NATIONAL CITY CORP
EX-10.45
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<TYPE>EX-10.45
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<FILENAME>l21377aexv10w45.htm
<DESCRIPTION>EX-10.45
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><b>Exhibit&nbsp;10.45</b>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>NATIONAL CITY CORPORATION<BR>
RESTRICTED STOCK UNIT AWARD AGREEMENT<BR>
National City Corporation</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, National City Corporation (&#147;Corporation&#148;) currently has in effect the National
City Corporation Long-Term Cash and Equity Incentive Plan Effective April&nbsp;6, 2004 (the &#147;Plan&#148;); and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Article&nbsp;8 of the Plan provides for the award of restricted stock units (&#147;RSU&#146;s&#148;) to
employees of the Corporation and Subsidiaries as selected from time to time by the Corporation&#146;s
Compensation and Organization Committee or another committee appointed by the board of directors of
the Corporation (the &#147;Committee&#148;);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the individual identified as Grantee (&#147;Grantee&#148;) on the cover sheet that is attached
hereto and hereby made a part hereof (&#147;Cover Sheet&#148;) is a key employee of Corporation and/or a
Subsidiary (collectively and individually the &#147;Employers&#148;);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the execution of a RSU Award Agreement in the form hereof has been duly authorized by
the Committee;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Corporation desires reasonable protection for its confidential business
information and from competitive activity by Grantee; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Grantee agrees to accept an award of RSU&#146;s under the Plan subject to the terms of
this agreement;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, pursuant to the Plan, the Corporation hereby grants to the Grantee subject to
the terms and conditions of this agreement on the date listed on the Cover Sheet as the &#147;Grant
Date&#148; the number of RSU&#146;s as is stated in the Cover Sheet (the &#147;Award&#148;), subject to the terms and
conditions of the Plan and to the following terms, conditions, limitations and restrictions, and
the Corporation and the Grantee hereby agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The Award represents the right to receive shares of National City Corporation Common Stock
(&#147;Common Stock&#148;) subject to the terms and conditions set forth in this agreement. Each RSU
represents a hypothetical share of Common Stock. The RSU&#146;s will be credited to the Grantee in an
unfunded account established on the Corporation&#146;s books for the Grantee (the &#147;Account&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Upon the vesting date and the lapse of any restrictions on the RSU&#146;s set forth herein and
in the Plan, one share of Common Stock shall be issuable for each RSU on such date, subject to the
terms and provisions of this agreement and the Plan. Thereafter, the Corporation will
transfer such shares of Common Stock to the Grantee upon satisfaction of any required Tax
Withholding Obligations, as defined herein. The Grantee&#146;s Account shall be credited with such
additional RSU&#146;s to reflect any additional shares of equity securities which the Grantee would have
been entitled to receive had the Common Stock represented by RSU&#146;s credited to Grantee&#146;s Account
been issued and outstanding at the time of a share dividend, a merger or reorganization in which
the Corporation is the surviving corporation or any other change in capital structure, and such
additional RSU&#146;s shall also be a part of and shall be referred to as RSU&#146;s and shall be subject to
the vesting date restrictions set forth herein and in the Plan. Grantee shall receive a cash
payment equal to the amount of, and distributed at the same time as, any cash dividend or other
items of similar nature paid on, or issued with respect to, the Corporation&#146;s Common Stock. No
investment credit of any kind with respect to the RSU&#146;s shall be credited to the Grantee&#146;s Account
in any way or be paid to the Grantee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The RSU&#146;s may not be sold, exchanged, assigned, transferred, pledged or otherwise disposed
of by the Grantee except to the Corporation, except that the Grantee&#146;s rights with respect to the
RSU&#146;s may be transferred by will or pursuant to the laws of descent and distribution. Any attempted
transfer in violation of the provisions of this paragraph shall be void, the purported transferee
shall obtain no rights with respect to such RSU&#146;s and the RSU&#146;s subject to the attempted transfer
shall be forfeited.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The RSU&#146;s described in paragraph 2 of this agreement shall vest on the earlier of (i)
<B>&#091;insert vesting schedule&#093; </B>(ii)&nbsp;upon a Change in Control or (iii)&nbsp;upon the Grantee&#146;s retirement at
or after the age of 55 with 10 or more years of employment service with the Employers or the
Grantee&#146;s death or Disability. The date of any such Change of Control shall be determined by the
Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;In addition to any event resulting in forfeiture provided for in this agreement or the
Plan, all of the RSU&#146;s shall be forfeited upon the occurrence, prior to the time prescribed in
paragraph 4 of this agreement for the vesting of the RSU&#146;s, of any of the following events:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the Grantee ceases to be an Employee for any reason other than death or a Disability;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the Committee finds that the Grantee has been convicted of a felony or misdemeanor
involving fraud or dishonesty on the part of the Grantee towards the Employers; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the Grantee breaches the terms of paragraphs 9, 10, 12 or 13, but forfeiture shall
not be the Corporation&#146;s sole remedy for such breach.
</DIV>

<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">In the event of any forfeiture of RSU&#146;s, such RSU&#146;s shall be canceled and deducted from the
Grantee&#146;s Account.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;At such time as the RSU&#146;s vest, or prior to any event in connection with the Award that the
Corporation determines may result in any federal, state, local or foreign tax withholding
obligations of the Employers for the benefit of the Grantee (the &#147;Tax Withholding Obligation&#148;), the
Employers&#146; obligation to issue and deliver to the Grantee Common Stock shall be conditioned upon
the Grantee and the Employers having reached a mutual agreement in accordance with the Plan as to
any Tax Withholding Obligations. To the extent shares of Common Stock that have become issuable
are used to satisfy any Tax Withholding Obligations through a sale of shares as described herein,
such obligations shall be calculated using the Employer&#146;s minimum applicable statutory withholding
rates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <I>By sale of shares</I>. <B>Unless Grantee chooses to satisfy the Tax Withholding Obligation by
some other means in accordance with clause (ii)&nbsp;below, Grantee&#146;s acceptance of the Award
constitutes Grantee&#146;s instruction and authorization to the Corporation, and</B>
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>NATIONAL CITY CORPORATION<BR>
RESTRICTED STOCK UNIT AWARD AGREEMENT<BR>
National City Corporation</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>any brokerage firm determined acceptable to the Corporation, to sell on Grantee&#146;s behalf a
whole number of shares of Common Stock from those shares of Common Stock issuable to Grantee as the
Corporation determines to be appropriate to generate cash proceeds sufficient to satisfy the Tax
Withholding Obligation. </B>Such shares of Common Stock will be sold on the day the Tax Withholding
Obligation arises or as soon thereafter as practicable. Grantee will be responsible for all
broker&#146;s fees and other costs of sale, and Grantee agrees to indemnify and hold the Corporation
harmless from any losses, costs, damages or expenses relating to any such sale. Grantee
acknowledges that the Corporation or its designee is under no obligation to arrange for such sale
at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy
Grantee&#146;s Tax Withholding Obligation. Accordingly, Grantee agrees to pay to the Corporation as
soon as practicable, including through additional payroll withholding, any amount of the Tax
Withholding Obligation that is not satisfied by the sale of shares of Common Stock described above.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;<I>By check, wire transfer or other means</I>. At any time not less than five (5)&nbsp;business days
before any Tax Withholding Obligation arises, Grantee may elect to satisfy Grantee&#146;s Tax
Withholding Obligation by delivering to the Corporation an amount that the Corporation determines
is sufficient to satisfy the Tax Withholding Obligation by (a)&nbsp;wire transfer to such account as the
Corporation may direct, (b)&nbsp;delivery of a certified check payable to the Corporation or (c)&nbsp;such
other means as the Corporation may establish or permit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;Upon the vesting of the RSU&#146;s in accordance with paragraph 4 of this agreement, the
Corporation shall issue, subject to paragraph 6 hereof, certificates of unrestricted Common Stock
in the name of the Grantee at the time and in the manner provided in the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;It is the intention of the parties that this agreement shall not be subject to the Employee
Retirement Income Security Act of 1974, as amended (&#147;ERISA&#148;). Notwithstanding any other provision
of this agreement to the contrary, if a final nonappealable determination has been made by a court
of competent jurisdiction or an opinion of counsel has been rendered to the effect that this
agreement is not exempt from Parts 2, 3 and 4 of Title I of ERISA, all of the RSU&#146;s shall be
forfeited; provided, however, that upon such an occurrence the Committee may, in its discretion,
with respect to all or a portion of the RSU&#146;s, accelerate the vesting of the RSU&#146;s.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;Grantee acknowledges and agrees that in the performance of his or her duties of employment
with the Employers he or she may be in contact with customers, potential customers and/or
information about customers or potential customers of the Employers either in person, through the
mails, by telephone or by other electronic means. Grantee also acknowledges and agrees that trade
secrets and Confidential Information of the Employers, as defined in paragraph 9(c) of this
agreement, gained by Grantee during his or her employment with the Employers, have been developed
by the Employers through substantial expenditures of time, effort and financial resources and
constitute valuable and unique property of the Employers. Grantee further understands,
acknowledges and agrees that the foregoing makes it necessary for the protection of the Employers&#146;
businesses that Grantee not divert business or customers from the Employers and that the Grantee
maintain the confidentiality and integrity of the Confidential Information as hereinafter defined:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Grantee agrees that he or she will not, during his or her employment by the Employers
and for a period of one (1)&nbsp;year after such employment ends, no matter how terminated (the
&#147;Business Protection Period&#148;):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) directly or indirectly solicit, divert, entice or take away any customers,
business, patronage or orders of the Employers with whom the Grantee has had contact,
involvement or responsibility during his or her employment with the Employers<I>, </I>or attempt
to do so, for the sale of any product or service that competes with a product or service
offered by the Employers;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) directly or indirectly solicit, divert, entice or take away any potential
customer identified, selected or targeted by the Employers with whom the Grantee has had
contact, involvement or responsibility during his or her employment with the Employers, or
attempt to do so, for the sale of any product or service that competes with a product or
service offered by the Employers; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) accept or provide assistance in the accepting of (including, but not limited to,
providing any service, information, assistance or other facilitation or other involvement)
business, patronage or orders from customers or any potential customers of the Employers
with whom Grantee has had contact, involvement or responsibility on behalf of any third
party or otherwise for Grantee&#146;s benefit.
</DIV>

<DIV align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">Nothing contained in this paragraph 9(a) shall preclude Grantee from accepting employment with a
company, firm or business that competes with the Employers so long as the Grantee&#146;s activities
do not violate the provisions of subparagraphs 9(a)(i), 9(a)(ii) or 9(a)(iii) above or any of
the provisions of paragraphs 9(b) and 9(c) below.</DIV>


<DIV align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(b)&nbsp;Grantee agrees that he or she will not directly or indirectly at any time during or
after the term of this agreement solicit, induce, confer or discuss with any employee of the
Employers or attempt to solicit, induce, confer or discuss with any employee of the Employers
the prospect of leaving the employ of the Employers, termination of his or her employment with
the Employers or the subject of employment by some other person or organization. Grantee
further agrees that he or she will not directly</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>NATIONAL CITY CORPORATION<BR>
RESTRICTED STOCK UNIT AWARD AGREEMENT<BR>
National City Corporation</B>
</DIV>


<DIV align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">or indirectly at any time during or after the term of this agreement hire or attempt to hire any
employee of the Employers.</DIV>


<DIV align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">(c)&nbsp;Grantee will keep in strict confidence, and will not, directly or indirectly, at any
time during or after the term of this agreement, disclose, furnish, disseminate, make available
or use (except in the course of performing his or her duties of employment with the Employers)
any trade secrets or confidential business or technical information of the Employers or their
customers (the &#147;Confidential Information&#148;), without limitation as to when or how Grantee may
have acquired such information. The Confidential Information shall include the whole or any
portion or phase of any scientific or technical information, design, process, procedure,
formula, pattern, compilation, program, device, method, technique or improvement, or any
business information or plans, financial information, or listing of names, addresses or
telephone numbers, including without limitation, information relating to the Employers&#146;
customers or prospective customers, the Employers&#146; customer lists, contract information
including terms, pricing and services provided, information received as a result of customer
contacts, the Employers&#146; products and processing capabilities, methods of operation, business
plans, financials or strategy, and agreements to which the Employers may be a party. The
Confidential Information shall not include information that is or becomes publicly available
other than as a result of disclosure by the Grantee. Grantee specifically acknowledges that the
Confidential Information, whether reduced to writing or maintained in the mind or memory of
Grantee and whether compiled by the Employers and/or Grantee, derives independent economic value
from not being readily known to or ascertainable by proper means by others who can obtain
economic value from its disclosure or use, that reasonable efforts have been put forth by the
Employers to maintain the secrecy of such information, that such information is the sole
property of the Employers and that any retention and use of such information during or after the
Grantee&#146;s employment with the Employers (except in the course of performing his or her duties of
employment with the Employers) shall constitute a misappropriation of the Employers&#146; trade
secrets. Grantee further agrees that, at the time of termination of his or her employment he or
she will return to the Employers, in good condition, all property of the Employers, including,
without limitation, the Confidential Information. In the event that said items are not so
returned, the Employers shall have the right to charge Grantee for all reasonable damages,
costs, attorney&#146;s fees and other expenses incurred in searching for, taking, removing and/or
recovering such property. If the Grantee is requested or required (either verbally or in
writing) to disclose any Confidential Information, he or she shall promptly notify the Employers
of this request and he or she shall promptly provide the Employers with a copy of the written
request or a description of any verbal request so that the Employers may seek a protective order
or other appropriate remedy. If a protective order or other appropriate remedy is not obtained
in a reasonable period of time, the Grantee may furnish only that portion of the Confidential
Information that he or she is legally required to disclose.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;During the Business Protection Period (and for any extended period as provided in
paragraph 11 below) Grantee agrees to communicate the contents of this agreement to any person,
firm, association, or corporation that Grantee intends to be employed by, associated with or
represent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;If it shall be judicially determined that Grantee has violated any of his or her
obligations under paragraph 9 of this agreement, then the period applicable to the obligation which
he or she shall have been determined to have violated shall automatically be extended by a period
of time equal in length to the period during which said violation(s) occurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;Grantee acknowledges and agrees that the remedy at law available to Employers for breach
of any of his or her obligations under this agreement would be inadequate, and Grantee agrees and
consents that, in addition to any other rights or remedies that Employers may have at law or in
equity, temporary and permanent injunctive relief may be granted in any proceeding that may be
brought to enforce any provision contained in paragraphs 9 through 11 of this agreement, without
the necessity of proof of actual damage.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;Grantee acknowledges that Grantee&#146;s obligations under this agreement are reasonable in
the context of the nature of the Employers&#146; businesses and the competitive injuries likely to be
sustained by the Employers if Grantee violated such obligations. Grantee further acknowledges that
this agreement is made in consideration of, and is adequately supported by, the RSU Award, which
Grantee acknowledges constitutes new and good, valuable and sufficient consideration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;The failure of the Employers to enforce any provision of this agreement shall not be
construed to be a waiver of such provision or of the right of the Employers thereafter to enforce
each and every provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;Grantee shall not have any right in, to or with respect to any of the shares of Common
Stock (including any voting rights or rights with respect to dividends paid on the Common Stock)
issuable under the Award until the Award is settled by the issuance of such shares of Common Stock
to Grantee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;All provisions, terms, conditions, paragraphs, agreements and covenants (&#147;Provisions&#148;)
contained in this agreement are severable and, in the event any one of them shall be held to be
invalid, this agreement shall be interpreted as if such Provision was not contained herein,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>NATIONAL CITY CORPORATION<BR>
RESTRICTED STOCK UNIT AWARD AGREEMENT<BR>
National City Corporation</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">and such determination shall not otherwise affect the validity of any other Provision.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;As used in this agreement, Disability means &#147;Disability&#148; as defined in and entitling the
Grantee to initial benefits under the National City Long-term Disability Plan. All other
capitalized terms used but not defined in this agreement shall have the meanings ascribed to such
terms as set forth in the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;By entering into this agreement and accepting the Award, Grantee acknowledges that: (a)
the Plan is discretionary and may be modified, suspended or terminated by the Corporation at any
time as provided in the Plan; (b)&nbsp;the grant of the Award is a one-time benefit and does not create
any contractual or other right to receive future grants of awards or benefits in lieu of awards;
(c)&nbsp;all determinations with respect to any such future grants, including, but not limited to, the
times when awards will be granted, the number of RSU&#146;s subject to each award, the award price, if
any, and the time or times when each award will be settled will be at the sole discretion of the
Corporation; (d)&nbsp;Grantee&#146;s participation in the Plan is voluntary; (e)&nbsp;the value of the Award is an
extraordinary item which is outside the scope of Grantee&#146;s employment contract, if any; (f)&nbsp;the
Award is not part of normal or expected compensation for any purpose, including, without
limitation, for calculating any benefits, severance, resignation, termination, bonuses, pension or
retirement benefits or similar payments; (g)&nbsp;the future value of the Common Stock subject to the
Award is unknown and cannot be predicted with certainty, (h)&nbsp;neither the Plan, the Award nor the
issuance of the shares of Common Stock confers upon Grantee any right to continue in the employ of
(or any other relationship with) the Employers, nor do they limit in any respect the right of the
Employers to terminate Grantee&#146;s employment or other relationship with the Employers at any time,
and furthermore, the grant of the Award will not be interpreted to form an employment contract
between Grantee and the Employers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;The Account established for the Grantee under this agreement is an unfunded bookkeeping
account and is payable only in Common Stock of the Corporation. The Corporation is not required to
physically segregate any cash or securities or establish any separate funds to pay any benefits
under the agreement or the Plan. Nothing in this agreement or the Plan shall be deemed to create a
trust or fund of any kind or any fiduciary relationship.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;It is the Grantee&#146;s responsibility to execute this agreement (the &#147;Executed Agreement&#148;)
and deliver the Executed Agreement to the Corporate Human Resources Department at the address
listed on the Cover Sheet. If the Executed Agreement is not received by the Corporate Human
Resources Department within 90&nbsp;days after the Grant Date, this RSU Award shall terminate and this
agreement shall be null and void.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;The Grantee agrees that any action, claim, counterclaim, cross claim, proceeding or suit,
whether at law or in equity, whether sounding in tort, contract or otherwise, at any time arising
under or in connection with this agreement, the administration, enforcement or negotiation of this
agreement, or the performance of any obligations in respect of this agreement (each such action,
claim, counterclaim, cross claim, proceeding or suit, an &#147;Action&#148;), shall be brought exclusively in
a federal court or state court located in the city of Cleveland, Ohio. Each of the parties hereby
unconditionally submit to the jurisdiction of any such court with respect to each such Action and
hereby waive any objection each of the parties may now or hereafter have to the venue of any such
Action brought in any such court.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;This agreement shall be construed in accordance with, and governed by, the substantive
laws of the State of Ohio.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.&nbsp;For purposes of this agreement, the continuous employ of the Grantee with the Employers
shall not be deemed interrupted, and the Grantee shall not be deemed to have ceased to be an
employee of the Employers by reason of the transfer of his or her employment among the Employers.
Also a leave of absence approved by an Executive Officer for illness, military or governmental
service or other cause shall be considered as employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.&nbsp;Paragraphs 9 through 14, 16, 21 and 22 shall survive the termination of this agreement.
</DIV>


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