AGREEMENT TO TERMINATE CHANGE
IN CONTROL BENEFITS
THIS AGREEMENT TO
TERMINATE CHANGE IN CONTROL BENEFITS, dated as of November 30,
2006 by and between National City Corporation, a Delaware
corporation (“National City”), and William E. MacDonald
III (“Executive”).
WHEREAS, the
Executive and National City have previously entered into the
agreements listed in Exhibit A attached to this Agreement (the
“Agreements”);
WHEREAS, the
Executive has been awarded benefits pursuant to various benefit
plans maintained by National City that are listed in Exhibit A
(the “Benefit Plans” and together with the Agreements
the “Awarded Benefits”);
WHEREAS, the
Awarded Benefits provide for various benefits if a change in
control of National City occurs (as variously defined in the Award
Benefits), including, but not limited to, acceleration of vesting,
acceleration of the payment of a benefit, the payment of an
incentive award at a higher level than would otherwise occur, an
extension of time to exercise a benefit, and the lapsing of
restrictions that would otherwise continue (the “Change in
Control Benefits”)
WHEREAS, the
Executive no longer desires the Change in Control Benefits and has
requested that the Change In Control Benefits be terminated;
and
WHEREAS, the
Company is willing to terminate the Change In Control Benefits with
respect to the Executive;
NOW, THEREFORE, in
consideration of these premises and undertakings herein contained
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, National City and the
Executive, each intending to be legally bound, agree as
follows:
1. To
terminate any and all Change In Control Benefits with respect to
Executive.
2. Executive
releases and waives any and all claims, demands, rights and actions
he has or had against National City and any of its subsi
