NATIONAL CITY CORPORATION Stock Option Agreement ? Non-Incentive Stock Option

Exhibit 10.58

NCC STOCK OPTION AGREEMENT
Non-Incentive Stock Option 2004 LTCE Plan

NATIONAL CITY CORPORATION
Stock Option Agreement — Non-Incentive Stock Option

           WHEREAS , the individual identified as Optionee (“Optionee”) on the cover sheet that is attached hereto and hereby made a part hereof (“Cover Sheet”) is an officer and key employee of National City Corporation (hereinunder called the “Corporation”) or of a Subsidiary; and

           WHEREAS , the execution of an Option Agreement in the form hereof has been duly authorized by a resolution of the Compensation and Organization Committee (hereinafter called the “Committee”) of the Board of Directors of the Corporation (hereinafter called the “Board”) duly adopted on the date listed on the Cover Sheet as “Grant Date”;

           NOW, THEREFORE , the Corporation hereby grants to the Optionee, pursuant to the National City Corporation Long-Term Cash and Equity Incentive Plan, Effective January 1, 2005 (hereinafter called the “Plan”) an Option (hereinafter called the “Option”) to purchase the number of shares of its common stock, par value $4.00 per share (“Common Stock”), listed on the Cover Sheet as “Shares Granted” at the per share exercise price set forth on the Cover Sheet as the “Option Price” and agrees to cause certificates for any shares purchased hereunder to be delivered to, or enter such shares as book entry shares through the Corporation’s Direct Registration System (“DRS Shares”) in the name of, the Optionee upon receipt of payment of the Option Price, all subject, however, to the terms and conditions of the Plan and as hereafter set forth.

          1. (a) The Option (until terminated as hereinafter provided) shall be exercisable only to the extent of [insert vesting schedule] ; provided, however, that the Option (until terminated as hereinafter provided) shall become immediately fully exercisable upon the occurrence of any of the following:

          (i) in the event of a Change in Control; or

          (ii) the Optionee ceases to be an employee of the Employers by reason of the Optionee’s death.

          (b) To the extent exercisable, the Option may be exercised in whole or in part from time to time, so long as the number of shares exercised satisfies a minimum that the Corporation may establish from time to time.

          2. The Option shall terminate on the earliest of the following dates:

          (a) three years after the death of the Optionee;

          (b) ten years from the Grant Date;

          (c) immediately upon the termination of employment of the Optionee with the Employers for any reason other than death, if such termination arises prior to a Change in Control;

          (d) twelve months from the termination of employment of the Optionee with the Employer following a Change in Control; or

          (e) in the event the Optionee shall intentionally commit an act materially inimical to the interests of the Employers, and the Committee shall so find, the Option shall terminate at the time of such act, notwithstanding any other provision of this Option Agreement.

          3. Nothing contained in this Option Agreement shall confer upon the Optionee any right to continued employment with the Employers, nor shall it interfere in any way with the right of the Employers to terminate the employment of the Optionee at any time.

          4. The Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution, and is exercisable during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative.

          5. (a) In connection with each exercise of the Option, arrangements satisfactory to the Corporation shall be made by the Optionee for the payment of any withholdings required by federal, state, local, or foreign income tax laws.

          (b) Subject to the restrictions set forth below, the Optionee is hereby granted the right to elect to satisfy, in whole or in part, the Optionee’s withholding obligations as required by federal, state, local, or foreign income tax laws by (i) having the Corporation withhold shares of Common Stock subject to the Option having a value equal to or less than the minimum applicable amounts required to be withheld and/or (ii) delivering to the Corporation shares of Common Stock owned by the Optionee having a value equal to or less than the minimum applicable amounts required to be withheld (the “Election”). For purposes of this Subsection 5(b), the value of shares of Common Stock to be withheld or delivered by the Optionee shall be based upon the Market Value per Share on the date that the amount of the tax or taxes to be withheld is determined. Shares of Common Stock withheld pursuant to clause 5(b)(i) will not thereafter be available for exercise under the Option.

          (c) To exercise the Election, the Optionee (i) must make the Election to have shares withheld or to deliver already owned shares on the date that the Optionee exercises the Option and (ii) must make the Election in writing on a form provided by the Corporation. The Election is irrevocable by the Optionee and is subject to disapproval by the Committee. Additionally, if the Optionee is subject to Section 16(b) of the Securities Act of 1934, as amended (the “Exchange Act”), the Election is subject to compliance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

          6. The Option Price shall be payable:

          (a) in cash or by check acceptable to the Corporation;

          (b) by exchanging previously acquired shares of Common Stock of equivalent Market Value on the date of exercise, with a value equal to the total Option Price for the portion of the Option exercised; or

NCC STOCK OPTION AGREEMENT
Non-Incentive Stock Option 2004 LTCE Plan

          (c) by a combination of (a) and (b).

          7. The Committee may make such adjustments in the number and kind of shares subject to the Option and the price per share as the Committee in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of the Optionee 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. No adjustment provided for in this Section shall require the Employers to sell a fractional share.

          8. Optionee acknowledges and agrees that in the performance of his duties of employment with the Employers he may be in contact with customers, potential customers and/or information about customers or potential customers of the Employers either in person, through the mails, by telephone or by other electronic means. Optionee also acknowledges and agrees that trade secrets and Confidential Information of the Employers, as defined in Subsection 8(c) of this Option Agreement, gained by Optionee during his employment with the Employers, have been developed by the Employers through substantial expenditures of time, effort and financial resources and constitute valuable and unique property of the Employers. Optionee further understands, acknowledges and agrees that the foregoing makes it necessary for the protection of the Employers’ businesses that Optionee not divert business or customers from the Employers and that the Optionee maintain the confidentiality and integrity of the Confidential Information as hereinafter defined:

     (a) Optionee agrees that he will not, during his employment by the Employers and for a period of one year following the later of the termination of salary payments or the Salary Continuation Period, as defined in Section 16, following termination of employment, no matter how terminated:

     (i) directly or indirectly solicit, divert, entice or take away any customers, clients, businesses, patronage or orders from any customers, clients or businesses with whom the Optionee has had contact, involvement or responsibility during Optionee’s employment with the Employers , or attempt to do so, on behalf of any person ( including Optionee), firm, association, or corporation for the sale of any product or service that is the same, similar to, or a substitute for, any product or service offered by the Employers,

     (ii) directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the Employers with whom the Optionee has had contact, involvement or responsibility during Optionee’s employment with the Employers, or attempt to do so, for the sale of any product or service that is the same, similar to, or a substitute for, any product or service offered by the Employers, or

     (iii) accept or provide assistance in the accepting of (including, but not limited to, providing any service, information, assistance or other facilitation or other involvement) business, patronage or orders from customers or any potential customers of the Employers with whom Optionee has had contact, involvement or responsibility on behalf of any person ( including Optionee), firm, association, or corporation.

Nothing contained in this Subsection 8(a) shall preclude Optionee from accepting employment with a company, firm, or business that competes with the Employers so long as the Optionee’s activities do not violate the provisions of clauses 8(a)(i), 8(a)(ii) or 8(a)(iii) above or any of the provisions of Subsections 8(b) and 8(c) below.

   &