<PAGE>
                                                                   Exhibit 10.32

                               SEVERANCE AGREEMENT

      THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of __, 2004, by and
between National Processing, Inc., an Ohio corporation (the "Company"), and
_______ (the "Executive"). This Agreement supersedes any other Severance
Agreement between the Company and the Executive.

                                   WITNESSETH:

      WHEREAS, the Executive is a senior executive of 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.

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                                                                   Exhibit 10.32

            (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/her duties or in the course of
                        his/her 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 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/her action or omission was in the best
                        interest of the Company. Nothing herein will limit the
                        right of the Executive or his/her beneficiaries to
                        contest the validity or propriety of any such
                        determination.

            (c)   "Change in Control" means the occurrence during the Term of
                  either of the following events:

                  (i)   The Company is merged, consolidated or reorganized into
                        or with another corporation or other legal person other
                        than NCC, a successor of NCC (direct or indirect, by
                        purchase, merger, consolidation, reorganization or
                        otherwise) ("Successor"), or an affiliate of NCC or of a
                        Successor and as a result of such merger, consolidation
                        or reorganization less than thirty percent of the
                        combined voting power of the then outstanding securities
                        of such resulting corporation or person immediately
                        after such transaction are held by NCC, a Successor or
                        an affiliate of NCC or of a Successor; or

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                                                                   Exhibit 10.32

                  (ii)  The Company sells or otherwise transfers all or
                        substantially all of its assets or the Company causes or
                        permits the sale or transfer of all or substantially all
                        of the assets of any Subsidiary that has assets equal to
                        or greater than eighty percent of the total assets of
                        the Company, as reported on a consolidated basis, to
                        another corporation or other legal person, and as a
                        result of such sale or transfer less than thirty 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 by NCC, a Successor
                        or an affiliate of NCC or of a Successor, provided,
                        however, that a Change in Control of NCC determined by
                        the standards set forth herein or otherwise shall not
                        constitute a Change in Control of the Company.

            (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 competition with the Company. "Competitive
                  Activity" will not include:

                  (i)   the mere direct or indirect beneficial ownership by
                        Executive's spouse or parent of securities individually
                        or in the aggregate of less than five percent (5%) of
                        the outstanding equity in any such enterprise and the
                        exercise of rights appurtenant thereto,

                  (ii)  participation in the management of any such enterprise
                        other than in connection with the competitive operations
                        of such enterprise or

                  (iii) participation in the management of any such enterprise
                        which has been authorized by the Board of Directors of
                        the Company.

            (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

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                                                                   Exhibit 10.32

                  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 Company's long-term incentive plan
                  and short-term incentive plan, if any), 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)   "NCC" means National City Corporation, a Delaware corporation.

            (h)   "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 second anniversary of the occurrence of the Change
                        in Control ;

                  (ii)  the Executive's death, or

                  (iii) the Executive's attainment of age 65.

            (i)   "Subsidiary" means an entity in which Company directly or
                  indirectly beneficially owns 50% or more of the outstanding
                  Voting Stock.

            (j)   "Term" means the period commencing as of the date hereof and
                  expiring as of the later of:

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                                                                   Exhibit 10.32

                  (i)   the close of business on May 15, 2006, or

                  (ii)  the expiration of the Severance Period; PROVIDED,
                        HOWEVER, that (A) commencing on May 15, 2005 and each
                        May 15 thereafter, the Term of this Agreement will
                        automatically be extended for an additional year unless,
                        not later than December 31 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 7,
                        if, prior to a Change in Control, the Executive ceases
                        for any reason to be an employee of the Company or 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(j), 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.

            (k)   "Voting Stock" means the then outstanding securities entitled
                  to vote generally in the election of directors of the Company.

      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:

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                                                                   Exhibit 10.32

                  (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):

                  (i)   Failure to elect or reelect or otherwise to maintain the
                        Executive in the office or the position, or a
                        substantially equivalent or higher level 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 the formula
                        for determining 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;

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                                                                   Exhibit 10.32

                  (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 9(a);

                  (v)   The Company or any Subsidiary by which Executive is
                        employed relocates its principal executive offices, or
                        requires the Executive to have his/her 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/her office in the
                        course of discharging his/her responsibilities or duties
                        hereunder at least 20% more (in terms of aggregate days
                        in any calendar year or in any calendar quarter when
                        annualized for purposes of comparison to any prior year)
                        than was required of Executive in any of the three full
                        years immediately

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                                                                   Exhibit 10.32

                        prior to the Change in Control without, in either case,
                        his/her 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/her 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 two (2) 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)) less the sum of (A) any and all
                        payments received by the Executive from the Company, any
                        Subsidiary, NCC, a Successor or an affiliate of NCC or a
                        Successor following the occurrence of a Change in
                        Control plus (B) any future payments to be made to the
                        Executive in accordance with any employment agreements
                        or contracts between the Company, a Subsidiary, NCC or
                        its affiliates, or a Successor and the Executive
                        (specifically excluding payments from any deferred
                        compensation plan).

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<PAGE>

                                                                   Exhibit 10.32

                  (ii)  (A) For twenty-four (24) months (the "Continuation
                        Period") following the occurrence of a Change in
                        Control, 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 occurrence of a Change in Control 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 Termination
                        Date occurs, for the purpose of determining service
                        credits and benefits due and payable to the Executive
                        under the Company's retirement, supplemental executive
                        retirement and other benefit plans of the Company
                        applicable to the Executive, his/her dependents or
                        his/her beneficiaries immediately prior to the
                        Termination Date. If beneficiaries 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/her 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 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).

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                                                                   Exhibit 10.32

            (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 6 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.

            (e)   If the Executive shall become entitled to the benefits
                  provided by Section 4(a)(i) and Section 4(a)(ii), then the
                  Executive may, by notice to the Company as provided by Section
                  10, be released from any covenant not-to-compete with the
                  Company that the Executive has theretofore undertaken;
                  provided, however, that if the Executive gives such notice for
                  relief from a covenant not-to-compete, then the benefits
                  provided by Section 4(a)(i) shall be reduced by an amount
                  equal to the sum of (A) Executive's 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)) and any remaining
                  benefits to be provided pursuant to Section 4(a)(ii) shall be
                  terminated; and provided further, however, that if Executive
                  shall have received payment of the benefit provided by Section
                  4(a)(i) prior to receipt by the Company of the notice
                  contemplated by this Section 4(e), then prior to and as a
                  condition precedent to Executive being relieved from any
                  covenant not to compete, the Executive shall reimburse Company
                  an amount of money equal (i) the sum of (A) Executive's 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)
                  less any non-recoverable income taxes paid by Executive
                  relating to that portion of his 4(a)(i) payment. The waiver of
                  any covenant not-to-compete contemplated by this Section 4(e)
                  shall not include any

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                                                                   Exhibit 10.32

                  covenant by Executive to maintain and not misapply any of the
                  Company's confidential business information.

      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.    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

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                                                                   Exhibit 10.32

            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.

      7.    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.

      8.    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.

      9.    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 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,

                                     - 12 -
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                                                                   Exhibit 10.32

                  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
                  9(a) and 9(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 last of descent and distribution and, in the event of
                  any attempted assignment or transfer contrary to this Section
                  9(c), the Company shall have no liability to pay an amount so
                  attempted to be assigned, transferred or delegated.

      10.   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/her 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.

      11.   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 Commonwealth of

                                     - 13 -
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                                                                   Exhibit 10.32

            Kentucky, without giving effect to the principles of conflict of
            laws of such Commonwealth.

      12.   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.

      13.   MISCELLANEOUS: No provision of this Agreement may be modified,
            waived or discharged unless such waiver, modification or discharge
            is agreed to in writing and 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 to 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.

      14.   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.

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

NATIONAL PROCESSING, INC.                 Executive

By: _____________________________         __________________________
Its _____________________________

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