EX-10.39






Exhibit 10.39




NATIONAL CITY CORPORATION

AMENDED AND RESTATED

MANAGEMENT SEVERANCE PLAN

(Effective September 30, 2008)




ARTICLE 1

The Plan and its Purpose



1.1 Amendment and Restatement of Plan. The following are the provisions of the National
City Corporation Amended and Restated Management Severance Plan (herein referred to as the “Plan”)
effective as of January 1, 2005, which is an amendment and restatement of the Plan which was in
effect prior thereto. The Plan as amended and restated herein is effective with respect to
Participants whose employment is terminated on or after the Effective Date.



1.2 Purpose. The purpose of the Plan is to maximize the Corporation’s profitability and
operating success by attracting and retaining key managerial, operational and executive employees
and allowing them to focus on their responsibilities in the event of, and following, a Change in
Control.



1.3 Operation of the Plan. The Plan shall serve as a non-qualified plan providing post
Change in Control benefits to Participants. The severance compensation provided by this Plan shall
be the sole severance compensation a Participant will be entitled to from the Surviving Entity as a
result of a Change in Control. Any Employee covered by this Plan shall not receive any other
severance benefit after a Change in Control from any other severance plan, policy or agreement.




ARTICLE 2

Definitions



2.1 Definitions. Whenever used herein the following terms shall have the meanings set
forth below unless otherwise expressly provided. When the defined meaning is intended, the term is
capitalized.




     (a) “Base Salary” shall mean the annual salary of each Participant at the Effective
Date or Implementation Date, whichever is higher, exclusive of any bonuses, incentive pay, special
awards, stock options or other stock compensation.



     (b) “Board” shall mean the board of directors of the Corporation.



     (c) “Cause” means the termination by the Surviving Entity of the Participant’s
employment with the Surviving Entity as a result of:



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     (i) the Participant committing an intentional act of fraud, embezzlement or
theft in connection with the Participant’s duties or in the course of the
Participant’s employment with the Surviving Entity and such act shall have been
materially harmful to the Surviving Entity;




     (ii) the Participant causing intentional wrongful damage to property of the
Surviving Entity and such damage shall have been materially harmful to the Surviving
Entity;




     (iii) the Participant committing an intentional wrongful disclosure of secret
processes or confidential information of the Surviving Entity and such disclosure
shall have been materially harmful to the Surviving Entity;




     (iv) the Participant intentionally engages in any Competitive Activity and such
act shall have been materially harmful to the Surviving Entity;




     (v) the Surviving Entity has been ordered or directed by a written order from
any federal or state regulatory agency with jurisdiction to terminate or suspend the
Participant’s employment and, notwithstanding the reasonable best efforts of the
Surviving Entity to oppose and to appeal the order or directive, that order or
directive has become a final non-appealable order; or




     (vi) the Participant being convicted of or entering into any pre-trial
diversion with respect to a criminal offense involving dishonesty, breach of trust,
money laundering or the illegal manufacture, sale, distribution of or trafficking in
controlled substances.




For purposes of this Agreement, no act or failure to act on the part of the Participant
shall be deemed “intentional” if it was due primarily to an error in judgment or
negligence, but shall be deemed “intentional” only if done or omitted to be done by
the Participant not in good faith and without reasonable belief that the Participant’s
action or omission was in the best interest of the Surviving Entity. Notwithstanding the
foregoing, the Participant shall not be deemed to have been terminated for “Cause” hereunder
unless and until there shall have been delivered to the Participant a notice stating the
Participant had committed an act constituting “Cause” as herein defined and specifying the
particulars thereof in detail. Nothing herein will limit the right of the Participant or
the Participant’s beneficiaries to contest the validity or propriety of any such
determination.



     (d) “Change in Control” means the occurrence during the Term of any of the following
events:




     (i) the Corporation is merged, consolidated or reorganized into or with another
Person, and immediately after giving effect to such merger, consolidation or
reorganization less than sixty-five percent (65%) of the



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Surviving Entity’s Voting Stock is held in the aggregate by the holders of the
Corporation Voting Stock immediately prior to such transaction;




     (ii) the Corporation sells or otherwise transfers all or substantially all of
its assets to another Person, and as a result of such sale or transfer less than
sixty-five percent of the Surviving Entity Voting Stock immediately after such sale
or transfer is held in the aggregate by the holders of the Corporation Voting Stock
immediately prior to such sale or transfer;




     (iii) any individual, entity or group (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act) becomes the beneficial owner (as the term
“beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing more than
fifteen percent (15%) of the Corporation Voting Stock provided,
however, that:




	 	(1)	 	for purposes of this Section 1(d)(iii), the
following acquisitions shall not constitute a Change in Control:
(A) any acquisition of the Corporation Voting Stock directly from the
Corporation that is approved by a majority of the Incumbent Corporation
Directors (defined below), (B) any acquisition of the Corporation
Voting Stock by the Corporation, and (C) any acquisition of the
Corporation Voting Stock by a trustee or other fiduciary holding
securities under any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any Subsidiary of the Corporation;
	 
	 	(2)	 	if any Person is or becomes the beneficial
owner of 15% or more of the combined voting power of the
then-outstanding Corporation Voting Stock as a result of a transaction
described in clause (A) of Section 1(d)(iii)(1) above and such person
thereafter becomes the beneficial owner of any additional shares of the
Corporation Voting Stock representing 1% or more of the
then-outstanding the Corporation Voting Stock, other than in an
acquisition directly from the Corporation that is approved by a
majority of the Incumbent Corporation Directors or other than as a
result of a stock dividend, stock split or similar transaction effected
by the Corporation in which all holders of the Corporation Voting Stock
are treated equally, such subsequent acquisition shall be treated as a
Change in Control unless exempted by Section 1(d)(iii)(4) below;
	 
	 	(3)	 	a Change in Control will not be deemed to have
occurred if a Person is or becomes the beneficial owner of 15% or more
of the Corporation Voting Stock as a result of a reduction in the
number of shares of the Corporation Voting Stock outstanding
pursuant to a transaction or series of transactions that is




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	 	 	 	approved
by a majority of the Incumbent Corporation Directors unless and
until such person thereafter becomes the beneficial owner of any
additional shares of the Corporation Voting Stock representing 1% or
more of the then-outstanding Corporation Voting Stock, other than as
a result of a stock dividend, stock split or similar transaction
effected by the Corporation in which all holders of the Corporation
Voting Stock are treated equally; and
	 
	 	(4)	 	if within 45 days of first learning a Person
has acquired or is to acquire beneficial ownership of 15% or more of
the Corporation Voting Stock the Board by majority vote of the
Incumbent Corporation Directors (i) determines that a Person’s
acquisition of beneficial ownership of 15% or more of the Corporation
Voting Stock does not constitute a Change in Control and (ii)
establishes a limit (such limit to be less than 50% of the Corporation
Voting Stock) as to the maximum number of shares such Person may
acquire before a Change in Control shall be deemed to have occurred,
then no Change in Control shall have occurred as a result of such
Person’s applicable acquisition(s);






     (iv) if, during any period of two consecutive years, individuals who at the
beginning of any such period constitute the Corporation Directors (the
“Incumbent Corporation Directors”) cease for any reason to constitute at
least a majority of the Surviving Entity Board, as the case may be;
provided, however, that for purposes of this Section 1(d)(iv) each
Director who is first elected, or first nominated for election by the Corporation’s
stockholders, by a vote of at least two-thirds of the Incumbent Corporation
Directors (or a committee thereof) then still in office who were the Corporation
Directors at the beginning of any such period will be deemed to have been a
Corporation Director at the beginning of such period; or




     (v) approval by the stockholders of the Corporation of a complete liquidation
or dissolution of the Corporation.




Notwithstanding the foregoing provisions of Section 1(d)(i), 1(d)(ii) or 1(d)(iv), in the
case where the individuals who constitute the Incumbent Directors at the time a specific
transaction described in Section 1(d)(i) or 1(d)(ii) is first presented or disclosed to the
Board, will, by the terms of the definitive agreement for that transaction, constitute at
least fifty percent (50%) of the Surviving Entity Directors immediately following
consummation of such transaction, provided that such Surviving Entity Directors are not
subject to removal following the consummation of the transaction as a result of the terms
and conditions of the transaction, then, prior to
the occurrence of any event that would otherwise constitute a Change in Control under
Section 1(d)(i), 1(d)(ii) or 1(d)(iv), the Board may determine by majority vote



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of the
Incumbent Directors that the specific transaction does not constitute a Change in Control
under Sections 1(d)(i), 1(d)(ii) and/or 

1(d)(iv).



     (e) “Committee” shall mean the Compensation and Organization Committee of the Board or
another committee appointed by the Board to serve as the administering committee of the Plan.



     (f) “Competitive Activity” means the Participant’s participation, without the written
consent of an officer of the Surviving Entity, in the management of any business enterprise if such
enterprise engages in substantial and direct competition with the Surviving Entity and such
enterprise’s revenues derived from any product or service competitive with any and all products or
services of the Surviving Entity amounted to ten percent (10%) or more of such enterprise’s
revenues for its most recently completely fiscal year and if the Surviving Entity’s revenues from
said product or service amount to ten percent 10% of the Surviving Entity’s revenues for its most
recently completed fiscal year. “Competitive Activity” will not include (i) the mere ownership of
securities in any such enterprise and the exercise of rights appurtenant thereto and
(ii) participation in the management of any such enterprise other than in connection with the
competitive operations of such enterprise.



     (g) “Continuation Period” means the period of time beginning on the Termination Date
and continuing until the first anniversary of the Termination Date.



     (h) “Corporation” shall mean National City Corporation, a Delaware corporation.



     (i) “Effective Date”. In the event a Change in Control ultimately results from
discussions or negotiations involving the Corporation or any of its officers or directors, the
“Effective Date” of such Change in Control shall be the date uninterrupted discussions or
negotiations commenced.



     (j) “Employee” shall mean an individual employed by the Corporation or any of its
Subsidiaries on a full time, part time or salaried basis as of the Effective Date or the
Implementation Date. The term “Employee” shall not, however, include any person who has been
notified in writing prior to the Effective Date that his job is being eliminated or that his
employment is going to be terminated.



     (k) “Employee Benefits” means the benefits and service credit for a benefit as
provided under any and all employee retirement income and welfare benefit policies, plans, programs
or arrangements in which the Participant is entitled to participate, including without limitation
any stock option, stock purchase, stock appreciation, savings, pension, supplemental executive
retirement, or other retirement income or welfare benefit, deferred compensation, incentive
compensation, group or other life, health, medical/hospital or other insurance (whether funded by
actual insurance or self-insured by the Corporation) disability, expense reimbursement and other
employee benefit policies, plans, programs or arrangements in place at the Implementation Date.
Employee Benefits shall not include any (i) severance
plan, policy or benefits other than those benefits specifically provided by this Plan or (ii)
any perquisites such as county club memberships or car allowances. Those persons receiving



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financial counseling prior to the Change in Control shall continue to receive financial counseling
services during the Protection Period.



     (l) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     (m) “Implementation Date” shall be the earliest to occur of the events specified in
Section 2.1(d).



     (n) “Incentive Pay” means an amount equal to the sum of (a) the higher of (i) the
highest aggregate annual incentive payment (excluding income realized from the exercise of stock
options, any benefits received from being granted stock options or shares of restricted stock,
income realized from the sale of restricted stock and any profit sharing, matching contributions or
discretionary contributions made under any savings plan but including, without limitation, awards
pursuant to the Management Incentive Plan) awarded for either of the two calendar years immediately
preceding the year in which the Effective Date occurs or (ii) the target award for the individual
for the year in which the Effective Date occurs and (b) the higher of (i) the highest incentive
payment awarded pursuant to the Long Term Plans for either of the plan cycles ending in the two
calendar years immediately preceding the year in which the Effective Date occurs or (ii) the target
award for the individual pursuant to the Long Term Plans for the plan cycle ending in the calendar
year in which the Effective Date occurs. For purposes of this Paragraph 2.1(o), “payment” includes
moneys paid as well as any portion of any award deferred.



     (o) “Incumbent Corporation Directors” see Section 1(d)(iv).



     (p) “Long Term Plans” means the National City Corporation Long-Term Cash and Equity
Incentive Plan and any predecessor or successor plans to this plan.



     (q) “Management Incentive Plan” means the National City Corporation Amended and
Restated Management Incentive Plan for Senior Officers, and any predecessor or successor plans to
this plan.



     (r) “Participant” shall mean an Employee whose job is assigned to a grade level within
the range of grade level 1 through grade level 7 pursuant to the Corporation’s system for grading
jobs, excluding those Employees who are covered by an employment agreement, severance agreement, or
other specialized plan at the earlier of the (i) time of termination or the Implementation Date
that address severance benefits.



     (s) “Person” means any governmental authority, individual, partnership, firm,
corporation, limited liability company, association, trust, unincorporated organization or other
entity, as well as any syndicate or group that would be deemed to be a person under
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.



     (t) “Plan” see Section 1.1



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     (u) “Protection Period” means the period of time commencing on the Effective Date and
continuing through to the fifteenth month anniversary of the Implementation Date.



     (v) “Separation from Service” shall have the meaning set forth in Section 409A of the
Code.



     (w) “Specified Employee” shall mean any Participant who is a “specified employee,” as
defined in Section 409A of the Internal Revenue Code and the lawful Treasury Regulations
promulgated thereunder.



     (x) “Subsidiary” means an entity in which the Corporation directly or indirectly
beneficially owns 50% or more of the voting equity securities, but for purposes of this Plan shall
not include National Processing, Inc. or any of its subsidiaries.



     (y) “Surviving Entity” (i) prior to a Change in Control means the Company and
(ii) after a Change in Control means the Company or any other Person surviving or resulting from
any Change in Control involving the Company, whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise. The Surviving Entity shall include any or all of its
Subsidiaries.



     (z) “Termination Date” means the date the Participant’s active employment is
terminated with the Surviving Entity



     (aa) “Voting Stock” shall mean then outstanding securities of a company entitled to
vote generally in the election of directors.



ARTICLE 3

Termination Following a Change in Control



3.1 In the event the Surviving Entity terminates the Participant’s employment during the Protection
Period, the Participant will be entitled to the severance compensation provided by Article 4;
provided, however, that the Participant shall not be entitled to the severance
compensation provided by Article 4 hereof only upon the occurrence of one or more of the following
events:




     (a) the Participant’s death occurring prior to termination of his/her employment;



     (b) prior to the termination of his/her employment, the Participant becomes permanently
disabled within the meaning of the long-term disability plan in effect for, or applicable to, the
Participant; or



     (c) Cause.


3.2 The Participant may terminate employment with the Surviving Entity during the Protection Period
with the right to severance benefits as provided in Article 4 upon the


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occurrence of one or more of
the following events (regardless of whether any other reason for such termination exists or has
occurred, including without limitation other employment):




     (a) A reduction in the Participant’s Base Salary; or



     (b) The Surviving Entity of the Participant requires the Participant to have his principal
location of work changed, to any location which is in excess of 50 miles from the location thereof
immediately prior to the Change in Control.


3.3 A termination by the Surviving Entity pursuant to Section 3.1 or by the Participant pursuant to
Section 3.2 will not affect any rights which the Participant may have pursuant to any agreement,
policy, plan, program or arrangement of the Surviving Entity providing Employee Benefits, which
rights shall be governed by the terms thereof.




ARTICLE 4

Severance Compensation



4.1 If the Surviving Entity terminates the Participant’s employment during the Protection Period
other than pursuant to Section 3.1(a), 3.1(b) or 3.1(c), or if the Participant terminates his
employment pursuant to Section 3.2, the Surviving Entity will pay to the Participant the following
amounts after the Termination Date:




     (a) During the Continuation Period, bi-weekly payments of an amount equal to the quotient
produced by adding Base Salary and Incentive Pay divided by twenty-six.



     (b) In lieu of any Employee Benefits, a lump sum payment equal to the product of the Base
Salary multiplied by .25.


4.2. Notwithstanding anything in Section 4.1 to the contrary, a Participant shall not be entitled
to any the payments set forth in Section 4.1 above until the Participant has executed and delivered
to the Surviving Entity a Release and Waiver Agreement, being substantially in the form of Exhibit
A attached hereto with the blanks appropriately completed, and until any period for cancellation of
the Release and Waiver Agreement has expired. If the Participant fails to execute and deliver the
above referenced Release and Waiver Agreement within 30 days of Participant’s Termination Date, any
and all rights Participant has to the payments set forth in Section 4.1 will terminate.



4.3 Notwithstanding anything in Section 4.1 to the contrary, for any Participant who is a Specified
Employee, any severance payment which would have otherwise been paid to such Participant under
Section 4.1 shall be delayed until such a date which is six (6) months following his Separation
from Service. The determination of the Surviving Entity’s Specified Employees shall be made as of
each December 31st (the “identification date”) and shall be applicable for the 12-month
period commencing April 1st following that identification date.
In the event that any payment or payments under this Plan are delayed as a result of the
application of this Section 4.3, such delayed payments shall be credited with interest at the


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rate equal to the yield on the United States Treasury 6-month Treasury Bill determined as of the
Participant’s Termination Date.



4.4 There will be no right of set-off or counterclaim in respect of any claim, debt or obligation
against any payment to or benefit for the Participant provided for in this Plan.



4.5 Without limiting the rights of the Participant at law or in equity, if the Surviving Entity
fails to make any payment or provide any benefit required to be made or provided under the Plan on
a timely basis, the Surviving Entity will pay interest on the amount or value thereof at the rate
equal to the yield on the United States Treasury 6-month Treasury Bill. Such interest will be
payable as it accrues on demand. Any change in such Treasury Bill rate will be effective on and as
of the date of such change.




ARTICLE 5

Claims Procedures



5.1 If after a Change in Control, the Surviving Entity fails to pay any of the severance
compensation identified in Article 4 of this Plan, a Participant may make a claim for severance
benefits under this Plan by submitting a written request to the Committee on the form supplied for
this purpose.



5.2 The Committee or its designee(s) will review the claim and either approve the severance
compensation identified in Article 4 of this Plan or provide notice that the claim has been denied.
The Committee or its designee(s) will review each claim within 90 days of the Committee’s receipt
of such claim. The Committee or its designee(s) shall notify the Participant in writing of any
claims or portions of claims that have been denied within 30 days of the Committee’s determination.
If a notice of denial is not received by a Participant within the lesser of (a) 120 days of the
Committee’s receipt of the claim or (b) within 30 days of the Committee’s or its designee(s)’s
making its determination with respect to the Participant’s claim, the claim shall be deemed to have
been approved.



5.3 If a claim or a portion of a claim is denied, the Committee’s or its designee(s)’s notice of
denial shall include:





	 	(a)	 	reason or reasons for the denial,
	 
	 	(b)	 	specific reference to documents, if any, that outline the reason for the denial, and
	 
	 	(c)	 	an explanation of the claim review process.




5.4 A Participant may appeal the Committee’s or its designee(s)’s determination made pursuant to
Section 5.2 above by providing notice of appeal to the Committee within 60 days of receiving the
claim denial notice described in Section 5.3 of this Plan. This appeal should include all
information and documentation that supports the claim.



5.5 The Committee shall review the appeal within 90 days of its receipt of the notice of appeal.
The Committee shall give notice to the Participant within 30 days of its final review


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of the appeal
of its determination. The notice shall set forth the results of the appeal and the reasons for
such determination.



5.6 It is the intent of the Corporation that the Participants not be required to incur legal fees
and the related expenses associated with the interpretation, enforcement or defense of
Participants’ rights under this Plan by litigation or otherwise because the cost and expense
thereof would substantially detract from the benefits intended to be extended to the
Participant(s). Accordingly, if it should appear to the Participant(s) that the Surviving Entity
has failed to comply with any of its obligations under this Plan or in the event that the Surviving
Entity or any other person takes or threatens to take any action or proceeding designed to deny, or
to recover from, any or all Participants the benefits provided or intended to be provided to the
Participant(s) hereunder, the Participant(s) may from time to time retain counsel of
Participant(s)’s choice. If the Participant(s) prevails, in whole or part, in connection with any
of the foregoing, the Surviving Entity will pay and be solely financially responsible for any and
all reasonable attorneys’ and related fees and expenses incurred by the Participant(s) in
connection with the foregoing




ARTICLE 6

No Mitigation Obligation




     The Corporation hereby acknowledges that it may be difficult or impossible (a) for a
Participant to find reasonably comparable employment following the Termination Date, and (b) to
measure the amount of damages which Participant may suffer as a result of termination of
employment. In addition, the Corporation acknowledges that its severance pay plans applicable in
general to its salaried employees do not provide for mitigation, offset or reduction of any
severance payment received thereunder. Accordingly, the payment of the severance compensation by
the Surviving Entity to the Participant in accordance with the terms of this Plan is hereby
acknowledged by the Surviving Entity to be reasonable and will be liquidated damages, and the
Participant will not be required to mitigate the amount of any payment provided for in this Plan by
seeking other employment or otherwise, nor will any profits, income, earnings or other benefits
from any source whatsoever create any mitigation, offset, reduction or any other obligation on the
part of the Participant hereunder or otherwise.



ARTICLE 7

Employment Rights




     Nothing expressed or implied in this Plan will create any right or duty on the part of the
Surviving Entity or the Participant to have the Participant remain in the employment of the
Surviving Entity or any Subsidiary prior to or following any Change in Control.



ARTICLE 8

Withholding of Taxes





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     The Surviving Entity may withhold from any amounts payable under this Plan all federal, state,
city or other taxes as the Surviving Entity is required to withhold pursuant to any law or
government regulation or ruling.



ARTICLE 9

Successors and Binding Plan




     This Plan shall be binding upon and inure to the benefit of the Corporation, its successors
and assigns and each Participant and his or her beneficiaries, heirs, executors, administrators and
legal representatives. The Corporation will require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the
business or assets of the Corporation to assume and agree to perform under this Plan in the same
manner and to the same extent the Corporation would be required to perform if no such succession
had taken place. This Plan will be binding upon the Corporation and any successor to the
Corporation, including without limitation any persons acquiring directly or indirectly all or
substantially all of the business or assets of the Corporation whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the
“Corporation” and the “Surviving Entity” for the purposes of this Plan), but will not otherwise be
assignable, transferable or delegable by the Corporation.



ARTICLE 10

Restrictions on Assignment




     The interest of a Participant or his or her beneficiary may not be sold, transferred,
assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null
and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagements, or torts of any person to whom such benefits or funds are payable, nor
shall they be subject to garnishment, attachment, or other legal or equitable process nor shall
they be an asset in bankruptcy.



ARTICLE 11

Notices




     For all purposes of this Plan, all communications, including without limitation notices,
consents, requests or approvals, required or permitted to be given hereunder will be in writing and
will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days after having been
mailed by United States registered or certified mail, return receipt requested, postage prepaid, or
three business days after having been sent by a nationally recognized overnight courier service
such as Federal Express, UPS, or Purolator, addressed to the Surviving Entity (to the attention of
the Secretary of the Surviving Entity) at its principal



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Participant office and to the Participant at his principal residence, or to such other address as
any party may have furnished to the other in writing and in accordance herewith, except that
notices of changes of address shall be effective only upon receipt.



ARTICLE 12

Governing Law




     The validity, interpretation, construction and performance of this Plan will be governed by
and construed in accordance with the substantive laws of the State of Delaware, without giving
effect to the principles of conflict of laws of such State.



ARTICLE 13

Validity




     If any provision of this Plan or the application of any provision hereof to any person or
circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Plan and
the application of such provision to any other person or circumstances will not be affected, and
the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the
extent (and only to the extent) necessary to make it enforceable, valid or legal.



ARTICLE 14

Administration




     Except as herein provided, this Plan shall be administered by the Committee. The Committee
shall have full power and authority to interpret, construe and administer this Plan and its
interpretations and construction hereof, and actions hereunder, including the timing, form, amount
or recipient of any payment to be made hereunder, shall be binding and conclusive on all persons
for all purposes.



     The Committee may name assistants who may be, but need not be, members of the Committee. Such
assistants shall serve at the pleasure of the Committee, and shall perform such functions as are
provided for herein and such other functions and/or responsibilities as be assigned or delegated
from time to time by the Committee.



     No member of the Committee or any assistant shall be liable to any person for any action taken
or omitted in connection with the interpretation and administration of this Plan unless
attributable to his or her own willful misconduct or lack of good faith.



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ARTICLE 15

Amendment and Discontinuance




     The Corporation expects to continue this Plan indefinitely, but reserves the right, by action
of the Committee, to amend it from time to time, or to discontinue it if such a change is deemed
necessary or desirable. This Plan shall not, however, be amended, modified or discontinued after
the Effective Date until the later of the end of the Protection Period or such time as all claims
payable hereunder have been fully discharged.



     Executed as of this 30th day of September, 2008 at Cleveland, Ohio and effective as of
September 30, 2008.



	 	 	 	 	 
	 	NATIONAL CITY CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




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EXHIBIT A




RELEASE AND WAIVER AGREEMENT



I,
«FirstName»
«LastName», voluntarily sign this Release and Waiver Agreement (Agreement) in exchange for payments (the
“Payments”) set forth in Section 4.1 of the National City Corporation Amended and Restated
Management Severance Plan (the “Plan”).



1. I release and waive any and all rights and claims I may have now or at any time I accept any of
the Payments against the Surviving Entity (as defined in the Plan) arising out of my employment
with the Surviving Entity or the termination of my employment or any circumstances surrounding or
statements made in connection with my employment or the termination of my employment. This
Agreement includes, but is not limited to, rights and claims under any Federal, State, or local law
concerning employment relationships or employment discrimination.



2. This Agreement does not include, and I do not waive, any rights or claims that I may have under
workers’ compensation laws, or any rights that I may have under National City benefit plans. This
Agreement does not include, and I do not waive, any rights that I may have under the
indemnification provisions of the by-laws of the Surviving Entity or as an additional insured under
any director and officer policy that the Surviving Entity has maintained. The Surviving Entity
will not contest any application for unemployment benefits that I may make after the Continuation
Period (as defined in the Plan) provided that I am not then employed.



3. I acknowledge that I have been advised to consult an attorney before signing this Agreement. I
acknowledge that I have been given a period of 21 days «TodayDay», beginning , to consider this Agreement, and
the Payments I am eligible to receive, before I sign it.



4. I understand that I have seven (7) days after I sign this Agreement to revoke it, and that the
Surviving entity cannot enforce this Agreement until the seven (7) days have passed and I have not
revoked it.



5. I represent that, during my employment with Surviving Entity, I complied with the Surviving
Entity Code of Ethics and I understand that it continues to impose obligations on me after my
employment with Surviving Entity ends.



6. For purposes of this Agreement, “Surviving Entity” includes Surviving Entity, its subsidiaries
and affiliates, and its and their current and former officers, directors, and employees.



7. The release and waiver of all rights and claims covered by this Agreement applies to me and to
my estate and shall be governed in all respects by Delaware law. If a court finds any provision of
this Agreement to be unenforceable, then I agree that the unenforceable


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provision will be disregarded in interpreting this Agreement so that the remainder of this
Agreement is enforceable.



8. I acknowledge that I have completely read, that I fully understand, and that I voluntarily sign
this Agreement.




     IN WITNESS, I have executed this Agreement on this            day of                     ,
          .



	 	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	Employee signature
	 	 
	 
	 	 	 	 
	 

Witness

	 	 	 	 
	 
	 	 	 	 
	 

(Print witness name)

	 	 	 	 







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