Total deposits
    82,987       81,522  
 
Federal funds borrowed and security repurchase agreements
    6,198       7,130  
Borrowed funds
    2,180       1,486  
Long-term debt
    31,719       31,684  
Derivative liabilities
    188       284  
Accrued expenses and other liabilities
    3,656       3,631  
 
Total Liabilities
    126,928       125,737  
 
Total Stockholders’ Equity
    12,468       12,779  
 
Total Liabilities and Stockholders’ Equity
  $ 139,396     $ 138,516  
 

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DAILY AVERAGE BALANCES/NET INTEREST INCOME/RATES
                                         
    Daily Average Balance
    2006   2005
    First   Fourth   Third   Second   First
(Dollars in Millions)   Quarter   Quarter   Quarter   Quarter   Quarter
 
Assets
                                       
Earning Assets:
                                       
Loans (a) :
                                       
Commercial
  $ 27,552     $ 27,474     $ 27,444     $ 27,164     $ 25,569  
Commercial construction
    3,426       3,279       3,083       2,999       2,909  
Commercial real estate
    12,108       12,275       12,153       12,061       12,439  
Residential real estate
    40,898       42,876       44,715       41,415       41,689  
Home equity lines of credit
    21,310       21,823       22,160       20,950       19,520  
Credit card and other unsecured lines of credit
    2,931       2,676       2,684       2,375       2,351  
Other consumer
    6,032       7,202       7,717       8,053       8,308  
 
Total loans
    114,257       117,605       119,956       115,017       112,785  
Securities available for sale, at cost:
                                       
Taxable
    7,153       7,060       6,838       7,112       7,539  
Tax-exempt
    566       597       612       634       656  
 
Total securities available for sale
    7,719       7,657       7,450       7,746       8,195  
Federal funds sold, security resale agreements and other investments
    2,483       2,346       2,253       1,928       1,867  
 
Total earning assets/total interest income/rates
    124,459       127,608       129,659       124,691       122,847  
Allowance for loan losses
    (1,092 )     (1,097 )     (1,123 )     (1,178 )     (1,175 )
Fair value (depreciation) appreciation of securities available for sale
    (28 )     (8 )     74       79       146  
Nonearning assets
    16,057       16,480       16,357       16,081       16,698  
 
Total assets
  $ 139,396     $ 142,983     $ 144,967     $ 139,673     $ 138,516  
 
Liabilities and stockholders’ equity
                                       
Interest bearing liabilities:
                                       
NOW and money market accounts
  $ 28,367     $ 28,160     $ 28,233     $ 28,726     $ 29,253  
Savings accounts
    2,106       2,189       2,303       2,425       2,531  
Consumer time deposits
    20,740       20,059       19,220       18,143       17,189  
Other deposits
    6,539       6,958       7,019       5,462       4,874  
Foreign deposits
    8,469       8,900       9,278       7,432       9,539  
Federal funds borrowed
    2,823       4,675       4,506       2,978       3,912  
Security repurchase agreements
    3,375       3,476       3,470       3,099       3,218  
Borrowed funds
    2,180       2,865       2,123       2,524       1,486  
Long-term debt
    31,719       31,787       33,171       34,364       31,684  
 
Total interest bearing liabilities/ total interest expense/rates
    106,318       109,069       109,323       105,153       103,686  
Noninterest bearing deposits
    16,766       17,752       18,706       18,434       18,136  
Accrued expenses and other liabilities
    3,844       3,613       3,958       3,334       3,915  
 
Total liabilities
    126,928       130,434       131,987       126,921       125,737  
Total stockholders’ equity
    12,468       12,549       12,980       12,752       12,779  
 
Total liabilities and stockholders’ equity
  $ 139,396     $ 142,983     $ 144,967     $ 139,673     $ 138,516  
 
Tax-equivalent net interest income
                                       
 
Interest spread
                                       
Contribution of noninterest bearing sources of funds
                                       
 
Net interest margin
                                       
 
     
(a)   Includes loans held for sale or securitization

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    Quarterly Interest
    2006   2005
    First   Fourth   Third   Second   First
(Dollars in Millions)   Quarter   Quarter   Quarter   Quarter   Quarter
 
Assets
                                       
Earning Assets:
                                       
Loans (a) :
                                       
Commercial
  $ 480     $ 454     $ 420     $ 385     $ 330  
Commercial construction
    62       58       50       45       40  
Commercial real estate
    209       210       197       188       183  
Residential real estate
    712       729       725       660       643  
Home equity lines of credit
    370       345       323       280       246  
Credit card and other unsecured lines of credit
    83       72       70       57       52  
Other consumer
    99       115       123       126       129  
 
Total loans
    2,015       1,983       1,908       1,741       1,623  
Securities available for sale, at cost:
                                       
Taxable
    92       88       84       88       92  
Tax-exempt
    10       10       11       12       12  
 
Total securities available for sale
    102       98       95       100       104  
Federal funds sold, security resale agreements and other investments
    36       32       31       24       24  
 
Total earning assets/total interest income/rates
  $ 2,153     $ 2,113     $ 2,034     $ 1,865     $ 1,751  
Allowance for loan losses
                                       
Fair value appreciation of securities available for sale
                                       
Nonearning assets
                                       
 
Total assets
                                       
 
Liabilities and stockholders’ equity
                                       
Interest bearing liabilities:
                                       
NOW and money market accounts
  $ 172     $ 151     $ 132     $ 112     $ 93  
Savings accounts
    3       2       3       3       2  
Consumer time deposits
    202       190       169       150       133  
Other deposits
    74       70       62       41       30  
Foreign deposits
    86       80       75       51       55  
Federal funds borrowed
    31       47       40       22       25  
Security repurchase agreements
    28       26       22       15       13  
Borrowed funds
    23       28       19       15       6  
Long-term debt
    350       327       305       285       237  
 
Total interest bearing liabilities/ total interest expense/rates
  $ 969     $ 921     $ 827     $ 694     $ 594  
Noninterest bearing deposits
                                       
Accrued expenses and other liabilities
                                       
 
Total liabilities
                                       
Total stockholders’ equity
                                       
 
Total liabilities and stockholders’ equity
                                       
 
Tax-equivalent net interest income
  $ 1,184     $ 1,192     $ 1,207     $ 1,171     $ 1,157  
 
Interest spread
                                       
Contribution of noninterest bearing sources of funds
                                       
 
Net interest margin
                                       
 
     
(a)   Includes loans held for sale or securitization

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    Average Annualized Rate
    2006   2005
    First   Fourth   Third   Second   First
    Quarter   Quarter   Quarter   Quarter   Quarter
 
Assets
                                       
Earning Assets:
                                       
Loans (a) :
                                       
Commercial
    7.06 %     6.57 %     6.07 %     5.69 %     5.22 %
Commercial construction
    7.36       6.99       6.47       5.99       5.59  
Commercial real estate
    7.02       6.80       6.42       6.25       5.98  
Residential real estate
    6.97       6.80       6.49       6.36       6.17  
Home equity lines of credit
    6.94       6.33       5.83       5.34       5.04  
Credit card and other unsecured lines of credit
    11.44       10.48       10.43       9.74       8.90  
Other consumer
    6.66       6.34       6.34       6.28       6.28  
 
Total loans
    7.10       6.72       6.34       6.06       5.79  
Securities available for sale, at cost:
                                       
Taxable
    5.12       4.96       4.92       4.96       4.88  
Tax-exempt
    7.20       7.19       7.18       7.40       7.29  
 
Total securities available for sale
    5.27       5.14       5.10       5.16       5.07  
Federal funds sold, security resale agreements and other investments
    5.92       5.40       5.39       5.02       5.27  
 
Total earning assets/total interest income/rates
    6.96 %     6.60 %     6.25 %     5.99 %     5.73 %
Allowance for loan losses
                                       
Fair value appreciation of securities available for sale
                                       
Nonearning assets
                                       
 
Total assets
                                       
 
Liabilities and stockholders’ equity
                                       
Interest bearing liabilities:
                                       
NOW and money market accounts
    2.46 %     2.13 %     1.85 %     1.57 %     1.28 %
Savings accounts
    .49       .49       .47       .41       .38  
Consumer time deposits
    3.95       3.75       3.49       3.33       3.13  
Other deposits
    4.62       4.01       3.48       2.99       2.51  
Foreign deposits
    4.12       3.58       3.19       2.77       2.33  
Federal funds borrowed
    4.49       4.03       3.53       2.98       2.55  
Security repurchase agreements
    3.36       2.90       2.48       2.00       1.65  
Borrowed funds
    4.19       3.86       3.56       2.30       1.77  
Long-term debt
    4.46       4.08       3.67       3.32       3.03  
 
Total interest bearing liabilities/ total interest expense/rates
    3.69 %     3.35 %     3.00 %     2.65 %     2.32 %
Noninterest bearing deposits
                                       
Accrued expenses and other liabilities
                                       
 
Total liabilities
                                       
Total stockholders’ equity
                                       
 
Total liabilities and stockholders’ equity
                                       
 
Tax-equivalent net interest income
                                       
 
Interest spread
    3.27 %     3.25 %     3.25 %     3.34 %     3.41 %
Contribution of noninterest bearing sources of funds
    .54       .49       .47       .42       .37  
 
Net interest margin
    3.81 %     3.74 %     3.72 %     3.76 %     3.78 %
 
     
(a)   Includes loans held for sale or securitization

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The disclosures contained in the Market Risk Management section of the Management Discussion and Analysis of Financial Condition and Results of Operations on pages 63-64 of this report are incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
National City Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of March 31, 2006, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on that evaluation, management concluded that disclosure controls and procedures as of March 31, 2006, were effective in ensuring material information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there were no changes in the Corporation’s internal control over financial reporting that occurred during the quarter ended March 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
National City and its subsidiaries are involved in a number of legal proceedings arising out of their businesses and regularly face various claims, including unasserted claims, which may ultimately result in litigation. Management believes that financial position, results of operations, and cash flows would not be materially affected by the outcome of any pending or threatened legal proceedings, commitments, or claims. For additional information on litigation, contingent liabilities, and guarantees, refer to Note 20 to the Consolidated Financial Statements.
ITEM 1A. RISK FACTORS
There have been no material changes made during the first quarter of 2006 to the risk factors as previously disclosed in the Corporation’s 2005 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The share repurchase disclosures contained in the Financial Condition section of the Management Discussion and Analysis of Financial Condition and Results of Operations on page 59 of this report are incorporated herein by reference.

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ITEM 6. EXHIBITS
Exhibits
Any exhibits within exhibit numbers 3, 4, 10 or 14 documented in this index as being filed with the United States Securities and Exchange Commission (SEC) as part of the March 31, 2006 Form 10-Q have been filed separately with the SEC and are available on request from the Secretary of the Corporation at the principal executive offices or through the SEC at www.sec.gov.
Exhibit Index
     
Exhibit    
Number   Exhibit Description
3.1
  Amended and Restated Certificate of Incorporation of National City Corporation dated April 13, 1999 (filed as Exhibit 3.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2000, and incorporated herein by reference).
 
   
3.2
  National City Corporation First Restatement of By-laws adopted April 27, 1987 (as Amended through February 28, 2005) (filed as Exhibit 3(ii) to Registrant’s Current Report on Form 8-K filed on February 28, 2005, and incorporated herein by reference).
 
   
3.3
  Certificate of Designation Rights and Preferences of the Series D Non-voting Convertible Preferred Stock Without Par Value of National City Corporation (filed as Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
 
   
4.1
  Amended and restated Certificate of Incorporation of National City Corporation dated April 13, 1999 (filed as Exhibit 3.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2000, and incorporated herein by reference) related to capital stock of National City Corporation.
 
   
4.2
  National City Corporation First Restatement of By-laws adopted April 27, 1987 (as Amended through February 28, 2005) (filed as Exhibit 3(ii) to Registrant’s Current Report on Form 8-K filed on February 28, 2005, and incorporated herein by reference) related to stockholder rights.
 
   
4.3
  Certificate of Designation Rights and Preferences of the Series D Non-voting Convertible Preferred Stock Without Par Value of National City Corporation (filed as Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
 
   
4.4
  National City agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of Senior and Subordinated debt of National City.
 
   
10.1
  National City Corporation’s 1993 Stock Option Plan (filed as Exhibit 10.5 to Registration Statement No. 33-49823 and incorporated herein by reference).
 
   
10.2
  National City Corporation 150th Anniversary Stock Option Plan (filed as Exhibit 4 to Registrant’s Form S-8 Registration Statement No. 33-58815 dated April 25, 1995, and incorporated herein by reference).
 
   
10.3
  National City Corporation Plan for Deferred Payment of Directors’ Fees, as Amended (filed as Exhibit 10.5 to Registration Statement No. 2-914334 and incorporated herein by reference).
 
   
10.4
  National City Corporation Supplemental Executive Retirement Plan, as Amended and Restated effective January 1, 2005.
 
   
10.5
  National City Corporation Amended and Second Restated 1991 Restricted Stock Plan (filed as Exhibit 10.9 to Registration Statement No. 33-49823 and incorporated herein by reference).
 
   
10.6
  Form of grant made under National City Corporation 1991 Restricted Stock Plan in connection with National City Corporation Supplemental Executive Retirement Plan as Amended (filed as Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
 
   
10.7
  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 Registrant’s Form S-4 Registration Statement No. 333-45609 dated February 4, 1998, and incorporated herein by reference).
 
   
10.8
  Split Dollar Insurance Agreement effective January 1, 1994, between National City Corporation and certain key employees (filed as Exhibit 10.11 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
 
   
10.9
  National City Corporation 1997 Stock Option Plan as Amended and Restated effective October 22, 2001 (filed as Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference).

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Exhibit    
Number   Exhibit Description
10.10
  National City Corporation 1997 Restricted Stock Plan as Amended and Restated effective October 31, 2001 (filed as Exhibit 10.18 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference).
 
   
10.11
  National City Corporation Retention Plan for Executive Officers, Amended and Restated effective January 1, 2005. (filed as Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and incorporated herein by reference).
 
   
10.12
  Integra Financial Corporation Management Incentive Plan (filed as Exhibit 4.4 to Registrant’s Post-Effective Amendment No. 1 [on Form S-8] to Form S-4 Registration Statement No. 333-01697, dated April 30, 1996, and incorporated herein by reference).
 
   
10.13
  National City Corporation Management Incentive Plan for Senior Officers, as Amended and Restated effective January 1, 2005.
 
   
10.14
  National City Corporation Supplemental Cash Balance Pension Plan, as Amended and Restated effective January 1, 2005.
 
   
10.15
  The National City Corporation 2001 Stock Option Plan as Amended and Restated effective October 22, 2001 (filed as Exhibit 10.27 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference).
 
   
10.16
  National City Corporation 2002 Restricted Stock Plan (filed as Exhibit A to Registrant’s Proxy Statement dated March 8, 2002, and incorporated herein by reference).
 
   
10.17
  The National City Corporation Long-Term Deferred Share Compensation Plan effective April 22, 2002 (filed as Exhibit 10.33 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference).
 
   
10.18
  The National City Corporation Deferred Compensation Plan, as Amended and Restated effective January 1, 2005.
 
   
10.19
  Form of Agreement Not To Compete with David A. Daberko and William E. MacDonald III (filed as Exhibit 10.35 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference).
 
   
10.20
  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 Registrant’s Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2002, and incorporated herein by reference).
 
   
10.21
  The National City Corporation Executive Savings Plan, as Amended and Restated effective January 1, 2003 (filed as Exhibit 10.32 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference).
 
   
10.22
  The National City Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.33 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference).
 
   
10.23
  Amendment No. 1 to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.35 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference).
 
   
10.24
  Amendment No. 1 to the Split Dollar Insurance Agreement effective January 1, 2003 (filed as Exhibit 10.37 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference).
 
   
10.25
  Credit Agreement dated as of April 12, 2001, by and between National City and the banks named therein (filed as Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and incorporated herein by reference) and the Assumption Agreement dated June 11, 2002 (filed as Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference).
 
   
10.26
  MasterCard International Incorporated limited guaranty between National City Corporation and MasterCard International Incorporated dated April 30, 2003 (filed as Exhibit 10.39 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
 
   
10.27
  The National City Corporation Long-Term Cash and Equity Incentive Plan (filed as Exhibit 10.40 to the Registrant’s Quarterly Report on Form 10-Q for the quarter year ended September 30, 2005, and incorporated herein by reference).
 
   
10.28
  National City Executive Long-Term Disability Plan (filed as Exhibit 10.41 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
 
   
10.29
  Amendment No. 2 to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.42 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference).

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Exhibit    
Number   Exhibit Description
10.30
  Amendment No. 3 to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.1 to the Registrant’s Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 333-61712 dated April 19, 2004, and incorporated herein by reference).
 
   
10.31
  Amendment No. 4 to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.3 to the Registrant’s Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 333-61712 dated April 19, 2004, and incorporated herein by reference).
 
   
10.32
  Provident Financial Group, Inc. Deferred Compensation Plan (filed as Exhibit 10.22 to Provident Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference).
 
   
10.33
  Provident Financial Group, Inc. Outside Directors Deferred Compensation Plan (filed as Exhibit 10.24 to Provident Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference).
 
   
10.34
  Provident Financial Group, Inc. Supplemental Executive Retirement Plan (filed as Exhibit 10.25 to Provident Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference).
 
   
10.35
  The National City Corporation 2004 Deferred Compensation Plan, as Amended and Restated effective January 1, 2005.
 
   
10.36
  Amendment No. 5 to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.61 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
 
   
10.37
  Amendment No. 6 to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001. (filed as Exhibit 10.62 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and incorporated herein by reference).
 
   
10.38
  Appendices AO, AP, AQ, and AR to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.63 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).
 
   
10.39
  Form of Restricted Stock Agreement (filed as Exhibit 10.64 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).
 
   
10.40
  Form of Restricted Stock Agreement used in connection with National City Corporation Management Incentive Plan for Senior Officers (filed as Exhibit 10.65 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference).
 
   
10.41
  Form of Incentive Stock Option Agreement (filed as Exhibit 10.66 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
 
   
10.42
  Form of Non-qualified Stock Option Agreement (filed as Exhibit 10.67 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
 
   
10.43
  Form of contracts with Robert B. Crowl and Jon N. Couture (filed as Exhibit 10.68 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).
 
   
10.44
  Release and Non-competition Agreement between National City Corporation and Jose Armando Ramirez (filed as Exhibit 10.69 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
 
   
10.45
  Appendices AS, AT, AU, AV, and AW to the National City Savings and Investment Plan, as Amended and Restated effective January 1, 2001 (filed as Exhibit 10.70 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and incorporated herein by reference).
 
   
10.46
  Form of Restricted Stock Unit Award Agreement (filed as Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on March 17, 2006, and incorporated herein by reference).
 
   
10.47
  National City Corporation Management Severance Plan, as Amended and Restated effective January 1, 2005.
 
   
10.48
  Form of Amendment to Agreement Not to Compete with David A. Daberko and William E. MacDonald III.
 
   
10.49
  Form of Non-Elective Deferred Compensation Award Statement (filed as Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on May 1, 2006, and incorporated herein by reference).
 
   
10.50
  Form of Non-Elective Deferred Compensation Award Statement (filed as Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed on May 1, 2006, and incorporated herein by reference).
 
   
10.51
  Deferred Compensation Plan for Daniel J. Frate.

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Exhibit    
Number   Exhibit Description
11.0
  Statement re computation of per share earnings incorporated by reference to Note 18 of the Notes to the Consolidated Financial Statements of this report.
 
   
12.1
  Computation of Ratio of Earnings to Fixed Charges.
 
   
14.1
  Code of Ethics (filed as Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed on April 26, 2005, and incorporated herein by reference).
 
   
14.2
  Code of Ethics for Senior Financial Officers (filed as Exhibit 14.2 to Registrant’s Current Report on Form 8-K filed on April 26, 2005, and incorporated herein by reference).
 
   
31.1
  Chief Executive Officer Sarbanes-Oxley Act 302 Certification dated May 9, 2006 for National City Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
 
   
31.2
  Chief Financial Officer Sarbanes-Oxley Act 302 Certification dated May 9, 2006 for National City Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
 
   
32.1
  Chief Executive Officer Sarbanes-Oxley Act 906 Certification dated May 9, 2006 for National City Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
 
   
32.2
  Chief Financial Officer Sarbanes-Oxley Act 906 Certification dated May 9, 2006 for National City Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

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CORPORATE INFORMATION
   
 
   
Corporate Headquarters
  Common Stock Listing
National City Center
  National City Corporation common stock is traded on the
1900 East Ninth Street
  New York Stock Exchange under the symbol NCC . The stock is
Cleveland, Ohio 44114-3484
  abbreviated in financial publications as NtlCity .
216-222-2000
   
NationalCity.com
   
 
   
Transfer Agent and Registrar
  Dividend Reinvestment and Stock Purchase Plan
National City Bank
  National City Corporation offers stockholders a convenient
Corporate Trust Operations
  way to increase their investment through the National City
Department 5352
  Amended and Restated Dividend Reinvestment and Stock
P.O. Box 92301
  Purchase Plan (the Plan). Under the Plan, investors can
Cleveland, Ohio 44193-0900
  elect to acquire National City shares in the open market
Web site: nationalcitystocktransfer.com
  by reinvesting dividends and through optional cash
E-mail: shareholder.inquiries@nationalcity.com
  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 City’s 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.
 
   
Investor Information
  Direct Deposit of Dividends
Jennifer Hammarlund
  The direct deposit program provides for free automatic
Investor Relations
  deposit of quarterly dividends directly to a checking or
Department 2229
  savings account. For information regarding this program,
P.O. Box 5756
  call 800-622-6757.
Cleveland, Ohio 44101-0756
   
800-622-4204
   
E-mail: investor.relations@nationalcity.com
   
 
   
Web Site Access to United States Securities and Exchange Commission Filings
  NAIC
All reports filed electronically by National City Corporation with the United States Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current event reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost on the Corporation’s Web site at nationalcity.com. These filings are also accessible on the SEC’s Web site at www.sec.gov.
  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).
 
   
Corporate Governance
National City’s corporate governance practices are described in the following documents, which are available free of charge on the Corporation’s 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   Moody’s   Standard
Debt Ratings   Rating Service   Ratings   Investors Service   & Poor’s
 
National City Corporation
      A/B        
Commercial Paper
  R-1 (mid)   F1+   P-1   A-1
Senior Debt
  A (high)   AA-   A1   A
Subordinated debt
      A+   A2   A-
Bank Subsidiaries
      A/B        
Short-term certificates of deposit
  R-1 (mid)   F1+   P-1   A-1
Long-term certificates of deposit
  AA (low)   AA   Aa3   A+
Senior bank notes
  AA (low)   AA-   Aa3   A+
Subordinated bank notes
      A+   A1   A
 

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FORM 10-Q — March 31, 2006
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
  NATIONAL CITY CORPORATION
 
(Registrant)
   
 
       
Date: May 9, 2006
       
 
  /s/ DAVID A. DABERKO    
 
 
 
David A. Daberko
   
 
  Chairman and Chief Executive Officer    
 
       
 
  /s/ JEFFREY D. KELLY
 
Jeffrey D. Kelly
   
 
  Vice Chairman and Chief Financial Officer    

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(NATIONAL CITY LOGO)
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3484

83

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.

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(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.

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(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

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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.

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(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

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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.

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(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

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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

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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.

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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).

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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;

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(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.

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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

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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,

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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

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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

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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.

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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

By:

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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%

-20-

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.

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(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.

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(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

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(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.

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(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

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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.

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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.

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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.

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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

10

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

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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;

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(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.

13

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

By:

14

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.

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(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

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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,

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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

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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.

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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.

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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

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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.

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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

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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.

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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.

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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:

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(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.

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(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.

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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

By:

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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

1

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

2

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

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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.

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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.

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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.

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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.

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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.

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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.

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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

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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.

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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

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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.

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(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.

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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.

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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.

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(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.

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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.

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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.

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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


Name:
Title:

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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

1

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

2

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

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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.

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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.

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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.

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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.

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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.

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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.

6

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

7

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.

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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

9

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.

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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.

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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.

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(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.

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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.

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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


Name:
Title:

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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:

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(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

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(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.

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(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.

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(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;

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(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

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(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

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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

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(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

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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.

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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

11

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.

12

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

By:

13

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]                                 ------------------------------------


 

Exhibit 10.51
NATIONAL CITY CORPORATION
DEFERRED COMPENSATION PLAN
FOR
DANIEL J. FRATE
     The National City Corporation Deferred Compensation Plan for Daniel J. Frate, (the “Plan”) is adopted as of the Effective Date, by National City Corporation (the “Corporation”) and is accepted by Daniel J. Frate (“Participant”) by his signature below.
     1. (PURPOSE AND OPERATION) The purpose of the Plan is to provide deferred compensation to the Participant. The Plan shall be administered by the Compensation and Organization Committee of the Board, which shall have the right to review, interpret and alter the Plan in its discretion. The Plan shall serve as a non-qualified plan providing for and governing the treatment of deferred compensation at the election of the Participant or as required by the Plan.
     2. (DEFINITIONS) As used in the Plan and not otherwise defined therein:
  (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 Participant’s 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 Employee’s 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 individual’s last day worked or (ii) the last day an individual receives a salary payment either for services rendered or as salary continuation.
     3. (AWARD) The Corporation, pursuant to its offer of employment, has awarded the Participant an amount equal to One Million Five-Hundred Thousand Dollars ($1,500,000) to be deferred and later distributed as provided in section 5. The Participant shall be 100% vested in the Award, including the accumulated Account value with interest and gains thereon, at all times. Such amount shall be allocated to the Armada Money Market Fund until such time as the Participant designates, in form satisfactory to the Plan Administrator, the Investment Options to which the Participant desires to allocate the Award, pursuant to section 4.
     4. (ACCOUNTS) An unfunded bookkeeping account known as the Account shall be established and maintained by the Corporation in the name of the Participant. As of the Effective Date the amount of the Award shall be credited to the Participant’s Account and shall be allocated to the Investment Option or Options selected by the Participant. The Account shall comprise a number of sub-accounts, known as Sub-Accounts, equal to the number of Investment Options available. The Investment Options are designed to reflect investment options maintained in the Deferred Compensation Plan. Accordingly, each such Investment Option and the Participant’s Account therein shall be adjusted hereunder as of the end of each month to reflect the income, gain or loss of the corresponding Investment Option for such month, calculated in a manner, as determined by the Plan Administrator, similar to the Deferred Compensation Plan.
4.1 (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 the Participant’s deferred compensation Account. If, following a change in the Investment Options, the Participant fails to reallocate his Sub-Accounts among the available Investment Options, the Plan Administrator has the discretion to allocate such amount among one or more of the available Investment Options for the Participant.
  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 Administrator’s acceptance of the Participant’s reallocation election. The Participant’s selection of Investment Options shall be made in increments of one percent (1%) of the Participant’s 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.
4.3 (PAYMENTS DEDUCTED ON A PRO-RATA BASIS ) Lump sums, installments, or any other distributions from the Account shall be deducted from 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. (MANNER OF DISTRIBUTION) The Participant’s accumulated Account, including earnings and gains thereon, shall be distributed according to the procedures set forth herein. The Participant may receive either a Termination Distribution or a Retiree Distribution following his period of employment, each as defined below.
  (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 Participant’s Termination Date occurs. The first distribution shall be made on the Payment Date next following such Evaluation Date. If the Participant’s Account, determined as of the first Evaluation Date following Participant’s 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.
5.1 (PLAN ADMINISTRATOR’S DISCRETION) The Plan Administrator shall have the discretion to distribute the Account of a Participant who is not a Covered Executive in a single distribution following his Termination Date. Such distribution shall be based on the balance of the Participant’s Account as of the

 


 

Evaluation Date immediately following his Termination Date. Such amount shall be paid on the Payment Date next following such Evaluation Date.
5.2 (PAYMENTS UPON DEATH OF PARTICIPANT)
(a) The Participant may designate any person or persons (not exceeding 5), including a trust, as his beneficiary to receive his Account in the event of the Participant’s death. Such designation shall be made by filing the form designated for that purpose by the Plan Administrator. The Participant may change or cancel his 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 5(i) to each of the Participant’s surviving beneficiaries in the portions designated by the Participant in 5.2(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 5.2(a).
     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. The Plan Administrator may establish procedures applicable to satisfy FICA or other required withholding that may arise at the time the Award is allocated to the Participant’s Account. These procedures may call for such withholding to be satisfied either (i) by reducing the Participant’s Award 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 Award is allocated to the Participant’s Account, or (iii) by receiving a check or other payment from the Participant for the amount(s) due.
     7. (ADMINISTRATION) The Plan shall be administered by the Committee or its delegate in accordance with any administrative guidelines and any rules that may be established from time to time by the Committee. The Committee shall have full power and authority to interpret, construe and administer the Plan and its decisions shall be binding and conclusive on all persons for all purposes.

 


 

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 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 Participant’s Plan Account balances into another Employer deferred compensation plan and discontinue the Plan if the Plan Administrator deems such a change desirable.
(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 Participant and his 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 the Participant, beneficiary or Employer.
     8. (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 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 the 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. (EMPLOYMENT) Nothing in the Plan shall interfere with or limit in any way the right of any Employer to terminate the Participant’s employment for any reason and at any time, nor confer upon the Participant any right to continue in the employ of any Employer.
     10. (NATURE OF DEFERRED COMPENSATION) The payment of deferred compensation shall be a general, unsecured obligation of the Corporation to be paid by the Corporation from its own funds, and such payments shall not impose any obligation upon any trust fund for any tax qualified plan, be paid from any such trust fund, or have any effect whatsoever upon the payment of benefits from any such trust fund. The election of deferred compensation under the Plan and any setting aside by the Corporation of amounts with which to discharge its deferred obligations under the Plan in a trust fund, an insurance policy, or otherwise, shall not be deemed to create a right in any person or equitable title to any funds so set aside in a trust, an insurance policy, or otherwise, and any recipient of benefits hereunder shall have no security or other interest in such trust, insurance policy or other funds. Any and all funds so set aside in a trust, an insurance policy or otherwise shall remain subject to the claims of the general creditors of the Corporation, present and future. No Participant or beneficiary shall have any title to or beneficial ownership in any assets which the Corporation may earmark to pay benefits under the Plan. This provision shall not require the Corporation to set aside any funds, but the Corporation may set aside such funds if it chooses to do so. Any amount so set aside for the Plan shall be accounted for separately and apart from any other plan of the Corporation. The Plan is intended to constitute an unfunded plan of deferred compensation described in Section 201(2) of the Employee Retirement Income Security Act of 1974. Notwithstanding any other provision of the Plan, distribution hereunder shall be made only in cash and shall be subject to withholding of applicable taxes.
     11. (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.
     12. (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.
     13. (REQUIREMENTS OF LAW) The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and the Participant and his beneficiaries, heirs, executors, administrators and legal representatives.

 


 

     14. (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.
     15. (AMENDMENT AND 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 discontinue the Plan if such a change is deemed necessary or desirable. However, if the Committee should amend or discontinue the Plan, the Corporation shall remain obligated under the Plan with respect to the accumulated Account value with interest and gains thereon.
     16. (ENTIRE PLAN) This document is a complete statement of the National City Corporation Deferred Compensation Plan for Daniel J. Frate and supersedes all representations, 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.
     Executed this        day of                       , 2004 at Cleveland, Ohio.
       
NATIONAL CITY CORPORATION
 
   
By:
   
 
   
 
  Shelley J. Siefert
Executive Vice President,
Corporate Human Resources
 
   
By:
   
 
   
 
  Daniel J. Frate, Participant

 

 

Exhibit 12.1
NATIONAL CITY CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
                                                         
    Three Months Ended        
    March 31,     Year Ended December 31,  
(Dollars in Thousands)   2006     2005     2005     2004     2003     2002     2001  
 
COMPUTATION EXCLUDING PREFERRED STOCK DIVIDENDS:
                                                       
Income before income tax expense
  $ 662,587     $ 734,369     $ 2,961,163     $ 4,077,940     $ 3,237,466     $ 2,168,801     $ 2,166,501  
Interest on nondeposit interest bearing liabilities
    431,732       281,240       1,431,470       697,204       738,085       762,163       1,198,172  
Portion of rental expense deemed representative of interest
    12,512       20,941       59,190       40,592       37,116       37,544       35,281  
 
Total income for computation excluding interest on deposits
    1,106,831       1,036,550       4,451,823       4,815,736       4,012,667       2,968,508       3,399,954  
Interest on deposits
    537,053       312,702       1,604,601       896,131       891,731       1,148,378       1,777,731  
 
Total income for computation including interest on deposits
  $ 1,643,884     $ 1,349,252     $ 6,056,424     $ 5,711,867     $ 4,904,398     $ 4,116,886     $ 5,177,685  
 
Fixed charges excluding interest on deposits
  $ 444,244     $ 302,181     $ 1,490,660     $ 737,796     $ 775,201     $ 799,707     $ 1,233,453  
 
Fixed charges including interest on deposits
  $ 981,297     $ 614,883     $ 3,095,261     $ 1,633,927     $ 1,666,932     $ 1,948,085     $ 3,011,184  
 
Ratio excluding interest on deposits
    2.49 x     3.43 x     2.99 x     6.53 x     5.18 x     3.71 x     2.76 x
Ratio including interest on deposits
    1.68 x     2.19 x     1.96 x     3.50 x     2.94 x     2.11 x     1.72 x
 
COMPUTATION INCLUDING PREFERRED STOCK DIVIDENDS:
                                                       
Total income for computation excluding interest on deposits
  $ 1,106,831     $ 1,036,550     $ 4,451,823     $ 4,815,736     $ 4,012,667     $ 2,968,508     $ 3,399,954  
 
Total income for computation including interest on deposits
  $ 1,643,884     $ 1,349,252     $ 6,056,424     $ 5,711,867     $ 4,904,398     $ 4,116,886     $ 5,177,685  
 
Fixed charges excluding interest on deposits and preferred stock dividends
  $ 444,244     $ 302,181     $ 1,490,660     $ 737,796     $ 775,201     $ 799,707     $ 1,233,453  
Pretax preferred stock dividends
    600       596       2,412       1,209             32       1,563  
 
Fixed charges including preferred stock dividends, excluding interest on deposits
    444,844       302,777       1,493,072       739,005       775,201       799,739       1,235,016  
Interest on deposits
    537,053       312,702       1,604,601       896,131       891,731       1,148,378       1,777,731  
 
Fixed charges including interest on deposits and preferred stock dividends
  $ 981,897     $ 615,479     $ 3,097,673     $ 1,635,136     $ 1,666,932     $ 1,948,117     $ 3,012,747  
 
Ratio excluding interest on deposits
    2.49 x     3.42 x     2.98 x     6.52 x     5.18 x     3.71 x     2.75 x
Ratio including interest on deposits
    1.67 x     2.19 x     1.96 x     3.49 x     2.94 x     2.11 x     1.72 x
 
                                                       
COMPONENTS OF FIXED CHARGES:
                                                       
Interest:
                                                       
Interest on deposits
  $ 537,053     $ 312,702     $ 1,604,601     $ 896,131     $ 891,731     $ 1,148,378     $ 1,777,731  
Interest on nondeposit interest bearing liabilities
    431,732       281,240       1,431,470       697,204       738,085       762,163       1,198,172  
 
Total interest charges
  $ 968,785     $ 593,942     $ 3,036,071     $ 1,593,335     $ 1,629,816     $ 1,910,541     $ 2,975,903  
 
Rental Expense:
                                                       
Rental expense
  $ 37,916     $ 63,457     $ 179,363     $ 123,005     $ 112,474     $ 113,769     $ 106,911  
Portion of rental expense deemed representative of interest
    12,512       20,941       59,190       40,592       37,116       37,544       35,281  
Preferred Stock Charge:
                                                       
Preferred stock dividends
    415       393       1,616       786             21       1,016  
Pretax preferred dividends
    600       596       2,412       1,209             32       1,563  
 

 

 

Exhibit 31.1
SARBANES-OXLEY ACT SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, David A. Daberko, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National City Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
Date: May 9, 2006    
 
       
By:
  /s/ David A. Daberko
 
David A. Daberko
   
 
  Chairman and Chief Executive Officer    

 

 

Exhibit 31.2
SARBANES-OXLEY ACT SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Jeffrey D. Kelly, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National City Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
Date: May 9, 2006    
 
       
By:
  /s/ Jeffrey D. Kelly
 
Jeffrey D. Kelly
   
 
  Vice Chairman and Chief Financial Officer    

 

 

Exhibit 32.1
SARBANES-OXLEY ACT SECTION 906
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. section 1350, the undersigned officer of National City Corporation (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
Date: May 9, 2006    
 
       
By:
  /s/ David A Daberko
 
David A. Daberko
   
 
  Chairman and Chief Executive Officer    
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Exhibit 32.2
SARBANES-OXLEY ACT SECTION 906
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. section 1350, the undersigned officer of National City Corporation (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
Date: May 9, 2006    
 
       
By:
  /s/ Jeffrey D. Kelly
 
Jeffrey D. Kelly
   
 
  Vice Chairman and Chief Financial Officer    
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.