<PAGE>
                                                                   EXHIBIT 10.35

                                 AMENDMENT NO. 1
                              TO THE NATIONAL CITY
                           SAVINGS AND INVESTMENT PLAN
               (as amended and restated effective January 1, 2001)
       ------------------------------------------------------------------



      National City Corporation, a Delaware corporation, and National City Bank,
a national banking association, Trustee, hereby evidence the adoption of this
Amendment No. 1 to the National City Savings and Investment Plan, as amended and
restated effective January 1, 2001 (the "Plan").

                                    Part One

1. Effective September 25, 2002, Paragraph (1) of Section 5.6 of the Plan is
hereby amended by deleting the last sentence therein in its entirety.

2. Effective January 1, 2003, Section 3.1 of Article III of the Plan is hereby
amended by the deletion of the first sentence of said Section 3.1 and the
substitution in lieu thereof of a new sentence to read as follows:

      "Upon enrollment pursuant to Section 2.2, a Participant shall agree
      pursuant to a Salary Reduction Agreement to have his Employer make
      Before-Tax Contributions to the Trust of up to 20% of his unreduced
      Credited Compensation (in 1% increments) by means of pay period payments
      of the elected percentage."

3. Effective January 1, 2002, Section 6.15 of the Plan is hereby amended by
deletion of Paragraph (a) thereunder and the substitution in lieu thereof of a
new Paragraph (a) to read as follows:

      "(a) Notwithstanding any provision of the Plan to the contrary that would
      otherwise limit a Distributee's election under this Section 6.15, a
      Distributee may elect, at the time and in the manner prescribed by the
      plan administrator, to have any portion of an Eligible Rollover
      Distribution paid directly to an Eligible Retirement Plan specified by the
      Distributee in a Direct Rollover."
<PAGE>
4. Effective January 1, 2002, Section 1.1 of Article I of the Plan is hereby
amended by the deletion of paragraph (15)(a) thereunder and the substitution of
a new paragraph (15)(a) to read as follows:

      "(a) Regular salary and regular straight-time hourly wages paid by an
      Employer to an Employee. Unless otherwise provided in the Plan, an
      Employee's Credited Compensation shall be calculated prior to any
      reduction thereof made pursuant to a Salary Reduction Agreement under the
      Plan or any similar agreement under Section 125, 132(f)(4), 402(e)(3),
      401(h) or 403(b) of the Code. In addition, "Credited Compensation" shall
      include Variable Pay paid by an Employer to an Employee; provided,
      however, that except as provided in the following sentence, the amount of
      Variable Pay included in an Employee's Credited Compensation shall be
      limited to $75,000. Notwithstanding the foregoing sentence, with respect
      to periods while an Employee is classified by an Employer as being in one
      of the employment classifications listed below, effective for the times
      specified below applicable to each such classification, "Credited
      Compensation" shall include all Variable Pay paid by the Employer for work
      performed in that employment classification, provided that the total
      Credited Compensation taken into account under the Plan for any Plan Year
      for such an Employee shall be limited to the dollar amount set forth below
      opposite the employment classification applicable to the Employee.

<TABLE>
<CAPTION>
                                                                Maximum Amount of Credited
         Effective                     Employment                 Compensation Taken into
           times                      Classification                 Account Per Year
           -----                      --------------                 ----------------
<S>                         <C>                                 <C>
      1/1/2001 & after      Institutional Financial Consultant I          $150,000
                              (020107)
      1/1/2001 & after      Institutional Financial Consultant II         $150,000
                              (020108)
      1/1/2001 & after      Institutional Financial Consultant III        $150,000
                              (020109)
      1/1/2001 & after      Financial Consultant Sales Manager I          $150,000
                              (013182)
      1/1/2001 & after      Financial Consultant Sales Manager II         $150,000
                              (013184)
      1/1/2001 through      Financial Consultant Sales Manager III        $150,000
            12/31/2002        (013186)
      1/1/2001 & after      Financial Consultant I (013187)               $150,000

      1/1/2001 & after      Financial Consultant II (013188)              $150,000

      1/1/2001 & after      Financial Consultant III (013189)             $150,000

      1/1/2001 through      Institutional Equity Rep III (020128)         $150,000
           12/31/2002
      1/1/2001 & after      Financial Consultant/Syndicate Manager        $150,000
                              (020131)
      1/1/2003 & after      Market Financial Advisor I (021978)           $150,000

      1/1/2003 & after      Market Financial Advisor II (021983)          $150,000
</TABLE>


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<PAGE>
<TABLE>
<S>                         <C>                                           <C>
      1/1/2003 & after      NatCity Site Manager (022051)                 $150,000
</TABLE>


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<PAGE>
                                    Part Two

      Part Two of this Amendment reflects certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA) and the Community
Renewal Tax Relief Act of 2000 ("CRA"). This Part Two of this Amendment is
intended as good faith compliance with the requirements of EGTRRA and CRA and is
to be construed in accordance with EGTRRA, CRA and guidance issued thereunder.
Except as otherwise provided, the provisions of Part Two of this Amendment shall
be effective as of the first day of the first Plan Year beginning after December
31, 2001. The provisions of this Part Two of this Amendment shall supercede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of Part Two of this Amendment.

5. Subsection (15) of Section 1.1 of the Plan is hereby amended by the deletion
of Paragraph (b) thereunder and the substitution of a new Paragraph (b) to read
as follows:

            "(b) Notwithstanding the foregoing provisions of this Subsection,
      the annual Credited Compensation of an Employee taken into account for any
      purpose for any Plan Year beginning after December 31, 2001, shall not
      exceed $200,000, as adjusted for cost of living increases in accordance
      with Code section 401(a)(17(B). Annual Credited Compensation means
      Credited Compensation during the Plan Year or such other consecutive
      12-month period over which Credited Compensation is otherwise determined
      under the Plan (the determination period). The cost of living adjustment
      in effect for a calendar years applies to the annual Credited Compensation
      for the determination period that begins with or within such calendar
      year."

6. Subsection (2) of Section 3.4 of the Plan is hereby amended by the deletion
of the first sentence therein and the substitution of a new first sentence to
read as follows:

            "The Trustee shall also, at the direction of the Committee, accept
      direct rollovers to the Plan pursuant to Code Sections 401(a)(31) and
      402(c) (subject to the limit set forth in Code Section 402(c)(2)
      determined without application of subparagraphs (A) and (B) thereunder),
      from any trust held under a Comparable Plan in which the Employee was a
      participant, provided that such direct rollover is made by a Covered
      Employee."

7. Section 4.9 of the Plan is hereby amended by the deletion of Subsection (1)
thereunder and the substitution of a new Subsection (1) to read as follows:

            "(1) Notwithstanding the provisions of Article III or the foregoing
      provisions of this Article IV, the annual addition that may be contributed
      or allocated to a Participant's Account under the Plan for any Plan Year
      (which shall be the limitation year) shall not exceed the lesser of: (a)
      $40,000, as adjusted for increases in the cost-of-living under Code
      Section 415(d), or (b) 100 percent of the Participant's compensation for
      the Plan Year. The compensation limit referred to in (b) shall not apply
      to any contribution for medical benefits after separation from service
      (within the meaning of Code Section 401(h) or Code Section 419A(f)(2))
      which is otherwise treated as an annual addition."


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<PAGE>
8. Section 4.4 of the Plan is hereby amended by the addition of a new Subsection
(4) at the end thereof to read as follows:

            "(4) The multiple use test described in Treasury Regulation Section
      1.401(m)-2 and this Section 4.4 of the Plan shall not apply for Plan Years
      beginning after December 31, 2001."

9. Section 6.11 of the Plan is hereby amended by deletion of Paragraph (a)
thereunder and the substitution of a new Paragraph (a) to read as follows:

            "(a) the Participant is prohibited from making elective
      contributions and employee contributions to the Plan (or to any other
      qualified or nonqualified plan maintained by the Controlled Group) for a
      period of 6 months (or, for Hardship withdrawals made on or after January
      1, 2001 but prior to January 1, 2002, for a period of 6 months or until
      January 1, 2002, if later) following receipt of the Hardship withdrawal,
      and"

10. Article VI of the Plan is hereby amended by the deletion of Section 6.7
thereunder in its entirety.

11. Section 6.15 of the Plan is hereby amended by the deletion of Paragraphs
(b)(1) and (2) thereunder and the substitution of new Paragraphs (b)(1) and (2)
to read as follows:

            "(1) Eligible Rollover Distribution: An Eligible Rollover
      Distribution is any distribution of all or any portion of the balance to
      the credit of the Distributee, except that an Eligible Rollover
      Distribution does not include: any distribution that is one of a series of
      substantially equal periodic payments (not less frequently than annually)
      made for the life (or life expectancy) of the Distributee or the joint
      lives (or joint life expectancies) of the Distributee and the
      Distributee's designated beneficiary, or for a specified period of ten
      years or more; any distribution to the extent such distribution is
      required under Section 401(a)(9) of the Code; the portion of any
      distribution that is not includible in gross income (determined without
      regard to the exclusion for net unrealized appreciation with respect to
      employer securities); any amount that is distributed on account of
      Hardship; and any other such amounts specified in Treasury Regulations and
      rulings, notices or announcements issued under Code Section 402(c).
      Notwithstanding the foregoing, a portion of a distribution shall not fail
      to be an Eligible Rollover Distribution merely because the portion
      consists of After-Tax Contributions which are not includable in gross
      income. However, such portion may be transferred only to an individual
      retirement account or annuity described in Section 408(a) or (b) of the
      Code, or to a qualified defined contribution plan described in Section
      401(a) or 403(a) of the Code that agrees to separately account for
      accounts so transferred, including separately accounting for the portion
      of such distribution which is includible in gross income and the portion
      of such distribution which is not so includible.


                                       5
<PAGE>
            (2) Eligible Retirement Plan. An Eligible Retirement Plan is an
      individual retirement account described in Section 408(a) of the Code; an
      individual retirement annuity described in Section 408(b) of the Code; an
      annuity plan described in Section 403(a) of the Code; an annuity contract
      described in Section 403(b) of the Code; an eligible plan under Section
      457(b) of the Code which is maintained by a state, political subdivision
      of a state, or any agency or instrumentality of a state or political
      subdivision of a state and which agrees to separately account for amounts
      transferred into such plan from the Plan; or a qualified plan described in
      Section 401(a) of the Code, that accepts the Distributee's Eligible
      Rollover Distribution."

12. Section 14.1 of the Plan is hereby amended by the deletion of Subsection (9)
thereunder and the substitution of a new Subsection (9) to read as follows:

            "(9) Key Employee: An Employee or former Employee (including any
      deceased Employee) who at any time during the Plan Year that includes the
      Determination Date was (a) an officer of an Employer (limited to no more
      than 50 Employees (or, if lesser, the greater of 3 or 10 percent of the
      Employees)) having annual Compensation greater than $130,000 (as adjusted
      under Section 416(i)(1) of the Code for Plan Years beginning after
      December 31, 2002), (b) a 5-percent owner of an Employer, or (c) a
      1-percent owner of an Employer having annual Compensation of more than
      $150,000. The determination of who is a Key Employee will be made in
      accordance with Section 416(i)(1) of the Code and the applicable
      regulations and other guidance of general applicability issued
      thereunder."

13. Section 14.1 of the Plan is hereby amended by the deletion of Subsection
(13) thereunder and the substitution of a new Subsection (13) to read as
follows:

            "(13) Top-Heavy Account Balance: A Participant's (including a
      Participant who has received a total distribution from this Plan) or a
      Beneficiary's aggregate balance standing to his account as of the
      Valuation Date coinciding with or immediately preceding the Determination
      Date (as adjusted by the amount of any Employer Contributions made or due
      to be made after such Valuation Date but before the expiration of the
      extended payment period in Code Section 412(c)(10)), provided, however,
      that such balance shall include the aggregate distributions made to such
      Participant or Beneficiary during the 1-year period ending on the
      Determination Date (including distributions under a terminated plan which
      if it had not been terminated would have been included in a Required
      Aggregation Group). In the case of a distribution made for reason other
      than separation from service, death or disability, this provision shall be
      applied by substituting "5-year period" for "1-year period"; provided
      further, that if an Employee or former Employee has not performed services
      for any Employer maintaining the Plan at any time during the 1-year period
      ending on the Determination Date, his account (and/or the account of his
      Beneficiary) shall not be taken into account."

14. Section 14.5 of the Plan is hereby amended by the addition of a new
Subsection (7) to read as follows:


                                       6
<PAGE>
            "(7) Matching Employer Contributions shall be taken into account for
      purposes of satisfying the minimum contribution requirements of Section
      416(c)(2) of the Code and Subsections (2) and (3) of the Plan. The
      preceding sentence shall apply with respect to Matching Employer
      Contributions under the Plan or, in accordance with Section 14.7, with
      respect to Matching Employer Contributions under another plan. Matching
      Employer Contributions that are used to satisfy the minimum contribution
      requirements shall be treated as Matching Employer Contributions for
      purposes of the actual contribution test and other requirements of Section
      401(m) of the Code."

15. Section 14.7 of the Plan is hereby amended by the deletion of Subsection (2)
and the addition of a new Subsection (2) to read as follows:

            "(2) In the event that another Defined Contribution Plan (including
      a Defined Contribution Plan that consists solely of a cash or deferred
      arrangement which meets the requirements of Section 401(k)(12) of the Code
      and matching contributions with respect to which the requirements of
      Section 401(m) (11) of the Code are met) or Defined Benefit Plan
      maintained by the Controlled Group provides contributions or benefits on
      behalf of Participants in this Plan, such other plan(s) shall be taken
      into account in determining whether this Plan satisfies Section 14.4; and
      the minimum contribution required for a Non-Key Employee in this Plan
      under Section 14.5 will be reduced or eliminated, in accordance with the
      requirements of Code Section 416 and the Regulations thereunder, if a
      minimum contribution or benefit is made or accrued in whole or in part in
      respect of such other plan(s)."

16. Section 4.9(3) of the Plan is hereby amended by the addition of a new
sentence at the end thereof to read as follows:

      "For Plan Years beginning on and after January 1, 2001, compensation paid
      or made available during such Plan Years shall include elective amounts
      that are not includible in the gross income of an Employee by reason of
      Section 132(f)(4) of the Code."

17. Effective January 1, 2002, Article IX of the Plan is amended by the deletion
of Sections 9.2 and 9.3 thereof and the substitution of new Sections 9.2 and 9.3
to read as follows:

            "9.2 Notification to Claimant. Unless such claim is allowed in full
      by the Committee, the Committee shall, within 90 days after such claim was
      filed (plus an additional 90 days in the event special circumstances are
      applicable, provided that notice of such extension of time indicating the
      specific circumstances requiring the extension and the date by which a
      decision shall be rendered is given to the claimant within the first
      90-day period) cause written notice to be mailed to the claimant of the
      total or partial denial of the claim. Such notice shall be written in a
      manner calculated to be understood by the claimant and shall state (a) the
      specific reasons(s) for the denial of the claim, (b) specific reference(s)
      to pertinent provisions of the Plan and/or Trust Agreement on which the
      denial of the claim was based, (c) a description of any additional
      material or


                                       7
<PAGE>
      information necessary for the claimant to perfect the claim and an
      explanation of why such material or information is necessary, (d) an
      explanation of the review procedure specified in Section 9.3 of the Plan;
      and (e) a statement of the claimant's right to sue under ERISA.

            9.3 Review Procedure. Within 180 days after the denial of his claim,
      the claimant (or the claimant's authorized representative) may appeal such
      denial by filing with the Company his written request for a review of his
      said claim. If the claimant does not file such a request with the Company
      within such 180-day period, the claimant shall be conclusively presumed to
      have accepted as final and binding the initial decision of the Committee
      on his claim. If such an appeal is so filed within such six months, an
      appropriate Named Fiduciary designated by the Company shall (a) conduct a
      full and fair review of such claim and the adverse benefits determination
      and (b) mail or deliver to the claimant a written decision on the matter
      based on the facts and pertinent provisions of the Plan and/or Trust
      Agreement within a period of 60 days after the receipt of the request for
      review unless special circumstances require an extension of time, in which
      case such decision shall be rendered not later than 120 days after receipt
      of such request. If an extension of time for review is required, written
      notice of the extension shall be furnished to the claimant prior to the
      commencement of the extension. Such decision (i) shall be written in a
      manner calculated to be understood by the claimant, (ii) shall state the
      specific reason(s) for the decision, (iii) shall make specific
      reference(s) to pertinent provisions of the Plan and/or Trust Agreement on
      which the decision is based (iv) shall advise the claimant of his right to
      receive information and copies of documents relevant to the claim (even if
      such information was not relied on in making determinations) and (v) shall
      inform the claimant of his right to sue under ERISA. To the extent
      permitted by applicable law, the determination upon review shall be final
      and binding on all interested persons. During such full review, the
      claimant or his duly authorized representative shall be provided with
      reasonable access to, and copies of, all documents, records, and other
      information relevant to his claim without charge (including items not used
      in the determination, even if not relied on in making the final
      determination or items demonstrating consistent application and compliance
      with the Plan's administrative processes and safeguards) and shall have
      the opportunity to submit issues and comments in writing."


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<PAGE>
      Executed at Cleveland, Ohio this _______ day of _________, 2002.


NATIONAL CITY BANK, TRUSTEE               NATIONAL CITY CORPORATION


By:_____________________________          By:_________________________________

Title:__________________________          Title:______________________________

                                          By:_________________________________

                                          Title:______________________________


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