EX-10.68



 






Exhibit 10.68




SEVERANCE AGREEMENT




               THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of «Date_», by and between National City
Corporation, a Delaware corporation (the “Company”), and «Name» (the “Executive”).



WITNESSETH:




               WHEREAS, the Executive is a senior executive of the Company, is employed by the Company and/or
a Subsidiary (as defined below) and has made and is expected to continue to make major
contributions to the profitability, growth and financial strength of the Company;



               WHEREAS, the Company recognizes that, as is the case of most companies, the possibility of a
Change in Control exists;



               WHEREAS, the Company desires to assure itself of both present and future continuity of
management and desires to establish certain minimum severance benefits for certain of its senior
executive officers and other key employees, including the Executive, applicable in the event of a
Change in Control;



               WHEREAS, the Company wishes to ensure that its senior executives and other key employees are
not practically disabled from discharging their duties in respect of a proposed or actual
transaction involving a Change in Control; and



               WHEREAS, the Company desires to provide additional inducement for the Executive to continue to
remain in the ongoing employ of the Company.



               NOW, THEREFORE, the Company and the Executive agree as follows:



               1. Certain Defined Terms: In addition to terms defined elsewhere herein, the
following terms have the following meanings when used in this Agreement with initial capital
letters:




     (a) “Base Pay” means the Executive’s annual base salary at a rate not less than the
Executive’s annual fixed or base compensation as in effect for Executive immediately prior
to the occurrence of a Change in Control or such higher rate as may be in effect from time
to time.




     (b) “Cause” means that, prior to any termination pursuant to Section 3(a) hereof, the
Executive shall have committed:



 









 






               (i) an intentional act of fraud, embezzlement or theft in connection with his duties or
in the course of his employment with the Company or any Subsidiary;




               (ii) intentional wrongful damage to property of the Company or any Subsidiary;




               (iii) intentional wrongful disclosure of secret processes or confidential information
of the Company or any Subsidiary; or




               (iv) intentional wrongful engagement in any Competitive Activity;




and any such act shall have been materially harmful to the Company. For purposes of this
Agreement, no act or failure to act on the part of the Executive 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 Executive not in good faith
and without reasonable belief that his action or omission was in the best interest of the
Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for “Cause” hereunder unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the Directors of the Company then in office at a meeting of the Board of
Directors of the Company (“Board”) called and held for such purpose, after reasonable notice
to the Executive and an opportunity for the Executive, together with his counsel (if the
Executive chooses to have counsel present at such meeting), to be heard before the Board,
finding that, in the good faith opinion of the Board, the Executive had committed an act
constituting “Cause” as herein defined and specifying the particulars thereof in detail.
Nothing herein will limit the right of the Executive or his beneficiaries to contest the
validity or propriety of any such determination.




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




               (i) The Company is merged, consolidated or reorganized into or with another corporation
or other legal person, and as a result of such merger, consolidation or reorganization less
than sixty-five percent of the combined voting power of the then-outstanding securities of
such resulting corporation or person immediately after such transaction are held in the
aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company
immediately prior to such transaction;




               (ii) The Company sells or otherwise transfers all or substantially all of its assets to
another corporation or other legal person, and as a result of such sale or transfer less
than sixty-five percent of the combined voting power of the then-outstanding Voting Stock of
such corporation or person immediately after such sale or transfer is held in the aggregate
by the holders of Voting Stock of the Company immediately prior to such sale or transfer;



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               (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor
schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”), disclosing that any person (as the term “person” is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become 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 15% or more of the
combined voting power of the then-outstanding securities entitled to vote generally in the
election of directors (“Voting Stock”) of the Company;




               (iv) The Company files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A
(or any successor schedule, form or report or item therein) that a change in control of the
Company has occurred or will occur in the future pursuant to any then-existing contract or
transaction; or




               (v) If, during any period of two consecutive years, individuals who at the beginning of
any such period constitute the Directors of the Company cease for any reason to constitute
at least a majority thereof; provided, however, that for purposes of this
clause (v) each Director who is first elected, or first nominated for election by the
Company’s stockholders, by a vote of at least two-thirds of the Directors of the Company (or
a committee thereof) then still in office who were Directors of the Company at the beginning
of any such period will be deemed to have been a Director of the Company at the beginning of
such period.




Notwithstanding the foregoing provisions of Section 1(c)(i) or 1(c)(ii), in the case where
the individuals who constitute the Directors of the Company at the time a specific
transaction described in Section 1(c)(i) or 1(c)(ii) is first presented or disclosed to the
Board will, by the terms of the definitive agreement for that transaction, constitute at
least a majority of the members of the board of directors of the resulting corporation or
person immediately following such transaction, then, prior to the occurrence of any event
that would otherwise constitute a Change in Control under any of the foregoing provisions of
this Section 1(c), the Board may determine by majority vote of the Board that the specific
transaction does not constitute a Change in Control under Section 1(c)(i) or 1(c)(ii); and
notwithstanding the foregoing provisions of Section 1(c)(iii) or 1(c)(iv), unless otherwise
determined in a specific case by majority vote of the Board, a “Change in Control” shall not
be deemed to have occurred for purposes of Section 1(c)(iii) or 1(c)(iv) solely because (1)
the Company, (2) an entity in which the Company directly or indirectly beneficially owns 50%
or more of the outstanding Voting Stock (a “Subsidiary”), or (3) any employee stock
ownership plan or any other employee benefit plan of the Company or any Subsidiary either
files or becomes obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Exchange Act disclosing beneficial ownership by it of
            shares of Voting Stock of the Company, whether in excess



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of 15% or otherwise, or because the Company reports that a change in control of the Company
has occurred or will occur in the future by reason of such beneficial ownership.




     (d) “Competitive Activity” means the Executive’s participation, without the written
consent of an officer of the Company, in the management of any business enterprise if such
enterprise engages in substantial and direct competition with the Company and such
enterprise’s revenues derived from any product or service competitive with any product or
service of the Company amounted to 10% or more of such enterprise’s revenues for its most
recently completely fiscal year and if the Company’s revenues of said product or service
amounted to 10% of the Company’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.




     (e) “Employee Benefits” means the perquisites, benefits and service credit for benefits
as provided under any and all employee retirement income and welfare benefit policies,
plans, programs or arrangements in which Executive 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 Company), disability,
salary continuation, expense reimbursement and other employee benefit policies, plans,
programs or arrangements that may now exist or any equivalent successor policies, plans,
programs or arrangements that may be adopted hereafter, providing perquisites, benefits and
service credit for benefits at least as great in the aggregate as are payable thereunder
prior to a Change in Control.




     (f) “Incentive Pay” means an annual amount equal to not less than the highest aggregate
annual bonus, incentive or other payments of cash compensation (including, without
limitation, payments made pursuant to the Company’s Long-Term Incentive Plan and Short-Term
Incentive Plan), in addition to Base Pay, made or to be made in regard to services rendered
in any calendar year during the three calendar years immediately preceding the year in which
the Change in Control occurred pursuant to any bonus, incentive, profit-sharing,
performance, discretionary pay or similar agreement, policy, plan, program or arrangement
(whether or not funded), or any successor thereto providing benefits at least as great as
the benefits payable thereunder prior to a Change in Control.




     (g) “Severance Period” means the period of time commencing on the date of an occurrence
of a Change in Control and continuing until the earliest of (i) the third anniversary of the
occurrence of the Change in Control, (ii) the Executive’s death, or (iii) the Executive’s
attainment of age 65; provided, however, that on each anniversary of the
Change in Control, the Severance Period will automatically be extended for an additional
year unless, not later than 90 calendar days prior to such date, either the



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Company or the Executive shall have given written notice to the other that the Severance
Period is not to be so extended.




     (h) “Term” means the period commencing as of the date hereof and expiring as of the
later of (i) the close of business on December 31, ___, or (ii) the expiration of the
Severance Period; provided, however, that (A) commencing on January 1,
___and each January 1 thereafter, the term of this Agreement will automatically be extended
for an additional year unless, not later than September 30 of the immediately preceding
year, the Company or the Executive shall have given notice that it or the Executive, as the
case may be, does not wish to have the Term extended and (B) except as otherwise provided in
the last sentence of Section 8, if, prior to a Change in Control, the Executive ceases for
any reason to be an employee of the Company and any Subsidiary, thereupon without further
action the Term shall be deemed to have expired and this Agreement will immediately
terminate and be of no further effect. For purposes of this Section 1(h), the Executive
shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by
reason of the transfer of Executive’s employment between the Company and any Subsidiary, or
among any Subsidiaries.



               2. Operation of Agreement: This Agreement will be effective and binding immediately
upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement
will not be operative unless and until a Change in Control occurs, whereupon without further action
this Agreement shall become immediately operative.



               3. Termination Following a Change in Control: (a) In the event the Company, a
Subsidiary or a successor of the Company (direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) terminates the Executive’s employment during the Severance Period, the
Executive will be entitled to the severance compensation provided by Section 4; provided,
however, that the Executive shall not be entitled to the severance compensation provided by
Section 4 hereof only upon the occurrence of one or more of the following events:




               (i) The Executive’s death occurring prior to termination of his/her employment;




               (ii) Prior to the termination of his/her employment, the Executive becomes permanently
disabled within the meaning of, and begins actually to receive disability benefits pursuant
to, the long-term disability plan in effect for, or applicable to, Executive immediately
prior to the Change in Control; or




               (iii) Cause.




     (b) In the event of the occurrence of a Change in Control, the Executive may terminate
employment with the Company and any Subsidiary during the Severance Period with the right to
severance compensation as provided in Section 4 upon the 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):



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               (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or
the position, or a substantially equivalent office or position, of or with the Company
and/or a Subsidiary, as the case may be, which the Executive held immediately prior to a
Change in Control, or the removal of the Executive as a Director of the Company (or any
successor thereto) if the Executive shall have been a Director of the Company immediately
prior to the Change in Control;




               (ii) (I) A significant adverse change in the nature or scope of the authorities,
powers, functions, responsibilities or duties attached to the position with the Company and
any Subsidiary which the Executive held immediately prior to the Change in Control; (II) a
reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the
Company and any Subsidiary; or (III) the termination or denial of the Executive’s rights to
Employee Benefits or a reduction in the scope or value thereof, which situation is not
remedied within 10 calendar days after written notice to the Company from the Executive;




               (iii) A determination by the Executive (which determination will be conclusive and
binding upon the parties hereto provided it has been made in good faith and in all events
will be presumed to have been made in good faith unless otherwise shown by the Company by
clear and convincing evidence) that a change in circumstances has occurred following a
Change in Control, including, without limitation, a change in the scope of the business or
other activities for which the Executive was responsible immediately prior to the Change in
Control, which has rendered the Executive substantially unable to carry out, has
substantially hindered Executive’s performance of, or has caused Executive to suffer a
substantial reduction in, any of the authorities, powers, functions, responsibilities or
duties attached to the position held by the Executive immediately prior to the Change in
Control, which situation is not remedied within 10 calendar days after written notice to the
Company from the Executive of such determination;




               (iv) The liquidation, dissolution, merger, consolidation or reorganization of the
Company or any Subsidiary by which Executive is employed or transfer of all or substantially
all of its business and/or assets, unless the successor or successors (by liquidation,
merger, consolidation, reorganization, transfer or otherwise) to which all or substantially
all of its business and/or assets have been transferred (directly or by operation of law)
assumed all duties and obligations of the Company under this Agreement pursuant to Section
10(a);




               (v) The Company or any Subsidiary by which Executive is employed relocates its
principal executive offices, or requires the Executive to have his principal location of
work changed, to any location which is in excess of 25 miles from the location thereof
immediately prior to the Change of Control, or requires the Executive to travel away from
his office in the course of discharging his responsibilities or duties hereunder at least
20% more (in terms of aggregate days in any calendar year or in any calendar



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quarter when annualized for purposes of comparison to any prior year) than was required of
Executive in any of the three full years immediately prior to the Change of Control without,
in either case, his prior written consent; or




               (vi) Without limiting the generality or effect of the foregoing, any material breach
of this Agreement by the Company or any successor thereto.




               (c) A termination by the Company pursuant to Section 3(a) or by the Executive pursuant
to Section 3(b) will not affect any rights which the Executive may have pursuant to any
agreement, policy, plan, program or arrangement of the Company providing Employee Benefits,
which rights shall be governed by the terms thereof.



               4. Severance Compensation: (a) If, following the occurrence of a Change in Control,
the Company or any Subsidiary by which Executive is employed terminates the Executive’s employment
during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if
the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the
Executive the following amounts within five business days after the date (the “Termination Date”)
that the Executive’s employment is terminated (the effective date of which shall be the date of
termination, or such other date that may be specified by the Executive if the termination is
pursuant to Section 3(b) and continue to provide to the Executive the following benefits:




               (i) A lump sum payment (the “Severance Payment”) in an amount equal to three times the
sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination
Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in
Section 1(f)).




               (ii) (A) for thirty-six months (the “Continuation Period”) following the Termination
Date, the Company will arrange to provide the Executive with Employee Benefits that are
welfare benefits (but not stock option, stock purchase, stock appreciation or similar
compensatory benefits) substantially similar to those which the Executive was receiving or
entitled to receive immediately prior to the Termination Date, and (B) such Continuation
Period will be considered service with the Company, assuming the amount of Base Pay and
Incentive Pay payable to the Executive during the calendar year immediately preceding the
year in which the Change in Control occurs, for the purpose of determining service credits
and benefits due and payable to the Executive under the Company’s retirement income,
supplemental executive retirement and other benefit plans of the Company applicable to the
Executive, his dependents or his beneficiaries immediately prior to the Termination Date.
If and to the extent that any benefit described in subsections (A) and (B) of this Section
4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement
of the Company or any Subsidiary, as the case may be, then the Company will itself pay or
provide for the payment to the Executive, his dependents and beneficiaries, of such Employee
Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits
otherwise receivable by the Executive pursuant to the subsection (A) of this Section
4(a)(ii) will be



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reduced to the extent comparable welfare benefits are actually received by the Executive
from another employer during the Continuation Period, and any such benefits received by the
Executive shall be reported by the Executive to the Company.




     (b) 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 Executive provided for in this
Agreement, except as expressly provided in the last sentence of Section 4(a)(ii).




     (c) Without limiting the rights of the Executive at law or in equity, if the Company
fails to make any payment or provide any benefit required to be made or provided hereunder
on a timely basis, the Company will pay interest on the amount or value thereof at an
annualized rate of interest equal to the so-called composite “prime rate” as quoted from
time to time during the relevant period in the Midwest Edition of The Wall Street
Journal. Such interest will be payable as it accrues on demand. Any change in such
prime rate will be effective on and as of the date of such change.




     (d) Notwithstanding any other provision hereof, the parties’ respective rights and
obligations under this Section 4 and under Section 7 will survive any termination or
expiration of this Agreement following a Change in Control or the termination of the
Executive’s employment following a Change in Control for any reason whatsoever.



               5. No Mitigation Obligation: The Company hereby acknowledges that it will be
difficult and may be impossible (a) for the Executive to find reasonably comparable employment
following the Termination Date, and (b) to measure the amount of damages which Executive may suffer
as a result of termination of employment hereunder. In addition, the Company 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 Company to the Executive in accordance with the terms of this
Agreement is hereby acknowledged by the Company to be reasonable and will be liquidated damages,
and the Executive will not be required to mitigate the amount of any payment provided for in this
Agreement 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 Executive hereunder or otherwise, except as expressly provided in the
last sentence of Section 4(a)(ii).



               6. Certain Additional Payments by the Company: (a) Anything in this Agreement to the
contrary notwithstanding, in the event that this Agreement shall become operative and it shall be
determined (as hereafter provided) that any payment or distribution by the Company or any of its
affiliates to or for the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any
other agreement, policy, plan, program or arrangement, including without limitation any stock
option, stock appreciation right or similar right, or the lapse or termination of any restriction
on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code (or any



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successor provision thereto) by reason of being considered “contingent on a change in ownership or
control” of the Company, within the meaning of Section 280G of the Internal Revenue Code (or any
successor provision thereto) or to any similar tax imposed by state or local law, or any interest
or penalties with respect to such tax (such tax or taxes, together with any such interest and
penalties, being hereafter collectively referred to as the “Excise Tax”), then the Executive shall
be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”);
provided, however, that no Gross-up Payment shall be made with respect to the
Excise Tax, if any, attributable to (A) any incentive stock option, as defined by Section 422 of
the Internal Revenue Code (“ISO”), granted prior to the execution of this Agreement, or (B) any
stock appreciation or similar right, whether or not limited, granted in tandem with any ISO
described in clause (A). The Gross-Up Payment shall be in an amount such that, after payment by
the Executive of all taxes (including any interest or penalties imposed with respect to such
taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.





     (b) Subject to the provisions of Section 6(f) hereof, all determinations required to be
made under this Section 6, including whether an Excise Tax is payable by the Executive and
the amount of such Excise Tax and whether a Gross-Up Payment is required to be paid by the
Company to the Executive and the amount of such Gross-Up Payment, if any, shall be made by a
nationally recognized accounting firm (the “Accounting Firm”) selected by the Executive in
his sole discretion. The Executive shall direct the Accounting Firm to submit its
determination and detailed supporting calculations to both the Company and the Executive
within 30 calendar days after the Termination Date, if applicable, and any such other time
or times as may be requested by the Company or the Executive. If the Accounting Firm
determines that any Excise Tax is payable by the Executive, the Company shall pay the
required Gross-Up Payment to the Executive within five business days after receipt of such
determination and calculations with respect to any Payment to the Executive. If the
Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at the
same time as it makes such determination, furnish the Company and the Executive an opinion
that the Executive has substantial authority not to report any Excise Tax on his federal,
state or local income or other tax return. As a result of the uncertainty in the
application of Section 4999 of the Internal Revenue Code (or any successor provision
thereto) and the possibility of similar uncertainty regarding applicable state or local tax
law at the time of any determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been made (an
“Underpayment”), consistent with the calculations required to be made hereunder. In the
event that the Company exhausts or fails to pursue its remedies pursuant to Section 6(f)
hereof and the Executive thereafter is required to make a payment of any Excise Tax, the
Executive shall direct the Accounting Firm to determine the amount of the Underpayment that
has occurred and to submit its determination and detailed supporting calculations to both
the Company and the Executive as promptly as possible. Any such Underpayment shall be
promptly paid by the Company to, or for the benefit of, the Executive within five business
days after receipt of such determination and calculations.



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     (c) The Company and the Executive shall each provide the Accounting Firm access to and
copies of any books, records and documents in the possession of the Company or the
Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise
cooperate with the Accounting Firm in connection with the preparation and issuance of the
determinations and calculations contemplated by Section 6(b) hereof. Any determination by
the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the
Company and the Executive.




     (d) The federal, state and local income or other tax returns filed by the Executive
shall be prepared and filed on a consistent basis with the determination of the Accounting
Firm with respect to the Excise Tax payable by the Executive. The Executive shall make
proper payment of the amount of any Excise Payment, and at the request of the Company,
provide to the Company true and correct copies (with any amendments) of his federal income
tax return as filed with the Internal Revenue Service and corresponding state and local tax
returns, if relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Company, evidencing such payment. If prior to the
filing of the Executive’s federal income tax return, or corresponding state or local tax
return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment
should be reduced, the Executive shall within five business days pay to the Company the
amount of such reduction.




     (e) The fees and expenses of the Accounting Firm for its services in connection with
the determinations and calculations contemplated by Section 6(b) hereof shall be borne by
the Company. If such fees and expenses are initially paid by the Executive, the Company
shall reimburse the Executive the full amount of such fees and expenses within five business
days after receipt from the Executive of a statement therefor and reasonable evidence of his
payment thereof.




     (f) The Executive shall notify the Company in writing of any claim by the Internal
Revenue Service or any other taxing authority that, if successful, would require the payment
by the Company of a Gross-Up Payment. Such notification shall be given as promptly as
practicable but no later than 10 business days after the Executive actually receives notice
of such claim and the Executive shall further apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid (in each case, to the extent
known by the Executive). The Executive shall not pay such claim prior to the earlier of (i)
the expiration of the 30-calendar-day period following the date on which he gives such
notice to the Company and (ii) the date that any payment of such amount with respect to such
claim is due. If the Company notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall:




               (i) provide the Company with any written records or documents in his possession
relating to such claim reasonably requested by the Company;



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               (ii) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without limitation accepting
legal representation with respect to such claim by an attorney competent in respect of the
subject matter and reasonably selected by the Company;




               (iii) cooperate with the Company in good faith in order effectively to contest such
claim; and




               (iv) permit the Company to participate in any proceedings relating to such claim;


provided, however, that the Company shall bear and pay directly all costs and
expenses (including interest and penalties) incurred in connection with such contest and shall
indemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax or
income tax, including interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. Without limiting the foregoing provisions of
this Section 6(f), the Company shall control all proceedings taken in connection with the contest
of any claim contemplated by this Section 6(f) and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim (provided, however, that the Executive may participate therein at his own
cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs the Executive to pay the tax claimed and sue for a
refund, the Company shall advance the amount of such payment to the Executive on an interest-free
basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise
Tax or income or other tax, including interest or penalties with respect thereto, imposed with
respect to such advance; and provided further, however, that any extension
of the statute of limitations relating to payment of taxes for the taxable year of the Executive
with respect to which the contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company’s control of any such contested claim shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.




               (g) If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section 6(f) hereof, the Executive receives any refund with respect to such claim, the Executive
shall (subject to the Company’s complying with the requirements of Section 6(f) hereof) promptly
pay to the Company the amount of such refund (together with any interest paid or credited thereon
after any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section 6(f) hereof, a determination is made that the Executive shall
not be entitled to any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial or refund prior to the expiration of 30
calendar days after such determination, then such advance shall be forgiven and



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shall not be required to be repaid and the amount of any such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive
pursuant to this Section 6.




               7. Legal Fees and Expenses. It is the intent of the Company that the Executive not be
required to incur legal fees and the related expenses associated with the interpretation,
enforcement or defense of Executive’s rights under this Agreement by litigation or otherwise
because the cost and expense thereof would substantially detract from the benefits intended to be
extended to the Executive hereunder. Accordingly, if it should appear to the Executive that the
Company has failed to comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes or threatens to take any action to declare this Agreement
void or unenforceable, or institutes any litigation or other action or proceeding designed to deny,
or to recover from, the Executive the benefits provided or intended to be provided to the Executive
hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of
Executive’s choice, at the expense of the Company as hereafter provided, to advise and represent
the Executive in connection with any such interpretation, enforcement or defense, including without
limitation the initiation or defense of any litigation or other legal action, whether by or against
the Company or any Director, officer, stockholder or other person affiliated with the Company, in
any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to the Executive’s entering into an
attorney-client relationship with such counsel, and in that connection the Company and the
Executive agree that a confidential relationship shall exist between the Executive and such
counsel. Without respect to whether the Executive prevails, in whole or in part, in connection
with any of the foregoing, the Company will pay and be solely financially responsible for any and
all attorneys’ and related fees and expenses incurred by the Executive in connection with any of
the foregoing.



               8. Employment Rights; Termination Prior to Change in Control: Nothing expressed or
implied in this Agreement will create any right or duty on the part of the Company or the Executive
to have the Executive remain in the employment of the Company or any Subsidiary prior to or
following any Change in Control. Any termination of employment of the Executive or the removal of
the Executive from the office or position in the Company following the commencement of any
discussion with a third person that ultimately results in a Change in Control shall be deemed to be
a termination or removal of the Executive after a Change in Control for purposes of this Agreement.



               9. Withholding of Taxes: The Company may withhold from any amounts payable under this
Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant
to any law or government regulation or ruling.



               10. Successors and Binding Agreement: (a) The Company 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 Company, by agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent the Company would be required to



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perform if no such succession had taken place. This Agreement will be binding upon and inure to
the benefit of the Company and any successor to the Company, including without limitation any
persons acquiring directly or indirectly all or substantially all of the business or assets of the
Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor
shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not
otherwise be assignable, transferable or delegable by the Company.





     (b) This Agreement will inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees and legatees.




     (c) This Agreement is personal in nature and neither of the parties hereto shall,
without the consent of the other, assign, transfer or delegate this Agreement or any rights
or obligations hereunder except as expressly provided in Sections 10(a) and 10(b) hereof.
Without limiting the generality or effect of the foregoing, the Executive’s right to receive
payments hereunder will not be assignable, transferable or delegable, whether by pledge,
creation of a security interest, or otherwise, other than by a transfer by Executive’s will
or by the laws of descent and distribution and, in the event of any attempted assignment or
transfer contrary to this Section 10(c), the Company shall have no liability to pay any
amount so attempted to be assigned, transferred or delegated.



               11. Notices: For all purposes of this Agreement, 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
Company (to the attention of the Secretary of the Company) at its principal executive office and to
the Executive 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.



               12. Governing Law: The validity, interpretation, construction and performance of this
Agreement 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.



               13. Validity: If any provision of this Agreement or the application of any provision
hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the
remainder of this Agreement 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.



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               14. Miscellaneous: No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing signed by the
Executive and the Company. No waiver by either party hereto at any time of any breach by the other
party hereto or compliance with any condition or provision of this Agreement to be performed by
such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations, oral or otherwise,
expressed or implied with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement. References to Sections are to references to
Sections of this Agreement.



               15. Counterparts: This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
agreement.



               16. Transaction Not Constituting Change in Control: In the event of a transaction
described in Section 1(c)(i) or 1(c)(ii) that would constitute a Change in Control but for a
determination by the Board pursuant to Section 1(c) that such transaction does not constitute a
Change in Control, prior to consummation of such transaction, the chief executive officer of the
Company shall provide the Compensation and Organization Committee of the Board (the “Committee”)
the proposed management organization for the resulting corporation or person. The chief executive
officer shall also advise the Committee with respect to the Executive’s position in the proposed
management organization. The Committee shall then determine if the Executive’s employment will be
terminated or the Executive will be assigned to a changed or different position as contemplated by
Section 3(b) hereof within a period of two years following consummation of the transaction. If the
Committee so determines that the Executive will be either terminated or assigned to a changed or
different position, then the Executive shall be entitled to payment of the full amount of severance
compensation provided by Section 4 hereof, payable in accordance with the provisions of such
Section 4, following such termination of the Executive’s employment by the Company or any
Subsidiary by which the Executive is employed or following the Executive’s resignation, if such
resignation occurs within 90 days following a change in the Executive’s position as contemplated
herein.



               IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the date first above written.



	 	 	 	 	 
	 	 	NATIONAL CITY CORPORATION
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 

David A. Daberko

Chairman and CEO
	 
	 	 	 	 
	 

	 	 	 	 

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