- Securities Registration: Employee Benefit Plan (S-8)

As filed with the Securities and Exchange Commission on December 19, 2008

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NATIONAL CITY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

34-1111088

(I.R.S. Employer Identification No.)


1900 East Ninth Street Cleveland, Ohio		44114

(Address of Principal Executive Offices)		(Zip Code)

National City Corporation 2004 Deferred Compensation Plan

(Full Title of the Plan)

David L. Zoeller, Esq.
Executive Vice President and General Counsel
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114

(Name and Address of Agent For Service)

(216) 222-2000

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class

Amount to be

Proposed Maximum Offering

Proposed Maximum

Amount of

of Securities to be Registered

Registered (1)

Price Per Unit (2)

Aggregate Offering Price (2)

Registration Fee

Common Stock, par value of $4.00 per share

800,000

$1.74

$1,392,000

$54.71


(1)		Number of shares represents additional shares of Common Stock being registered. See “Explanatory Note.” Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of Common Stock registered in this registration statement will be increased as a result of future stock splits, stock dividends or similar transactions.

(2)		Estimated in accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The fee with respect to the shares registered herein is based on the average of the high and low sale prices on December 18, 2008 of National City Corporation’s common stock as reported on the New York Stock Exchange.

EXPLANATORY NOTE

This registration statement is being filed by the registrant pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, to register an additional 800,000 shares of common stock, par value of $4.00 per share, of the registrant, for issuance in connection with its 2004 Deferred Compensation Plan.

The registrant previously registered a total of 600,000 shares of common stock in connection with its 2004 Deferred Compensation Plan. A registration statement on Form S-8 (No. 333-121536) registering 100,000 shares was filed with the Securities and Exchange Commission on December 22, 2004, and a registration statement on Form S-8 (No. 333-134112) was filed with the Securities and Exchange Commission on May 15, 2006.

INCORPORATION BY REFERENCE

The registrant hereby incorporates by reference the contents of its registration statements on Form S-8 (Nos. 333-121536 and 333-134112).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, National City certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on this 19 ^th day of December, 2008.


	NATIONAL CITY CORPORATION
	By	/s/ Thomas A. Richlovsky
		Thomas A. Richlovsky
		Senior Vice President and Interim Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2008.



/s/ Peter E. Raskind Peter E. Raskind		Chairman, President and Chief Executive Officer (Principal Executive Officer)

/s/ Thomas A. Richlovsky Thomas A. Richlovsky		Senior Vice President and Interim Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Jon E. Barfield* Jon E. Barfield		Director

/s/ James S. Broadhurst* James S. Broadhurst		Director

/s/ Christopher M. Connor* Christopher M. Connor		Director

/s/ Bernadine P. Healy, M.D.* Bernadine P. Healy, M.D.		Director

/s/ Paul A. Ormond* Paul A. Ormond		Director

/s/ Gerald L. Shaheen* Gerald L. Shaheen		Director

/s/ Jerry Sue Thornton, Ph.D.* Jerry Sue Thornton, Ph.D.		Director

/s/ Morry Weiss* Morry Weiss		Director


*		Carlton E. Langer, Vice President and Assistant Secretary of National City, as attorney-in-fact, signs this document on behalf of the above-named officers and directors pursuant to powers of attorney duly executed by such officers and directors and filed with the registration statement on Form S-8 (No. 333-12156) filed with the Securities and Exchange Commission on December 22, 2004.



/s/ Carlton E. Langer*
Carlton E. Langer, attorney-in-fact

EXHIBIT INDEX


5		Opinion of National City Corporation Law Department regarding legality.

23.1		Consent of National City Law Department (included in Exhibit 5).

23.2		Consent of Ernst & Young LLP.

24		Power of Attorney filed with the registration statement on Form S-8 (No. 333-121536), filed with the Securities and Exchange Commission on December 22, 2004 and incorporated herein by reference.