NATIONAL CITY CORPORATION
LONG-TERM SUPPLEMENTAL INCENTIVE COMPENSATION PLAN
FOR EXECUTIVE OFFICERS
Effective January 1, 2000
ARTICLE 1. ESTABLISHMENT AND PURPOSE OF PLAN
1.1 ESTABLISHMENT OF THE PLAN. The following are the provisions of the
National City Corporation Long-Term Supplemental Incentive Compensation Plan for
Executive Officers (herein referred to as the "Plan"), effective as of January
The Plan shall be effective for all purposes with respect to Plan Years
commencing on or after January 1, 2000, and with respect to all determinations
to be made on or after such date (including but not limited to determinations of
eligibility to participate, amounts of Awards, and entitlement to Awards).
1.2 PURPOSE. The purpose of the Plan is to maximize the returns to
stockholders, to promote the long-term profitability and success of the
Corporation, and to help build loyalty to the Corporation by providing an
incentive to those key executives of the Corporation who are primarily
responsible for such profitability and success.
1.3 OPERATION OF THE PLAN. The Plan shall be administered by the
Compensation and Organization Committee of the Board of Directors of the
Corporation. The Plan shall serve as a non-qualified plan providing for deferred
compensation as provided hereunder.
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) "Account" shall mean an account to be established and maintained
by the Corporation in the name of each Participant, as described
in Article 9.
(b) "Award" shall mean the payment earned by a Participant based on
services rendered during the Performance Period.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "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.
(e) "Corporation" shall mean National City Corporation, a Delaware
(f) "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.
(g) "Early Retirement" shall mean retirement at or after age 55 with
at least ten years of service with the Employers prior to Normal
(h) "Effective Date of a Change in Control" see Article 11.
(i) "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.
(j) "Employee" shall mean an individual employed by an Employer on a
regular active and full-time salaried basis.
(k) "Employer" shall mean the Corporation or any corporation,
organization or entity controlled by the Corporation.
(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
(m) "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 a least 5 years of continuous service
with the Employers.
(n) "Participant" shall mean an Eligible Employee who is approved by
the Committee for participation in the Plan. Such approval shall
be determined with respect to each Award the Committee grants
hereunder and shall be effective on the grant date.
(o) "Performance Period" shall mean a period of time during which a
Participant must render services in order to become vested in his
or her Award as provided under section 2.1 (t) (1). Each
Performance Period and vesting schedule shall be established by
the Committee in connection with the grant of each Award
(p) "Payment Date" means anytime during February of the Plan Year
following the Termination Date.
(q) "Plan" see Section 1.1.
(r) "Plan Year" shall mean the calendar year. The first Plan Year is
(s) "Termination Date" means the later of (i) individual's last day
worked, or (ii) the last day an individual receives a payment from
an Employer either for services rendered or as salary
(t) "Vesting Event" shall mean the earliest to occur of the following
(1) the date an Award vests according to the schedule established
by the Committee.
(2) the Effective Date of a Change in Control,
(3) the date a Participant retires on a Normal Retirement,
(4) the date a Participant incurs a Disability,
(5) the date of a Participant's death.
(6) the date a Participant ceases to be an employee of the
Employers by reason of action initiated by the Employers other
than a termination for cause and where Participant has
executed a release, releasing the Employers from any liability
associated with or arising out of Participant's employment or
termination of employment.
Upon a Vesting Event described in (1) above, the Participant shall
become vested in the portion of the Award called for in the
schedule established by the Committee unless earlier vested by
other Vesting Events. Upon a Vesting Event described in (2), (3),
(4), (5), or (6) above, the Participant shall become 100% vested in
all Awards. Upon a Participant's Early Retirement the Committee
shall have the discretion to vest any portion or all of a
Participant's Award. Notwithstanding the foregoing, a Participant's
Awards, whether vested or not, shall be subject to the forfeiture
provisions of Article 10.
(u) "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 senior officers of the Corporation and its subsidiaries who, by
the nature and scope of their positions,
are materially responsible for the management, growth, and overall success of
the Corporation, as determined by the Committee.
3.2 PARTICIPATION. Participation in the Plan shall be determined by the
Committee with respect to each Award prior to the commencement of the
Performance Period and shall be effective on the grant date established by the
committee. 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 or her of such selection and upon execution
of the award agreement (if any) approved by the Committee.
3.3 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
ARTICLE 4. AWARD DETERMINATION
4.1 AWARD. The amount of incentive compensation that shall be awarded
to a Participant under this Plan shall be expressed as a dollar amount. Such
amount shall be vested based on the vesting schedule as established by the
Committee when granted, if not earlier vested by another Vesting Event.
ARTICLE 5. PAYMENT OF AWARDS
5.1 MANNER OF DISTRIBUTION. The vested portion of a Participant's
accumulated Award shall be distributed either in a single distribution or in
installments over a period of years commencing on the Payment Date. Each
Participant may submit a payment election form, not less than one year prior to
the Payment Date, specifying how the payments shall be paid. Subject to the
discretion of the Committee, the following optional means of distribution shall
be made available:
(a) A single distribution of the vested Account made on the Payment
(b) Five annual installments commencing on the Payment Date. The
remaining four installments shall be made each succeeding February.
Each distribution shall be equal to (i) the Participant's vested
Account, multiplied by (ii) a fraction, the numerator of which is
one and the denominator is the number of installments remaining,
including the current year's payment.
(c) Ten annual installments commencing on the Payment Date. The
remaining nine installments shall be made each succeeding February.
Each distribution shall be equal to (i) the Participants vested
Account multiplied by (ii) a fraction, the numerator of which is
one and the denominator is the number of installments remaining,
including the current year's payment.
5.2 COMMITTEE'S DISCRETION. Notwithstanding section 5.1 above the
Committee shall have the discretion to distribute the vested portion of an Award
during February following the Award's Vesting Event. Such decision shall be made
in the discretion of the Committee, not less than one year prior to the Vesting
Date corresponding to the portion of the Award to be distributed. The
Committee's decision shall be final and binding on all parties.
5.3 FORFEITURE OF NON-VESTED AWARDS. All non-vested Awards in a
Participant's Account shall be forfeited upon the Termination Date and the
Corporation shall have no further obligation to pay the Participant in regard to
such forfeited Awards.
5.4 DISTRIBUTION ON DEATH.
(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 accumulated Award in the event of the
Participant's death. Any such designation shall be made by
filing the form provided 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
(b) If the Participant's death occurs during employment, the
Participant's Account shall be distributed in a lump sum as
provided in 5.1(a) to each of the Participant's surviving
beneficiaries in the portions designated by the Participant.
(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
5.5 PARTICIPANTS RIGHTS; BENEFICIARIES RIGHTS. Except as otherwise
specifically provided, neither a Participant nor any of his or her Beneficiaries
has rights under this Plan. 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 any such fund. No Participant or beneficiary shall
have any title to or beneficial ownership in any assets which the Corporation
may earmark to pay benefits hereunder.
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
6.2 RESTRICTIONS ON ASSIGNMENTS. The interest of a Participant or his
or her 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 Awards in
themselves confer no rights, duties or privileges upon Participants nor place
obligations upon either the Board or the Corporation. Accordingly, the Committee
may, in making such determinations hereunder, deviate from such procedures and
standards in whatever manner that it, in its judgment, deems appropriate.
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.
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 as may be
assigned by the Committee.
No member of the Committee or any assistant shall be liable to
any person for any action taken or omitted in connection with the interpretation
and administration of this Plan unless attributable to his or her own willful
misconduct or lack of good faith.
ARTICLE 8. REQUIREMENTS OF LAW
8.1 LAWS GOVERNING. This Plan shall be construed in accordance with and
governed by the laws of the State of Ohio.
8.2 WITHHOLDING TAXES. The Corporation shall have the right to deduct
from all payments or vested amounts under this Plan any federal, state or local
taxes required by the law to be withheld with respect to such payments.
8.3 PLAN BINDING ON CORPORATION, EMPLOYEES AND THEIR SUCCESSORS. This
Plan shall be binding upon and inure to the benefit of the Corporation, its
successors and assigns and each Participant and his or her beneficiaries, heirs,
executors, administrators and legal representatives.
ARTICLE 9. ACCUMULATION OF AWARDS
9.1 ACCOUNTS. An Account shall be established and maintained by the
Corporation in the name of each Participant who has an Award hereunder. Such
Accounts shall remain a part of the general liabilities of the Corporation and
nothing in this Plan shall be deemed to create a trust or fund of any kind or
any fiduciary relationship.
9.2 CREDITING TO ACCOUNTS. Each Participant's Account shall be credited
with Awards effective as of the grant date, and investment credits as determined
in sections 9.3 below. Each Participant's Account shall be reduced by amounts
distributed, amounts transferred as provided under section 9.3 and non-vested
amounts which were forfeited upon termination.
9.3 INVESTMENT CREDITS. Each Participant's Account shall be credited as
of the last day of each calendar year with an investment credit. The investment
credit for each given calendar
year shall be determined by multiplying the yield on 30 year constant maturity
U.S. Treasury Securities, as published in the Federal Reserve Statistical
Release, for the last active trading day in the calendar year times the average
daily balance in the Participant's Account for that year. In the event the
security or the publication becomes unavailable, the Committee shall have the
discretion to select a comparable reference for the purpose of determining the
9.4 NATURE OF DEFERRED COMPENSATION. The election of deferred
compensation under this Plan and any setting aside by the Corporation of amounts
with which to discharge its deferred obligations hereunder in a trust fund, an
insurance policy, or otherwise, shall not be deemed to create a right in any
person; equitable title to any funds so set aside in a trust, an insurance
policy, or otherwise shall remain in the Corporation, and any recipient of
benefits hereunder shall have no security or other interest in such trust,
policies or 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. 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 this Plan shall be accounted
for separately and apart from any other plan of the Corporation. This 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.
9.5 DISTRIBUTIONS IN CASH. Notwithstanding any other provision of this
Plan, distributions hereunder shall be made only in cash and shall be subject to
withholding of applicable taxes.
9.6 NATURE OF DEFERRED COMPENSATION PLAN. The provisions of the Plan
relating to deferred compensation are fixed and final unless and until amended,
revised or terminated as herein provided.
ARTICLE 10. FORFEITURES
Notwithstanding any provision in this Plan to the contrary excepting
only the provisions of Article 11, in the event the Committee finds
(a) that an Employee or former Employee who has an interest
under this Plan has been discharged by his or her Employer in
the reasonable belief (and such reasonable belief is the
reason or one of the reasons for such discharge) that the
Employee or former Employee did engage in fraud against the
Employer or anyone else, or
(b) that an Employee or former Employee who has an interest
under this Plan has been convicted of a crime as a result of
which it becomes illegal for his Employer to employ him or
then any amounts held under this Plan for the benefit of such Employee or former
Employee or his or her beneficiaries shall be forfeited and no longer payable to
such Employee or former Employee or to any person claiming by or through such
Employee or former Employee.
ARTICLE 11. CHANGE IN CONTROL
11.1 TREATMENT OF AWARDS. Upon the Effective Date of a Change in
Control all accumulated Awards hereunder shall become 100% vested. Amounts to be
paid commencing upon any Payment Date following the Change in Control shall
continue to be payable from time to time under this Plan unless the Committee
acts to distribute amounts during February following the Change in Control.
11.2 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 Voting Stock
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
(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 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;
(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;
(d) If, during any period of two consecutive years,
individuals who at the beginning of any such period constitute the Directors of
the Corporation cease for any reason to constitute at least a majority thereof;
provided, however, that for purposes of this clause (d) each Director who is
first elected, or first nominated for election by the Corporation's
stockholders, by a vote of at least two-thirds of the Directors of the
Corporation (or a committee thereof) then still in office who were Directors of
the Corporation at the beginning of any such period will be deemed to have been
a Director of the Corporation at the beginning of such period.
Notwithstanding the foregoing provisions of paragraph 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 Paragraph
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
majority of the members of the board of directors of the resulting corporation
or person immediately following such transaction, then, prior to the occurrence
of any event that would otherwise constitute a Change in Control under any of
the foregoing provisions of this Subsection 11.2, the Board may determine by
majority vote of the Board that the specific transaction does not constitute a
Change in Control under Paragraph 11.2(a), 11.2(b) or 11.2(c).
11.3 EFFECTIVE DATE OF CHANGE IN CONTROL. The Effective Date of a
Change in Control shall be the earliest to occur of those events specified in
section 11.2. Notwithstanding the foregoing, in the event a Change in Control
ultimately results from uninterrupted 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. 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 are appropriate and equitable under all
circumstances and which are consistent with the spirit and purposes of these
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. However, if the Corporation should amend or discontinue this
Plan, the Corporation shall remain obligated under the Plan with respect to (1)
Awards that have vested prior to the date of such amendment or discontinuance,
(2) Awards and rights of any Participant or beneficiary with respect to whom a
Vesting Event has occurred, and (3) with respect to Awards granted but not yet
vested prior to the date of such amendment or discontinuation.
Executed as of this January 3, 2000 at Cleveland, Ohio.
NATIONAL CITY CORPORATION
By:/s/ Shelley J. Seifert