RELEASE AND SEPARATION AGREEMENT

EXHIBIT 10.51

RELEASE AND
SEPARATION AGREEMENT

     In consideration of the mutual promises and agreements, and subject to the terms and conditions set forth below in this agreement, National City Corporation, a Delaware corporation (“National City”), and John D. Gellhausen (“Executive”) hereby agree as follows:

1.		Executive’s last day of active work shall be January 5, 2007 (the “Separation Date”). Executive shall be placed on an unpaid leave of absence from the Separation Date until six (6) months following the Separation Date. National City shall pay to Executive a lump-sum payment of $190,545.75 [12 times $15,666.66 plus interest on six (6) months of delayed salary continuation at an annual interest rate of 5%] six months following the Separation Date. National City shall also pay to Executive bi-monthly salary continuation payments of $15,666.66 subject to the limitations contained in paragraphs 12 and 32 herein, beginning on the first pay period following the sixth month after the Separation Date and ending on the later of (i) the first anniversary of the Separation Date or, (ii) the time Executive accepts any form of employment, not to go beyond the second anniversary of the Separation Date (the “Salary Continuation Period”), in the same manner as Executive’s base salary was paid prior to the Separation Date.
2.		During the Executive’s unpaid leave of absence and Salary Continuation Period, National City shall 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 were provided to Executive prior to the Separation Date (the “Welfare Benefits”). In the event that the Executive becomes employed by a new employer and is eligible to receive health insurance and/or dental benefits (“New coverage”) the Welfare Benefits coverage shall be secondary to such New Coverage. National City shall provide no other Welfare Benefits or expense reimbursements other than those set forth in this agreement.
3.		For purposes of the National City Corporation Deferred Compensation Plan, Amended and Restated Effective January 1, 2005 and the National City Corporation Executive Savings Plan (together, the “Deferred Plans”), Executive shall be deemed to be an active employee through the Salary Continuation Period. Executive’s balances in the Deferred Plans shall be paid to Executive in accordance with the Deferred Plans and Executive’s then current election(s). For purposes of the National City Corporation 2004 Deferred Compensation Plan (the “2004 Plan”), Executive shall be deemed to be an active employee through the Separation Date. Executive’s balance in the 2004 Plan shall be paid to Executive in accordance with the 2004 Plan and Executive’s then current election.
4.		Executive’s participation and any rights, benefits or claims he has in the National City Corporation Management Incentive Plan for Senior Officers (“Short-Term Plan”) shall terminate as of the date hereof. National City shall pay Executive a lump-sum payment of $376,000.00 in lieu of any payments pursuant to the Short-Term Plan. This payment shall be made on the day prior to the Separation Date.

5.		National City shall pay Executive a special performance bonus of a lump-sum payment of $300,000.00 on the day prior to the Separation Date.
6.		For purposes of vesting of any awards that have been made pursuant to the National City Corporation Retention Plan for Executive Officers (“Retention Plan”), Executive’s termination is a result of action initiated by National City other than for termination for cause. Any payment owed to Executive under the Retention Plan shall be paid in accordance with the Retention Plan.
7.		Executive’s 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 “Long-Term Plan”) shall terminate as of the date hereof. National City shall pay Executive a lump-sum payment of $574,000.00 on the day prior to the Separation Date and a lump-sum payment of $178,000.00 on the second anniversary of the Separation Date with such payments being made in lieu of any and all plan cycle awards under the Long-Term Plan. Executive will not be recommended to participate in any future plan cycles of the Long-Term Plan.
8.		Executive’s rights and any balances maintained under the Supplemental Cash Balance Pension Plan shall terminate and shall be forfeited as of the Separation Date.
9.		National City shall provide Executive, at National City’s sole expense, outplacement services through Challenger, Gray & Christmas, Inc., provided Executive begins using the outplacement services by December 31, 2006. National City shall pay or reimburse Executive the legal fees incurred for counseling and representation in connection with the termination of his employment and the negotiation of this agreement up to a maximum of $20,000.00 to be paid by National City no later than December 31, 2006.
10.		As approved by the Compensation and Organization Committee of the Board of Directors of National City, the transferability restrictions on the below listed restricted stock grants shall be terminated and the Executive shall become vested in the stock as of the Separation Date:

			April 22, 2002 grant of 12,160 restricted shares that would have otherwise vested on April 22, 2008;
			August 31, 2005 grant of 4,772 restricted shares that would have otherwise vested on August 31, 2008; and
			March 15, 2006 grant of 5,064 restricted stock units that would have otherwise vested on March 1, 2007.

		All other non-vested restricted stock grants or portions of grants shall be forfeited in accordance with their terms.
11.		Executive’s separation of employment shall be treated as a “negotiated termination,” as that term is used in the stock option award agreements by and between Executive and National City.

12.		All payments to be made and benefits provided to Executive shall be made less withholding for all amounts that National City is required to withhold and for all additional amounts that Executive has authorized National City to withhold.
13.		The Severance Agreement entered into by and between National City Corporation and Executive dated December 16, 2002 shall terminate as of the Separation Date.
14.		By accepting the payments set forth in this agreement, Executive releases and waives any and all rights and claims that he may have against National City and/or its Affiliates, arising out of his employment with National City and/or its Affiliates, the cessation of his 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 621, et seq., as amended.
15.		This agreement does not include and Executive does not waive any rights, benefits or claims that Executive may have (a) under workers’ compensation laws, (b) pursuant to the indemnification provisions contained in the by-laws of National City, (c) as an additional insured under any director and officer policy that National City maintains or has maintained, (d) under any qualified retirement plans in which Executive participated while employed by National City, or (e) any claims arising under this agreement.
16.		Executive acknowledges and agrees that in the performance of his duties of employment Executive has been brought into contact with customers, Potential Customers, as defined below, and/or information about customers or Potential Customers of National City, either in person, through the mails, by telephone or by other electronic means. Executive also acknowledges and agrees that trade secrets and Confidential Information of the Employers, as defined in Subsection 16(c) of this agreement, gained by Executive during his employment with National City, has been developed by National City through substantial expenditures of time, effort and financial resources and constitute valuable and unique property of National City. Executive further understands, acknowledges and agrees that the foregoing makes it necessary for the protection of National City’s businesses that Executive not divert business or customers from National City and/or its affiliates and that the Executive maintain the confidentiality and integrity of the Confidential Information:

a.

Executive shall not, during his employment with National City and through the Salary Continuation Period (the “Business Protection Period”):

i.

Directly or indirectly solicit, divert, entice or take away any customers, clients, businesses, patronage or orders