<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
NATIONAL CITY CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CARLTON E. LANGER, ASSISTANT SECRETARY
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(i)(ii), 14a-6(i)(1), or 14a-6(j)(2).
(Paid on September , 1993)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a(i)(4) and 0-11.
[Table omitted as inapplicable].
------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
<PAGE> 2
[LOGO]
1900 East Ninth Street
Cleveland, Ohio 44114-3484
[LOGO]
Notice of Annual Meeting
and
Proxy Statement
Annual Meeting of Stockholders
to be held on
April 25, 1994
<PAGE> 3
NATIONAL CITY
LOGO
------------------
March 4, 1994
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of National
City Corporation, which will be held at the offices of the Corporation at 1900
East Ninth Street, Cleveland, Ohio, on Monday, April 25, 1994, commencing at
10:00 a.m., Eastern Daylight Time.
The primary business of the meeting will be the election of directors for
the coming year, the approval of amendments to the National City Corporation
Amended and Restated 1991 Restricted Stock Plan and the approval of the
selection of Ernst & Young as independent auditors for 1994.
The formal Notice of meeting and Proxy Statement containing further
information pertinent to the business of the meeting are set forth on the
following pages. Our Annual Report for 1993 was delivered to you previously. We
shall report to you at the meeting on the business and affairs of the
Corporation.
Your vote is important no matter how many shares you own. We hope you will
be able to attend the meeting in person, but, in any event, please sign and date
the enclosed proxy and return it in the accompanying envelope. If you wish to
communicate directly with the Corporation, the mailing address of the executive
offices of the Corporation is: National City Corporation, 1900 East Ninth
Street, Cleveland, Ohio 44114.
Sincerely,
EDWARD B. BRANDON
Chairman and Chief Executive Officer
1
<PAGE> 4
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Stockholders of
NATIONAL CITY CORPORATION
The Annual Meeting of Stockholders of National City Corporation will be
held at the offices of the Corporation, 1900 East Ninth Street, Cleveland, Ohio,
on Monday, April 25, 1994, at 10:00 a.m., Eastern Daylight Time, for the purpose
of considering and voting upon the following matters:
1. The election of directors;
2. The amendment of the National City Corporation Amended and Restated
1991 Restricted Stock Plan.
3. The approval of the selection of independent auditors for 1994; and
4. The transaction of such other business as may properly come before
the meeting.
Stockholders of record at the close of business on February 28, 1994, are
entitled to receive notice of and to vote at the meeting. A list of the
Stockholders will be available at the meeting and for the 10 days preceding the
meeting at the office of the Corporation, 1900 East Ninth Street, Cleveland,
Ohio.
Please mark, date, and sign the enclosed proxy and return it in the
accompanying envelope.
By Order of the Board of Directors
DAVID L. ZOELLER
Secretary
March 4, 1994
3
<PAGE> 5
PROXY STATEMENT
MARCH 4, 1994
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of National City Corporation (the "Corporation") of the
accompanying proxy to be used at the Annual Meeting of Stockholders of the
Corporation and any adjournment thereof and is being sent on approximately the
date of this Proxy Statement to each of the holders of the Corporation's Common
Stock. The Annual Meeting will be held on Monday, April 25, 1994, at the time
and place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Shares represented by properly executed proxies, if
such proxies are received in time and not revoked, will be voted at such meeting
in accordance with any specifications thereon or, if no specifications are made,
will be voted as set forth therein. Any proxy may be revoked by the person
giving it at any time before it is exercised by receipt of a later dated proxy,
or by receipt by the Secretary of the Corporation of a revocation, or by such
person appearing at the meeting and electing to vote in person.
INFORMATION AS TO VOTING SECURITIES
The Board of Directors has fixed the close of business on February 28, 1994,
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the Annual Meeting. On the record date the Corporation
had 156,143,053 shares of Common Stock outstanding, each of which is entitled to
one vote on all matters to be acted upon at the meeting.
THE BOARD OF DIRECTORS
The Board of Directors has responsibility for establishing broad corporate
policies and overall performance of the Corporation. However, it is not involved
in the day to day operating details of the Corporation's business. Members of
the Board are kept informed of the Corporation's business through various
documents and reports provided by the Chairman and other Corporation officers,
and by participating in Board and committee meetings. Each director has access
to all books, records and reports of the Corporation, and members of management
are available at all times to answer their questions.
In 1993, the Board held five meetings. Average attendance by directors at
those meetings was 82%, and except for Messrs. Biggar, Chase, Stitle and Weiss,
all directors attended 75% or more of the meetings of the Board and the Board
Committees they were scheduled to attend. Except for Messrs. Chase and Evans,
all of the persons nominated and elected as directors of the Corporation at the
Corporation's 1993 Annual Meeting of Stockholders attended that Annual Meeting.
The Board of Directors of the Corporation has established several permanent
committees comprising directors who are appointed to those committees annually.
The principal committees are the Audit Committee, the Compensation and
Organization Committee, the Executive Committee, the Nominating Committee and
the Public Policy Committee, each of which is described below. The members of
each of those Committees are identified in the biographical material of the
nominees for election of Directors beginning at page 8.
5
<PAGE> 6
THE AUDIT COMMITTEE. The Audit Committee is required to meet at least
semiannually, and met three times during 1993. The Audit Committee is composed
of directors who are independent of the management of the Corporation and are
free of any relationship that would interfere with their exercise of independent
judgment as committee members. The responsibility for effective auditing of the
Corporation and any subsidiary is carried out by the Audit Committee through the
General Auditor and the independent auditors. The Audit Committee provides
assistance to the Board of Directors in fulfilling its responsibility to the
stockholders, potential stockholders, and investment community relating to
corporate accounting, reporting practices of the Corporation, effectiveness of
its internal control structure and procedures for financial reporting, and
compliance with designated laws and regulations. In so doing, the Audit
Committee maintains free and open communications between the directors, the
independent auditors, the internal auditors, and the management of the
Corporation.
THE COMPENSATION AND ORGANIZATION COMMITTEE. The Compensation and
Organization Committee meets on the call of the Chairman of the Board of
Directors. The Committee met five times during 1993. The Compensation and
Organization Committee considers all matters relating to compensation policy and
compensation of senior officers of the Corporation and its subsidiaries and
makes recommendations to the Board of Directors on matters relating to
succession and organization of senior executive management. Under the terms of
each of the Corporation's Amended and Restated 1973 Stock Option Plan, as
amended, 1984 Stock Option Plan, as amended, the 1989 Stock Option Plan, and the
1993 Stock Option Plan the Compensation and Organization Committee is authorized
to grant stock option rights and stock appreciation rights to officers and
employees of the Corporation and its subsidiaries. The Compensation and
Organization Committee also establishes the objectives for the Long Term
Incentive Compensation Plan and sets the awards granted pursuant to the Short
Term Incentive Plan. The Compensation and Organization Committee also determines
those employees who are eligible to receive awards of restricted stock under the
National City Corporation Amended and Restated 1991 Restricted Stock Plan.
THE EXECUTIVE COMMITTEE. The Executive Committee meets on the call of the
Chairman of the Board of Directors. The Committee met once during 1993. The
Executive Committee is empowered to exercise all powers and perform all duties
of the Board of Directors as permitted by applicable law when the Board is not
in session.
THE NOMINATING COMMITTEE. The Nominating Committee meets on the call of the
Chairman of the Board of Directors, and did not meet during 1993. The Committee
confers, advises and recommends with respect to nominations to fill vacancies on
the Board of Directors. Stockholders may submit the name of a possible nominee
to the Chairman, and he will arrange for that person to be given consideration
by the Committee. Further, Stockholders may make nominations from the floor at
the Annual Meeting of Stockholders.
THE PUBLIC POLICY COMMITTEE. The Public Policy Committee meets on the call of
the Chairman of the Committee, and met twice during 1993. The Public Policy
Committee has responsibility to oversee the various policies and programs of the
Corporation as they relate to its relationships with employees, regulatory
agencies, governments, charitable organizations and the general public.
6
<PAGE> 7
COMPENSATION OF DIRECTORS
Members of the Board of Directors of the Corporation who are not officers of
the Corporation, or any of its subsidiaries, receive a yearly retainer, payable
in quarterly installments, and a fee for each meeting of the Board, and of each
committee thereof, which they attend. The yearly retainer is $20,000*. The fee
for attendance at any Board meeting or any committee meeting is $1,000. Each of
the non-officer Chairpersons of committees of the Board of Directors of the
Corporation receives an additional annual retainer of $2,500 paid in quarterly
installments. Under a plan for the deferred payment of director's fees, a
director may elect to have the payment of fees deferred until later years.
In addition, currently each non-officer incumbent member of the Board on the
date when the National City Corporation Amended and Restated 1991 Restricted
Stock Plan became effective was, and each individual who is first elected or
appointed as a member of the Board thereafter will be, awarded 500 shares of
Corporation Common Stock subject to transfer restrictions. Furthermore, each
year in which an individual is re-elected or re-appointed as a member of the
Board, such individual is to be awarded an additional 100 shares of Corporation
Common Stock the transfer of which also is restricted. (See Item 2, page 14 for
amendments to this plan). The restrictions on such shares of Corporation Common
Stock do not expire until the earlier of the individual director's death,
disability or a date nine months after the date of the award.
STOCKHOLDER ACTION
1. ELECTION OF DIRECTORS
Directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their respective successors are duly elected and have
qualified. It is intended that shares represented by the proxies, unless
contrary instructions are given, will be voted for the election of the nominees
listed below as directors, whose number is equal to the total authorized number
of directors. Although management does not expect that any nominee will be
unavailable for election, in the event that vacancies occur unexpectedly, the
shares will be voted for substitute nominees, if any.
The fifteen nominees for election to the Board of Directors are identified on
pages 8 through 11. All of the nominees except Dr. Bowman are presently
directors of the Corporation. All of the incumbent members of the Board of
Directors were elected at the last Annual Meeting. The following material
contains biographical information concerning each of the nominees, including
their recent employment, positions with the Corporation, other directorships,
age and the number of shares of Corporation Common Stock beneficially owned, all
as of December 31, 1993. Unless otherwise indicated, the nominee has sole voting
and investment power with respect to the Corporation's securities shown to be
owned by him. Options that are exercisable within 60 days of December 31, 1993
are separately noted (See, Beneficial Ownership at page 11.)
- ---------------
* Each individual director who is not an officer of the Corporation or any of
its subsidiaries and is a member of the board of directors of a subsidiary
receives compensation from the subsidiary for his responsibilities at that
subsidiary.
7
<PAGE> 8
NOMINEES FOR ELECTION AS DIRECTORS
SANDRA HARDEN AUSTIN, President, Headquarters Operations,
Healthcare Services Division, Caremark International since
1994. Executive Vice President and Chief Operating Officer of
University of Chicago Hospitals from 1990 to 1993. Senior Vice
President and General Manager, Medical/Surgical Psychiatric
Management Centers, University Hospital of Cleveland from 1988
to 1990. Director of the Corporation since 1990; Chairman of
the Public Policy Committee and Member of the Nominating
Committee. Age 46. Shares of Corporation Common Stock owned:
1,874.
JAMES M. BIGGAR, Chairman of the Board and Chief Executive
Officer of Glencairn Corporation, a development company, since
1991; retired in June, 1991 as Chairman of the Board of Nestle
Enterprises, Inc., a producer of various food and beverage
products in the United States, which office he held since
1983. Director of The Sherwin-Williams Company. Director of
the Corporation since 1988; Member of the Executive Committee
and of the Audit Committee. Age 65. Shares of Corporation
Common Stock owned: 4,950.
CHARLES H. BOWMAN, PH.D., Chief Executive Officer of BP
America Inc., a diversified petroleum and natural resources
company, since 1994. Managing Director of BP Australia Limited
from 1990 to 1994. General Manager - Europe of BP Oil
International from 1988 to 1990. Age 58. Shares of Corporation
Common Stock owned: 0.
EDWARD B. BRANDON, Chairman of the Board and Chief Executive
Officer of the Corporation since 1987. Director of Premier
Industrial Corp., RPM, Inc. and The Standard Products Company.
Director of the Corporation since 1986; Chairman of the
Executive Committee and Chairman of the Nominating Committee.
Age 62. Shares of Corporation Common Stock owned: 143,983;
options exercisable within 60 days: 227,266.
8
<PAGE> 9
JOHN G. BREEN, Chairman of the Board and Chief Executive
Officer of The Sherwin-Williams Company, a manufacturer of
coatings, since 1980. Director of The Sherwin-Williams
Company, The Mead Corporation, Parker-Hannifin Corporation and
Goodyear Tire & Rubber Co. Director of the Corporation since
1979; Chairman of the Compensation and Organization Committee
and Member of the Executive Committee. Age 59. Shares of
Corporation Common Stock owned: 27,200.
DAVID A. DABERKO, President and Chief Operating Officer of the
Corporation since 1993 and Deputy Chairman of the Corporation
from 1987 to 1993. Director of the Student Loan Marketing
Association. Director of the Corporation since 1988. Age 48.
Shares of Preferred Stock owned: 600 depositary shares; shares
of Corporation Common Stock owned: 78,440; options exercisable
within 60 days: 154,310.
RICHARD E. DISBROW, Retired as Chairman and Chief Executive
Officer of American Electric Power Service Corporation and
American Electric Power Company, Inc., a public utility
company, in 1993 having served as Chairman from 1992.
President and Chief Executive Officer of American Electric
Power Service Corporation and American Electric Power Company,
Inc. during 1991. President and Chief Operating Officer of
American Electric Power Service Corporation and American
Electric Power Company from 1985 to 1991. Director of American
Electric Power Service Corporation. Director of the
Corporation since 1990; Member of Audit Committee and the
Public Policy Committee. Age 63. Shares of Corporation
Common Stock owned: 2,100.
DANIEL E. EVANS, Chairman of the Board and Chief Executive
Officer of Bob Evans Farms, Inc., a restaurant and food
products company, since 1971. Director of Bob Evans Farms,
Inc. and The Sherwin-Williams Company. Member of the Public
Policy Committee. Age 57. Shares of Corporation Common Stock
owned: 5,716.
9
<PAGE> 10
OTTO N. FRENZEL III, Chairman of National City Bank, Indiana
since 1992, Chairman and Chief Executive Officer of Merchants
National Corporation from 1979 to 1992. Director of American
United Life Insurance Company, Baldwin & Lyons, Inc., a
financial services corporation, and Indiana Energy, Inc.,
IPALCO Enterprises, Inc., and IWC Resources Corp., each a
public utility holding company. Director of the Corporation
since 1992. Age 63. Shares of Corporation Common Stock owned:
1,077,823; options exercisable within 60 days: 5,500. Mr.
Frenzel shares voting and investment powers as to an
additional 1,683,868 shares of Corporation Common Stock.
JOSEPH H. LEMIEUX, Chairman and Chief Executive Officer of
Owens-Illinois, Inc., a manufacturer of packaging products,
since 1990; President and Chief Operating Officer of
Owens-Illinois, Inc. from 1986 to 1990. Director of
Owens-Illinois, Inc., Health Care and Retirement Corporation,
Libbey Inc., and Consol Limited (Johannesburg Exchange).
Director of the Corporation since 1988; Member of the
Executive Committee and Compensation and Organization
Committee. Age 62. Shares of Corporation Common Stock owned:
2,411.
A. STEVENS MILES, Retired as President of the Corporation and
as Chairman of First Kentucky National Corporation, a wholly
owned subsidiary of the Corporation in 1989, having served as
President of National City Corporation since 1988 and as Chief
Executive Officer of the First Kentucky National Corporation
for 15 years. Director of the Corporation since 1988; Member
of the Nominating Committee. Age 64. Shares of Corporation
Common Stock owned: 120,480.
BURNELL R. ROBERTS, Retired Chairman of the Board of The Mead
Corporation. Chairman of Sweetheart Holdings, Inc.,
manufacturer of disposable products for the food industry.
Director of Armco, Inc., DPL Inc., The Perkin-Elmer
Corporation, Universal Protective Plastics, Inc. Director of
the Corporation since 1983; Member of the Compensation and
Organization Committee and Executive Committee. Age 66. Shares
of Corporation Common Stock owned: 2,750.
10
<PAGE> 11
WILLIAM R. ROBERTSON, Deputy Chairman of the Corporation since
1987. Director of Capitol American Financial Corporation.
Director of the Corporation since 1988. Age 52. Shares of
Corporation Common Stock owned: 101,085; Mr. Robertson shares
voting and investment powers as to an additional 10,000
shares; options exercisable within 60 days: 119,000.
STEPHEN A. STITLE, Vice President, Corporate Affairs of Eli
Lilly and Company, a pharmaceutical company, since 1993. Vice
President of Human Resources of Eli Lilly and Company from
1989 to 1993. Director of Eli Lilly and Company. Director of
the Corporation since 1992. Member of the Compensation and
Organization Committee and Nominating Committee. Age 48.
Shares of Corporation Common Stock owned: 6,128.
MORRY WEISS, Chairman of the Board and Chief Executive Officer
of American Greetings Corporation, a greeting card
manufacturer, since 1992; President and Chief Executive
Officer of American Greetings Corporation from 1987 to 1992.
Director of American Greetings Corporation, Syratech
Corporation and Artistic Greetings Incorporated. Member of the
Audit Committee. Age 53. Shares of Corporation Common Stock
owned: 3,000.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE FOR THE SLATE OF
DIRECTOR NOMINEES.
BENEFICIAL OWNERSHIP
As of December 31, 1993, the Corporation had two classes of equity securities
outstanding, (a) Common Stock, par value $4.00 and (b) 8% Cumulative Convertible
Preferred Stock, without par value.
Beneficial ownership of the Corporation's outstanding equity securities, for
purposes of the ownership disclosures, has been determined in accordance with
Rule 13d-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934 ("Exchange Act"), under which Rule a person is deemed to be the
beneficial owner of securities if he or she has or shares voting power or
11
<PAGE> 12
investment power in respect of such securities or has the right to acquire
beneficial ownership within 60 days. Accordingly, the amounts shown do not
purport to represent beneficial ownership for any purpose other than as set
forth under such Rule. Further, beneficial ownership as determined in this
manner does not necessarily bear on the economic incidence of ownership of the
Corporation's equity securities.
As of December 31, 1993, to the knowledge of the Corporation, no person or
firm, except as noted below, beneficially owned more than 5% of the
Corporation's Common Stock outstanding on that date. As of December 31, 1993, no
individual director, nominee or officer beneficially owned more than 1.7% of the
outstanding Corporation's Common Stock. For purpose of this disclosure, the
amount of outstanding Corporation Common Stock is the aggregate number of shares
of the Corporation's Common Stock actually outstanding on such date plus an
amount equal to the aggregate amount of the Corporation's Common Stock which
could be issued upon the exercise of stock options by such person or firm at
that date. Beneficial ownership of the Corporation's Common Stock includes, as
of such date, those shares which could have been acquired by the exercise of
stock options and, for purposes of this disclosure, those shares held for the
benefit of such officers in the National City Corporation Savings and Investment
Trust.
As of December 31, 1993, the only person known to the Corporation to
beneficially own more than 5% of the outstanding Corporation's Common Stock is
the Corporation, and the amount so owned is 18,259,155 shares of Corporation's
Common Stock which constituted 11.5% of the outstanding Corporation's Common
Stock on that date. These shares are held in various fiduciary capacities
through the Corporation's wholly owned banking subsidiaries, primarily National
City Bank, National City Bank, Columbus, National City Bank, Kentucky, and
National City Bank, Indiana. Of the 15,185,432 shares of the Corporation's
Common Stock as to which the Corporation, through its subsidiaries, has voting
authority, it has sole voting authority as to 14,915,598 of those shares and
shared voting authority as to the remainder, and as to the 15,377,158 shares as
to which the Corporation, through its subsidiaries, has investment authority, it
has sole investment authority as to 9,820,207 of those shares, and shared
investment authority as to the remainder. Included in the aggregate number of
shares held as to which the Corporation has sole voting and investment
authorities are 269,952 shares that are held under the National City
Non-Contributory Retirement Trust.
Under federal securities law, the Corporation's directors, certain officers,
and persons holding more than 10% of any class of the Corporation's equity
securities are required to report, within specified monthly and annual due
dates, their initial ownership in any class of the Corporation's equity
securities and all subsequent acquisitions, dispositions or other transfers of
interest in such securities, if and to the extent reportable events occur which
require reporting by such due dates. The Corporation is required to describe in
this proxy statement whether it has knowledge that any person required to file
such a report may have failed to do so in a timely manner. In this regard, to
the Corporation's knowledge, based solely on the review of copies of reports
furnished to the Corporation by its directors and executive officers pursuant to
Rule 16a-3 promulgated pursuant to the Exchange Act, and on written
representations that no other reports were required during the period ending
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<PAGE> 13
December 31, 1993, all of the Corporation's directors and officers satisfied
such filing requirements in full.
The following table sets forth the beneficial security ownership of (a) each
director and nominee of the Corporation, (b) the chief executive officer and the
four other most highly compensated executive officers of the Corporation and (c)
all directors and Executive Officers of the Corporation as a Group, as of
December 31, 1993 (including shares which such individuals could have acquired
by the exercise of options within 60 days):
<TABLE>
- ---------------------------------------------------------------------------------------------
BENEFICIAL SECURITY OWNERSHIP OF MANAGEMENT
<CAPTION>
AMOUNT OF SHARES PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Sandra Harden Austin 1,874 *
Common Stock James M. Biggar 4,950 *
Common Stock Charles Bowman, Ph.D. 0 *
Common Stock Morton Boyd 74,200 *
Common Stock Edward B. Brandon 371,249 *
Common Stock John G. Breen 27,200 *
Common Stock Rodney F. Chase 1,000 *
Common Stock David A. Daberko 234,180 *
Common Stock Richard E. Disbrow 2,100 *
Common Stock Daniel E. Evans 5,716 *
Common Stock Otto N. Frenzel III 2,767,191 1.7%
Common Stock Joseph H. Lemieux 2,411 *
Common Stock A. Stevens Miles 120,480 *
Common Stock Adolph Posnick 2,074 *
Common Stock Burnell R. Roberts 2,750 *
Common Stock William R. Robertson 230,085 *
Common Stock Stephen A. Stitle 6,128 *
Common Stock Harold B. Todd 49,469 *
Common Stock Morry Weiss 3,000 *
Common Stock Directors and Executive Officers 4,503,327 2.8%
of the Corporation as a Group
- ---------------------------------------------------------------------------------------------
<FN>
* The percent of the Corporation Common Stock beneficially owned is less than
1%.
</TABLE>
13
<PAGE> 14
2. PROPOSAL RESPECTING AMENDING THE NATIONAL CITY CORPORATION 1991 RESTRICTED
STOCK PLAN
INTRODUCTION
At the Annual Meeting an amendment to the National City Corporation Amended
and Restated 1991 Restricted Stock Plan ("Plan") (the "Amendment") will be
presented to stockholders for their approval. The Amendment was adopted by the
Board of Directors at its meeting February 28, 1994 subject to the approval of
the Corporation's stockholders. The Amendment would authorize the Compensation
and Organization Committee of the Board to make awards of restricted stock to
non-employee directors of subsidiaries of the Corporation. In addition, the
Amendment would adjust the number for the July 1993 stock split and authorize
the Committee to adjust the number of shares of restricted stock to be awarded
automatically to Directors of the Corporation for stock splits and other
corporate changes.
Generally, the Plan provides for the granting of shares of Corporation Common
Stock to a recipient and restricting that recipient's rights of transfer of the
shares for a specific period of time. During the period of the restriction,
those shares are subject to forfeiture. See page 28 for a more complete
description of the Restricted Stock Plan. The Plan authorizes the Committee to
make awards of restricted stock in its discretion to employees of the
Corporation and its subsidiaries and also provides for automatic awards of 500
shares to each new Director of the Corporation and 100 shares annually to each
continuing director. The Amendment would enable the Committee to make
discretionary awards to individuals who serve as directors of National City
Corporation's subsidiaries, but who are neither employees of National City
Corporation or its subsidiaries nor directors of National City Corporation.
Presently there are approximately 100 individuals who serve in this capacity.
Many of these individuals are prominent members of the communities in which
banking subsidiaries of the Corporation operate, and their cash compensation for
service on the banks' boards has historically been relatively modest. Although
there are no specific plans to make awards to any of these individuals at this
time, it is anticipated that circumstances will arise from time to time where
such awards will be beneficial to the Corporation.
The Amendment would also adjust the awards to members of the Board of
Directors of National City Corporation upward to reflect the two for one stock
split that was paid in the form of a stock dividend in July of last year. Each
new director would therefore receive 1,000 shares and each continuing director
would receive 200 shares annually. The Amendment would also prevent the award of
restricted stock to the Directors of the Corporation from being diluted in the
future by providing for the number of shares of restricted stock to be awarded
in any future grants to be automatically adjusted for stock dividend, stock
split, combination of shares, recapitalization, or other change in the capital
structure of the Corporation, merger, consolidation, spin-off, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase
securities, or any other corporate transaction or event having an effect similar
to any of the foregoing. The Amendment would also make conforming changes to the
other provisions of the plan including raising the maximum number of shares that
could be awarded to any one participant from 75,000 to 150,000.
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<PAGE> 15
The Amendment would also change the Plan to provide additional flexibility to
the Board of Directors to make other changes to the Plan in the future subject
to the restrictions of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended. The amendments would allow the Board of Directors of National City
Corporation to amend Article 5 of the Restricted Stock Plan, which deals with
grants of restricted stock to the members of the Board of Directors of National
City Corporation, so long as the amendments would not (1) materially increase
the benefits the directors would receive under the plan, (2) materially increase
the number of securities which may be issued to any or all directors or (3)
materially modify the requirements as to eligibility for participation in the
Restricted Stock Plan.
The complete text of the Restricted Stock Plan, as amended, appears as Exhibit
A to this Proxy Statement. Although the amendments to the Plan are summarized
herein, such summaries are in all respects subject to the complete text of the
Restricted Stock Plan set forth in Exhibit A.
PLAN BENEFITS
It is not possible to determine future awards that will be received or
allocated to participants in the plan. Set forth in the table below are the
benefits and amounts that were actually received or allocated under the plan to
the participants during the Corporation's last completed fiscal year ended
December 31, 1993 as adjusted for the July 1993 stock split.
<TABLE>
1993 PLAN BENEFITS
- --------------------------------------------------------------------------------
NATIONAL CITY CORPORATION
AMENDED AND RESTATED 1991 RESTRICTED STOCK PLAN
<CAPTION>
DOLLAR NUMBER OF
NAME AND POSITION VALUE($) UNITS(1)
- --------------------------------------------------------------------------------
<S> <C> <C>
E. B. Brandon $ 385,640 15,500
D. A. Daberko 42,296 1,700
W. R. Robertson 72,152 2,900
M. Boyd 12,440 500
H. B. Todd 22,392 900
Executive Group 716,544 28,800
Non-Executive Director Group 97,760 4,000
Non-Executive Officer Employee Group 1,256,440 50,500
- --------------------------------------------------------------------------------
<FN>
(1) The number of shares of restricted stock award has been adjusted for the 2
for 1 stock split which was paid in the form of a stock dividend in July,
1993.
</TABLE>
APPROVAL BY STOCKHOLDERS
The Amendment requires for its adoption the favorable vote of the holders of
shares representing at least a majority of the total amount of the issued and
outstanding Common Stock, voting as a whole.
15
<PAGE> 16
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE FOR THIS PROPOSAL.
3. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors believes it appropriate to submit approval of the
selection of Ernst & Young, independent auditors, as auditors for the
Corporation for the year 1994 for action by the stockholders. This firm and its
predecessors have served as independent auditors for the Corporation since its
inception in 1972. In the opinion of the Board of Directors, the reputation,
qualifications, and experience of the firm make appropriate its reappointment
for 1994. A representative of the firm is expected to be present at the Annual
Meeting of Stockholders, to make a statement and to respond to appropriate
questions.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE FOR THIS PROPOSAL.
16
<PAGE> 17
EXECUTIVE COMPENSATION
(a) COMPENSATION. The following table sets forth, together with certain other
information, the compensation earned during the fiscal year ended December 31,
1993 by (i) the chief executive officer and (ii) the four other most highly
compensated executive officers of the Corporation and its subsidiaries.
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------ ----------------------------------------
AWARDS PAYOUTS
------------------------- ----------
RESTRICTED SECURITIES ALL
OTHER STOCK UNDERLYING OTHER
NAME AND PRINCIPAL BONUS ANNUAL AWARD(S) OPTIONS/ LTIP COMP
POSITION YEAR SALARY($) ($)(1) COMP($) ($)(2) SARS(#)(3) PAYOUTS($) ($)(4)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E. B. Brandon 1993 $630,000 $418,560 $0 $ 385,640 80,000 $ 0 $38,161
Chairman of the Board 1992 $601,667 $392,494 $0 $ 17,600 42,000 $202,455 $37,012
and Chief Executive Officer 1991 $580,833 $174,038 $0 $1,117,350 50,000 $160,317 $30,877
D. A. Daberko 1993 $399,583 $259,616 $0 $ 42,296 36,000 $ 0 $24,880
President and Chief 1992 $383,333 $227,535 $0 $ 8,800 26,000 $103,888 $24,369
Operating Officer 1991 $372,500 $103,125 $0 $ 99,702 30,000 $ 84,360 $20,115
W. R. Robertson 1993 $399,583 $231,868 $0 $ 72,152 36,000 $ 0 $24,880
Deputy Chairman 1992 $383,333 $221,375 $0 $ 13,200 26,000 $103,888 $24,369
1991 $372,500 $120,000 $0 $ 175,338 $ 84,360 $20,115
M. Boyd 1993 $268,067 $145,420 $0 $ 12,440 18,000 $ 0 $17,263
Executive Vice President 1992 $256,733 $140,828 $0 $ 6,600 16,400 $ 54,603 $17,051
1991 $248,400 $ 78,245 $0 $ 12,033 14,000 $ 46,809 $14,437
H. B. Todd 1993 $237,667 $138,280 $0 $ 22,392 14,000 $ 0 $15,533
Executive Vice President 1992 $224,367 $132,210 $0 $ 6,600 12,000 $ 44,645 $14,149
1991 $213,667 $ 83,237 $0 $ 25,785 13,000 $ 35,885 11,715
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Short-term plan award includes both cash and deferred awards. The objectives
used in determining awards and their relative weights under Short Term Plan
are set forth on page 27. Based on the objectives and their weights, the
payout for 1993 was 80% of the target. Included in the bonus amounts are a
one time Special Management Bonus for 1993 recommended by the Compensation
and Organization Committee and approved by the Board of Directors (See page
23).
(2) These grants of restricted stock were offsets to the Supplemental Executive
Retirement Plan, see page 29. E. B. Brandon has, in the aggregate, 81,300
shares of Restricted Stock having a total value as of 12/31/93 of
$1,991,850. D. A. Daberko has, in the aggregate, 7,900 shares of Restricted
Stock having a total value as of 12/31/93 of $193,550. W. R. Robertson has,
in the aggregate, 13,700 shares of Restricted Stock having a total value as
of 12/31/93 of $335,650. H. M. Boyd has, in the aggregate, 1,500 shares of
Restricted Stock having a total value as of 12/31/93 of $36,750. H. B. Todd
has in the aggregate 2,700 shares of Restricted Stock having a total value
as of 12/31/93 of $66,150. The named executive officers receive dividends on
their Restricted Stock at the same rate and frequency as all stockholders.
(3) The number of securities underlying the options awarded has been adjusted
for the 2 for 1 stock split which was paid in the form of a stock dividend
in July, 1993.
(4) All other compensation includes Executive Savings Plan (see page 25) and
Savings and Investment Plan (see page 25) match, but does not include
retirement accruals as these are not calculable. For the year 1993 each of
the named executive officers received the maximum allowable contribution of
$8,994 under the Savings and Investment Plan. The named executive officers
accrued the following benefits under the Executive Savings Plan during the
year 1992: E. B. Brandon, $29,167; D. A. Daberko, $15,886; W. R. Robertson,
$15,886; M. Boyd, $8,269; and H. B. Todd, $6,539.
- --------------------------------------------------------------------------------
</TABLE>
17
<PAGE> 18
(b) OPTIONS. The following table provides information on option grants in
fiscal year 1993 to the named executive officers.
<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM(1)(5)
-------------------------------------------------------------------- -------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#)(2) FISCAL YEAR(3) ($/SH)(4) DATE 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
E. B. Brandon........ 80,000 5.0 % $24.88 06/23/03 $ 1,251,500 $ 3,171,547
D. A. Daberko........ 36,000 2.3 % $24.88 06/23/03 $ 563,175 $ 1,427,196
W. R. Robertson...... 36,000 2.3 % $24.88 06/23/03 $ 563,175 $ 1,427,196
M. Boyd.............. 18,000 1.1 % $24.88 06/23/03 $ 281,588 $ 713,598
H. B. Todd........... 14,000 0.9 % $24.88 06/23/03 $ 219,013 $ 555,021
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates dictated by the Securities and Exchange Commission when the
"Potential Realizable Value" alternative is used and are not intended to be
a forecast of the Corporation's stock price.
(2) One half of each option grant becomes exercisable one year after the date of
the grant and the remainder becomes exercisable on the second anniversary of
the grant. For incentive stock options a further restriction is placed on
the exercise of options such that the maximum number of shares of the
Corporation's Common Stock which become initially available for purchase
under all post-1986 incentive stock option grants from the Corporation in
any calendar year shall be limited to that number of shares the aggregate
exercise price of which does not exceed $100,000. These numbers have been
adjusted for the 2-for-1 stock split which was paid in the form of a 100%
stock dividend in July, 1993.
(3) The Corporation granted options representing 1,582,600 shares to employees
during 1993.
(4) The exercise price has been adjusted for the 2-for-1 stock split which was
paid in the form of a 100% stock dividend in July, 1993.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM
---------------------------------
5% 10%
<S> <C> <C>
(5) Value created for all Stockholders $2,483,909,149 $6,294,713,470
Gain of named executive officers as a percentage of value created for all 0.12% 0.12%
Stockholders
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE> 19
The following table sets forth the stock options exercised by each of the
named executive officers during the calendar year 1993 and the December 31, 1993
value of all unexercised options held by the named executive officers.
<TABLE>
- --------------------------------------------------------------------------------------
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END(#) AT 12/31/93(1)
SHARES ------------- ---------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------
E. B. Brandon........ 0 $ 0 221,644 $ 1,426,859
106,622 $ 90,449
D. A. Daberko........ 9,490 $ 96,731 148,688 $ 991,374
54,622 $ 70,448
W. R. Robertson...... 20,000 $166,210 113,378 $ 721,201
54,622 $ 70,448
M. Boyd.............. 5,760 $ 56,362 73,068 $ 501,430
27,332 $ 23,330
H. B. Todd........... 27,000 $247,033 30,868 $ 194,640
21,132 $ 17,830
- --------------------------------------------------------------------------------------
<FN>
(1) The ultimate realization of profit on the sale of such options of the
Corporation's Common Stock is dependent upon the market price of such stock
at the time of the sale. The fiscal year ended December 31, 1993. The
Corporation's Common Stock had a closing price on that day on the New York
Stock Exchange of $24.50. The numbers shown reflect the value of unexercised
options accumulated over a ten-year period based on the 1993 year-end
closing price.
- --------------------------------------------------------------------------------------
</TABLE>
19
<PAGE> 20
The following table provides information on the awards of long term incentive
plan participation during the year 1993.
<TABLE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK
NUMBER OF OR OTHER PRICE-BASED PLANS(3)
SHARES, UNITS PERIOD UNTIL -----------------------------------
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#)(1) PAYOUT(2) ($) ($) ($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
E. B. Brandon N/A December 31, 1996 $ 0 $350,000 $700,000
D. A. Daberko N/A December 31, 1996 0 180,000 360,000
W. R. Robertson N/A December 31, 1996 0 169,200 338,400
M. Boyd N/A December 31, 1996 0 84,000 168,000
H. B. Todd N/A December 31, 1996 0 76,500 153,000
- ---------------------------------------------------------------------------------------------------------
<FN>
(1) The National City Long Term Incentive Plan for Senior Officers grants cash
awards based on a percentage of the individual's base pay. No shares or
other rights are granted. (See page 26)
(2) The LTIP is based on a three year cycle starting 1/1/94 and ending 12/31/96.
Messrs. Brandon, Daberko, Robertson, Boyd and Todd were each awarded the
opportunity to participate in the next three year cycle. Payouts occur only
at the end of the cycle. (See page 26)
(3) The payout is based on the Corporation's total return to its stockholders
over a three year period as compared to the total return to stockholders of
a peer group of high performing banking companies. Payouts are made on a
basis of a percentage of the average base pay for the three year period for
each participant. (See page 26)
- --------------------------------------------------------------------------------
</TABLE>
REPORT OF COMPENSATION AND ORGANIZATION COMMITTEE
The Corporation believes that its stockholders should be provided information
about executive compensation that is easily understood and consistent with the
Securities and Exchange Commission's proxy rules on executive compensation.
The information provided is intended to enable stockholders to fully
understand the cash, performance based and equity based compensation programs
for executives. The Corporation welcomes stockholder comments or suggestions on
whether the disclosure objectives have been met. Please send any comments to the
Corporate Secretary, National City Corporation, 1900 East Ninth Street,
Cleveland, Ohio 44114.
COMPENSATION PHILOSOPHY
The Corporation is committed to the development of its employees and to
providing compensation commensurate with each individual's responsibilities and
performance. The Corporation seeks to promote teamwork and a commonality of
objectives. At the same time, it recognizes the diverse needs
20
<PAGE> 21
of its employees and seeks opportunities to support this diversity.
Specifically, to achieve these objectives, the Corporation maintains a
compensation program that is competitive with its peer group and the local
markets. The Corporation provides a fully competitive benefit program that
offers employees the opportunity to plan for financial security both long and
short term. The Corporation shares this responsibility with its employees and as
a result believes in offering alternatives to the full spectrum of its work
force.
EXECUTIVE COMPENSATION PRINCIPLES
The cornerstone of the executive compensation programs of the Corporation is
based on the following guiding principles.
The program:
Focuses on total compensation in determining overall and individual
competitiveness.
Provides rewards for long term strategic management and promotes a
concept of equity ownership as a reinforcement of corporate success and
attention to stockholder values.
Places significant pay at risk based on the attainment of both corporate
and individual performance goals.
Attracts and retains key executives critical to the long-term success of
the Corporation.
The Corporation believes that it is in the best interest of shareholders to
retain as much flexibility as possible, now and in the future, with respect to
the design and payment of compensation to its executive officers. The
Corporation does, however, recognize the constraints imposed on this flexibility
by Section 162(m) of the Internal Revenue Code which disallows a tax deduction
for compensation it pays in excess of $1,000,000 to key executives. The
Corporation's compensation plans are currently structured in such a manner that
it is unlikely the cash compensation paid to any executive officer in any year
will exceed this $1,000,000 cap.
PEER GROUP AND INDIVIDUAL PERFORMANCE COMPARISONS
In addition to the importance of attaining corporate goals, the Corporation
also recognizes that its incentive plans must be designed to perform in a highly
competitive business environment. As a result, in addition to the individual's
specific goals, both short term and long term incentive awards are based upon
the Corporation's performance as compared to the performance of a peer group of
companies in the financial industry. The peer group companies are all included
in the KBW 50 index used in the performance chart on page 24 and, as a group,
have outperformed the KBW 50. The Corporation believes it is important that the
peer group it compares itself to consists of the better performing banking
companies. While incentive compensation is compared with peer group banks, base
pay is a function of individual performance during the previous year. Total
compensation levels for senior executives can only be attained if both the
corporate and individual goals exceed predetermined threshold levels.
21
<PAGE> 22
The Corporation believes that executive compensation should be dependent on
the attainment of aggressive business goals, the integration and implementation
of annual and strategic planning, and establishing appropriate peer group
comparative measures to regularly assess the Corporation's results against
industry performance levels. Consequently, above average executive compensation
levels can only be attained by meeting corporate and individual goals and an
above average ranking against the peer group. Short Term Incentive Compensation
is based on the Corporation's performance against peer group banks on return on
equity, return on assets, overhead ratio and percentage increase in earnings per
share. The Long Term Plan compares total stockholder returns for each 3 year
cycle against a peer group of banks.
REVIEW OF COMPANY PERFORMANCE
The Corporation's 1993 net income was a record $404 million, compared with
$347 million in 1992. Earnings per share increased 15 percent to $2.41, also a
record. Continued improvements in credit quality, good net interest margins,
growth in fee income and tight control of operating expenses all contributed to
the higher earnings.
Return on average assets, a key performance statistic for the banking
industry, rose to 1.40 percent, up from 1.21 percent the preceding year. Return
on average common equity rose to 16.12 percent, up from 15.31 percent in 1992.
These returns were among the best in the banking industry. The return on equity
is of particular significance, given that the Corporation has one of the
strongest equity capital positions in the industry.
In recognition of the strong earnings and capital position, the dividend on
the common stock was increased twice during 1993, and again in January 1994. In
addition, a two-for-one stock split was effected in 1993 and two common stock
purchase programs were authorized. The ongoing acquisition of shares is tangible
evidence of the Corporation's commitment to stockholder value.
THE COMPENSATION AND ORGANIZATION COMMITTEE'S REVIEW OF CEO COMPENSATION
The Corporation's executive compensation program is based on corporate and
individual performance and places a significant portion of an executive's
compensation at risk if these goals are not attained. In addition, the program
rewards long term strategic management by using compensation vehicles which
promote equity ownership and emphasize attention to stockholder value.
The Corporation's financial performance over the last 3 years has produced
fluctuations in Mr. Brandon's total compensation. In 1991 his total cash
compensation was 20% lower than his 1990 cash compensation. In 1992, his cash
compensation was approximately 31% higher than 1991. This year his total cash
compensation is nearly 12% lower than 1992. The lower level of his 1993 total
compensation can be attributed specifically to no award being paid from the NCC
Long-Term Incentive Plan which covered the three year period 1991-1993. It
should be noted that even though the Corporation's relative performance against
its peer group produced no award under the Long-Term
22
<PAGE> 23
Plan for the three year period 1991-1993, the Corporation outperformed the KBW
50 index and provided stockholders a total return of 86.9% over this same time
period.
Long-Term Incentive Plan awards are based solely on total stockholder return
as compared to the total stockholder return of a selected peer group of
financial institutions. The plan measurement period covered the three year
period of 1991-1993. Based on NCC's relative performance during this time
period, no award was paid.
Short-Term Incentive Plan awards for executive officers are performance based
and are determined based on NCC's relative performance against a peer group of
financial institutions. The award is based on a combination of corporate and
individual performance. The components on which Mr. Brandon's award is based on
are 90% corporate and 10% individual. The 1993 corporate award for Mr. Brandon
was $251,460. The Committee reviewed Mr. Brandon's pre-established individual
performance goals and recommended an award of $42,100 which the Board of
Directors subsequently approved.
The Committee approved a discretionary Special Management Bonus. The awards
were paid to selected key members of the NCC management group for their
outstanding individual contributions and achievements in 1993. These
accomplishments included the successful early completion of the Vision cost
redesign program which produced greater than expected financial gains for the
Corporation, the extraordinary efforts to integrate on a timely basis the newly
acquired banking franchises and the completion of numerous operations and
systems conversions cost effectively and ahead of schedule. These
accomplishments enhanced return to stockholders in 1993 and laid the foundation
for the future. The Committee reviewed all of the pertinent factors related to
Mr. Brandon's achievements during this time period and recommended an award of
$125,000 which the Board of Directors subsequently approved.
Stock options are another key element of total compensation. Equity based
compensation produces a long-term link between the results achieved for
stockholders and the rewards provided to key executive officers. Each year, the
Committee reviews competitive peer group data to determine the level of
equity-based awards to be granted to key executives. Based on his individual
performance and contributions to the Corporation's performance, Mr. Brandon
received options to purchase 80,000 shares of Common Stock with an exercise
price of $24.88 per share.
While comparisons are made with the CEO salaries of other financial
institutions in our Peer Group, the decision on salary is based on performance
in the prior year.
COMPENSATION AND ORGANIZATION COMMITTEE
John G. Breen, Chairman
Joseph H. Lemieux
Burnell R. Roberts
Stephen A. Stitle
23
<PAGE> 24
STOCKHOLDER RETURN PERFORMANCE
Set forth below is a line graph comparing the five year cumulative total
return of the Corporation's common stock, assuming reinvestment of dividends,
with that of the S&P 500 and the KBW 50 Total Return Index ("KBW 50"). The KBW
50 is a market-capitalization-weighted bank stock index developed and published
by Keefe, Bruyette & Woods, Inc., a nationally recognized brokerage and
investment banking firm specializing in bank stocks. The index is made up of 50
of the nation's most important banking companies and is meant to be
representative of the performance of the nation's large banks.
TOTAL RETURN 12/88-12/93
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) NCC S&P 500 KBW 50
<S> <C> <C> <C>
1988 100 100 100
1989 124.7 131.5 118.9
1990 105.7 127.2 85.4
1991 132.9 165.8 135.2
1992 184.8 178.4 172.2
1993 191.5 196.3 181.8
</TABLE>
24
<PAGE> 25
DESCRIPTION OF CORPORATION'S BENEFIT PLANS
SAVINGS PLAN. The National City Savings and Investment Plan (the "Savings
Plan") is a qualified salary reduction profit-sharing plan within the meaning of
Section 401(k) of the Code. Under the Savings Plan as amended, all eligible
employees (generally, an eligible employee is one who has completed one year of
continuous service, is 21 years of age or older and has completed 1,000 hours of
service) of the Corporation and its adopting subsidiaries may participate in the
Savings Plan by directing their employers to make Salary Reduction Contributions
(as defined in the Savings Plan) to the Savings Plan Trust (the "Trust") for
their accounts and to reduce their compensation by an equal amount.
Contributions may be directed in any whole percentage between 1% and 10% of the
employee's base compensation. The employers also make contributions to the Trust
("Employer Matching Contributions") in an amount equal to the Employer Matching
Contribution Percentage then in effect (the Employer Matching Contribution
Percentage is currently an amount equal to 100% of the first 3% of the
employee's pay contributed as a Salary Reduction Contribution, plus 50% of the
next 4% of the employee's pay similarly contributed as a Salary Reduction
Contribution, with no further Employer Matching Contribution for any additional
pay contributed as a Salary Reduction Contribution). Amounts contributed
pursuant to the Savings Plan may be invested in certain investment choices.
Salary Reduction Contributions and Employer Matching Contributions are fully
vested at all times.
The Savings Plan has a profit-sharing feature based upon the Corporation's
profitability, as measured by the percentage return on common equity ("ROE")
from year to year. The profit-sharing contribution is in addition to the regular
Employer Matching Contributions described above. The additional amount of this
profit-sharing contribution in any year depends on the Corporation's ROE for
that year and ranges, in five cent increments from no additional contribution if
a minimum ROE of 12% is not attained to a maximum of 50 cents for each $1.00 of
an individual's Salary Reduction Contributions for the year if the Corporation's
ROE is equal to or greater than 18.5%. In 1993, the Corporation's ROE was 16.12%
which resulted in the Corporation contributing 25 cents for each $1.00 of an
individual's Salary Reduction Contribution as a profit-sharing contribution for
the year 1993.
EXECUTIVE PLAN. Effective January 1, 1989, the Corporation adopted the
National City Executive Savings Plan (the "Executive Plan"), in the form of a
non-qualified salary reduction profit-sharing plan, similar to the Savings Plan.
The Executive Plan is to supplement the Savings Plan with respect to employee
Salary Reduction Contributions and the attendant Employer Matching Contributions
which by reason of an individual's annual compensation would not be otherwise
allowed because of the annual maximum limit of the Internal Revenue Code or
because of the application, under the Internal Revenue Code, of actual deferral
percentage testing against prohibited excessive deferrals by highly compensated
employees. The Executive Plan is substantially similar to the Savings Plan as to
amounts of employee Salary Reduction Contributions and Employer Matching
Contributions.
Participants in the Executive Plan are limited to those key officers of the
Corporation or its subsidiaries who may be designated from time to time by the
Compensation and Organization Committee of the Board of Directors. The benefits
of the Executive Plan are without regard to any
25
<PAGE> 26
limitation imposed by the Internal Revenue Code, or any other applicable law
limiting the amount payable under a qualified plan (such as the Savings Plan),
and represent unfunded general obligations of the Corporation. Portions of such
benefits are subject to certain provisions for forfeiture as set forth in the
Executive Plan.
Directors of the Corporation or its subsidiaries who are not also employees of
the Corporation or its subsidiaries are not eligible to participate in the
Savings Plan or the Executive Plan.
LONG TERM COMPENSATION PLAN. The National City Long Term Incentive
Compensation Plan for Senior Officers (the "Long Term Plan") focuses upon
providing superior returns to the stockholders of the Corporation and measures
the Corporation's total return to its stockholders against the total returns to
stockholders of a peer group of high performing banking companies to their
stockholders. The measurement of total return includes dividends paid plus
changes in the market value of the Corporation's Common Stock. The measurement
over a three-year period is intended to focus on the long term performance of
the Corporation linking senior management's compensation to the total returns
experienced by the stockholders during the period.
Each year begins a new three-year cycle. The awards can range up to 100% of an
individual participant's average annual base salary during the cycle for the
Chief Executive Officer of the Corporation, and up to a lesser percentage for
other senior executive officers selected to participate under the Long Term
Plan. The amount of the award earned is dependent upon the total stockholder
return during the cycle in comparison with the total stockholder return of the
peer group. The peer group is established prior to the beginning of the cycle by
the Compensation and Organization Committee. The banking companies in the peer
group are all included in the KBW 50 index used in the performance chart on page
24 and, as a group, have outperformed the KBW 50. The Corporation believes it is
important that the peer group it compares itself to consists of the better
performing banking companies. No awards under the Long Term Plan were paid prior
to the end of the first cycle, December 31, 1990.
Amounts awarded under the Long Term Plan may be in cash, in unfunded future
benefits or a combination thereof. Any amounts payable under the Long Term Plan
are required to be awarded as unfunded future benefits to the extent that such
amount otherwise payable under the Long Term Plan, when added to any other
compensation received by a participant, would not be deductible by the
Corporation by reason of Section 162(m) of the Internal Revenue Code. With the
exception of a cash award, awards are not funded, but simply remain contractual
liabilities of the Corporation and are subject to payment upon the recipient's
termination of employment with the Corporation or its subsidiaries. Generally,
these unfunded benefits, together with earnings thereon, are payable to the
former officer, his beneficiary or his estate on an installment basis over 10
years. Unfunded future benefits awards are considered as invested in the funds
described in the Savings Plan or as directed by the recipient from time to time
in the equivalent of a savings account and are subject to the gains or losses on
those investments.
In the event of a change in the control of the Corporation, the Long Term Plan
provides that all the performance cycles shall terminate. In adopting this plan,
it was felt this termination was appropriate in that those individuals
previously charged with providing superior total returns to the stockholders
26
<PAGE> 27
of the Corporation would no longer be in the same position to guide the affairs
of the Corporation as they were prior to the event constituting a change of
control and, furthermore, following such a change of control no further
performance comparisons could be made. The Long Term Plan defines a change of
control to be the acquisition by any person or group of persons of the
beneficial ownership of a majority of the voting stock of the Corporation or a
merger of the Corporation into another company where the Corporation is not the
surviving entity. The Long Term Plan provides that if such change of control
occurs, then each of the three-year performance cycles then existing shall
terminate as of the date of change of control, the Corporation's stockholder
total return during each of the abbreviated performance cycles shall be deemed
to have reached that level at which the participant in the Long Term Plan would
be entitled to be awarded his or her maximum award, and the award for each cycle
shall be apportioned based upon the number of full months from the beginning of
the performance cycle to the premature cycle termination date divided by 36.
Directors of the Corporation or its subsidiaries who are not also employees of
the Corporation or its subsidiaries are not eligible to participate in the Long
Term Plan.
SHORT TERM COMPENSATION PLAN. The National City Short Term Incentive Plan for
Senior Officers, as amended (the "Short Term Plan") focuses on the short term or
annual operating results achieved by both the Corporation and the individual
participant. Under this plan, awards can be granted to any senior officer of the
Corporation, or to other officers of the Corporation or its subsidiaries as may
be designated from time to time by the Compensation and Organization Committee.
Each participant in the Short Term Plan is evaluated annually with respect to
performance on approved objectives. The Corporation's financial performance is
measured in comparison with the financial performance of other high performing
banking companies, weighted as follows: return on equity (33%), return on assets
(17%), overhead ratio (17%) and percentage change in earnings per share (33%).
The high performing banks in the peer group are all included in the KBW 50 index
used in the performance chart on page 24 and, as a group, have outperformed the
KBW 50. The Corporation believes it important that the peer group it compares
itself to consists of the better performing banks. Awards are based on a
combination of individual and corporate results and can range from 0% to 85% of
the recipient's base salary in effect at the close of the year for which the
evaluation is made. Awards under this plan are paid or credited no later than
the end of first quarter of the following year.
Amounts awarded under the Short Term Plan may be in cash, in unfunded future
benefits or a combination thereof. Any amounts payable under the Short Term Plan
are required to be awarded as unfunded future benefits to the extent that such
amounts otherwise payable under the Short Term Plan, when added to any other
compensation received by a participant, would not be deductible by the
Corporation by reason of Section 162(m) of the Internal Revenue Code. With the
exception of a cash award, awards are not funded, but simply remain contractual
liabilities of the Corporation and are subject to payment upon the recipient's
termination of employment with the Corporation and its subsidiaries. Generally,
these unfunded benefits, together with earnings thereon, are payable to the
former officer or his beneficiary or his estate on an installment basis over 10
years. Unfunded future benefits awards are considered as invested as directed by
the recipient from time to time, in funds described in the Savings Plan or in
the equivalent of a savings account and are subject to the gains or losses on
those investments.
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<PAGE> 28
Directors of the Corporation or its subsidiaries who are not also employees of
the Corporation or its subsidiaries are not eligible to receive benefits under
the Short Term Plan.
STOCK OPTION PLANS. The Corporation has in effect the Amended and Restated
1973 Stock Option Plan, as amended, the 1984 Stock Option Plan, as amended, the
1989 Stock Option Plan and the 1993 Stock Option Plan. No options have been
granted since July, 1987 under the 1973 Plan and no further options will be
granted under the 1973 Plan. Each of the four stock option plans (hereinafter
referred to jointly as the "Stock Option Plans") have substantially similar
provisions and generally provide for the granting of options to purchase shares
of the Corporation's Common Stock, the options being either non-qualified
options or options which are intended to qualify as "Incentive Stock Options"
under Section 422 of the Internal Revenue Code. The Stock Option Plans also
provide for the granting of Appreciation Rights, but only in tandem with stock
options previously granted or contemporaneously being granted. Under the Stock
Option Plans, no options may be granted at less than 100% of the market value of
the Corporation Common on the date of the grant of the option. Stock option
awards are based on current individual performance. Previous awards are not
considered except for assuring the plan maximums are not exceeded.
Directors of the Corporation or its subsidiaries who are not also employees of
the Corporation or its subsidiaries are not eligible to receive options under
the Stock Option Plans.
RESTRICTED STOCK PLAN. The Corporation has in effect the National City
Corporation Amended and Restated 1991 Restricted Stock Plan (the "Restricted
Stock Plan"). The Restricted Stock Plan is proposed to be amended. See item 2.
The following describes the Plan as currently in effect. The purpose of the
Restricted Stock Plan is to provide alternative means of compensation and to
promote the long term profitability and success of the Corporation by providing
equity interests and equity based incentives in the Corporation to key employees
and members of the Board of Directors of the Corporation.
The Restricted Stock Plan is administered by the Compensation and Organization
Committee of the Board of Directors of the Corporation.
Restricted Stock is granted to Executive Officers only as a method of
offsetting the liability of a portion of their Supplemental Retirement Benefits
with the restrictions being lifted at retirement. Grants are based on the
present value of accrued supplemental benefits.
Other employees, who do not receive stock option grants and who have been
identified by their managers as high potential employees have been awarded
restricted stock grants. The restrictions on grants to high potential employees
lapse on the fourth anniversary of the grant.
Generally, the Restricted Stock Plan provides for the granting of shares of
the Corporation Common Stock ("Restricted Stock") to a recipient and restricting
that recipient's rights to transfer the shares for a specific period of time.
During that restricted period, those shares are subject to substantial risk of
forfeiture. To the extent the recipient forfeits his interest in the Restricted
Stock, he or she will have no rights in the Restricted Stock forfeited.
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<PAGE> 29
The total amount of Restricted Stock which may be awarded under the Restricted
Stock Plan is 1,000,000 shares of which no more than 75,000 shares may be
awarded in the aggregate to any one individual. Under the Restricted Stock Plan,
awards of Restricted Stock may be made to any regular employee of the
Corporation (including employees who are members of the Board of Directors) or
any of its subsidiaries ("Employee Awards") and to the directors of the
Corporation who are not employees of the Corporation or its subsidiaries
("Director Awards").
The Restricted Stock Plan contemplates that the Compensation and Organization
Committee may award Restricted Stock to the employees of the Corporation and the
Corporation's subsidiaries subject to the following restrictions: (a) all awards
are to be made subject to transfer restrictions which are set by the
Compensation and Organization Committee, and such restrictions must last at
least six months from the date of the award, and (b) all awards of Restricted
Stock shall be subject to the award agreement entered into between the
Corporation and the employee receiving the award (such agreements may differ
from employee to employee and from award to award).
Other than directors who also are officers of the Corporation, each individual
who was a member of the Board of Directors of the Corporation on the date when
the Restricted Stock Plan became effective was, and each individual who is first
elected or appointed to the Board of Director will be, awarded 500 shares of
Restricted Stock subject to transfer restrictions. In addition, each year in
which an individual is re-elected or re-appointed as a director of the
Corporation, such individual is to be awarded an additional 100 shares of
Restricted Stock. The restrictions on the Director Awards do not expire until
the earlier of the individual director's death, disability or nine months after
the date of the award.
The Restricted Stock Plan provides that upon a change of control of the
Corporation (as defined in the Restricted Stock Plan), all Restricted Stock Plan
restrictions will lapse and be of no further force or effect and that the
Corporation shall cause all outstanding Restricted Stock held under the
Restricted Stock Plan to be exchanged for shares of the Corporation Common Stock
free of any Restricted Stock Plan legends or restrictions.
Various individuals who are participants in the Supplemental Plan (as defined
below) and agreed to waive certain rights to receive benefits under the
Supplemental Plan were granted various amounts of Restricted Stock. The
restrictions on the awards granted to these individuals do not lapse until such
time as they would qualify to receive retirement benefits under the Supplemental
Plan.
RETIREMENT PLANS. The National City Non-Contributory Retirement Plan (the
"Retirement Plan") is a qualified, non-contributory defined benefit plan, and
the pension trust is tax exempt under the Internal Revenue Code. The Retirement
Plan presently covers all regular employees of the Corporation and those
subsidiaries of the Corporation that have adopted the Retirement Plan when such
employees have completed 1,000 hours of service in a 12-month period (normally
the first 12 months of employment), provided they have attained age 21.
Upon reaching the normal retirement age of 65, with five years of vesting
service, each participant in the Retirement Plan generally is entitled to
receive monthly for life a basic benefit (less certain deductions specified in
the Retirement Plan) based upon the participant's highest average annual base
compensation for any 60 consecutive months of active employment during the last
120 months
29
<PAGE> 30
preceding retirement ("Final Average Earnings"). The annual basic benefit shall
be equal to the sum of (a) 1 1/4% times the employee's Final Average Earnings
not in excess of "Covered Compensation" plus (b) 1 3/4% times the employee's
Final Average Earnings in excess of "Covered Compensation," and such sum
multiplied by the number of years of benefit service, but not more than 35
years. "Covered Compensation," which is computed pursuant to government
regulations, generally is based upon the average of the wage base covered by
Social Security, upon the employee's date of birth and upon an assumed 35-year
work experience. Participant's "base compensation" is defined by the Retirement
Plan to mean generally the salary and wages paid to such participant, excluding
overtime, bonuses, commissions and other similar forms of remuneration. The Code
places limits on the amount of annual benefits which may be paid to any
participant by the pension trust of the Retirement Plan.
The Retirement Plan also provides for optional early retirement at a reduced
benefit at any time after a participant attains age 55 with at least 10 years of
benefit service. The amount of the reduction of the benefit is determined by a
formula dependent upon the age at which the participant elects to begin to
receive benefits. If a participant has more than 20 years of vesting service,
the participant may elect to retire at 62 and start receiving unreduced pension
benefits.
The Corporation adopted a supplemental retirement plan ("Supplemental Plan")
to supplement the pension payments under the Retirement Plan for those certain
senior officers of the Corporation and its subsidiaries who may be designated
from time to time by the Compensation and Organization Committee. Payments under
the Supplemental Plan are paid from the general revenues of the Corporation and
have no effect on the existing pension trust fund.
The Supplemental Plan's purpose is to augment an individual's income from
Social Security and pension payments the individual is entitled to receive upon
retirement. The amount of the Supplemental Plan benefit for any covered
individual will be the amount of the individual's retirement benefit determined
under the Retirement Plan, but determined (a) without regard to the limitations
on such benefits contained in the Internal Revenue Code, and (b) by adding to
the individual's highest average base compensation the average of the amounts
(if any) of the individual's five largest (not necessarily consecutive) awards
under the Short Term Plan during the 10 calendar years completed prior to
retirement, less the sum of (i) amounts payable to the individual under the
Retirement Plan, plus (ii) amounts payable to the individual under any corporate
program which is deemed to be another offset program to the Supplemental Plan,
as determined by the Compensation and Organization Committee of the Board of
Directors. The amount of the Supplemental Plan benefit may, in the discretion of
such Committee, be paid to the individual in a lump sum.
The Supplemental Plan also provides supplemental disability benefits and
supplemental surviving spouse benefits. All benefits under the Supplemental Plan
are computed on the basis of the individual's retirement at age 65 (or age 62 if
he has 20 years of vesting service), and if an individual otherwise entitled to
receive benefits under the Supplemental Plan retires prior to attaining said
age, Supplemental Plan benefits will be payable only if the Compensation and
Organization Committee approves such early retirement, and any such benefit will
be reduced in the same manner as pension payments are reduced under the
Retirement Plan, subject however to such reduction being waived by that
Committee.
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<PAGE> 31
In the event of a change in the control of the Corporation, the Supplemental
Plan provides for the vesting of all accrued benefits. The Supplemental Plan
defines change of control to be the acquisition by any person or group of
persons of the beneficial ownership of a majority of the voting stock of the
Corporation or a merger involving the Corporation where the Corporation is not
the surviving entity.
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
PENSION PLAN TABLE
<CAPTION>
YEARS OF BENEFIT SERVICE
AVERAGE BASE -------------------------------------------------------------------------------------------------
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 25,000 $ 2,967 $ 4,451 $ 5,934 $ 7,418 $ 8,901 $ 10,385
50,000 7,342 11,013 14,684 18,355 22,026 25,697
100,000 16,092 24,138 32,184 40,230 48,276 56,322
200,000 33,592 50,388 67,184 83,980 100,776 117,572
400,000 68,592 102,888 137,184 171,480 205,776 240,072
600,000 103,592 155,388 207,184 258,980 310,776 362,572
800,000 138,592 207,888 277,184 346,480 415,776 485,072
1,000,000 173,592 260,388 347,184 433,980 520,776 607,572
1,200,000 208,592 312,888 417,184 521,480 625,776 730,072
- ---------------------------------------------------------------------------------------------------------------------
<FN>
Retirement benefits above the defined benefit maximum of $118,800 in 1994 are
paid to those officers who are participating through a nonqualified Supplemental
Executive Retirement Plan.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Assuming retirement at age 65 under the Retirement Plan, the number of years
of benefit service under both the Retirement Plan and the Supplemental Plan for
the five individuals named in the Cash Compensation Table would be: Edward B.
Brandon, 35 years; David A. Daberko, 35 years; William R. Robertson, 35 years;
Morton Boyd, 12 years; and Harold B. Todd, 31 years.
First Kentucky National Corporation, acquired by the Corporation in 1988, had
a defined contribution retirement plan unlike the Corporation's Retirement Plan
which is a defined benefit plan. The years shown for Mr. Boyd only relate to
benefit service under the Retirement Plan and the Supplemental Plan. Mr. Boyd,
upon retirement, is entitled to receive benefits under the First Kentucky
National Corporation defined contribution retirement plan in addition to those
under the Retirement Plan and Supplemental Plan, subject to offsets as set forth
in the Plans. After First Kentucky National Corporation was acquired by the
Corporation, no further amounts have been accrued for any employee under the
former First Kentucky National Corporation's defined contribution retirement
plan.
The tabulation below shows total estimated annual retirement benefits payable
to employees under the Retirement Plan (without regard to any provision
contained in the Retirement Plan pursuant to the Internal Revenue Code or other
applicable law limiting the annual amount payable under the Retirement Plan) and
under the Supplemental Plan.
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<PAGE> 32
TRANSACTIONS WITH MANAGEMENT
Certain of the Corporation's directors, executive officers and associates of
directors or executive officers were customers of or had various transactions
with the Corporation and its subsidiaries in the ordinary course of business in
1993. These transactions cover a wide range of banking and trust services, both
personal and corporate. Without exception, all services were provided to the
directors, executive officers and their associates at market rates consistent
with published fee schedules. Similar additional transactions may be expected to
take place in the ordinary course of business in the future. Although various
laws and regulations governing the Corporation and its subsidiaries allow the
Corporation and its subsidiaries to make loans to a limited extent to its
executive officers, all loans and loan commitments and sales of commercial paper
involving executive officers, directors or their affiliates were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at that time for comparable transactions with other persons and, did
not involve more than the normal risk of collectibility or other unfavorable
features.
STOCKHOLDER PROPOSALS
Holders of the Corporation's Common Stock who wish to make a proposal to be
included in the Corporation's Proxy Statement and Proxy for the Corporation's
1995 Annual Meeting of Stockholders which, unless changed, is scheduled to be
held on April 24, 1995, in Indianapolis, Indiana, must cause such proposal to be
received by the Corporation at its principal office not later than November 6,
1994. Each proposal submitted should be accompanied by the name and address of
the stockholder submitting the proposal, the number of shares of Common Stock
owned, and the dates those shares were acquired by the stockholder. If the
proponent is not a stockholder of record, proof of beneficial ownership should
also be submitted. The proponent should also state his intention to appear at
the 1995 Annual Meeting, either in person or by representative, to present the
proposal. The proxy rules of the Securities and Exchange Commission govern the
content and form of stockholder proposals and the minimum stockholding
requirement. All proposals must be a proper subject for action at the 1995
Annual Meeting.
VOTING
A quorum is required for the transaction of business by stockholders at the
meeting. The election of directors and the approval of the selection of Ernst &
Young as independent auditors for 1994, require the affirmative vote of the
holders of a majority of the shares which are present in person or represented
by proxy and entitled to vote at the 1994 Annual Meeting. The amendment of the
National City Corporation Amended and Restated 1991 Restricted Stock Plan
requires the affirmative vote of the holders of a majority of the shares
outstanding and entitled to vote. Abstentions are counted for the purposes of
determining the number of shares which are present in person or represented by
proxy at the meeting. Consequently, an abstention has the same effect as a vote
against a proposal, as each abstention is one less vote in favor of a proposal.
Shares not voted on proxies returned by brokers are not counted for the purposes
of determining the number of shares present in person or represented by proxy at
the meeting and will have no impact on the election of directors and
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<PAGE> 33
the selection of independent auditors but they will have the effect of a no vote
on the amendment of the National City Corporation Amended and Restated 1991
Restricted Stock Plan.
GENERAL
The costs of solicitation of proxies will be borne by the Corporation. In
addition to using the mails, proxies may be solicited by personal interview,
telephone, and wire; and it is anticipated that banks and brokerage houses, and
other institutions, nominees, or fiduciaries will be requested to forward their
proxy soliciting material to their principals and to obtain authorizations for
the executions of proxies. Officers and regular employees of the Corporation or
its subsidiaries, acting on its behalf, may solicit proxies personally or by
telephone or wire. The Corporation has retained Corporate Investor
Communications, Inc. ("CIC") to assist in such solicitation. The fee of CIC is
estimated not to exceed $6,500, plus reasonable out-of-pocket costs and
expenses. The Corporation does not expect to pay any other compensation for the
solicitation of proxies, but may, upon request, pay the standard charges and
expenses of banks, brokerage houses, and other institutions, nominees, and
fiduciaries for forwarding proxy materials to and obtaining proxies from their
principals. However, no such payment will be made to any of the Corporation's
subsidiaries acting through their nominees or acting as a fiduciary.
Management is not aware of any matter which may be presented for action at the
Annual Meeting other than the matters herein set forth. If any other matters
come before the meeting or any adjournment thereof, it is the intention of the
persons named in the enclosed proxy to vote the shares represented thereby in
accordance with their best judgment pursuant to the discretionary authority
granted in the proxy.
By Order of the Board of Directors
DAVID L. ZOELLER
Secretary
March 4, 1994
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<PAGE> 34
EXHIBIT A
NATIONAL CITY CORPORATION
AMENDED AND SECOND RESTATED
1991 RESTRICTED STOCK PLAN
(THE PROPOSED CHANGES TO THE 1991 AMENDED AND RESTATED
RESTRICTED STOCK PLAN ARE SET FORTH BELOW. THE italicized
LANGUAGE IS THE LANGUAGE THAT WILL BE ADDED. THE LANGUAGE THAT
WILL BE DELETED IS SHOWN WITH A RULE DRAWN THROUGH THE TEXT.)
ARTICLE 1.
ESTABLISHMENT AND PURPOSE OF PLAN
1.1 ESTABLISHMENT OF THE PLAN. National City Corporation hereby establishes
the National City Corporation 1991 Restricted Stock Plan (herein referred to as
the "Plan"). The Plan shall become effective upon the later of (i) when approved
by the stockholders of the Corporation and (ii) when adopted by the board of
Directors of the Corporation, and shall remain in effect as provided herein.
1.2 PURPOSE. The purpose of the Plan is to maximize the returns to the
stockholders and to promote the long-term profitability and success of the
Corporation by providing equity interests and equity based incentives in the
Corporation to key employees and members of the boards of directors of the
Corporation and its subsidiaries and by providing alternate means of
compensation.
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.
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) "Active Participant" shall mean an Eligible PERSON who is
approved by the Committee for participation in the Plan.
(b) "Award" means the grant to a Participant of a certain number of shares
of Restricted Stock.
(c) "Award Agreement" means the written agreement between the Participant
and the Corporation relating to the Award of Restricted Stock to the
Participant.
(d) "Board" means the Board of Directors of the Corporation.
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<PAGE> 35
(e) "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
(f) "Committee" means the Compensation and Organization Committee of the
Board, or another committee of Directors of the Corporation appointed by the
Board to serve as the committee responsible for administering of the Plan.
(g) "Common Stock" means the Common Stock, $4.00 par value per share, of
National City Corporation or any other securities into which the Common Stock
may be converted or for which they may be exchanged as contemplated by Section
3.3.
(h) "Corporation" means National City Corporation, a Delaware corporation,
or any successor.
(i) "Director" means an elected or appointed member of the Board of
Directors of the Corporation, but does not include any honorary member of the
Board of Directors of the Corporation or other person not entitled as a matter
of law to vote and otherwise participate in regular meetings of the Board of
Directors of the Corporation.
(j) "Director Year" means a period of time commencing on the date of the
Corporation's Annual Meeting of Stockholders for any fiscal year of the
Corporation and ending on the day before the Corporation's Annual Meeting of
Stockholders for its next immediately ensuing fiscal year.
(k) "Disability" means, as to a specific Participant, permanent disability
as defined in the provisions of the Award Agreement relating to that
Participant.
(l) "Early Retirement" means, as to a specific Participant, early
retirement as defined in the provisions of the Award Agreement relating to
that Participant.
(m) "Eligible PERSON" means an Employee or a Subsidiary DIRECTOR.
(n) "Employee" means an individual employed by the Corporation or any
Subsidiary. A member of the Board of Directors of the Corporation who is not
otherwise an Employee shall not be deemed an Employee of the Corporation for
purposes of this Plan.
(o) "Fair Market Value" means, as of any given date and unless otherwise
determined by the Committee, the closing price, per share, of the shares of
Common Stock on the New York Stock Exchange on that date, as reported by The
Wall Street Journal.
(p) "Normal Retirement" means, as to a specific Participant, normal
retirement as defined in the provisions of the Award Agreement relating to
that Participant.
(q) "Participant" means and includes all persons who are then registered
owners of Restricted Stock.
(r) "Plan Restrictions" means the restrictions set forth in Article 5 or 6
hereof on any transfer of Common Stock, or any interest therein, which is the
subject of an Award granted hereunder.
(s) "Restricted Period" means that period of time, as determined by the
Plan, during which the Common Stock subject of an Award is not transferable by
reason of Plan Restrictions.
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<PAGE> 36
(t) "Restricted Stock" means shares of Common Stock the transfer or
alienation of which are restricted by reason of Plan Restrictions.
(u) "Retirement" means: with respect to Employees, Normal Retirement or
Early Retirement as defined hereby; with respect to Subsidiary Directors, as
defined in the provisions of the Award Agreement relating to each Subsidiary
Director; and with respect to Directors who are not employees of the
Corporation or its subsidiaries, that point in time when a director is no
longer eligible to stand for reelection as a Director pursuant to Article III
of the Corporation's First Restatement of By-Laws.
(v) "Subsidiary" means any Corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one or more of the other corporations in the chain.
(w) "Subsidiary Director" means an elected or appointed member of the board
of directors of any Subsidiary, but does not include any person who is an
Employee or a Director.
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.
STOCK SUBJECT TO PLAN
3.1 AUTHORIZED AMOUNT. Subject to adjustment as provided by this Plan, the
total number of shares of Common Stock reserved and available for distribution
under the Plan shall be one million (1,000,000) shares of Common Stock. Such
shares may consist, in whole or in part, of authorized and unissued shares or
treasury shares.
3.2 EFFECT OF FORFEITURES. If any Participant forfeits any shares of
Restricted Stock that are subject to any Award granted hereunder, or any such
Award otherwise terminates with respect to any shares of Restricted Stock
thereunder without the Plan Restrictions being terminated, such shares shall
again be available for distribution in connection with future Awards under the
Plan.
3.3 ADJUSTMENTS. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, COMBINATION OF
SHARES, RECAPITALIZATION or other change in CAPITAL structure OF THE
CORPORATION, MERGER CONSOLIDATION, SPINOFF, REORGANIZATION, PARTIAL OR COMPLETE
LIQUIDATION, ISSUANCE OF RIGHTS OR WARRANTS TO PURCHASE SECURITIES, OR ANY
OTHER CORPORATE TRANSACTION OR EVENT HAVING AN EFFECT SIMILAR TO ANY OF THE
FOREGOING, the Board of Directors may make such substitution or adjustment in
the aggregate number of shares of Common Stock and, if necessary, in the kind
of securities reserved for issuance under the Plan, and in the number of shares
subject of outstanding Awards granted under the Plan in the aggregate or to any
Participant AND IN THE NUMBER OF SHARES SPECIFIED IN SECTION 4.2 HEREOF, all as
may be determined to
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<PAGE> 37
be appropriate by the Board, acting in its sole discretion, provided that the
number of shares subject to any Award shall always be a whole number.
ARTICLE 4.
ELIGIBILITY AND PARTICIPATION
4.1 ELIGIBILITY. The Committee shall, from time to time, determine
those ELIGIBLE PERSONS who are to receive Awards hereunder. Except as set forth
in Article 5 hereof, individuals who are appointed or elected as a Director but
who are not otherwise an Employee shall not be eligible to receive Awards
hereunder.
4.2 LIMITATION. No Participant shall have granted to him or to her,
or on his or on her behalf, in one or more Awards, more than ONE HUNDRED FIFTY
thousand (150,000) shares of Common Stock in the aggregate under this Plan.
4.3 TERMINATION. If a Participant ceases to be an ELIGIBLE PERSONS
during a Restricted Period, the Award Agreement shall provide the extent to
which the Plan Restrictions on the Restricted Stock, or any portion thereof,
subject of such Award Agreement shall lapse or whether all or any portion of
such Restricted Stock shall be forfeited. Restricted Stock which is forfeited
shall be returned to the Corporation from the escrow established under Section
6.9, and the Participant shall have no further interest in such stock.
ARTICLE 5.
DIRECTORS
5.1 DIRECTOR ELIGIBILITY. Annually, during each Director
Year, each Director who is not then an Employee of the Corporation or any
Subsidiary shall be entitled to an Award as provided by this Article 5,
provided that no Director shall be entitled to any Award if (i) there are not a
sufficient number of shares of Common Stock hereunder to make a full Award to
Directors in such Director Year, (ii) if the Plan has been terminated or (iii)
if the Committee determines to terminate Director Awards.
5.2 AMOUNT OF AWARD. In the Director Year in which the Director is first
elected or appointed as a Director the Director shall be
granted an Award of ONE THOUSAND (1000) shares of Restricted
Stock. In each following Director Year when the individual is re-elected or
re-appointed a Director of the Corporation, such Director shall be granted an
Award of TWO hundred (200) shares of Restricted Stock. Each individual
holding the office of Director on the date when the Plan becomes effective in
accordance with its provisions shall be granted an Award of five hundred (500)
shares of Restricted Stock.
5.3 GRANT OF AWARDS. Awards to Directors shall be granted in accordance with
Sections 5.1 and 5.2 hereof, and the date of any Award shall be the actual date
of election or appointment, as the case
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<PAGE> 38
may be, of the grantee as a Director. No Award Agreement with
a Director shall grant to that Director any benefits not expressly provided by
this Article 5, nor shall it limit the Director's rights to receive dividends on
or to vote the Restricted Stock subject of that Award Agreement. The number of
shares awarded in any future grants under this paragraph 5.3 shall be adjusted
by the Committee as equitably required to prevent dilution or enlargement of the
award to Directors that otherwise would result from any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Corporation, merger, consolidation, spin-off, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase
securities, or any other corporate transaction or event having an effect similar
to any of the foregoing.
5.4 TERM OF RESTRICTIONS. (a) The Restricted Period, with respect to the
Plan Restrictions on any Award to a Director under this Article 5, shall
terminate, and the Plan Restrictions on all Restricted Stock shall fully expire,
on the earlier of (i) such Director's death, (ii) such Director's Disability or
(iii) a date nine months after the date of the award.
(b) If a Director shall resign, or otherwise no longer be a member of the
Board of Directors of the Corporation for reasons other than those set forth in
subsection 5.4(a) of this Plan, then the director's interest in all shares of
Restricted Stock previously awarded to him under this Article 5 shall be
terminated and such Restricted Stock shall be forfeited and returned to the
Corporation.
ARTICLE 6.
AWARDS
6.1 GENERAL. Except as provided in Article 5 with respect to Directors, the
Committee shall, from time to time, designate those ELIGIBLE PERSONS
to be granted Awards under the Plan, the number of shares of Restricted Stock to
be granted in an Award to an ELIGIBLE PERSONS, the terms upon which the
Plan Restrictions on any Restricted Stock shall lapse and the Restricted Stock
will become freely transferable, and such other conditions as the Committee may
deem appropriate. Not all grants of Awards need to be on the same terms and
conditions even though granted at the same time, and the terms of Award
Agreements may vary from time to time and from Participant to Participant,
depending upon the purpose of the Award; provided, however, all Awards shall be
subject of the provisions of Section 6.4 hereof.
6.2 LIMITATION. (a) Except as expressly provided by Article 5 with respect
to Awards to Directors, the Plan Restrictions established by Section 6.4 hereof
on any Award may be of any length of time greater than six (6) months as
determined by the Committee.
(b) No grants of Awards under the Plan may be made after ten (10) years from
the date the Plan becomes effective.
6.3 ADDITIONAL RESTRICTIONS. Restricted Stock Awards shall be expressly
subject to the terms and conditions of this Article 6, but the Committee may
establish additional restrictions on the transfer of the Common Stock subject of
any Award.
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6.4 PLAN RESTRICTIONS. During the Restricted Period for any Award, a
Participant may not, voluntarily or involuntarily, sell, assign, encumber,
pledge or otherwise transfer any shares of Restricted Stock subject of the
Award, or any interest therein, otherwise than by will or the law of descent and
distribution. Any attempted sale, assignment, encumbrance, pledge or other
transfer of the Restricted Stock or any interest therein, in derogation of these
restrictions shall result in a forfeiture to the Corporation of all Restricted
Stock subject to such attempted transfer.
6.5 STOCKHOLDER RIGHTS. All Restricted Stock shall be registered in the
stockholder records of the Corporation in the name of the Participant to whom
the Award was made. Except for Plan Restrictions, and except for any additional
restrictions contained in the Award Agreement including any assignment of rights
to dividends payable from time to time on the Restricted Stock (cash or
property), the Participant shall have all rights of a holder of Common Stock.
6.6 AWARD AGREEMENT. Each Participant granted an Award of Restricted Stock
shall enter into an Award Agreement with the Corporation in a form specified by
the Committee, agreeing to the terms and conditions of the Award and such other
matters as the Committee shall in its sole discretion determine, including any
additional conditions of forfeiture. The execution and delivery of the Award
Agreement by the grantee of the Award shall be a condition precedent to the
registration in the name of the grantee of the Restricted Stock subject to the
Award. A failure to execute and deliver the Award Agreement within sixty (60)
days after the grant of an Award may terminate the Award upon the determination
of the Committee. The Award Agreement may, but need not, allow the Plan
Restrictions to lapse serially or in total over any period of time as selected
by the Committee and if terminated, the grantee shall have no further interest
in the Restricted Stock forfeited thereby, if any.
6.7 LEGEND. Each certificate issued in respect of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant, shall be
deposited with the Corporation pursuant to Section 6.9 hereof together with a
stock power endorsed in blank and signed by the Participant and shall bear the
following (or a similar) legend:
"The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) contained
in the National City Corporation 1991 Restricted Stock Plan and in an Agreement
entered into between the registered owner hereof and National City Corporation."
6.8 LAPSE OF RESTRICTIONS. When the Plan Restrictions imposed by this
Article 6 expire or have otherwise been satisfied with respect to one or more
shares of Restricted Stock, subject to Section 10.3 hereof, the Corporation
shall deliver to the Participant (or his legal representative, beneficiary or
heir) within sixty (60) days thereafter Common Stock without the Legend referred
to in Section 6.7 hereof and free of Plan Restrictions. The number of shares of
Common Stock to be released shall be the same number as to which the Plan
Restrictions have lapsed. At that time, the Award Agreement referred to in
Section 6.6 as it relates to such shares of Common Stock delivered to the
Participant shall be terminated.
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<PAGE> 40
6.9 ESCROW. Certificates representing shares of Restricted Stock which are
the subject of an Award shall be physically held by the Corporation, or its
nominee, during the Restricted Period. Upon the termination of the Restricted
Period, the Corporation shall cause the certificate representing the shares of
Common Stock subject of the Award to be reissued. If the Plan Restrictions have
been satisfied as to any shares of Restricted Stock, such shares shall be
removed from escrow and delivered to the Corporation for reissuance and delivery
of Common Stock in the name of the Participant in accordance with Section 6.8.
If any shares of Restricted Stock are to be forfeited, such shares shall be
delivered to the Corporation for reissuance in the name of the Corporation.
ARTICLE 7.
RIGHTS OF PARTICIPANTS
7.1 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, with the Corporation or any Subsidiary, nor confer upon any Participant
any right to continue in the employ of the Corporation.
7.2 RESTRICTIONS ON ASSIGNMENTS. The interest of a Participant or his or her
beneficiary under this Plan may not be sold, assigned, encumbered or transferred
in any manner, either voluntarily or involuntarily, in 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 8.
ADMINISTRATION
8.1 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. Except as expressly provided by
Article 5 hereof, 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, and 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's interpretation of this Plan or of any term of an Award granted
pursuant thereto shall be final and binding on all Participants.
The Committee shall have the authority to establish, adopt or revise such
rules or regulations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan. The Committee may elect to defer the
effective date of the Plan or the granting of any Award or the lapsing of any
Plan Restrictions, if the Committee determines that such actions may be
necessary in the compliance with any State or Federal statute, regulatory
authority or judicial order.
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<PAGE> 41
Except as limited by Section 8.3, the Committee shall have full power and
authority to interpret, construe and administer the Plan and all Award
Agreements 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 or any Award Agreement unless attributable to his or
her own willful misconduct or lack of good faith.
The Committee shall amend the 1991 and 1992 Director Award Agreements to make
the amendment to Subsection 5.4(a) made in April, 1993 retroactive to such Award
Agreements.
8.2 MEMBERSHIP. No member of the Committee shall be an Employee of the
Corporation or of any of its subsidiaries.
8.3 ACTION WITH RESPECT TO DIRECTOR AWARDS. Except as provided for in
Section 9.1, neither the Board nor the Committee shall not take any action with
respect to any Award made under Article 5 unless such action is expressly
authorized by this Plan, the Board or the appropriate Award Agreement. The Board
of Directors of the Corporation may interpret any such Award and administer the
same provided that (i) the Director whose Award is being interpreted shall not
participate in any discussion or voting with respect to such interpretation;
(ii) the issue must not be unique to Awards to Directors; and (iii) no
interpretation shall amend or alter any express provision hereof except as
permitted by section 9.1.
ARTICLE 9.
AMENDMENT OR TERMINATION
9.1 AMENDMENT. The Board of Directors may amend any provision of this Plan
or any agreement thereunder at any time; provided, however, that without the
approval of the holders of a majority of outstanding voting stock of the
Corporation no amendment may be made that would increase the maximum number of
shares to be granted under the Plan either in aggregate or individually, modify
any provision of Article 5 except where the amendments would not (A) materially
increase the benefits under the Plan; (B) materially increase the number of
securities which may be issued under the Plan; or (C) materially modify the
requirements as to eligibility for participation in the Plan, or extend the term
during which Awards may be granted under the Plan. In no event, however, shall
Article 5 hereof be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder. The Board of Directors shall also
have the right to terminate the Plan or Article 5 hereof at any time. If the
Plan is terminated, Awards previously made shall nevertheless continue in
accordance with the provisions of the Plan and Award Agreement as in effect
prior to its termination,
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<PAGE> 42
including the provisions relating to the authority of the Committee to
administer and interpret the Plan. Except with the consent of the Participant,
no amendment, suspension or termination shall impair the rights of any
Participant in any Restricted Stock granted in an Award to such Participant
under the Plan.
9.2 OMISSION. The Committee may for any period of time refrain from
designating any Participants or may refrain from making any Awards, but such
action shall not be deemed a termination of the Plan. No employee shall have any
claim or right to be granted Awards under the Plan.
ARTICLE 10.
MISCELLANEOUS
10.1 EXPENSE. All expenses and costs in connection with the operation of the
Plan shall be borne by the Corporation.
10.2 CHANGE OF CONTROL. In the event that:
(a) any "group" or "person" (as defined in Sections 13(d) and 14(d) of
The Securities Exchange Act of 1934), other than the Corporation and/or its
Subsidiaries considered as a group or person, directly or indirectly
becomes the beneficial owner of securities of the Corporation representing
a majority or more of the outstanding voting securities of the Corporation;
or
(b) a merger of the Corporation into another company occurs wherein the
Corporation is not the surviving entity,
then, in any such event, all Plan Restrictions shall lapse and be of no further
force or effect and the Corporation shall cause all outstanding Restricted Stock
to be exchanged for Common Stock free of the Legend and of Plan Restrictions.
10.3 WITHHOLDING TAXES. The Corporation shall be entitled to take
appropriate measures to withhold from the shares of Common Stock becoming free
of Plan Restrictions or to otherwise obtain from the Participant sufficient sums
for the amount the Corporation deems necessary to satisfy any applicable
Federal, state and local income tax withholding obligations or to make other
appropriate arrangements with Participants to satisfy such obligations.
10.4 LAWS GOVERNING. This Plan shall be construed in accordance with and
governed by the laws of the State of Ohio.
10.5 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.
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<PAGE> 43
To: Securities and Exchange Commission
From: National City Corporation
Subject: Memorandum of Differences between The EDGAR filing and the printed
Proxy Statement
A picture of each director appears next to his or her biography on pages 8
through and including 11.
<PAGE> 44
PROXY SOLICITED ON BEHALF OF THE
[NATIONAL CITY LOGO] BOARD OF DIRECTORS FOR APRIL 25, 1994
ANNUAL MEETING
The undersigned stockholder of National City Corporation hereby
appoints Thomas A. Richlovsky and David
P L. Zoeller and each of them, with power of substitution, proxies for
the undersigned to vote all the shares of COMMON STOCK of the
Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Corporation to be held on April 25,
1994 and any adjournment thereof as follows and in their
R discretion to vote and act upon such other business as may properly
come before the meeting. The Board of Directors recommends a vote FOR
the following:
1. THE ELECTION OF DIRECTORS
O
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as otherwise marked below) to vote for all nominees
listed below
S. H. Austin, J. M. Biggar, C. H. Bowman, E. B. Brandon, J. G.
Breen, D. A. Daberko, R. E. Disbrow, D. E. Evans,
X
O. N. Frenzel, J. H. Lemieux, A. S. Miles, B. R. Roberts, W. R.
Robertson, S. A. Stitle and M. Weiss.
(Instructions: to withhold authority to vote for any individual
nominee, strike a line through that nominee's name.)
Y
2. APPROVE THE AMENDMENT OF THE AMENDED AND RESTATED 1991 RESTRICTED
STOCK PLAN
/ / FOR / / AGAINST / / ABSTAIN
(Continued, and to be signed, on the reverse side.)
Proxy No. (Continued from reverse side.) Shares
3. APPROVE THE SELECTION OF ERNST & YOUNG AS INDEPENDENT AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
UNLESS OTHERWISE INDICATED, THE PROXIES ARE INSTRUCTED TO VOTE FOR THE
ELECTION OF DIRECTORS, FOR THE APPROVAL OF THE AMENDMENT OF THE AMENDED
AND RESTATED 1991 RESTRICTED STOCK PLAN AND FOR THE SELECTION OF ERNST
& YOUNG.
Dated , 1994
----------------------------
----------------------------
(Sign here)
INSTRUCTIONS: Please sign
exactly as shown hereon.
When signing as a fiduciary
or on behalf of a
corporation, bank, trust
company, or other similar
entity, your title or
capacity should be shown.
PLEASE SIGN, DATE, AND RETURN YOUR PROXY
PROMPTLY IN THE
ENCLOSED ENVELOPE TO STOCK TRANSFER DEPT.,
(NCC),
NATIONAL CITY BANK, P.O. BOX 92301, CLEVELAND,
OHIO 44193-0900.
