THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of December 19, 1994, by and between
National City Corporation, a Delaware corporation (the "Company"), and (the "Executive").
WHEREAS, the Executive is a senior executive of the Company, is employed by the Company and/or a
Subsidiary (as defined below) and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case of most companies, the possibility of a Change in
WHEREAS, the Company desires to assure itself of both present and future continuity of management and
desires to establish certain minimum severance benefits for certain of its senior executive officers and other key
employees, including the Executive, applicable in the event of a Change in Control;
WHEREAS, the Company wishes to ensure that its senior executives and other key employees are not
practically disabled from discharging their duties in respect of a proposed or actual transaction involving a Change
in Control; and
WHEREAS, the Company desires to provide additional inducement for the Executive to continue to remain in the
ongoing employ of the Company.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Certain Defined Terms: In addition to terms defined elsewhere herein, the following terms have the following
meanings when used in this Agreement with initial capital letters:
(a) "Base Pay" means the Executive's annual base salary at a rate not less than the Executive's annual fixed or
base compensation as in effect for Executive immediately prior to the occurrence of a Change in Control or such
higher rate as may be in effect from time to time.
(b) "Cause" means that, prior to any termination pursuant to Section 3(a) hereof, the Executive shall have
(i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his