NATIONAL CITY CORP
EX-10
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<TYPE>EX-10
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<FILENAME>l32414aexv10.htm
<DESCRIPTION>EX-10
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt">RELEASE AGREEMENT
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration of their mutual promises and agreements, and subject to the terms and
conditions set forth below in this agreement, National City Corporation, a Delaware corporation
(&#147;National City&#148;), and Jeffrey D. Kelly (&#147;Executive&#148;) hereby agree as follows:
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    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a. Executive agrees that his last day of active employment with National City and/or its
Affiliates will be September&nbsp;30, 2008 (the &#147;Separation Date&#148;). Beginning on the first pay
date following the Separation Date, National City will pay to Executive semi-monthly base
salary continuation payments of $30,208.33, to be paid through the pay cycle ending on
December&nbsp;31, 2008. Beginning on the pay cycle commencing January&nbsp;1, 2009, National City will
pay to Executive bi-weekly base salary continuation payments of $27,884.62 through the pay
cycle ending on September&nbsp;10, 2010 and a final payment of $41,826.74 on the pay cycle ending
September&nbsp;24, 2010 (The period of September&nbsp;30, 2008 through September&nbsp;24, 2010 being referred
to as the &#147;Salary Continuation Period&#148;). All payments shall be paid in the same manner as
employees of National City Bank are paid their base salary and subject to the limitations
contained in paragraph 12 herein.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>b. National City will make a lump sum payment to Executive in the amount of $1,087,500.00
on April&nbsp;10, 2009.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>National City will provide Executive those medical and dental benefits that are
provided to employees generally without regard to officer title, salary grade, level or
status, to the extent that those benefits and perquisites were provided to Executive prior
to the Separation Date for a period of thirty-eight (38)&nbsp;weeks following the Separation
Date. In the event that the Executive becomes employed by a new employer and is eligible
to receive health insurance and/or dental benefits (&#147;New Coverage&#148;) the welfare benefits
coverage provided under this paragraph shall be secondary to such New Coverage. National
City will pay no other benefits or expense reimbursements.</TD>
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    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive and National City acknowledge that Executive&#146;s rights under the National City
Corporation Deferred Compensation Plan (the &#147;Deferred Comp Plan&#148;) and the National City
Corporation Executive Savings Plan (the &#147;ESP&#148;), shall survive this agreement and that Executive
shall be deemed to be an active employee under the Deferred Comp Plan and the ESP through the
Salary Continuation Period. Executive&#146;s balances in the Deferred Comp Plan and the ESP shall
be paid to Executive in accordance with the terms of such plans and Executive&#146;s then current
elections.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="3%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive hereby agrees to have his participation and any rights, benefits or claims he has
in the National City Corporation Management Incentive Plan for Senior Officers (the &#147;MIP&#148;) for
any plan cycles beginning on or after January&nbsp;1, 2008 terminated as of the date hereof.
Executive will not be recommended to participate in any future plan cycles of the MIP.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive hereby agrees to have his participation and any rights, benefits or claims he has
in any plan cycle awards granted pursuant to the National City Corporation Long-Term Cash and
Equity Incentive Plan (the &#147;Long-Term Plan&#148;) terminated as of the date hereof. Executive will
not be recommended to participate in any future plan cycles of the Long-Term Plan.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="3%" nowrap align="left">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The termination of Executive&#146;s employment hereunder shall be an early retirement under the
National City Corporation Supplemental Executive Retirement Plan (the &#147;SERP&#148;). Executive shall
receive his SERP early retirement benefit in accordance with his current elections under the
plan.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of any and all stock option award agreements by and between Executive and
National City (the &#147;Stock Option Agreements&#148;), Executive&#146;s separation of employment shall be
treated as a &#147;negotiated termination,&#148; as and if that term is used. The parties acknowledge
that the
Stock Option Agreements shall survive the execution of this agreement and that Executive
retains the right to exercise each of his outstanding stock option grants in accordance with
the particular stock option agreement which governs the grant.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive and National City acknowledge that any and all restricted stock and restricted
stock units award agreements by and between them (the &#147;Restricted Stock Agreements&#148;) shall
survive the execution of this</TD>
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    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>agreement and that Executive shall retain any rights that he
possesses thereunder, including, but not limited to, any rights of a shareholder granted to shares of restricted stock, any rights to the payment of dividends or dividend equivalents,
and any rights that would arise from a change in control. The parties acknowledge that the
Compensation Committee has interpreted the word &#147;Employee&#148; for purposes of restricted stock
and restricted stock units award agreements, including the Restricted Stock Agreements to
include individuals who are receiving salary continuation payments. The parties further
acknowledge that Executive shall therefore, with respect to the Restricted Stock Agreements,
be deemed to remain in the continuous employ of National City throughout the Salary
Continuation Period set forth herein. Executive acknowledges that any outstanding restricted
stock or restricted stock units awards that have not vested by operation of the Restricted
Stock Agreements will be forfeited at the end of the Salary Continuation Period.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>National City shall continue to provide life insurance pursuant to the split dollar
agreement, as amended, or any other company paid life insurance on the same terms as provided
to similarly situated executives through the Separation Date. Executive&#146;s rights, if any, to
policy conversion and the Corporation&#146;s right to premium recovery shall be resolved according
to the terms of the split dollar life insurance agreement, as amended.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(a)&nbsp;National City shall provide Executive, at National City&#146;s sole expense, outplacement
services through Challenger, Gray &#038; Christmas, Inc., provided Executive begins using the
outplacement services by December&nbsp;31, 2009.</TD>
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    <TD width="4%">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>National City will provide for tax return preparation services provided to Executive
through Ayco Company L.P. (&#147;Ayco&#148;) in connection with tax years 2008, 2009 and 2010. Ayco will
provide those financial planning services provided to Executive by Ayco for calendar years
2008, 2009 and 2010 on the same basis and for similar services as have been historically
provided to the Executive.</TD>
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    <TD width="3%" nowrap align="left">11.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As of the date of this agreement, Executive hereby agrees to the termination of the Amended
and Restated Severance Agreement, entered into by and between National City Corporation and
Executive, dated September&nbsp;20, 2007.</TD>
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    <TD width="3%" nowrap align="left">12.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All payments of base salary, other compensation, benefits and perquisites shall be made less
withholding for all amounts that National City and/or its Affiliates are required to withhold
and all additional amounts that Executive has authorized National City and/or its Affiliates
to withhold. Each installment payment made under this agreement shall be deemed to be a
separate payment.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive waives any and all rights and/or claims to any payment, benefit, program,
perquisite, award or compensation that he is or may be entitled except as provided in
paragraphs 1 through 10 and 15 of this agreement.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive hereby and by the acceptance of any payments or receipt of any benefits in the
future thereby releases and waives any and all rights and claims that he may have at such time
against National City and/or its Affiliates arising out of his employment with National City
and/or its Affiliates, the cessation of his active work hereunder, the termination of his
employment hereunder, or any circumstances surrounding or statements made in connection with
the cessation of his active work, or the termination of his employment. This agreement
includes, but is not limited to, rights, benefits or claims under any
federal, state, or local law concerning employment relationships or employment
discrimination including rights under the Age Discrimination in Employment Act of 1967, 29
U.S.C. Section&nbsp;621, et seq., as amended.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">15.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This agreement does not include, and Executive does not waive any rights, benefits or claims
that Executive may have (a)&nbsp;under workers&#146; compensation laws, (b)&nbsp;pursuant to the
indemnification provisions contained in the by-laws of National City and/or its Affiliates (c)
as an additional insured under any director and officer policy that National City and/or its
Affiliates maintain or have maintained, (d)&nbsp;under any employee benefit or pension plans
governed by the Employee Retirement Income Security Act of 1974, as amended, in which
Executive participated prior to the date of this agreement, including, but not limited to,
National City&#146;s Savings and Investment Plan and the National City Non-contributory Retirement
Plan, (e)&nbsp;any rights under COBRA, (f)&nbsp;any payments, benefits, rights or claims arising under
this agreement or (g)&nbsp;his right to file a charge or participate in the investigation of any
charge of discrimination with any</TD>
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    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>state or federal agency charged with the enforcement of
discrimination laws (however, Executive agrees and understands that by entering into this
Agreement he does waive his right to recover any damages as a result of such charge(s)
including, but not limited to, attorney&#146;s fees and costs.).</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">16.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive acknowledges and agrees that in the performance of his duties of employment
Executive has acquired knowledge of National City&#146;s and/or its Affiliates&#146; strategic plans,
objectives and policies. Executive also acknowledges and agrees that trade secrets and
Confidential Information of National City and/or its Affiliates, as defined in paragraph 18 of
this agreement, gained by Executive during his employment with National City and/or its
Affiliates, have been developed by National City and/or its Affiliates through substantial
expenditures of time, effort and financial resources and constitute valuable and unique
property of National City and/or its Affiliates. Executive further understands, acknowledges
and agrees that the foregoing makes it necessary for the protection of National City and/or
its Affiliates&#146; businesses that Executive not divert business or customers from National City
and/or its Affiliates and Executive maintain the confidentiality and integrity of the
Confidential
Information. Executive agrees that he will not, from the date of this agreement through
the second anniversary of the Separation Date (the &#147;Business Protection Period&#148;):</TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) directly or indirectly solicit, divert, entice or take away any customers,
clients, businesses, patronage or orders from any customers, clients or businesses with
whom the Executive has had contact, involvement or responsibility during Executive&#146;s
employment with National City and/or its Affiliates<I>, </I>or attempt to do so, on behalf of
any person (including Executive), firm, association, or corporation for the sale of any
product or service that competes with, is the same as, similar to, or a substitute for,
any product or service offered by National City and/or its Affiliates,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) directly or indirectly solicit, divert, entice or take away any potential
customer identified, selected or targeted by National City and/or its Affiliates with
whom the Executive has had contact, involvement or responsibility during Executive&#146;s
employment with National City and/or its Affiliates, or attempt to do so, for the sale
of any product or service that competes with, is the same as, similar to, or
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">a
substitute for, any product or service offered by National City and/or its Affiliates,
or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) 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
National City and/or its Affiliates with whom Executive has had contact, involvement or
responsibility on behalf of any person (including Executive), firm, association, or
corporation, any third party or otherwise for Executive&#146;s benefit.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Nothing contained in this paragraph shall preclude Executive from accepting employment with
a company, firm, or business that competes with National City and/or its Affiliates so long
as the Executive&#146;s activities do not violate the provisions of this paragraph or any of the
provisions of paragraphs 17 and 18 below.
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    <TD width="3%" nowrap align="left">17.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive agrees that he will not directly or indirectly at any time during the Business
Protection Period (or as that period is extended
pursuant to the provisions of paragraph 20 herein) solicit, induce, confer or discuss with any
employee of National City and/or its Affiliates or attempt to solicit, induce confer or discuss
with any employee of National City and/or its Affiliates the prospect of leaving the employ of
National City and/or its Affiliates, termination of his or her employment with National City
and/or its Affiliates, or the subject of employment by some other person or organization.
Executive further agrees that he will not directly or indirectly at any time during the
Business Protection Period attempt to hire or hire any employee of National City and/or its
Affiliates.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">18.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive will keep in strict confidence, and will not, directly or indirectly, at any time
during or after the Business Protection Period, disclose, furnish, disseminate, make available
or use (except in the course of performing his duties of employment with National City and/or
its Affiliates) any trade secrets or confidential business or technical information of
National City and/or its Affiliates or their customers (the &#147;Confidential Information&#148;),
without limitation as to when or how Executive may have acquired such information. The
Confidential Information shall include the whole or any</TD>
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    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 National City&#146;s customers or prospective customers,
National City&#146;s and/or its Affiliates&#146; customer list, contract information including terms,
pricing and services provided, information received as a result of customer contacts, National
City&#146;s and/or its Affiliates&#146; products and processing capabilities, methods of operation,
business plans, financials or strategy, and agreements to which National City and/or its
Affiliates 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 Executive in
violation of this provision. Executive specifically acknowledges that the Confidential
Information, whether reduced to writing or maintained in the mind or memory of Executive and
whether compiled by National City and/or its Affiliates and/or Executive, 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 National City and/or its Affiliates to maintain the secrecy of such
information, that such information is the sole property of National City and/or its
Affiliates and that any retention and use of such information during or after the
Executive&#146;s employment with National City and/or its Affiliates (except in the course of
performing his duties of employment with National City and/or its Affiliates) shall
constitute a misappropriation of National City&#146;s and/or its Affiliates&#146; trade secrets.
Executive further agrees that, on or before the Separation Date he will return to National
City and/or its Affiliates, in good condition, all property of National City and/or its
Affiliates, including, without limitation, the Confidential Information other than as it
relates to the personal information of the Executive. In the event that said items are not
so returned, National City and/or its Affiliates shall have the right to charge Executive
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 Executive is requested or
required (either verbally or in writing) to disclose any Confidential Information, he shall
promptly notify National City and/or its Affiliates of this request and he shall promptly
provide National City with a copy of the written request or a description of any verbal
request so that National City</TD>
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    <TD>and/or its Affiliates 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 Executive may furnish only that portion of the Confidential
Information that he is legally required to disclose.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
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    <TD width="3%" nowrap align="left">19.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If at any time during the Salary Continuation Period the Executive violates any of the
provisions contained in paragraphs 16, 17 or 18 herein or in any of Executive&#146;s stock option
or restricted stock award agreements, National City may terminate the salary continuation
payments, the Salary Continuation Period and any remaining obligations National City may have
with respect to paragraphs 1, 2, 8 and 10 herein. Further, if Executive violates any of the
provisions contained in paragraphs 16, 17, or 18 herein or in any of Executive&#146;s
stock option or restricted stock award agreements, Executive shall pay to National City
within thirty (30)&nbsp;days of such violation damages in an amount equal to the salary
continuation payments actually received (including any tax withholdings for the benefit of
the Executive) by executive under this agreement. It is understood and agreed that such
amount is to be in excess of any other damages or relief to which National City may be
entitled as a result of such violation, including, but not limited to, the relief set forth
in paragraph 24 herein.</TD>
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<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">20.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If it shall be judicially determined that Executive has violated any of his obligations under
paragraphs 16, 17 and 18 of this agreement, then the period applicable to the obligation which
he shall have been determined to have violated shall automatically be extended by a period of
time equal to the period during which said violation(s) occurred.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">21.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>While the restrictions set forth herein are considered by the parties to be reasonable in
all circumstances, it is recognized that restrictions may fail for reasons unforeseen, and
accordingly it is hereby agreed and declared that if any restrictions shall be adjudged to be
void as going beyond what is reasonable in all the circumstances, but would be valid if the
geographical area or temporal extent were reduced in part, or the range of activities or area
dealt with thereby reduced in scope, such restriction shall apply with such modification as may
be necessary to make it valid.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">22.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive acknowledges that Executive&#146;s obligations under this agreement are reasonable in
the context of the nature of National City and/or its Affiliates&#146; businesses and that the
competitive injuries are likely to be sustained by National City and/or its</TD>
</TR>


</TABLE>
</DIV>
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</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

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


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Affiliates if
Executive violated such obligations. Executive further acknowledges that this agreement is
made in consideration of, and is adequately supported by
the payments made hereunder, which Executive acknowledges constitutes new and good, valuable
and sufficient consideration.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>During the Business Protection Period (and for any extended period as provided in paragraph
20) Executive agrees to communicate the contents paragraphs 16 through 20 of this agreement to
any person, firm, association, or corporation that Executive intends to be employed by,
associated with, or represent.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">24.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive acknowledges and agrees that any remedy at law available to National City and/or
its Affiliates for breach of any of his obligations under this agreement would be inadequate,
and therefore agrees and consents that, in addition to any other rights or remedies that
National City and/or its Affiliates may have at law or in equity, temporary, preliminary and
permanent injunctive relief may be granted in any proceeding that may be brought to enforce
any provision contained in paragraphs 16 through 18 of this agreement, without the necessity
of proof of irreparable harm.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">25.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive acknowledges that he has been advised to consult an attorney and represents that he
has consulted an attorney prior to executing this agreement. Executive acknowledges that he
has been given a period of twenty-one (21)&nbsp;days, commencing July&nbsp;9, 2008, to consider this
agreement and the benefits he will be receiving prior to signing it.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">26.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive understands that he has seven (7)&nbsp;days after he signs this agreement to revoke it,
and that National City and/or its Affiliates cannot enforce this agreement until the seven (7)
days have passed and Executive has not revoked it. Executive&#146;s pay and benefits under this
agreement may be delayed until the seven (7)&nbsp;days have passed and Executive has not revoked
this agreement.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">27.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive agrees to make no statements, whether written or oral, nor take any action that
would result in the injury or impairment of the reputation or goodwill of National City and/or
its Affiliates.</TD>
</TR>


</TABLE>
</DIV>
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</DIV>

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


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">28.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As of the Separation Date, the Executive hereby resigns all officer titles, positions and
director positions he may hold with National City and/or its Affiliates.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">29.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this agreement, the term &#147;National City and/or its Affiliates&#148; means National
City, its subsidiaries and affiliates, and their current and former officers, directors, and
employees.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">30.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The release and waiver of all rights, benefits and claims covered by this agreement applies
to Executive and his estate.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">31.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive acknowledges that he has completely read, fully understands, and voluntarily signed
this agreement.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">32.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This agreement shall be governed by, and construed in accordance with, the laws of the State
of Ohio. Executive 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 out of or relating to this agreement including, but not limited to, 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 in the
State of Ohio Court of Common Pleas located in Ohio. Each of the parties hereby
unconditionally: (i)&nbsp;submits to the personal jurisdiction of such courts; (ii)&nbsp;consents to
service of process in connection with any action, suit or proceeding against Executive; and
(iii)&nbsp;waives any other requirement (whether imposed by statute, rule of court or otherwise)
with respect to personal jurisdiction, venue or service of process.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">33.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive represents and warrants that during his employment with National City and/or its
Affiliates he complied with the National City Code of Ethics.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">34.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This agreement contains the entire understanding of the parties with respect to the subject
matter of this agreement. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

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


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>parties with respect to the subject matter herein other
than those expressly set forth herein. This agreement binds and benefits the parties and
their successors, heirs, beneficiaries and assigns. This agreement may not be altered,
modified, or amended except by written instrument signed by each party.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on this 9th day of
July, 2008.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">National City Corporation<BR>
(&#147;National City&#148;)

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Peter E. Raskind
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Jeffrey D. Kelly
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman, President and CEO
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(&#147;Executive&#148;)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
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