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                                                                   EXHIBIT 10.34



               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

               (As Amended and Restated Effective January 1, 2001)


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               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

         National City Corporation, a Delaware corporation, hereby adopts this
amendment and restatement of its profit sharing plan known as the National City
Savings and Investment Plan No. 2 (the "Plan") effective as of January 1, 2001.


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                   ARTICLE I. - DEFINITIONS AND CONSTRUCTION

      1.1   Definitions. The following terms when used in the Plan and the Trust
Agreement with initial capital letters, unless the context clearly indicates
otherwise, shall have the following respective meanings:

      (1)   Account and Sub-Account: As defined in Section 5.2. Effective
January 1, 2002, each Account shall consist of a Profit Sharing Account and
ESOP Account.

      (2)   Administrator or Plan Administrator: The Administrator of the Plan,
as defined in ERISA Section 3(16)(A) and Code Section 414(g), shall be the
Company, which may delegate all or any part of its powers, duties and
authorities in such capacity (without ceasing to be the Administrator of the
Plan) as hereinafter provided.

      (3)   After-Tax Contributions: After-Tax Contributions, if any, made to
the Plan prior to January 1, 1987.

      (4)   Before-Tax Contributions: Before-Tax Contributions provided for in
Section 3.1.

      (5)   Beneficiary: A Participant's Death Beneficiary or any other person
who, after the death of a Participant, is entitled to receive any benefit
payable with respect to such Participant.

      (6)   Break in Service and 1-Year Break in Service: An Employee or former
Employee incurs a Break in Service or a 1-Year Break in Service if he terminates
employment with the Controlled Group in an Employment Year and completes not
more than 500 Hours of Service in such Employment Year or in any succeeding
Employment Year.

      (7)   Business Day: Each day during which the Trust Department of the
Trustee, the New York Stock Exchange and the fixed income securities market are
open for regular conduct of business.


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      (8)   Capital Preservation Fund: (a) One of the Investment Funds provided
for under the Plan. The Capital Preservation Fund shall be invested and
reinvested principally in "Guaranteed Investment Contracts" and "Bank Investment
Contracts", as defined below, but, shall not be invested in any security or
obligations of any Controlled Group Member. Obligations or instruments which are
appropriate investments for the Money Market Fund may be purchased and held in
the Capital Preservation Fund pending the selection and purchase of suitable
investments under the preceding sentence or for the purpose of maintaining
sufficient liquidity to provide for the payment of withdrawals, or for
transfers, from the Capital Preservation Fund and for expenses incurred in
connection with the investment and management of the Capital Preservation Fund.
Investments of the Capital Preservation Fund shall be held to maturity under
usual circumstances. The Trustee shall at all times have the responsibility of
maintaining in cash and readily marketable investments such part of the
investments of the Capital Preservation Fund as shall be deemed by the Trustee
to be necessary to provide adequately for the needs of Participants who have
amounts invested in the Capital Preservation Fund and to prevent inequities
between such Participants.

            (b)   The term, "Guaranteed Investment Contract" shall mean an
insurance contract or annuity approved by applicable state authority or which
will upon appropriate submission be so approved and which meets the following
requirements: (i) the contract agreement is for a stated period of time; (ii)
interest is guaranteed by the insurer at a fixed or predetermined rate for that
period of time; (iii) principal amounts may be distributed upon maturity of the
contract or during the contract period as provided in the contract; and (iv)
withdrawal of some or all of the principal before maturity is permitted, but
subject to such restrictions as are stated in the contract.


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            (c)   The term "Bank Investment Contract" shall mean an agreement
with a federally insured bank or savings and loan association ("Bank or S/L")
pursuant to which the Trustee agrees to deposit funds of the Capital
Preservation Fund with such Bank or S/L under the following general terms and
conditions: (i) the deposit shall be a time deposit (a deposit which shall not
be payable until the passage of a stated period of time); (ii) interest shall be
payable at a fixed or predetermined rate for that period of time; (iii)
principal amounts may be distributed at the end of the stated period of time or
prior thereto as provided in the agreement; and (iv) withdrawal of some or all
of the principal before the end of the stated period of time is permitted, but
subject to such restrictions as are stated in the agreement.

      (9)   Code: The Internal Revenue Code of 1986, as it has been and may be
amended from time to time.


      (10)  Committee: The committee established by the Company, certain powers,
duties and authorities of which provided for in Article X. The Committee shall
be a Named Fiduciary hereunder.

      (11)  Company: National City Corporation (a Delaware corporation) a bank
holding company located in Cleveland, Ohio. The Company shall be the Plan
Administrator and a Named Fiduciary hereunder.

      (12)  Controlled Group: The Employers and any and all other corporations,
trades and/or businesses, the employees of which, together with Employees of an
Employer, are required by Code Sections 414(b), (c), (m) or (o) to be treated as
if they were employed by a single employer.


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      (13)  Controlled Group Member: Each corporation or unincorporated trade or
business that is or was a member of the Controlled Group, but only during such
period as it is or was such a member of the Controlled Group.

      (14)  Covered Employee: (a) An Employee employed by National Processing
Incorporated or a subsidiary thereof who is treated as a non-exempt employee
under the Fair Labor Standards Act, but excluding: (i) any person employed as a
student intern, (ii) any person who is a law enforcement officer employed by a
local, county or state `government and who is hired by an Employer to perform
off-duty security services, (iii) any person who is an Employee of an Employer
who is included in its Special Project Employee Employment classification, (iv)
an Employee who is a nonresident alien and who receives no earned income (within
the meaning of Code Section 911(d)(2)) from the Controlled Group from sources
within the United States (within the meaning of Code Section 861(a)(3)), or (v)
any person who is a leased employee (within the meaning of Section 1.1(21)).

            (b)   Notwithstanding the foregoing provisions of this Subsection,
in the event of acquisition by an Employer of all or part of the operating
assets of another business organization (which is not an Employer) or a merger
of such another business organization with an Employer, the Company shall
determine whether or not individuals who are employed in the business
operation(s) thus acquired or resulting and who would otherwise satisfy the
definition of the term Covered Employee hereunder should be considered Covered
Employees under the Plan; provided, however, that to the extent any individual
employed in such a business operation is not considered a Covered Employee
pursuant to this sentence, his employment in such business operation shall be
deemed employment in the employ of a Controlled Group Member;


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and, provided further, that no action shall be taken pursuant to this sentence
which would discriminate in favor of Highly Compensated Employees.

      (15)  Credited Compensation: (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 pursuant to any agreement under Code Section 125. 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.

            (b)   Notwithstanding the foregoing provisions of this Subsection,
Credited Compensation of an Employee taken into account for any purpose for any
Plan Year shall not exceed the limitation in effects for such Year under Code
Section 401(a)(17), as adjusted by the Commissioner of Internal Revenue for
increases in the cost of living in accordance with Code Section 401(a)(17)(B).
For purposes of the preceding sentence, in the case of a Highly Compensated
Employee who is a 5-percent owner (as such term is defined in Code Section
416(i)(1)) or one of the ten most Highly Compensated Employees, (i) such Highly
Compensated Employee and his family members (which for this purpose shall mean
an Employee's Spouse and lineal descendants who have not attained age 19 before
the close of the Year in question) shall be treated as a single Employee and the
Compensation of such family members shall be aggregated with the Credited
Compensation of such Highly Compensated Employee, and (ii) the limitation on
Credited Compensation shall be allocated among such Highly Compensated Employee
and his family members in proportion to each individual's


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Credited Compensation. The preceding sentence shall not apply for Plan Years
beginning after December 31, 1996. The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than 12 months, the annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

            (c)   Notwithstanding the forgoing provision of this Subsection,
effective as of January 1, 1998, Credited Compensation shall not include any
amounts paid to an Employee prior to his commencement of participation in
accordance with Section 2.2 of the Plan.

      (16)  Death Beneficiary: A Participant's Spouse or, if he has no Spouse or
if his Spouse consents (in the manner hereinafter described in this Subsection)
to the designation hereinafter provided for in this Subsection, such person or
persons (natural or legal) other than, or in addition to, his Spouse as may be
designated by a Participant as his Death Beneficiary under the Plan. Such a
designation may be made, revoked or changed (without the consent of any
previously designated Death Beneficiary, except as otherwise provided herein)
only by an instrument (in form provided by the Committee) which is signed by the
Participant, which, if he has a Spouse, includes his Spouse's written consent to
the action to be taken pursuant to such instrument (unless such action results
in the Spouse being named as the Participant's sole Death Beneficiary), and
which is filed with the Committee before the Participant's death. A Spouse's
consent required by this Subsection shall be signed by the Spouse, shall
acknowledge the effect of such consent, shall be witnessed by any person
designated by the Committee as a Plan representative or by a notary public and
shall be effective only with respect to such Spouse. A


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Spouse's consent is not required if it is established to the satisfaction of a
Plan representative that the consent cannot be obtained because there is no
Spouse, because the Spouse cannot be located, or because of such other
circumstances as the Secretary of the Treasury may prescribe by regulations. In
default of such a designation and at any other time when there is no existing
Death Beneficiary designated by the Participant, his Death Beneficiary shall be,
in the following order of priority: his surviving Spouse, his surviving children
(both natural and adopted), his surviving parents or his estate. If, under the
preceding sentence, the Death Beneficiary consists of a class of two or more
persons, such persons shall share equally in benefits under the Plan. A person
designated by a Participant as his Death Beneficiary who ceases to exist prior
to or on the date of the Participant's death shall cease to be a Death
Beneficiary. If a Death Beneficiary is a natural person who dies after the
Participant's death, the Death Beneficiary shall be the estate of such deceased
Death Beneficiary. In any case in which the Committee concludes it cannot
determine whether a Death Beneficiary designated by a Participant survived the
Participant, it shall be conclusively presumed that such Death Beneficiary died
before the Participant.

      (17)  Deferral-Only Participant: An Employee who has become and continues
to be a Deferral-Only Participant of the Plan in accordance with the provisions
of Section 2.6. A Deferral-Only Participant shall cease to be a Deferral-Only
Participant at the time he becomes a Participant in accordance with the
provisions of the Plan other than Section 2.6.

      (18)  Disability: The physical or mental impairment of a presumably
permanent and continuous nature which renders a Participant incapable of
performing the duties the Participant is employed to perform for his Employer
when such impairment commences, all as determined by the Committee upon the
basis of evidence submitted to it by the Participant or the Participant's
physician within a reasonable time after the Committee requests such evidence.


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      (19)  Early Retirement Age and Early Retirement Date: A Participant shall
attain Early Retirement Age upon his attainment of age 55 and completion of 10
Employment Years and a Participant's Early Retirement Date shall be the first
day of the calendar month following the Participant's attainment of Early
Retirement Age.

      (20)  Eligible Employee: An Employee who is eligible for participation in
the Plan in accordance with the provisions of Article II.

      (21)  Employee: An employee of a Controlled Group Member and, to the
extents required by Code Section 414(n), any person who is a "leased employee"
of a Controlled Group Member. For purposes of this Subsection, a "leased
employee" means any person who, pursuant to an agreement between a Controlled
Group Member and any other person ("leasing organization"), has performed
services for the Controlled Group Member on a substantially full-time basis for
a period of at least one year, and such services are: (a) for Plan Years
beginning prior to January 1, 1997, of a type historically performed by
employees in the business field; or (b) for Plan Years beginning after December
31, 1996, performed under the primary direction or control of the Controlled
Group Member. Contributions or benefits provided a leased employee by the
leasing organization which are attributable to services performed for a
Controlled Group Member will be treated as provided by the Controlled Group
Member. A leased employee will not be considered an Employee of a Controlled
Group Member, however, if (a) leased employees do not constitute more than 20
percent of the Controlled Group Member's nonhighly compensated work force
(within the meaning of Code Section 414(n)(5)(C)(ii)) and (b) such leased
employee is covered by a money purchase pension plan maintained by the leasing
organization that provides (i) a nonintegrated employer contribution rate of at
least 10 percent of Credited Compensation, (ii) immediate participation and
(iii) full and immediate vesting.


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      (22)  Employer: The Company and any other corporation or business
organization adopting the Plan pursuant to Article XII. However, in the case of
any person which adopts or has adopted the Plan and which ceases or has ceased
to exist, ceases to be a member of the Controlled Group or withdraws or is
eliminated from the Plan, it shall not thereafter be an Employer.

      (23)  Employer Contributions: Matching Employer Contributions provided for
in Section 3.5, and Qualified Nonelective Contributions provided for in Section
3.10.


      (24)  Employment Year: The 12-month period beginning on the first day an
Employee performs an Hour of Service for a Controlled Group Member after
initially becoming an Employee (or after again becoming an Employee following a
Break in Service) and each subsequent 12-month period.

      (25)  Enrollment Date: The first day of any calendar month following an
Employee's completion of the eligibility requirements of Article II.

      (26)  Equity Fund: One of the Investment Funds provided under the Plan.
The Equity Fund shall be invested and reinvested only in common or capital
stocks, or in bonds, debentures or preferred stocks convertible into common or
capital stocks, or in any partnership or limited partnership the purposes of
which are to invest or reinvest the partnership assets in any such securities,
but the Equity Fund shall not be invested in any security of a Controlled Group
Member. However, obligations or instruments which are appropriate investments
for the Money Market Fund may be purchased and held in the Equity Fund pending
the selection and purchase of suitable investments under the preceding sentence.

      (27)  ERISA: The Employee Retirement Income Security Act of 1974, as
amended.


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      (27A) ESOP Feature: Effective January 1, 2002, the Portion of the Plan
Described in Article XVII.

      (28)  Fiduciary: Any person who (a) exercises any discretionary authority
or discretionary control respecting management of the Plan or exercises any
authority or control respecting management or disposition of the Trust Fund, (b)
renders investment advice for a fee or other compensation, direct or indirect,
with respect to the Trust Fund, or has authority or responsibility to do so, or
(c) has any discretionary authority or discretionary responsibility in the
administration of the Plan or the Trust Fund. The term "Fiduciary" shall also
include any person to whom a Named Fiduciary delegates any of its or his
fiduciary responsibilities hereunder in accordance with the provisions of the
Plan or Trust Agreement as long as such designation is in effect.

      (29)  Fixed Income Fund: One of the Investment Funds provided under the
Plan. The Fixed Income Fund shall be invested and reinvested only in those
bonds, obligations, notes, debentures, mortgages, preferred stocks, or other
tangible or intangible property or interest in property, either real or
personal, the income or return from which is fixed, limited or determinable in
advance by the terms of the contract, document or instrument creating or
evidencing such property or interest in property, or by the terms of acquisition
thereof but shall not be invested in any security of a Controlled Group Member.
However, obligations or instruments which are appropriate investments for the
Money Market Fund may be purchased and held in the Fixed Income Fund pending the
selection and purchase of suitable investments under the preceding sentence.

      (30)  Hardship: Immediate and heavy financial need on the part of a
Participant for:


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            (a)   expenses for medical care described in Code Section 213(d)
previously incurred by the Participant, the Participant's Spouse, or any
dependents of the Participant (as defined in Code Section 152), or expenses
necessary for these persons to obtain such medical care;

            (b)   costs directly related to the purchase (excluding mortgage
payments) of a principal residence for the Participant;

            (c)   the payment of tuition and related educational fees for the
next twelve months of post-secondary education for the Participant, the
Participant's Spouse, the Participant's children or the Participant's dependents
(as defined in Code Section 152);

            (d)   payments necessary to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of the Participant's
principal residence;

            (e)   repayment when due of any indebtedness incurred by the
Participant or any dependents of the Participant (as defined in Code Section
152) to avoid insolvency; or

            (f)   any other financial need which the Commissioner of Internal
Revenue, through the publication of revenue rulings, notices and other documents
of general applicability, may from time to time designate as a deemed immediate
and heavy financial need as provided in Treasury Regulations Section
1.401(k)-l(d)(2)(iv)(C).

      (31)  Highly Compensated Employee: (a) For Plan Years beginning after
December 31, 1997, any Employee who, (i) during the current preceding Plan Year
was at any time a 5-percent owner (as such term is defined in Code Section
416(i)(1)); or (ii) for the preceding Plan Year received compensation from the
Controlled Group in excess of the amount


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in effect for such Plan Year under Code Section 414(a)(1)(B) and was in the top
paid group of Employees for such Plan Year.

            (b)   "Highly Compensated Employee" shall include a former Employee
whose Termination of Employment occurred prior to the Plan Year and who was a
Highly Compensated Employee for the Plan Year in which his Termination of
Employment occurred or for any Plan Year ending on or after his 55th birthday.

            (c)   For the purposes of this Subsection, the term "compensation"
shall mean the sum of an Employee's compensation under Section 4.9(3) and for
Plan Years beginning prior to January 1, 1998 the Employee's Before-Tax
Contributions (subject to the limitations described in Section 1.1(15)(b)) and
the term "top-paid group of Employees" shall mean that group of Employees of the
Controlled Group consisting of the top 20 percent (20%) of such Employees when
ranked on the basis of compensation paid by the Controlled Group during the Plan
Year.

      (32)  Hour of Service: (a) An Employee shall be credited with one Hour of
Service for each hour for which he is paid or entitled to payment by a
Controlled Group Member: (i) for the performance of duties as an Employee; (ii)
for other than the performance of duties (for reasons such as vacation, sickness
or disability); or (iii) for back pay, irrespective of mitigation of damages,
awarded or agreed to by a Controlled Group Member. With respect to each Employee
whose compensation is not determined on the basis of certain amounts for each
hour worked during a given period and for whom hours of work are not required to
be counted and recorded by any federal law (other than ERISA), Hours of Service
shall be credited on the basis of 190 Hours of Service per month if he is paid
on a monthly basis, 45 Hours of Service per week if he is paid on a weekly
basis, or 10 Hours of Service per day if he is paid on a daily basis,


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for each month, week or day (as the case may be) for which he receives
compensation from any Controlled Group Member. Employees shall be credited with
Hours of Service at the rates described in the preceding sentence for leaves of
absence of up to 12 months or such longer period as may be required by law to be
counted for this purpose. No hour shall be counted more than once or be counted
as more than one Hour of Service, even though more than straight-time pay may be
paid for it.

      (b)   If an Employee is absent from work for any period in accordance with
an Employer's approved maternity or paternity leave policy (i) by reason of the
pregnancy of such Employee, (ii) by reason of the birth of a child of such
Employee, (iii) by reason of the placement of a child with such Employee, (iv)
for purposes of caring for a child for a period beginning immediately following
the birth or placement of such child, of (v) by reason of any absence granted or
taken in partial or complete compliance with The Family and Medical Leave Act of
1993 or required to be provided in accordance with the Americans With
Disabilities Act, such Employee shall be credited with Hours of Service (solely
for the purposes of determining whether he or she has incurred a Break in
Service) equal to the number of Hours of Service which otherwise would normally
have been credited to him but for such absence, or if the number of such Hours
of Service is not determinable, 8 Hours of Service per normal workday of such
absence, provided, however, that the total number of Hours of Service credited
to an Employee under this paragraph by reason of any pregnancy, birth or
placement shall not exceed 501 Hours of Service. Hours of Service credited to an
Employee pursuant to this paragraph shall be treated as Hours of Service (A)
only in the Employment Year in which an absence from work described in this
paragraph begins, if the Employee would be prevented from incurring a Break in
Service in such Employment Year solely because he is credited with Hours of
Service during


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such absence pursuant to this paragraph, or (B) in any other case, in the
immediately following Employment Year. Hours of Service shall not be credited to
an Employee under this paragraph unless the Employee furnishes to the Committee
such timely information as the Committee may reasonably require to establish
that the Employee's absence from work is for a reason specified in this
paragraph and the number of days for which there was such an absence.

      (33)  Investment Fund or Funds: The Capital Preservation Fund, Equity
Fund, Fixed Income Fund, NCC Stock Fund, NPI Stock Fund (effective April 16,
2001), Money Market Fund and any other fund established by the Committee under
Section 5.1. Effective January 1, 2002, the NCC Stock Fund shall constitute the
ESOP Feature of the Plan. All other Investment Funds shall constitute the Profit
Sharing Feature of the Plan.

      (34)  Investment Manager: The person who, with respect to an Investment
Fund, has the discretion to determine which assets in such Fund shall be sold
(or exchanged) and what investments shall be acquired for such Fund. Such person
must (a) be either registered as an investment advisor under the Investment
Advisors Act of l940, a bank as defined thereunder or an insurance company
qualified to manage, acquire or dispose of Plan assets under the laws of more
than one state, and (b) acknowledge in writing that he or it is a Fiduciary with
respect to the Plan.

      (35)  Loan Account: The separate recordkeeping account within a
Participant's Account established by the Administrator pursuant to Section 6.13.

      (36)  Matching Allocation: Any allocation made to a Participant's Account
on account of the Participant's Before-Tax Contributions.

      (37)  Matching Employer Contributions: Employer Contributions provided for
in Section 3.5.


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      (38)  Money Market Fund: One of the Investment Funds provided for under
the Plan. The Money Market Fund shall be invested and reinvested principally in
bonds, notes or other evidence of indebtedness which are payable on demand
(including variable amount notes) or which have a maturity date not exceeding
one day after the date of purchase by such Fund or, in case of an investment
(pursuant to Section 5.1(2)(a)) in an NCB Investment Trust Fund, which are
payable by such NCB Investment Trust Fund.

      (39)  Named Fiduciaries: The Committee, the Company, the Investment
Manager, the Trustee, the Participants to the extent provided in Article XV, and
each other person designated as a Named Fiduciary by the Committee pursuant to
the power of delegation reserved to the Committee in Article X.

      (40)  NCB Investment Trust Fund: Any fund now or hereafter established
under the trust instrument executed by National City Bank on December 4, 1956,
and now entitled Declaration of Trust Establishing National City Investment Fund
for Retirement Trusts, as such trust instrument has been or may be amended
and/or restated.

      (41)  NCC Stock: Common Stock of National City Corporation, a Delaware
corporation.

      (42)  NCC Stock Fund: Prior to January 1, 2002, one of the Investment
Funds provided for under the Plan. Effective January 1, 2002, the Investment
Fund provided under the ESOP Feature of the Plan. The NCC Stock Fund shall be
invested and reinvested only in shares of common stock issued by the Company.
However, obligations or instruments which are appropriate investments for the
Money Market Fund may be purchased and held in the NCC Stock Fund pending the
purchase of shares of such common stock.


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      (43)  Normal Retirement Age and Normal Retirement Date: A Participant
shall attain Normal Retirement Age upon his attainment of age 65 and a
Participant's Normal Retirement Date shall be the first day of the calendar
month following the Participant's attainment of Normal Retirement Age.

      (44)  NPI Stock: Common Stock of National Processing, Inc., an Ohio
Corporation.

      (45)  NPI Stock Fund: Effective April 16, 2002, one of the Investment
Funds provided under the Plan. The majority of the assets of the NPI Stock Fund
will normally be invested in shares of NPI Stock. However, the NPI Stock Fund
will also hold cash for fund liquidity purposes. Pending the purchase of NPI
Stock, the fund may also invest in obligations or instruments which are
appropriate investments for the Money Market Fund. Depending on the frequency
and volume with which NPI Stock is publicly traded, the percentage of NPI Stock
Fund assets held in cash or money market instruments may be significant.

      (46)  Participant: An Employee or former Employee who has become and
continues to be a Participant of the Plan in accordance with the provisions of
Article II, a Covered Employee who has made a Transfer Contribution, or any
other person designated as a Participant by the terms of any Appendix.

      (47)  Plan: The National City Savings and Investment Plan No. 2, the terms
and provisions of which are herein set forth, as the same may be amended,
supplemented or restated from time to time. Effective January 1, 2002, the Plan
consists of a Profit Sharing Feature and an ESOP Feature.

      (48)  Plan Year: A calendar year.


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      (49)  Predecessor Plan: Any qualified defined contribution plan which is
merged into this Plan or the assets of which are transferred to this Plan, as
described in any Appendix to the Plan.

      (50)  Prior Plan: The National City Savings and Investment Plan and Trust,
from which this Plan was spun off or any qualified defined contribution plan
which is merged into this Plan or the assets of which are transferred to this
Plan, as described in any Appendix to the Plan.

      (51)  Profit Sharing Feature: The provisions of the Plan (a) which are
intended to qualify as a profit sharing plan under Code Section 40l(a) and (b)
which include a qualified cash or deferred arrangement within the meaning of
Code Section 401(k).

      (52)  Qualified Nonelective Contributions: A contribution made by an
Employer pursuant to Section 3.8 that (a) Participants eligible to share therein
may not elect to receive in cash until distribution from the Plan, (b) are
nonforfeitable when made, (c) are distributable only in accordance with the
distribution rules applicable to Before-Tax Contributions and (d) are paid to
the Trust Fund during the Plan Year for which made or within the time following
the close of such Plan Year which is prescribed by law for the filing by an
Employer of its federal income tax return (including extensions thereof).

      (53)  Salary Reduction Agreement: An arrangement pursuant to which an
Employee agrees to reduce, or to forego an increase in, his Credited
Compensation and his Employer agrees to contribute to the Trust the amount so
reduced or foregone as a Before-Tax Contribution.

      (54)  Special Project Employee: An Employee hired for the performance of
duties relating to a specific, non-recurring project, and who is advised at or
prior to the


                                       18
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commencement of his or her employment that such employment will automatically
terminate upon the completion of such project.

      (55)  Spouse: The person to whom an Employee is legally married at the
specified time; provided, however, that a former Spouse may be treated as a
Spouse or surviving Spouse to the extent required under the terms of a
"qualified domestic relations order" (as such term is defined in Code Section
414(p)).

      (56)  Transfer Contributions: The Contributions provided for in Section
3.4.

      (57)  Trust and Trust Fund: The trust estate held by the Trustee under the
provisions of the Plan and the Trust Agreement, without distinction as to
principal or income.


      (58)  Trust Agreement: The Trust Agreement or Agreements between the
Company and the Trustee or Trustees, as such Trust Agreement or Agreements may
be amended or restated from time to time, or any trust agreement or agreements
superseding the same. Each Trust Agreement is hereby incorporated in the Plan by
reference.

      (59)  Trustee: The trustee or trustees under the Trust Agreement or its or
their successor or successors in trust under such Trust Agreement.

      (60)  Valuation Date: The last Business Day of each calendar month and any
other Business Day(s) on which the Committee determines that the Investment
Funds shall be valued.


      (61)  Variable Pay: Except as provided in the following sentence, the term
"Variable Pay" shall mean any overtime pay, bonuses, commissions, incentive
compensation payments or other forms of special compensation paid in cash by an
Employer to an Employee. Automobile allowances, parking allowances, relocation
expense payments, tuition reimbursements, signing bonuses, business expense
reimbursements, the value of flex-vacation


                                       19
<PAGE>

sold, Employer-paid club dues, cash payments upon the exercise of stock
appreciation rights, cash payments upon the exercise of or disposition of stock
options, dividends paid upon restricted stock, cash payments under any long-term
incentive plan, deferred cash payments, Mexican tax refunds, medical
supplemental adjustment payments and amounts not taxable to an Employee shall
not be included in Variable Pay.

      (62)  Vested Interest: The entire amount of a Participant's Account which
has not previously been withdrawn by him or distributed to or for him and which
is nonforfeitable. All amounts credited to a Participant's Account shall be 100%
nonforfeitable at all times unless otherwise provided in an Appendix hereto.

      1.2   Construction. (1) Unless the context otherwise indicates, the
masculine wherever used in the Plan or Trust Agreement shall include the
feminine and neuter, the singular shall include the plural and words such as
"herein", "hereof", "hereby", "hereunder" and words of similar import refer to
the Plan as a whole and not to any particular part thereof.

      (2)   Where headings have been supplied to portions of the Plan and the
Trust Agreement (other than the headings to the Subsections in Section 1.1),
they have been supplied for convenience only and are not to be taken as limiting
or extending the meaning of any of such portions of such documents.

      (3)   Wherever the word "person" appears in the Plan, it shall refer to
both natural and legal persons.

      (4)   A number of the provisions hereof and of the Trust Agreement are
designed to contain provisions required or contemplated by certain federal laws
and/or regulations thereunder. All such provisions herein and in the Trust
Agreement are intended to


                                       20
<PAGE>

have the meaning required or contemplated by such provisions of such law or
regulations and shall be construed in accordance with valid regulations and
valid published governmental rulings and interpretations of such provisions. In
applying such provisions hereof or of the Trust Agreement, each Fiduciary may
rely (and shall be protected in relying) on any determination or ruling made by
any agency of the United States Government that has authority to issue
regulations, rulings or determinations with respect to the federal law thus
involved.

      (5)   Except to the extent federal law controls, the Plan and Trust
Agreement shall be governed, construed and administered according to the laws of
the State of Ohio. All persons accepting or claiming benefits under the Plan or
Trust Agreement shall be bound by and deemed to consent to their provisions.

      (6)   This amendment and restatement of the Plan is a continuation of an a
complete restatement of the Plan, which was originally established effective
January 1, 1992.

      (7)   This amendment and restatement is generally effective as of January
1, 2001. However, certain provisions of this amendment and restatement of the
Plan are effective as of some other date. The provisions of this amendment and
restatement of the Plan which are effective prior to January 1, 2001 shall be
deemed to amend the corresponding provisions of the Plan (or to the extend
required by law, the corresponding provisions of any Prior Plan) as in effect
before this amendment and restatement and all amendments thereto. Events
occurring before the applicable effective date of any provision of this
amendment and restatement Plan shall be governed by the application provision of
the Plan (or Prior Plan) in effect on the date of the event.

      (8)   The benefits payable with respect to an Employee or former Employee
whose employment with the Controlled Group terminated before January 1, 2001
(and who is


                                       21
<PAGE>

not rehired by a Controlled Group Member thereafter) shall be determined by and
paid in accordance with the terms and provisions of the Plan as in effect at the
date of such termination, except to the extent that certain provisions of the
Plan, as amended and restated as of January 1, 2001, apply to such individual as
a result of applicable law or the context clearly requires the application of
such provision to such individual.


                                       22
<PAGE>

                  ARTICLE II. - ELIGIBILITY AND PARTICIPATION

      2.1   Eligible Employees. Each Employee who was a Participant in the Plan
on December 31, 2000 shall continue to be a Participant in the Plan on January
1, 2001. Each other Employee shall become an Eligible Employee under the Plan on
the first Enrollment Date on which he meets the following requirements:

            (1)   he is a Covered Employee (including such an Employee who is on
a leave of absence),


            (2)   he has attained age 21, or he has not attained age 21 but was
eligible to have Before-Tax Contributions made for him under the provisions of
the Prior Plan in effect on December 31, 1988, and

            (3)   he has completed a period of at least one Employment Year.

      2.2   Commencement of Participation. Any Eligible Employee described in
Section 2.1 may enroll as a Participant in the Plan on the Enrollment Date on
which he is initially eligible or on any subsequent Enrollment Date by either
(A) filing with an Employer or the Committee in the month preceding such Date
(in accordance with rules established by the Committee) an enrollment form
prescribed by the Committee which form shall include (1) the effective date on
which the Eligible Employee is to become a Participant, (2) his election,
commencing on or after such effective date, to have Before-Tax Contributions
made by or for him to the Trust, (3)(a) his authorization, if any, to his
Employer to withhold from his unreduced Credited Compensation for each pay
period, commencing on or after such effective date, any designated Before-Tax


                                       23
<PAGE>

Contributions and to pay the same to the Trust Fund and/or (b) his agreement, if
any, commencing on or after such effective date, to reduce, or to forego an
increase in, his unreduced Credited Compensation and to have his Employer
contribute the same as Before-Tax Contributions to the Trust Fund, and (4) his
direction that the Before-Tax Contributions made by or for him be invested in
any one of the investment options permitted by Section 5.5, or (B) if available
to the Participant, enrolling as a Participant in the Plan by means of
electronic medium, including but not limited to a voice response telephonic
system, established and supervised by the Committee, which provides for the
making of decisions (1) through (4) above by telephonic communication, confirmed
in a writing mailed to the Participant within three days.

      2.3   Duration of Participation. (1) Once an Eligible Employee becomes a
Participant, he shall remain a Participant so long as he continues to be an
Employee whether or not he continues to be an Eligible Employee, provided,
however, that if a Participant ceases to be an Eligible Employee (while
remaining an Employee), Before-Tax Contributions may not be made by or for him
pursuant to Section 3.1 until he again becomes an Eligible Employee and he again
enrolls as a Participant pursuant to Sections 2.2 and 3.1.

            (2)   If an Account, continues to be maintained for a former
Employee after his termination of employment with the Controlled Group, such
former Employee shall remain a Participant for all purposes of the Plan, other
than for the purposes of making, or having his Employer make, Participant or
Employer Contributions hereunder.


      2.4   Eligibility after Reemployment. If an Employee whose employment with
the Controlled Group was terminated is later reemployed, such earlier period of
employment shall be taken into account in computing eligibility to participate.
If such Employee satisfies the eligibility requirements of Section 2.1 (or, with
respect to the Deferral-Only Participation, the eligibility requirements of
Section 2.6) as of date of his rehire, such Employee shall become a Participant
(or Deferral-Only Participant, as applicable) on the Enrollment Date after he
enrolls


                                       24
<PAGE>

as a Participant pursuant to Section 2.2 (or, as a Deferral-Only Participant,
pursuant to Section 2.6).

      2.5   Special Rules for Transferred Participants. (1) In the event that a
Participant ceases to be an Eligible Employee hereunder due to a transfer of
employment to a classification of Employees that is eligible to participate in
another profit sharing retirement plan maintained by a Controlled Group Member
which is qualified under Code Sections 401(a) and 401(k) (a "Comparable Savings
Plan"), such Participant's Account shall be transferred to the Comparable
Savings Plan and such Participant shall no longer be considered a Participant
hereunder. Such transfer shall occur as of the day of such transfer of
employment.

            (2)   In the event that an individual who is a participant in a
Comparable Savings Plan shall become an Eligible Employee hereunder, (a) any
elections made by the individual on his enrollment form under the Comparable
Savings Plan shall continue in effect under this Plan as of the date he becomes
an Eligible Employee, until changed or modified in accordance with the terms
hereof, (b) such individual's account from the Comparable Savings Plan shall be
transferred to his Account hereunder as of the day such transfer of employment,
(c) the assets of such account shall be allocated to comparable Sub-Accounts
under this Plan and such transfer shall not be considered a Transfer
Contribution hereunder, (d) the provisions of any Appendix to such Comparable
Savings Plan which apply to any asset transferred to this Plan shall continue to
apply to such asset, and (e) to the extent required by applicable law, the
provisions of such Comparable Savings Plan shall continue to apply to the assets
transferred to this Plan.

      2.6   Deferral-Only Participation. Notwithstanding the provisions of
Section 2.2 above, an Employee who would be an Eligible Employee as described in
Section 2.1 but for


                                       25
<PAGE>

his failure to satisfy the requirement under Subsection (3) thereof, may enroll
as a Deferral-Only Participant in the Plan on the first Enrollment Date
following the thirtieth (30th) day after he first performs an Hour of Service
for a Controlled Group Member or on any subsequent Enrollment Date (other than
any such Enrollment Date on which the Employee could enroll as a Participant
under Section 2.2 above) by either filing the forms described in Section 2.2(A)
or by enrolling by means of the electronic medium described in Section 2.2(B). A
Deferral-Only Participant shall be entitled to have Before-Tax Contributions
made on his behalf in accordance with the provisions of 3.1, 3.2 and 3.3 of the
Plan. A Deferral-Only Participant shall not be entitled to any Matching Employer
Contributions under Section 3.6 of the Plan respectively (and no Before-Tax
Contributions by a Deferral-Only Participant shall be taken into account for
purposes of calculating the amount of any Matching Employer Contributions under
Section 3.5 of the Plan). A Deferral-Only Participant shall become a Participant
for purposes of Matching Employer Contributions as of the first Enrollment Date
following his completion of one Employment Year. For all other purposes, a
Deferral-Only Participant shall be treated as a Participant under the Plan.


                                       26
<PAGE>

                          ARTICLE III. - CONTRIBUTIONS

      3.1   Before-Tax Contributions. 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 12% of his
unreduced Credited Compensation (in 1% increments) by means of pay period
payments of the elected percentage. If a Participant's Before-Tax Contributions
must be reduced to comply with the requirements of Section 4.1 or 4.2 or the
requirements of applicable law, his Before-Tax Contributions shall be reduced to
the next highest 1% increment of his unreduced Credited Compensation permitted
by such Section or law.

      3.2   Payments to Trustee. Before-Tax Contributions made for a Participant
shall be transmitted by his Employer to the Trustee as soon as practicable, but
in any event not later than 15 days after the end of the calendar month in which
such Contributions are withheld or would otherwise have been paid to the
Participant.

      3.3   Changes in, and Suspensions of, Before-Tax Contributions. (1) The
percentage or percentages designated by a Participant pursuant to Section 3.1
shall continue in effect, notwithstanding any changes in the Participant's
Credited Compensation. A Participant may, however, in accordance with the
percentages permitted by Section 3.1, change the percentage of his Before-Tax
Contributions as often as may be permitted by the Committee by either (A) the
completion and proper filing (pursuant to Committee rules) of election change
forms, or (B) if available to the Participant, effecting such change by means of
a voice response telephonic system, established and supervised by the Committee,
confirmed in a writing mailed to the Participant within three business days.

            (2)   A Participant may at any time suspend his Before-Tax
Contributions by notifying the Committee or his Employer, pursuant to Committee
rules, of his desire to suspend


                                       27
<PAGE>

such contributions. The eligibility for, and entitlement to, future Before-Tax
Contributions of a Participant who has suspended such Contributions shall be
limited as provided in rules established by the Committee.

            (3)   The rules established by the Committee under this Section
shall be established and administered in a uniform and nondiscriminatory fashion
and may be amended from time to time in the sole and absolute discretion of the
Committee.

            3.4   Transfer Contributions. (1) The Trustee shall, at the
direction of the Committee, receive and thereafter hold and administer as a part
of the Trust Fund for a Covered Employee (whether or not he has met the
eligibility requirements of Article II) all cash and other property which may be
transferred to the Trustee from a trust held under another plan in which the
Covered Employee was a participant, which meets the requirements of Code
Sections 401(a) and 501(a) (each such trust and plan being hereinafter in this
Section called a "Comparable Plan"). For purposes of this Subsection but not the
following Subsection (2), either the Comparable Plan must not be subject to the
survivor annuity requirements of Code Section 401(a)(11) or the transfer must
comply with the "elective transfer" requirements of Treasury Regulation Section
1.411(d)-4.

            (2)   Effective for distributions after December 31, 1998, 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), 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. The Plan will accept such
rollover contributions either entirely in cash or, in a combination of cash and
such other property (other than cash) as is acceptable to the Committee.


                                       28
<PAGE>

            (3)   A Participant who has ceased to be an Employee and who is
eligible for a lump sum distribution from the National City Non-Contributory
Retirement Plan may elect to transfer such lump sum distribution from the
National City Non-Contributory Retirement Plan to the Plan in a direct rollover.
The Trustee shall receive and thereafter hold and administer as part of the
Trust Fund for a Participant all cash transferred pursuant to this Subsection
(3).

            (4)   Contributions made to the Trust Fund pursuant to Subsections
(1), (2) and (3) hereof shall be referred to as "Transfer Contributions."
Transfer Contributions will be permitted only in amounts in excess of $200 and
shall be in cash unless the Committee approves a Transfer Contribution of other
property. Such Transfer Contributions shall be allocated to such existing or new
Sub-Account(s) as the Trustee shall determine and shall be invested as specified
in Section 5.5. Subject to other provisions of the Plan and Trust Agreement, the
Trustee shall have authority to sell or otherwise convert to cash any property
transferred to it pursuant to this Section.

            3.5   Amount of Matching Employer Contributions. Subject to the
provisions of the Plan and Trust Agreement, each Employer shall, as and to the
extent it lawfully may, contribute to the Trust Fund on account of each month,
Matching Employer Contributions in an amount equal to 115% of the Before Tax
Contributions for each such month for each Participant with respect to the first
6% of each such Participant's Credited Compensation. The Employer shall deliver
its Matching Employer Contribution to the Trust Fund at the same time as the
Before-Tax Contributions to which the Matching Employer Contributions relate are
delivered.

            3.6   Allocation of Matching Employer Contributions. Each Employer's
Matching Employer Contributions made for a month shall be allocated and credited
to the Account of each Participant for whom Before-Tax Contributions were made
during such month,


                                       29
<PAGE>

with each such Participant being credited with a portion of the Employer's
Matching Employer Contribution equal to the applicable percentage (determined
under Section 3.5) of his Before-Tax Contributions for the preceding calendar
month.

            3.7   Reduction of Employer Contributions. The amount of Employer
Contributions determined to be payable to the Trust Fund shall be reduced by
amounts which have been forfeited or held in a suspense account in accordance
with the terms of the Plan. Except as otherwise provided in an Appendix, any
forfeitures attributable to a Prior Plan shall be allocated in accordance with
this Section 3.7.

            3.8   Qualified Nonelective Contributions. For any Plan Year, the
Employers may make a Qualified Nonelective Contribution (1) in such amount, (2)
for such Participants who are not Highly Compensated Employees for such Plan
Year and (3) in such proportions among such Participants as such Employer shall
deem necessary to cause Section 4.2 or 4.4 to be satisfied for such Plan Year.
Qualified Nonelective Contributions may be made irrespective of whether the
Employer has net earnings or retained earnings, and may be made in cash or other
property. Each Employer shall designate to the Trustee the Plan Year for which
and the Participants for whom any Qualified Nonelective Contribution is made.

            3.9   Allocation of Qualified Nonelective Contributions. Qualified
Nonelective Contributions shall be allocated to the Accounts of Participants who
are designated by an Employer as eligible to share therein in such amounts as
such Employer directs. 3.10 Contributions in NCC Stock. Contributions made by
the Employers hereunder shall be made in cash or in shares of NCC Stock. If a
Contribution is made in the form of NCC Stock, such contribution shall be equal
to the fair market value of such NCC Stock. Fair market value of NCC Stock shall
be equal to the last quoted price of such Stock on the date


                                       30

<PAGE>


of contribution. Effective January 1, 2002, in the event that NCC Stock is not
publicly traded, fair market value will be determined in accordance with Section
17.2(1).


                                       31
<PAGE>
                   ARTICLE IV. - LIMITATIONS ON CONTRIBUTIONS

            4.1   Excess Deferrals. (1) Notwithstanding the provisions of
Article III, a Participant's Before-Tax Contributions for any taxable year of
such Participant shall not exceed the limitation in effect under Code Section
402(g). Except as otherwise provided in this Section, a Participant's Before-Tax
Contributions for purposes of this Section shall include (a) any employer
contribution made under any qualified cash or deferred arrangement as defined in
Code Section 401(k) to the extent not includible in gross income for the taxable
year under Code Section 402 (e)(3) (determined without regard to Code Section
402(g)), (b) any employer contribution to the extent not includible in gross
income for the taxable year under Code Section 402(h)(1)(B) (determined without
regard to Code Section 402(g)) and (c) any employer contribution to purchase an
annuity contract under Code Section 403(b) under a salary reduction agreement
within the meaning of Code Section 3121(a)(5)(D).

            (2)   In the event that a Participant's Before-Tax Contributions
exceed the amount described in Subsection (1) of this Section (hereinafter
called the "excess deferrals"), such excess deferrals (and any income allocable
thereto) shall be distributed to the Participant by April 15 following the close
of the taxable year in which such excess deferrals occurred if (and only if), by
April 15 of such taxable year the Participant (a) allocates the amount of such
excess deferrals among the plans under which the excess deferrals were made and
(b) notifies the Committee of the portion allocated to this Plan.

            (3)   In, the event that a Participant's Before-Tax Contributions
under this Plan exceed the amount described in Subsection (1) of this Section,
or in the event that a Participant's Before-Tax Contributions made under this
Plan do not exceed such amount but he allocates a portion of his excess
deferrals to his Before-Tax Contributions made to this Plan, Matching Employer
Contributions, if any, made with respect to such Before-Tax Contributions (and
any


                                       32
<PAGE>
income allocable thereto) shall be forfeited and applied to reduce subsequent
Matching Employer Contributions required under the Plan.

            4.2   Excess Before-Tax Contributions.

            (1)   Notwithstanding the provisions of Article III, for any Plan
Year commencing on or after January 1, 1997,

                  (a)   the actual deferral percentage (as defined in Subsection
      (2) of this Section) for the group of Highly Compensated Eligible
      Employees (as defined in Subsection (3) of this Section) for such Plan
      Year shall not exceed the actual deferral percentage for all other
      Eligible Employees for the preceding Plan Year multiplied by 1.25, or

                  (b)   the excess of the actual deferral percentage for the
      group of Highly Compensated Eligible Employees for such Plan Year over the
      actual deferral percentage for all other Eligible Employees for the
      preceding Plan Year shall not exceed 2 percentage points, and the actual
      deferral percentage for the group of Highly Compensated Eligible Employees
      for such Plan Year shall not exceed the actual deferral percentage for all
      other Eligible Employees for the preceding Plan Year multiplied by 2.

If two or more plans which include cash or deferred arrangements are considered
as one plan for purposes of Code Sections 401(a)(4) or 410(b), such arrangements
included in such plans shall be treated as one arrangement for the purposes of
this Subsection; and if any Highly Compensated Eligible Employee is a
participant under two or more cash or deferred arrangements of the Controlled
Group, all such arrangements shall be treated as one cash or deferred
arrangement for purposes of determining the deferral percentage with respect to
such Highly Compensated Eligible Employee.


                                       33
<PAGE>
            (2)   For the purposes of this Section, for Plan Years beginning on
or after January 1, 1997, the actual deferral percentage for a specified group
of Eligible Employees for a Plan Year shall be the average of the ratios
(calculated separately for each Eligible Employee in such group) of (a) the
amount of Before-Tax Contributions and, at the election of an Employer, any
Qualified Nonelective Contributions actually paid to the Trust for each such
Eligible Employee for such Plan Year (including any "excess deferrals" described
in Section 4.1) to (b) the Eligible Employee's compensation for such Plan Year.
For the purposes of this Section and Section 4.3, the term "compensation" shall
mean the sum of an Eligible Employee's compensation under Section 4.9(3) and for
Plan Years beginning prior to January 1, 1998 his Before-Tax Contributions
(subject to the limitations described in Section 1.1(15)(b)).

            (3)   For the purposes of this Section, the term "Highly Compensated
Eligible Employee" for a particular Plan Year shall mean any Highly Compensated
Employee who is an Eligible Employee.

            (4)   Effective for Plan Years beginning on or after January 1,
1997, in the event that excess contributions (as such term is hereinafter
defined) are made to the Trust for any Plan Year, then, prior to March 15 of the
following Plan Year, such excess contributions (and any income allocable
thereto) shall be distributed to the Highly compensated Eligible Employees on
the basis of the respective portions of the excess contributions attributable to
each such Eligible Employee. For the purposes of this Subsection the term
"excess contributions" shall mean, for any Plan Year, the excess of (a) the
aggregate amount of Before-Tax Contributions actually paid to the Trust on
behalf of Highly Compensated Eligible Employees for such Plan Year over (b) the
maximum amount of such Before-Tax Contributions permitted for such Plan Year
under Subsection (1) of this Section, determined by reducing Before-Tax
Contributions


                                       34
<PAGE>
made on behalf of Highly Compensated Eligible Employees in order of the dollar
amount of such Before Tax Contributions made on behalf of Highly Compensated
Employees beginning with the highest dollar amount of such Before Tax
Contributions.

            (5)   Matching Allocations made with respect to a Participant's
excess contributions (and any income allocable thereto) shall be forfeited and
applied to reduce subsequent Matching Employer Contributions, and ESOP
Contributions required under the Plan.

            (6)   Effective for Plan Years beginning on or after January 1,
2001, the limitations set forth in subsections (1), (2), (3), (4) and (5) above
shall not apply to any Participant to the extent that the Plan (other than the
portion of the Plan benefiting Deferral Only Participants) satisfies the
alternative method for meeting the actual deferral percentage test as set forth
in Code Section 401(k)(12). At least 30 days, but not more than 90 days before
the beginning of each Plan Year, the Company will provide each Eligible Employee
a comprehensive notice of the Employee's rights and obligations under the Plan,
written in a manner calculated to be understood by the average Eligible
Employee. If an Employee becomes eligible after the 90th day before the
beginning of the Plan Year and does not receive the notice for that reason, the
notice must be provided no more than 90 days before the Employee becomes
eligible but not later than the date the Employee becomes eligible.

            4.3   Excess Matching Allocations. (1) Notwithstanding the
provisions of Article III, effective January 1, 1997, for any Plan Year the
contribution percentage (as defined in Subsection (2) of this Section) for the
group of Highly Compensated Eligible Employees (as defined in Section 4.2(3))
for such Plan Year shall not exceed the greater of (a) 125 percent of the
contribution percentage for all other Eligible Employees for the preceding Plan
Year or (b) the lesser of 200 percent of the contribution percentage for all
other Eligible Employees for the


                                       35
<PAGE>
preceding Plan Year, or the contribution percentage for the preceding Plan Year
for all other Eligible Employees plus 2 percentage points. If two or more plans
of the Controlled Group to which matching contributions, employee after-tax
contributions or before-tax contributions (as defined in Section 4.1(1)) are
made are treated as one plan for purposes of Code Section 410(b), such plans
shall be treated as one plan for purposes of this Subsection; and if a Highly
Compensated Eligible Employee participates in two or more plans of the
Controlled Group to which such contributions are made, all such contributions
shall be aggregated for purposes of this Subsection.

            (2)   For the purposes of this Section, for Plan Years beginning on
or after January 1, 1997 the contribution percentage for a specified group of
Eligible Employees for a Plan Year shall be the average of the ratios
(calculated separately for each Eligible Employee in such group) of (a) the
Matching Allocations made under the Plan for each such Eligible Employee for
such Plan Year to (b) the Eligible Employee's compensation (as defined, in
Section 4.2(2)) for such Plan Year.

            (3)   Effective for Plan Years beginning on or after January 1,
1997, in the event that excess aggregate contributions (as such term is
hereinafter defined) are made to the Trust for any Plan Year, then, prior to
March 15 of the following Plan Year, such excess contributions (and any income
allocable thereto) shall be forfeited (if forfeitable) and applied as provided
in Section 3.7 or (if not forfeitable) shall be distributed to the Highly
Compensated Eligible Employees on the basis of the respective portions of the
excess contributions attributable to each such Eligible Employee. For the
purposes of this Subsection, the term "excess aggregate contributions" shall
mean, for any Plan Year, the excess of (a) the aggregate amount of the Matching
Allocations made for Highly Compensated Eligible Employees for such Plan Year


                                       36
<PAGE>
over (b) the maximum amount of such Matching Allocations permitted for such Plan
Year under Subsection (1) of this Section, determined by reducing Matching
Allocations made for Highly Compensated Eligible Employees in order of the
dollar amount of such Matching Allocations made for Highly Compensated Eligible
Employees beginning with the highest dollar amount of such Matching Allocations.

            (4)   The determination of excess aggregate contributions under this
Section shall be made after (a) first determining the excess deferrals under
Section 4.1 and (b) then determining the excess contributions under Section 4.2.

            (5)   Effective for Plan Years beginning on or after January 1,
2001, the limitations set forth in subsections (1), (2), (3) and (4) above shall
not apply to any Participant to the extent that the Plan satisfies one of the
alternative methods for meeting the contribution percentage test as set forth in
Code Sections 401(m)(10) and 401(m)(11).

            4.4   Multiple Use of the Alternative Limitation.

            (1)   Notwithstanding the provisions of Article III or the foregoing
provisions of this Article IV, effective January 1, 1997, if, after the
application of Sections 4.1, 4.2 and 4.3, the sum of the actual deferral
percentage and the contribution percentage for the group of Highly Compensated
Eligible Employees (as defined in Section 4.2(3)) exceeds the aggregate limit
(as defined in Subsection (2) of this Section), then the contributions made for
such Plan Year for Highly Compensated Eligible Employees will be reduced so that
the aggregate limit is not exceeded. Such reductions shall be made first in
Before-Tax Contributions (but only to the extent that they are not matched by
Matching Allocations) and then in Matching Allocations. Reductions in
contributions shall be made in the manner provided in Section 4.2 or 4.3, as
applicable. The amount by which each such Highly Compensated Eligible Employee's


                                       37
<PAGE>
contribution percentage amount is reduced shall be treated as an excess
contribution or an excess aggregate contribution under Section 4.2 or 4.3, as
applicable. For the purposes of this Section, the actual deferral percentage and
contribution percentage of the Highly Compensated Eligible Employees are
determined after any reductions required to meet those tests under Sections 4.2
and 4.3. Notwithstanding the foregoing provisions of this Section, no reduction
shall be required by this Subsection if either (a) the actual deferral
percentage of the Highly Compensated Eligible Employees for the Plan Year does
not exceed 1.25 multiplied by the actual deferral percentage of the non-Highly
Compensated Eligible Employees for the preceding Plan Year, or (b) the
contribution percentage of the Highly Compensated Eligible Employees for the
Plan Year does not exceed 1.25 multiplied by the contribution percentage of the
non-Highly Compensated Eligible Employees for the preceding Plan Year.

            (2)   For purposes of this Section, effective January 1, 1997 the
term "aggregate limit" means the sum of (a) 125% of the greater of (i) the
actual deferral percentage of the non-Highly Compensated Eligible Employees for
the preceding Plan Year, or (ii) the contribution percentage of the non-Highly
Compensated Eligible Employees for the preceding Plan Year, and (b) the lesser
of (A) 200% of, or (B) two (2) plus, the lesser of such actual deferral
percentage or contribution percentage. If it would result in a larger aggregate
limit, the word "lesser" is substituted for the word "greater" in part (a) of
this Subsection, and the word "greater" is substituted for the word "lesser" the
second place such word appears in part (b) of this Subsection.

            (3)   Effective for Plan Years beginning on or after January 1,
2001, the limitations set forth in subsections (1) and (2) above shall not apply
to any Participant to the extent that the Plan satisfies the alternative method
for meeting the actual deferral percentage test


                                       38
<PAGE>
as set forth in Code Section 401(k)(12) or one of the alternative methods for
meeting the contribution percentage test as set forth in Code Sections
401(m)(10) and 401(m)(11).

            4.5   Monitoring Procedures. (1) In order to ensure that at least
one of the actual deferral percentages specified in Section 4.2(1) and at least
one of the contribution percentages specified in Section 4.3(1) and the
aggregate limit specified in Section 4.4(2) are satisfied for each Plan Year,
the Company shall monitor (or cause to be monitored) the amount of Before-Tax
Contributions and Matching Allocations being made to the Plan by or for each
Eligible Employee during each Plan Year. In the event that the Company
determines that neither of such actual deferral percentages, neither of such
contribution percentages or such aggregate limit will be satisfied for a Plan
Year, and if the Committee in its sole discretion determines that it is
necessary or desirable, the Before-Tax Contributions and/or the Matching
Allocations made thereafter by or for each Highly Compensated Eligible Employee
(as defined in Section 4.2(3)) may be reduced (pursuant to non-discriminatory
rules adopted by the Company) to the extent necessary to decrease the actual
deferral percentage and/or the contribution percentage for Highly Compensated
Eligible Employees for such Plan Year to a level which satisfies either of the
actual deferral percentages, either of the contribution percentages and/or the
aggregate limit.

            (2)   In order to ensure that excess deferrals (as such term is
defined in Section 4.1(2)) shall not be made to the Plan for any taxable year
for any Participant, the Company shall monitor (or cause to be monitored) the
amount of Before-Tax Contributions being made to the Plan for each Participant
during each taxable year and may take such action (pursuant to
non-discriminatory rules adopted by the Company) to prevent Before-Tax
Contributions made for any Participant under the Plan for any taxable year from
exceeding the maximum amount applicable under Section 4.1(1).


                                       39
<PAGE>
            (3)   The actions permitted by this Section are in addition to, and
not in lieu of, any other actions that may be taken pursuant to other Sections
of the Plan or that may be permitted by applicable law or regulation in order to
ensure that the limitations described in Sections 4.1, 4.2, 4.3 and 4.4 are met.

            4.6   Testing Procedures. (1) In applying the limitations set forth
in Sections 4.2, 4.3 and 4.4, the Company may, at its option, utilize such
testing procedures as may be permitted under Code Sections 401(a)(4), 401(k),
401(m) or 410(b) including, without limitation, (a) aggregation of the Plan with
one or more other qualified plans of the Controlled Group, (b) inclusion of
qualified matching contributions, qualified nonelective contributions or
elective deferrals described in, and meeting the requirements of, Treasury
Regulations under Code Sections 401(k) and 401(m) to any other qualified plan of
the Controlled Group in applying the limitations set forth in Sections 4.2, 4.3
and 4.4, or (c) any permissible combination thereof.

            (2)   Notwithstanding the foregoing provisions of this Article, to
the extent required by the Code and Treasury Regulations the limitations of
Sections 4.2, 4.3 and 4.4 shall be applied separately to each of the Profit
Sharing Feature and the ESOP Feature.

            4.7   Limitations on Employer and Before-Tax Contributions.
Notwithstanding any provision of the Plan to the contrary, any Before-Tax
Contributions or Employer Contributions hereunder for any Plan Year shall in no
event exceed the amount that would be deductible by an Employer for such Plan
Year for federal income tax purposes and each Before-Tax Contribution and
Employer Contribution to the Trust Fund made by any Employer is hereby
specifically conditioned upon such deductibility.

            4.8   Return of Contributions to Employers. (1) Except as
specifically provided in this Section or in the other Sections of the Plan, the
Trust Fund shall never inure to


                                       40
<PAGE>
the benefit of the Employers and shall be held for the exclusive purposes of
providing benefits to Employees, Participants and their Beneficiaries and
defraying reasonable expenses of administering the Plan.

            (2)   If an Employer Contribution to the Trust Fund is made by an
Employer by a mistake of fact, the excess of the amount contributed over the
amount that would have been contributed had there not occurred a mistake of fact
shall be returned to such Employer within one year after the payment of such
Contribution. If an Employer Contribution to the Trust Fund made by an Employer
which is conditioned upon the deductibility of the Contribution under Code
Section 404 (or any successor thereto) is not fully deductible under such Code
Section (or any successor thereto) such Contribution, to the extent the
deduction therefor is disallowed, shall be returned to the Employer within one
year after the disallowance of the deduction. Earnings attributable to Employer
Contributions returned to an Employer pursuant to this Subsection may not be
returned, but losses attributable thereto shall reduce the amount to be
returned; provided, however, that if the withdrawal of the amount attributable
to the mistaken or non-deductible contribution would cause the balance of the
individual Account of any Participant to be reduced to less than the balance
which would have been in such Account had the mistaken or non-deductible amount
not have been contributed, the amount to be returned to the Employer pursuant to
this Section shall be limited so as to avoid such reduction.

            4.9   Maximum Additions. (1) Notwithstanding the provisions of
Article III or the foregoing provision of this Article IV, effective as of
January 1, 1995, the maximum annual addition (as defined in Subsection (2) of
this Section) to a Participant's Account for any Plan Year (which shall be the
limitation year) shall in no event exceed the lesser of (a) $30,000


                                       41
<PAGE>
(as adjusted pursuant to Code Section 415(d)) or (b) 25% of his compensation for
such Plan Year.

            (1)   For the purpose of this Section, the term "annual additions"
means the sum for any Plan Year of:

                  (a)   all contributions (including, without limitation,
      Before-Tax Contributions made pursuant to Section 3.1) made by the
      Controlled Group which are allocated to the Participant's account pursuant
      to a defined contribution plan maintained by a Controlled Group Member,

                  (b)   all employee contributions made by the Participant to a
      defined contribution plan maintained by a Controlled Group Member,

                  (c)   all forfeitures allocated to the Participant's account
      pursuant to a defined contribution plan maintained by a Controlled Group
      Member,

                  (d)   any amount allocated to an individual medical benefit
      account (as defined in Section 415(l)(2) of the Code) of the Participant
      which is part of a pension or annuity plan, and

                  (e)   any amount attributable to medical benefits allocated to
      the Participant's account established under Code Section 419A(d)(1) if the
      Participant is or was a key-employee (as such term is defined in Code
      Section 416(i) during such Plan Year or any preceding Plan Year.

            (3)   For the purposes of this Section, the term "compensation"
shall mean Compensation within the meaning of Code Section 415(c)(3) and
regulations thereunder.

            (4)   If a Participant's annual additions would exceed the
limitations of Subsection (1) of this Section for a Plan Year as a result of the
allocation of forfeitures, a


                                       42
<PAGE>
reasonable error in estimating the Participant's compensation, or a reasonable
error in determining the amount of Before-Tax Contributions that may be made
with respect to the Participant under the limitations of this Section (or other
facts and circumstances which the Commissioner of Internal Revenue finds justify
application of the following rules of this Subsection), Employer Contributions
allocable to such Participant's Account for such Plan Year shall, to the extent
necessary to cause the limitations of Subsection (1) of this Section not to be
exceeded for such Plan Year, be held by the Trustee in a suspense account and
shall be used to reduce Employer Contributions for the next Plan Year (and
succeeding Plan Years, as necessary) for such Participant if such Participant is
covered by the Plan at the end of any such Plan Year; and if he is not covered
by the Plan at the end of any such Plan Year, such Employer Contributions held
by the Trustee in such suspense account shall be allocated and reallocated to
the accounts of other Participants, except that no such allocation or
reallocation shall cause the limitations of Subsection (1) of this Section to be
exceeded for any such other Participant for such Plan Year. Investment gains and
losses shall not be allocated to the suspense account during the period such
suspense account is required to be maintained pursuant to this Subsection. In
the event of a termination of the Plan, any then remaining balance of the
suspense account, to the extent it may not then be allocated to Participants,
shall revert to the Employers. If the allocation of such Employer Contributions
to the suspense account described in this Subsection is not sufficient to cause
the limitations of Subsection (1) of this Section not to be exceeded for such
Plan Year, Before-Tax Contributions made for such Participant for such Plan Year
which constitute part of the annual additions (together with any gains
attributable thereto) shall be returned to him to the extent necessary to
effectuate such reduction.


                                       43
<PAGE>
            4.10  Maximum Benefits. (1) Except as otherwise provided in Code
Section 415(e), in any case in which an individual is a participant in both a
defined benefit plan and a defined contribution plan maintained by the
Controlled Group, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Plan Year shall not exceed 1. In the event a
reduction is necessary to avoid exceeding the limitation set forth in this
Section, the affected Participant's benefits under the defined benefit plan
shall be reduced to the extent necessary to avoid exceeding such limitation. For
purposes hereof,

                  (a)   the defined benefit plan fraction for any Plan Year is a
      fraction, (i) the numerator of which is the projected annual benefit of
      the participant under the plan (determined as of the close of the Year),
      and (ii) the denominator of which is the lesser of (A) the product of
      1.25, multiplied by the dollar limitation in effect under Code Section
      415(b)(1)(A) for such Year or (B) the product of 1.4, multiplied by the
      amount which may be taken into account under Code Section 415(b)(l)(B)
      with respect to such participant under the plan for such Year; and

                  (b)   the defined contribution plan fraction for any Plan Year
      is a fraction, (i) the numerator of which is the sum of the annual
      additions to the participant's account as of the close of the Year and for
      all prior Years, and (ii) the denominator of which is the sum of the
      lesser of the following amounts determined for such Year and for each
      prior year of service with the Controlled Group (regardless of whether a
      plan was in existence during such Year):

                        (A)   the product of 1.25, multiplied by the dollar
                  limitation in effect under Code Section 415(c)(1)(A) for such
                  Year and each such prior year of service, or


                                       44
<PAGE>
                        (B)   the product of 1.4, multiplied by the amount which
                  may be taken into account under Code Section 415(c)(1)(B) with
                  respect to such participant under such plan for such Year and
                  each such prior year of service.

            (2)   A Participant's projected annual benefit for purposes of
Subsection (1) of this Section is equal to the annual benefit to which he would
be entitled under the terms of the defined benefit plan, assuming he will
continue employment until reaching normal retirement age as determined under the
terms of such plan (or current age, if later), his compensation for the Plan
Year under consideration will remain the same until the date he attains such
age, and all other relevant factors used to determine benefits under the plan
for the Plan Year under consideration will remain constant for all future Plan
Years.

            (3)   The limitations set forth in subsections (1) and (2) above
shall not apply to any Participant who performs one Hour of Service on or after
January 1, 2000.

            4.11  Definitions. (1) For purposes of applying the limitations set
forth in Sections 4.9 and 4.10, all qualified defined benefit plans (whether or
not terminated) ever maintained by one or more Controlled Group Members shall be
treated as one defined benefit plan, and all qualified defined contribution
plans (whether or not terminated) ever maintained by one or more Controlled
Group Members shall be treated as one defined contribution plan.

            (2)   For purposes of this Section and Sections 4.9 and 4.10, the
term "Controlled Group Member" shall be construed in light of Code Section
415(h).

            4.12  Funding Policy. To the extent such has not already been done,
the Committee shall (1) determine, establish and carry out a funding policy and
method consistent with the objectives of the Plan and the requirements of
applicable law, and (2) furnish from time


                                       45
<PAGE>
to time to the person responsible for the investment of the assets held in the
Trust Fund information such Committee may have relative to the Plan's probable
short-term and long-term financial needs, including any probable need for
short-term liquidity, and such Committee's opinion (if any) with respect
thereto.


                                       46
<PAGE>
                            ARTICLE V. - INVESTMENTS

            5.1   Investment Funds. (1) The Trust Fund (other than the portion
of the Trust Fund consisting of the Loan Accounts) shall be divided into the
following Investment Funds: the Equity Fund, the Fixed Income Fund, the Money
Market Fund, the NCC Stock Fund, the Capital Preservation Fund, and effective
April 16, 2001 the NPI Stock Fund and such other Investment Funds as the
committee may in its discretion select or establish. Before-Tax Contributions,
Transfer Contributions and Employer Contributions shall be invested therein as
provided in Section 5.5. Subject to the provisions of the Plan and Trust
Agreement relating to the appointment of an Investment Manager and to other
applicable provisions of the Plan and Trust Agreement, the Trustee shall hold,
manage, administer, value, invest, reinvest, account for and otherwise deal with
each Investment Fund separately. Prior to January 1, 2002, dividends, interest,
and other distributions received by the Trustee in respect of each Investment
Fund shall be reinvested in the same Investment Fund. Effective January 1, 2002,
except as provided in Section 17.5(1), dividends, interest and other
distributions received by the Trustee in respect of each Investment Fund shall
be reinvested in the same Investment Fund.

            (2)   The Trustee shall invest and reinvest the principal and income
of each such Investment Fund and shall keep each such Investment Fund invested,
without distinction between principal and income, in such property, investments
and securities as the Trustee may deem suitable without regard to any percentage
or other limitation in any laws or rules of court applying to investments by
trust companies or trustees; but subject, however, to the terms of the Plan and
Trust Agreement and to the following provisions:

                  (a)   All or any part of the Equity Fund, the Fixed Income
      Fund, the Capital Preservation Fund, the Money Market Fund or any other
      Investment Funds which the Committee shall in its discretion have selected
      or established may, in the discretion of


                                       47
<PAGE>
      the Trustee, be invested in the NCB Investment Trust Fund or in shares of
      mutual funds, including any such mutual fund which may be advised by the
      Trustee or an affiliate of the Trustee. Funds in the Fixed Income Fund,
      the Equity Fund and the Capital Preservation Fund shall not be invested in
      the NCB Investment Trust Fund or a mutual fund unless such NCB Investment
      Trust Fund or mutual fund consists of the same general types of
      investments as are permitted under such Funds. Funds in the Money Market
      Fund may not be invested in an NCB Investment Trust Fund or a mutual fund
      unless such NCB Investment Trust Fund or mutual fund consists generally of
      investments principally in bonds, notes or other evidences of indebtedness
      which are payable on demand (including variable amount notes) or which
      have a maturity date not exceeding 91 days after the date of purchase.

                  (b)   The Trustee may make deposits or investments of funds in
      time or savings deposits or instruments of a Controlled Group Member,
      provided such funds are awaiting investment or distribution, and nothing
      contained in this Section shall serve to preclude or prohibit such
      deposits or investment of such funds.

                  (c)   The determination of the Trustee as to whether an
      investment is within the category of investments which may be made for the
      Fixed Income Fund, the Equity Fund, the NCC Stock Fund, the NPI Stock
      Fund, the Capital Preservation Fund or the Money Market Fund or any other
      Investment Fund as the Committee shall have established shall be
      conclusive.

                  (d)   The Trustee in its discretion may keep such portion of
      the Investment Funds in cash as the Trustee may from time to time deem to
      be advisable and shall not be liable for interest on uninvested funds.


                                       48
<PAGE>
                  (e)   The Trustee is authorized to commingle the assets of the
      Trust with other trusts through the medium of the National City
      Corporation Investment Trust for Retirement Trusts established by a trust
      instrument executed by National City Corporation and National City Bank
      (the "NCC Investment Trust"). To the extent of the equitable share of the
      Trust in the National City Corporation Investment Trust for Retirement
      Trusts, the NCC Investment Trust, as such document has been or may be
      amended, and the trust created thereunder, shall be deemed part of this
      Plan and Trust.

            5.2   Account; Sub-Account. (1) Prior to January 1, 2002, the
Trustee shall establish and maintain, or cause to be maintained, an Account for
each Participant, which Account shall reflect, pursuant to Sub-Accounts
established and maintained thereunder, the amount, if any, of the Participant's
(a) Before-Tax Contributions, (b) After-Tax Contributions, (c) Matching
Allocations, (d) Qualified Nonelective Contributions and (e) Transfer
Contributions (unless the Trustee determines to maintain the cash or property
transferred to the Trust Fund as a Transfer Contribution pursuant to one or more
of the foregoing Sub-Accounts).

            (2)   Effective January 1, 2002, The Trustee shall establish and
maintain, or cause to be maintained, a Profit Sharing Account and an ESOP
Account for each Participant, which together shall constitute a Participant's
'Account'. The ESOP Account shall be composed of the portion of a Participant's
Account that is invested in the NCC Stock Fund and shall be subject to the
provisions of Article XVII. The Profit Sharing Account shall be composed of the
portion of a Participant's Account that is invested in any Investment Fund other
than the NCC Stock Fund. The Profit Sharing Account and the ESOP Account shall
each reflect, pursuant to Sub-Accounts established and maintained thereunder,
the amount, if any, of the Participant's (a) Before-Tax Contributions, (b)
After-Tax Contributions, (c) Matching Allocations, (d) Qualified


                                       49
<PAGE>
Nonelective Contributions and (e) Transfer Contributions (unless the Trustee
determines to maintain the cash or property transferred to the Trust Fund as a
Transfer Contribution pursuant to one or more of the foregoing Sub-Accounts)
that are held in the Profit Sharing Account and the ESOP Account of each
Participant, as applicable. Any reference to 'Sub-Account' in this Plan shall
refer to the relevant Sub-Account maintained under the Profit Sharing Account
and the ESOP Account.

            (3)   The Trustee shall establish any Sub-Account required by any
Appendix to the Plan. The Trustee shall also maintain, or cause to be
maintained, separate records which shall show (i) the portion of each such
Sub-Account invested in each Investment Fund and (ii) the amount of
contributions thereto, payments and withdrawals and loans therefrom and the
amount of income, expenses, gains and losses attributable thereto. The interest
of each Participant in the Trust Fund at any time shall consist of his Account
balance (as determined pursuant to Section 5.4) as of the last preceding
Valuation Date plus credits and minus debits to such Account since that Date
plus the value of the Participant's Loan Account on the last preceding Valuation
Date on which the Administrator valued such Loan Account pursuant to Section
6.13 plus any amounts credited to such Loan Account and not invested in any
Investment Fund.

            5.3   Reports. The Committee shall cause reports to be made at least
annually to each Participant and to the Beneficiary of each deceased Participant
as to the value of his Account and the amount of his Vested Interest. In
addition, the Committee shall cause such a report to be made to each Participant
who (a) requests such a report in writing (provided that only one report shall
be furnished a Participant upon such a request in any 12-month period), (b) has
terminated employment with the Controlled Group, or (c) incurs a Break in
Service.


                                       50
<PAGE>
            5.4   Valuation of Investment Funds. (1) As of each Valuation Date,
the Trustee shall determine the value of each Investment Fund in accordance with
the terms of this Section and the Trust Agreement. The Trustee shall determine,
from the change in value of each Investment Fund between the current Valuation
Date and the then last preceding Valuation Date, the net gain or loss of such
Investment Fund during such period resulting from expenses paid (including the
fees and expenses of the Trustee and Investment Manager, if any, which are to be
charged to such Investment Fund in accordance with the terms of the Plan and the
Trust Agreement) and realized and unrealized earnings, profits and losses of
such Investment Fund during such period. The transfer of funds to or from an
Investment Fund pursuant to Section 5.6, Participant or Employer Contributions
allocated to an Investment Fund, and payments, distributions and withdrawals
from an Investment Fund to provide benefits under the Plan for Participants or
Death Beneficiaries shall not be deemed to be earnings, profits, expenses or
losses of the Investment Fund.

            (2)   After each Valuation Date, the net gain or loss of each
Investment Fund determined pursuant to Subsection (1) of this Section shall be
allocated as of such Valuation Date by the Trustee to the Accounts of
Participants and Beneficiaries in such Investment Fund in proportion to the
amounts of such Accounts invested in such Investment Fund on such Valuation
Date, exclusive of amounts to be credited but including amounts (other than the
net loss, if any, determined pursuant to Subsection (1) of this Section) to be
debited to such Accounts as of such Valuation Date.

            (3)   Except as may otherwise be provided by the Committee,
Before-Tax Contributions, Matching Allocations, Qualified Nonelective
Contributions and Transfer Contributions shall be credited to each Participant's
Account and allocated to the appropriate


                                       51
<PAGE>
Investment Fund as of the first business day following the Valuation Date
coincident with or next following the date the Trustee has received such amounts
and appropriate instructions as to the allocation of such amounts among the
Investment Funds.

            (4)   The reasonable and equitable decision of the Trustee as to the
value of each Investment Fund as of each Valuation Date shall be conclusive and
binding upon all persons having any interest, direct or indirect, in such
Investment Fund.

            5.5   Investment of Before-Tax, Transfer and Employer Contributions.
(1) Each Participant may, pursuant to rules and procedures adopted by the
Committee, direct that Before-Tax and Transfer Contributions made by or for him
and repayments of a loan made pursuant to Section 6.13, shall be invested in any
or all of the Investment Funds. An investment option selected by a Participant
shall remain in effect and be applicable to all subsequent Before-Tax and
Transfer Contributions and loan repayments made by or for him unless and until
an investment change is made by him. Notwithstanding the foregoing provisions of
this subsection (1) to the contrary, a Participant may not direct the investment
of Transfer Contributions into the NPI Stock Fund.

            (2)   An investment direction described in this Section may only be
made either (A) on a form supplied or approved by the Committee, signed by the
Participant and filed with the Committee or an Employer or (B) if available to
the Participant, by effecting such direction by means of electronic medium
including, but not limited to, a voice response telephonic system or personal
computer access to an internet website maintained on behalf of the Plan, with
confirmation by means of a writing mailed to the Participant within three
business days. In the absence of an effective investment direction, Before-Tax
and Transfer Contributions and loan repayments shall be invested in the Money
Market Fund. Any cash received by the Trust


                                       52
<PAGE>
between Valuation Dates may be temporarily invested until the Valuation Date
next following the date such cash is received, at which time it shall be
allocated among the Investment Funds in accordance with the foregoing provisions
of this Section.

            (3)   A participant may change his investment direction with respect
to all subsequent Before-Tax and Transfer Contributions made by or for him
either (A) by filing with the Committee or his Employer, on a form supplied or
approved by the Committee or his Employer, a signed investment direction
revision, or (B) if available to the Participant, by effecting such change by
means of electronic medium, including but not limited to a voice response
telephonic system or personal computer access to an internet website maintained
on behalf of the Plan, with confirmation by means of a writing mailed to the
Participant within three business days. Only one such investment direction
revision may be made by a Participant for any calendar day. Such investment
direction revision shall affect only amounts contributed after the direction and
prior to a subsequent direction.

            (4)   All Employer Contributions shall be invested in the NCC Stock
Fund.

            5.6   Transfers of Investments. (1) Each Participant shall have the
right from time to time to elect that all or a part of his interest in one or
more of the Investment Funds (including amounts attributable to Employer
Contributions) be liquidated and the proceeds thereof reinvested in any of the
other Investment Funds other than the NPI Stock Fund. Such an investment-mix
adjustment shall not affect investment of amounts received in the Trust as
contributions, which shall continue to be invested pursuant to Section 5.5.
Notwithstanding the foregoing provisions of this Section, a Participant may not
elect that any part of his interest in the Capital Preservation Fund be
liquidated and that the proceeds thereof reinvested in the Money Market Fund or
the Fixed Income Fund. Further, notwithstanding the foregoing provisions of


                                       53
<PAGE>
this Section, a Participant may not elect that more than 20% of his interest in
the NPI Stock Fund (or, if greater, 2 full units in the NPI Fund) be liquidated
on any Business Day.

            (2)   An investment-mix adjustment described in this Section may
only be made on either (A) a form supplied or approved by the Committee or an
Employer, signed by the Participant and flied with the Committee or his Employer
or (B) if available to the Participant, by effecting such adjustment by means of
electronic medium described in Section 5.5(3), with written confirmation sent to
the Participant within three business days. Only one such adjustment may be made
by a Participant for any calendar day.

            (3)   Any non-Participant, including, without limitation, a
Beneficiary of a deceased Participant or an alternate payee under a qualified
domestic relations order, shall have the same rights a Participant has under
Subsections (1) and (2) of this Section.

            5.7   Committee Rules and Directions to Trustee. (1) The Committee
shall adopt, and may amend from time to time, general rules of uniform
application which shall provide for the administration of each Investment Fund,
including, but not limited to, rules providing (a) for the time or times that an
investment direction or transfer pursuant to Sections 5.5 and 5.6 may be filed
and be effective; (b) for minimum limits (not in excess of $50) on the amount
that may be invested for one Participant at any one time in an Investment Fund
and on the amount that may be transferred from Investment Funds if such amount
is less than all of the Participant's interest in any such Fund; (c) for
procedures pursuant to which a Participant may designate the portion of his
Before-Tax and Transfer Contributions to be invested in such Investment Funds as
he elects in terms of a whole percentage of the amount to be invested; and (d)
for any other matters which the Committee deems necessary or advisable in the
administration of any Investment Fund.


                                       54
<PAGE>
            (2)   The Committee shall give appropriate and timely directions to
the Trustee in order to permit the Trustee to give effect to the investment
choice and investment change elections made under Sections 5.5 and 5.6 and to
provide funds for distributions and withdrawals pursuant to Article VI.
Investments in and withdrawals from each Investment Fund shall be made only as
of a Valuation Date.


                                       55
<PAGE>
               ARTICLE VI. - DISTRIBUTIONS, WITHDRAWALS AND LOANS

            6.1   Distributions In General. A Participant's interest in the
Trust Fund shall only be distributable as provided in this and the following
Sections of this Article. A Participant or Beneficiary who is eligible to
receive a distribution under applicable Sections of this Article shall obtain a
blank application for that purpose from the Committee and file with such
Committee his application in writing on such form, furnishing such information
as such Committee may reasonably require, including satisfactory proof of his
age and that of his Spouse (if applicable) and any authority in writing that the
Committee may request authorizing it to obtain pertinent information,
certificates, transcripts and/or other records from any public office.

            6.2   Distributions on Death. (1) If a Participant dies before the
payment or commencement of payment of his Vested Interest to him, his entire
Account, valued as of the next Valuation Date which is at least 30 days after
the date on which the Death Beneficiary files his application pursuant to
Section 6.1, shall be paid or commence to be paid to the Participant's Death
Beneficiary pursuant to Subsection (2) of this Section as soon as practicable
after such Valuation Date, but in no event shall payment be made or commenced
later than the time prescribed in Section 6.8(2) without regard to whether an
application has been filed.

            (2)   In the event of the death of a Participant who dies under the
circumstances described in Subsection (1) of this Section, such Participant's
Account shall be paid to his Death Beneficiary under one of the following
methods as the Death Beneficiary shall elect:

                  (a)   such amount shall be paid to him in a lump sum; or

                  (b)   such amount shall be paid to him in such annual,
      quarterly or monthly installments, as elected by the Death Beneficiary,
      over a term certain not extending beyond the life expectancy of the Death
      Beneficiary.


                                       56
<PAGE>
            (3)   If a Participant dies after the commencement of payments of
his Vested Interest to him in the form described in Section 6.3(l)(b), but
before all of such payments have been made, the undistributed portion of this
Vested Interest shall continue to be paid to his Death Beneficiary in the same
manner as originally elected by the Participant.

            (4)   A Death Beneficiary who is currently receiving payments
pursuant to Subsection (2)(b) or (3) above may elect to withdraw all or any
portion of the deceased Participant's account payable to him under this Section
6.2 in the form of a single sum payment or a distribution of NCC Stock. A Death
Beneficiary shall be limited to two such withdrawals in the same calendar year.

            6.3   Distributions on Normal or Early Retirement or Disability. (1)
If a Participant's termination of employment with the Controlled Group occurs
(other than by reason of his death) on or after his attainment of his Normal or
Early Retirement Age or by reason of his Disability, his entire Account, valued
as of the Valuation Date specified in Subsection (2) of this Section, shall be
paid or commence to be paid to him under one or a combination of the following
methods as the Participant shall elect upon application filed by him with the
Committee pursuant to Section 6.1:

                  (a)   such amount shall be paid to him in a lump sum; or

                  (b)   such amount shall be paid to him in such annual,
      quarterly or monthly installments, as elected by the Participant, over a
      term certain not extending beyond the life expectancy of the Participant
      or the joint life expectancy of the Participant and his Beneficiary.

            (2)   Distributions pursuant to this Section shall be paid or
commence to be paid to a Participant as soon as practicable after, and shall be
valued as of, the next Valuation


                                       57
<PAGE>
Date which is at least 30 days after the later of (a) the date on which the
Participant files his application with the Committee pursuant to Section 6.1 or
(b) the date of the Participant's termination of employment from the Controlled
Group, but in no event shall payment be made or commenced later than the time
prescribed in Section 6.8(2) without regard to whether an application has been
filed.

            (3)   Notwithstanding anything in Subsections (1) or (2) above, a
Participant described in Subsection (1) of this Section may elect to withdraw
all or any portion of his Vested Interest in his Account in the form of a single
sum payment or a distribution of NCC Stock. A Participant shall be limited to
two such withdrawals in the same calendar year.

            (4)   If a Participant described in Subsection (1) of this Section
should again become an Employee before his entire Account has been distributed,
the distribution of his Account shall cease until the Participant again
terminates his employment with the Controlled Group.

            6.4   Distribution on Other Termination of Employment. If a
Participant's termination of employment with the Controlled Group occurs under
circumstances other than those covered by Sections 6.2 and 6.3, his entire
Vested Interest, valued as of the Valuation Date coinciding with or next
following the date determined pursuant to Section 6.3(2), shall be paid to him
in a lump sum at such time as provided in Section 6.3(2).

            6.5   Payment of Small Benefits. Effective April 1, 2000,
notwithstanding the foregoing provisions of this Article, if the value of the
Vested Interest of a participant following his termination of employment
(whether by death or otherwise) does not exceed $5,000 on the first Valuation
Date next following such termination of employment, such Vested Interest shall


                                       58
<PAGE>
be paid to the Participant (or, if applicable, his Beneficiary) in a lump sum
within 90 days after such Valuation Date.

            6.6   Distributions-Pursuant to a QDRO. If a qualified domestic
relations order (as defined in Code Section 414(p)) so provides, the portion of
a Participant's Vested Interest payable to the alternate payee(s) may be
distributed to the alternate payee(s) at the time specified in such order,
regardless of whether the Participant is entitled to a distribution from the
Plan at such time. The portion of the Vested Interest so payable shall be valued
as of the Valuation Date coincident with or next following the date specified in
such order.

            6.7   Distribution on Sale of Assets or Disposition of Business.
Notwithstanding the preceding provisions of this Section, in the event that a
Participant's termination of employment with the Controlled Group is caused by
the disposition by an Employer of substantially all of the assets of a trade or
business, or its interest in a subsidiary, and such Participant continues
employment with the corporation acquiring such assets or such subsidiary, the
Participant, if he so elects on an application filed with the Committee pursuant
to Section 6.1, shall be entitled to a distribution of his Account valued as of
the Valuation Date specified in Section 6.3(2), provided, however, that such
Account may only be distributed in the form of a lump sum or in the form of NCC
Stock.

            6.8   Latest Time of Distribution. (1) Distributions under the Plan
shall occur or begin as provided in the preceding Sections of this Article, but
in no event later than 60 days after the close of the Plan Year in which the
latest of the following events occur: (a) the date on which the Participant
attains age 65, (b) the 10th anniversary of the year in which the Participant
commenced participation in the Plan, or (c) the Participant's termination of
employment with the Controlled Group, provided that, except as provided in
Subsection (2) of this Section and Section


                                       59
<PAGE>
6.5, no distribution shall be required to be made or commence until the
Participant files his application with the Committee pursuant to Section 6.1.

            (2)   (a) Notwithstanding any other provision of the Plan, effective
      as of January 1, 1996, the entire Account of each Participant under the
      Plan who is a 5% owner (as defined in Code Section 416) (i) shall be
      distributed to him in a lump sum in cash not later than April 1 of the
      calendar year following the calendar year in which he attains age 70-1/2
      and, with respect to Participants who are Employees, on December 31 of
      such year and each succeeding year, or (ii) shall commence to be
      distributed not later than the time specified in Clause (i) of this
      Paragraph (a) in the form specified in Section 6.3(1)(b) if such form is
      elected by the Participant in accordance with Section 6.3. In addition,
      the entire Account of any other Participant must be distributed or
      commence to be distributed not later than April 1 of the Calendar Year
      following the later of (x) the calendar year in which the Participant
      attains age 70-1/2 or (y) the calendar year in which the Participant
      incurs a Termination of Employment.

                  (b)   If distribution of a Participant's Account under the
      Plan has begun and such Participant dies before his entire interest has
      been distributed to him, the remaining portion of such Account shall be
      distributed to his Death Beneficiary at least as rapidly as under the
      method of distribution being used as of the date of his death.

                  (c)   If a Participant dies before the distribution of his
      Account under the Plan has begun, the entire Account of the Participant
      shall be distributed to his Death Beneficiary by the December 31 of the
      year in which occurs the fifth anniversary of such Participant's death;
      provided, however, that such five-year rule shall not be applicable to any
      portion of the Participant's Account under the Plan which is payable to
      the


                                       60
<PAGE>
      Participant's Death Beneficiary if such portion is distributed in the form
      specified in Section 6.2(2)(b), and such distributions begin not later
      than the December 31 of the calendar year immediately following the
      calendar year in which the Participant died or, in the case of a Death
      Beneficiary who is the Participant's surviving Spouse, the December 31 of
      the calendar year in which the Participant would have attained age 70-1/2.

                  (d)   Distributions under this Subsection shall be made in
      accordance with the provisions of Code Section 401(a)(9) and Treasury
      Regulations issued thereunder, which provisions are hereby incorporated
      herein by reference, provided that such provisions shall override the
      other distribution provisions of the Plan only to the extent that such
      other Plan provisions provide for distribution that is less rapid than
      required under such provisions of the Code and Regulations. Nothing
      contained in this Section shall be construed as providing any optional
      form of payment that is not available under the other distribution
      provisions of the Plan.

            6.9   Withdrawal of Contributions Upon Attainment of Age 59-1/2. A
Participant who is an Employee and who is at least age 59-1/2 may elect to
withdraw all or any portion of his Vested Interest in his Account in the form of
a single sum payment or a distribution of NCC Stock. A Participant shall be
limited to two such withdrawals in the same calendar year. A Participant who
makes two such withdrawals in the same calendar year while he is an Employee
shall not be permitted to have any further Before-Tax Contributions made for him
for the remainder of such calendar year. Withdrawals pursuant to this Section
will be paid to the Participant as soon as practicable after, and shall be
valued as of, the next Valuation Date which is at least 30 days after the date
on which the Participant files an application for withdrawal with the Committee.


                                       61
<PAGE>
            6.10  Withdrawal of After-Tax Transfer and Certain Sub-Account
Contributions. . (1) A Participant, whether or not he is an Employee, may elect
to withdraw all or any portion of his After-Tax Contributions Sub-Account. A
Participant shall be permitted to make only 2 such withdrawals during each Plan
Year.

            (2)   A Participant, whether or not he is an Employee, may elect to
withdraw all or any portion of his Transfer Contributions Sub-Account which is
attributable to Transfer Contributions described in Section 3.4(2).

            (3)   A Participant, whether or not he is an Employee, may elect to
withdraw all or any portion of his Sub-Account which was required to be
established by any Appendix to the Plan; provided, however, that this Subsection
(3) shall not apply to any portion of any Sub-Account which is maintained
irrespective of such Appendix. A Participant shall be permitted to make only 2
such withdrawals during each Plan Year.

            (4)   Withdrawals pursuant to this Section shall be paid to the
Participant as soon as practicable after, and shall be valued as of, the next
Valuation Date, which is at least 30 days after the date on which the
Participant files an application for a withdrawal with the Committee.

            6.11  Hardship Withdrawals. A Participant who is an Employee and who
has obtained all distributions and withdrawals (other than for Hardship) and all
nontaxable loans then available under all plans maintained by the Controlled
Group may request, on a form provided by and filed with the Committee, a
withdrawal on account of Hardship of all or a part of his Before-Tax
Contributions Sub-Account (excluding any earnings allocated thereto on or after
January 1, 1989). Upon making a determination that the Participant is entitled
to a withdrawal on account of Hardship, the Committee shall direct the Trustee
to distribute to such Participant


                                       62
<PAGE>
all or a portion of his Before-Tax Contributions Sub-Account (excluding any
earnings allocated thereto on or after January 1, 1989), provided that the
amount of the withdrawal shall not be in excess of the amount necessary to
alleviate such Hardship. If a withdrawal on account of Hardship is made by a
Participant pursuant to this Subsection, the following rules shall apply
notwithstanding any other provision of the Plan (or any other plan maintained by
the Controlled Group) to the contrary:

                  (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 12 months (or, for Plan Years beginning on or after January 1,
      2002, a period of 6 months) following receipt of the Hardship withdrawal;
      and

                  (b)   for Plan Years beginning prior to January 1, 2002, the
      amount of the Participant's Before-Tax Contributions (and any comparable
      contributions to any other plan maintained by the Controlled Group) for
      the Participant's taxable year immediately following the taxable year of
      the Hardship withdrawal shall not be in excess of the applicable limit
      under Code Section 402(g) for such next taxable year less the amount of
      such Participant's Before-Tax Contributions (and any comparable
      contributions to any other plan maintained by the Controlled Group) for
      the taxable year of the Hardship withdrawal.

            6.12  Mechanics of Making Distributions. (1) Where a distribution,
withdrawal or loan is to be made from the Trust Fund of only a portion of a
Participant's Vested Interest in the Trust Fund and such Interest is invested in
more than one of the Investment Funds, the Participant shall designate (on a
form approved by the Committee, signed by him and filed with


                                       63
<PAGE>
the Committee) which of the Funds should be liquidated in order to make such
distribution. Such a designation shall not be considered an investment direction
or investment transfer for the purpose of the limitations described in Sections
5.5, 5.6 and 5.7.

            (2)   All distributions, withdrawals and loans shall be made in
cash, provided that if the Participant or Beneficiary so elects on a form
provided by the Committee, a distribution or withdrawal (but not a loan) may be
made in the form of full shares of NCC Stock, based on the fair market value of
such Stock (as determined by the Trustee in accordance with the provisions of
the Trust Agreement) on the Valuation Date as of which such distribution is
made. In addition, a Participant or Beneficiary may elect to receive a
distribution or withdrawal (but not a loan) of that portion of his Account which
is invested in the NPI Stock Fund in the form of full shares of NPI Stock
(subject to the Participant or Beneficiary having at least 200 units of the NPI
Stock Fund in his Account), based on the fair market value of such NPI Stock (as
determined by the Trustee in accordance with the provisions of the Trust
Agreement) on the Valuation Date as of which such distribution is made.

            6.13  Loans to Participants. (1) A Participant who is a "party in
interest" within the meaning of ERISA Section 3(14) may apply on a form provided
by the Committee for a loan from his Account. If the Committee determines that
the Participant is not in bankruptcy or similar proceedings and is entitled to a
loan in accordance with the following provisions of this Section, the Committee
shall direct the Trustee to make a loan to the Participant from his Account.
Each loan shall be charged against the Participant's Sub-Accounts on a pro-rata
basis.

            (2)   A Participant shall not be entitled to a loan under this
Section unless the Participant consents to (a) the use of the Participant's
Account as security as provided in Subsection (5)(c) of this Section and (b) the
possible reduction of the Participant's Account as


                                       64
<PAGE>
provided in Subsection (6) of this Section. Any consent required by the
preceding sentences must be given within the ninety day period preceding the
disbursement of the loan proceeds.

            (3)   Each loan shall be in an amount which is not less than $500.
The maximum loan to any Participant (when added to the outstanding balance of
all other loans to the Participant from all qualified employer plans (as defined
in Code Section 72(p)(4)) of the Controlled Group) shall be an amount which does
not exceed the lesser of

                  (a)   $50,000, reduced by the excess (if any) of (i) the
      highest outstanding balance of such other loans during the one-year period
      ending on the day before the date on which such loan is made, over (ii)
      the outstanding balance of such other loans on the date on which such loan
      is made, or

                  (b)   50% of the value of such Participant's Account on the
      date on which such loan is made.

            (4)   For each Participant for whom a loan is authorized pursuant to
this Section, the Administrator shall (a) direct the Trustee to liquidate the
Participant's interest in the Investment Funds as directed by the Participant
or, in the absence of such direction, on a pro-rata basis, to the extent
necessary to provide funds for the loan, (b) direct the Trustee to disburse such
funds to the Participant upon the Participant's execution of the promissory note
and security agreement referred to in Subsection (5)(d) of this Section, (c)
transmit to the Trustee the executed promissory note and security agreement
referred to in Subsection (5)(d) of this Section, and (d) establish and maintain
a separate recordkeeping account within the Participant's Account (the "Loan
Account") (i) which initially shall be in the amount of the loan, (ii) to which
the funds for the loan shall be deemed to have been allocated and then disbursed
to the Participant, (iii) to which the promissory note shall be allocated and
(iv) which shall show the unpaid principal of


                                       65
<PAGE>
and interest on the promissory note from time to time. All payments of principal
and interest by a Participant shall be credited initially to his Loan Account
and applied against the Participant's promissory note, and then invested in the
Investment Funds pursuant to the Participant's direction under Section 5.5. The
Administrator shall value each Participant's Loan Account for purposes of
Section 5.2 at such times as the Administrator shall deem appropriate, but not
less frequently than quarterly.

            (5)   Loans made pursuant to this Section:

                  (a)   shall be made available to all Participants on a
      reasonably equivalent basis;

                  (b)   shall not be made available to Highly Compensated
      Employees in a percentage amount greater than the percentage amount made
      available to other Participants;

                  (c)   shall be secured by the Participant's Loan Account; and

                  (d)   shall be evidenced by a promissory note and security
      agreement executed by the Participant which provides for:

                  (i)   the security referred to in paragraph (c) of this
            Subsection;

                  (ii)  a rate of interest determined by the Committee in
            accordance with applicable law;

                  (iii) repayment within a specified period of time, which shall
            not extend beyond five years;

                  (iv)  repayment in equal payments over the term of the loan,
            with payments not less frequently than quarterly; and


                                       66
<PAGE>
                  (v)   for such other terms and conditions as the Committee
            shall determine, which shall include provision that:

                        (A)   with respect to a Participant who is an Employee,
                  the loan will be repaid pursuant to authorization, by the
                  Participant of equal payroll deductions over the repayment
                  period sufficient to amortize fully the loan within the
                  repayment period, provided, however, the Committee may waive
                  the requirement of equal payroll deductions if the Employer
                  payroll through which the Participant is paid cannot
                  accommodate such deductions;

                        (B)   the loan shall be prepayable in whole at any time
                  without penalty; and

                        (C)   the loan shall be in default and become
                  immediately due and payable upon the first to occur of the
                  following events:

                              (I)   the Participant's failure to make required
                        payments on the promissory note by the end of the
                        calendar quarter following the calendar quarter in which
                        such payment was due; or

                              (II)  in the case of a Participant who is not an
                        Employee, distribution of his Account; or

                              (III) in the case of a Participant who is an
                        Employee, termination of his employment with the
                        Controlled Group; or

                              (IV)  the Participant's death; or

                              (V)   the filing of a petition, the entry of an
                        order or the appointment of a receiver, liquidator,
                        trustee or other person in a


                                       67
<PAGE>
                        similar capacity, with respect to the Participant,
                        pursuant to any state or federal law relating to
                        bankruptcy, moratorium, reorganization, insolvency or
                        liquidation, or any assignment by the Participant for
                        the benefit of his creditors.

            (6)   Notwithstanding any other provision of the Plan, a loan made
pursuant to this Section shall be a first lien against the Participant's Loan
Account. Any amount of principal or interest due and unpaid on the loan at the
time of any default on the loan, shall be satisfied by deduction from the
Participant's Loan Account, and shall be deemed to have been distributed to the
Participant, as follows:

                  (a)   in the case of a Participant who is an Employee and who
      is not, at the time of the default, eligible (without regard to the
      required filing of an application pursuant to Section 6.1) to receive
      distribution of his Account under the provisions of Article VI, other than
      Section 6.11, or by order of a court, at such time as he first becomes
      eligible (without regard to the required filing of an application pursuant
      to Section 6.1) to receive distribution of his Account under the
      provisions of Article VI, other than Section 6.11, or by order of a court;
      or

                  (b)   in the case of any other Participant, immediately upon
      such default.

            (7)   Notwithstanding any other provision of the Plan, loan
repayments will be suspended under the Plan as permitted under Code Section
414(u)(4) (for Participants on a leave of absence for "qualified military
service" (as defined in Section 11.7)).

            6.14  Other Optional Forms of Benefit. The provisions of any
Appendix that are applicable to a portion of a Participant's Account shall
control (with respect to that portion of the Account) over the preceding
provisions of this Article to the extent that such Appendix


                                       68
<PAGE>
provisions provide, as required by applicable law, optional forms of benefit
(within the meaning of Code Section 411(d)(6) and Treasury Regulations issued
thereunder) which supercede, or are in addition to, the optional forms of
benefit provided by this Article. Further, provisions of any Appendix or Prior
Plan or Predecessor Plan which relate to the election or waiver of any such
optional forms of benefit, or consent requirements applicable to such elections
or waivers shall control over the provisions of this Article.

            6.15  Direct Rollover Provisions.

                  (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, provided, however, that
      if such Direct Rollover is of a portion less than 100% of such Eligible
      Rollover Distribution, such portion must equal or exceed $500 for this
      Section 6.15 to apply.

                  (b)   Definitions.

                  (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 which equals or exceeds $200, 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; and the


                                       69
<PAGE>
      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); effective January 1,
      1999, any "hardship distribution" (as defined in Code Section 401(k); and
      any other such amounts specified in Treasury Regulations and rulings,
      notices or announcements issued under Code Section 402(c).

                  (2)   Eligible Retirement Plan: An Eligible Retirement Plan in
      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, or a qualified
      trust described in section 401(a) of the Code, that accepts the
      Distributee's Eligible Rollover Distribution. However, in the case of an
      Eligible Rollover Distribution to the surviving spouse, an Eligible
      Retirement Plan is an individual retirement account or individual
      retirement annuity.

                  (3)   Distributee: A Distributee includes an employee or
      former employee. In addition, the employee's or former employee's
      surviving Spouse and the employee's or former employee's Spouse or former
      Spouse who is the alternate payee under a qualified domestic relations
      order, as defined in section 414(p) of the Code, are Distributees with
      regard to the interest of the spouse or former spouse.

                  (4)   Direct Rollover: A Direct Rollover is a payment by the
      Plan to the Eligible Retirement Plan specified by the Distributee.


                                       70
<PAGE>
                ARTICLE VII. - ADMINISTRATION OF THE TRUST FUND

            7.1   Appointment of Trustee. The Company has appointed the Trustee
to act as such under the Plan and has executed the Trust Agreement with the
Trustee. The Company may, without the consent of any Participant or other
person, execute amendments to such Trust Agreement; execute such further
agreements as it in its sole discretion may deem necessary or desirable to carry
out the Plan, or at any time, in accordance with the terms of the Trust
Agreement, remove the Trustee and appoint a successor.

            7.2   Duties of Trustee. The Trustee shall invest Before-Tax
Contributions, Transfer Contributions and Employer Contributions paid to it and
earnings thereon in accordance with the Plan and Trust Agreement. The Trustee
shall also establish and maintain separate Accounts and Sub-Accounts for each
Participant in accordance with the Plan. The Trustee in its relation to the Plan
shall be entitled to all of the rights, privileges, immunities and benefits
conferred upon it by the Plan or Trust Agreement and shall be subject to all of
the duties imposed upon it by the Plan and Trust Agreement. The Trust Agreement
is hereby incorporated in the Plan by reference, and each Employer, by adopting
the Plan, approves the Trust Agreement and authorizes the Company to execute any
amendment or supplement thereto on its behalf.

            7.3   The Trust Fund. The Trust Fund shall be held by the Trustee
for the exclusive benefit of the Participants and their Beneficiaries and shall
be invested by the Trustee upon such terms and in such property as is provided
in the Plan and in the Trust Agreement. The Trustee shall, from time to time,
make payments, distributions and deliveries from the Trust Fund as provided in
the Plan.

            7.4   No Guarantee Against Loss. (1) Neither the Trustee, any
Employer, the Committee nor any Investment Manager in any manner guarantees the
Trust Fund or any part


                                       71
<PAGE>
thereof against loss or depreciation. All persons having any interest in the
Trust Fund shall look solely to the Trust Fund for payment with respect to such
interest.

            (2)   Neither the Company, the Committee, any Employer, the Trustee,
nor any officer or employee of any of them is authorized to advise a Participant
as to the manner in which contributions to the Plan and income thereon should be
invested and reinvested. The election of the Investment Fund or Funds in which a
Participant participates is his sole responsibility, and the fact that
designated Investment Funds are available to Participants for investment shall
not be construed as a recommendation for the investment of contributions
hereunder in all or any of such Funds.

            7.5   Payment of Benefits. All payments of benefits provided for by
the Plan shall be made solely out of the Trust Fund in accordance with
instructions given to the Trustee by the Committee pursuant to the terms of the
Plan, and neither any Employer, the Committee nor the Trustee shall be otherwise
liable for any benefits payable under the Plan.

            7.6   Compensation and Expenses. Any expenses paid by the Trustee in
the administration of any Investment Fund shall be charged to such Fund. The
Trustee shall be entitled to receive such reasonable compensation for its
services as may be agreed upon by it and the Company; provided, however, that no
Employee shall receive compensation from the Trust Fund for duties performed as
a Trustee. Such compensation and all other expenses of the Trustee and other
expenses necessary for the proper administration of the Plan and Trust Fund
shall be paid by the Trustee from the Trust Fund, unless the Company determines,
in its sole discretion, that all or any part of such compensation and expenses
shall be paid by the Employers. Notwithstanding the foregoing, any extraordinary
expenses incurred by the Trustee with respect to the interest of any person in
the Trust Fund may, in the discretion of the Trustee


                                       72
<PAGE>
and with the approval of the Committee, be charged to such person's interest in
the Trust Fund. Taxes, if any, on any property held by the Trustee shall be paid
out of the Trust Fund and taxes, if any, other than transfer taxes, on
distributions to a Participant or Beneficiary of a Participant shall be paid by
the Participant or the Beneficiary, respectively.

            7.7   No Diversion of Trust Fund. Except as specifically provided in
other Sections of the Plan, it shall be and it is hereby made impossible, at any
time prior to the satisfaction of all liabilities with respect to Employees and
their Beneficiaries under the Plan, for any part of the corpus or income of the
Trust Fund to be (within the taxable year or thereafter) used for, or diverted
to, purposes other than the exclusive benefit of Employees or their
Beneficiaries.


                                       73
<PAGE>
                       ARTICLE VIII. - INVESTMENT MANAGER

            8.1   Duties and Functions. (1) The Committee shall have the
exclusive authority and responsibility at any time or from time to time to
appoint (and revoke the appointment of) an Investment Manager under the Plan
with respect to the NCC Stock Fund and/or NPI Stock Fund. The Committee shall
notify the Trustee of any such appointment (or revocation thereof) in writing,
and the Trustee may rely upon any such appointment continuing in effect until it
receives a written notice from the Committee of its revocation. Any such
Investment Manager shall acknowledge in writing to the Committee and the Trustee
that he or it is a fiduciary with respect to the Plan.

            (2)   Any such Investment Manager shall have the powers, functions,
duties and/or responsibilities of the Trustee relating to the investment and
reinvestment of the NCC Stock Fund and/or NPI Stock Fund (other than those
described in Article XV which shall remain with the Trustee) and shall exercise
such authority, power and discretion exclusively. Custody of the assets of the
NCC Stock Fund and/or NPI Stock Fund, however, shall remain with the Trustee who
shall be responsible therefor. In no instance shall the authority or discretion
of an Investment Manager with respect to the NCC Stock Fund and/or NPI Stock
Fund exceed the authority or discretion which the Trustee would have had with
respect to such Fund if there were no Investment Manager.

            (3)   If an Investment Manager is so appointed (a) the Trustee shall
not be liable for any loss which may result by reason of any action taken by it
in accordance with a direction of an Investment Manager or by reason of any lack
of action by the Trustee upon the failure of an Investment Manager to exercise
his or its authority and discretion, (b) the Trustee shall not be required to
accept delivery of or pay for any security or other property purchased for the
NCC Stock Fund and/or NPI Stock Fund to the extent that the assets in such Fund
are


                                       74
<PAGE>
insufficient to pay for such security or other property, and (c) the Trustee
shall be under no duty or obligation to (i) invest or reinvest the NCC Stock
Fund and/or NPI Stock Fund except as directed by the Investment Manager thereof,
(ii) make any investment review or examination of the NCC Stock Fund and/or NPI
Stock Fund or recommendations with respect to such Fund, or (iii) advise the
Committee of directions received by the Trustee from an Investment Manager.

            8.2   Compensation. The Investment Manager shall receive such
reasonable compensation as may be agreed upon by it and the Committee, and
payment thereof shall be made by the Employers.


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<PAGE>
                         ARTICLE IX. - CLAIMS PROCEDURES

            9.1   Method of Filing Claim. Any Participant or Beneficiary who
believes that he is entitled to receive a benefit under the Plan which he has
not received may file with the Committee a written claim specifying the basis
for his claim and the facts upon which he relies in making such claim. Such a
claim must be signed by the claimant or his authorized representative and shall
be deemed filed when delivered to any member of the Committee or its designee.

            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 period of 90 days if required for processing and if
notice of the 90-day 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 such claim. Such notice
shall be written in a manner calculated to be understood by the claimant and
shall state (a) the specific reason(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 information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary, and (d) an
explanation of the review procedure specified in Section 9.3. If a claimant does
not receive any notice from the Committee within 90 days after his claim is
filed with the Committee, his claim shall be deemed to have been denied.

            9.3   Review Procedure. Within six months after the denial of his
claim, the claimant 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 six-month period, the claimant shall
be conclusively presumed to have accepted as final and binding


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the initial decision of the Committee on his claim. If such an appeal is so
filed within such six months, a Named Fiduciary designated by the Company shall
(a) conduct a full and fair review of such claim 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 and (iv) shall, to the extent permitted by applicable law, be final and
binding on all interested persons. During such full review, the claimant or his
duly authorized representative shall be given an opportunity to review documents
that are pertinent to the claimant's claim and to submit issues and comments in
writing. If the decision on review is not furnished within such 60-day or
120-day period, as the case may be, the claim shall be deemed denied on review.

            9.4   To the extent that a Named Fiduciary is designated by the
Company to conduct the review procedure, such Named Fiduciary shall have the
same powers to interpret the Plan and make factual findings with respect thereto
as are granted to the Committee under Section 10.11.


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<PAGE>
                    ARTICLE X. - ADMINISTRATION OF THE PLAN
                         AND FIDUCIARY RESPONSIBILITIES

            10.1  Responsibility for Administration. Except to the extent that
particular responsibilities are assigned or delegated to other Fiduciaries
pursuant to the Trust Agreement, other Articles of the Plan or Section 10.3, the
Company (as the Administrator) shall be responsible for the administration of
the Plan. Each other Fiduciary shall have only such, powers duties,
responsibilities and authorities as are specifically conferred upon him or it
pursuant to provisions of the Plan or Trust Agreement. Any person may serve in
more than one fiduciary capacity with respect to the Plan or Trust Fund, if
pursuant to the Plan and/or Trust Agreement, he or it is assigned or delegated
any multiple fiduciary capacities.

            10.2  Named Fiduciaries. For the purposes of the Plan, the Named
Fiduciaries shall be the Committee, the Company, the Investment Manager, the
Trustee and to the extent provided in Article XV, the Participants. The Company
may, by written instrument, designate any other person or persons as a Named
Fiduciary or Named Fiduciaries to perform functions specified in such instrument
(or in a delegation pursuant to Section 10.3) which relate to the administration
of the Plan, provided such designee accepts such designation. Such a designation
may be terminated at any time by notice from the Company to the designee or by
notice from the designee to the Company.

            10.3  Delegation of Fiduciary Responsibilities. (1) The Committee or
the Company may delegate to any person or persons any one or more of its powers,
functions, duties and/or responsibilities with respect to the Plan or the Trust
Fund.

            (2)   Any delegation pursuant to Subsection (1) of this Section, (a)
shall be signed on behalf of the Committee or the Company, and be delivered to
and accepted in writing by the delegatee, (b) shall contain such provisions and
conditions relating to such delegation as


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<PAGE>
the Committee or the Company deems appropriate, (c) shall specify the powers,
functions, duties and/or responsibilities therein delegated, (d) may be amended
from time to time by written agreement signed on behalf of the Committee or the
Company and by the delegatee and (e) may be revoked (in whole or in part) at any
time by written notice from one party to the other. A fully executed copy of any
instrument relating to any delegation (or revocation of any delegation) under
the Plan shall be filed with the Committee.

            10.4  Immunities. Except as otherwise provided in Section 10.5 or by
applicable law, (a) no Fiduciary shall have the duty to discharge any duty,
function or responsibility which is specifically assigned exclusively to another
Fiduciary or Fiduciaries by the terms of the Plan or Trust Agreement or is
delegated exclusively to another Fiduciary or Fiduciaries pursuant to procedures
for such delegation provided for in the Plan or Trust Agreement; (b) no
Fiduciary shall be liable for any action taken or not taken with respect to the
Plan or Trust Fund except for his own negligence or willful misconduct; (c) no
Fiduciary shall be personally liable upon any contract or other instrument made
or executed by him or on his behalf in the administration of the Plan or Trust
Fund; (d) no Fiduciary shall be liable for the neglect, omission or wrongdoing
of another Fiduciary; and (e) any Fiduciary may rely and shall be fully
protected in acting upon the advice of counsel, who may be counsel for any
Controlled Group Member, upon the records of a Controlled Group Member, upon the
opinion, certificate, valuation, report, recommendation or determination of the
certified public accountants appointed to audit a Controlled Group Member's
financial statements, or upon any certificate, statement or other representation
made by an Employee, a Participant, a Beneficiary or the Trustee concerning any
fact required to be determined under any, of the provisions of the Plan.


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<PAGE>
            10.5  Limitation on Exculpatory Provisions. Notwithstanding any
other provision of the Plan or Trust Agreement, no provision of the Plan or
Trust Agreement shall be construed to relieve (or have the effect of relieving)
any Fiduciary from any responsibility or liability for any obligation,
responsibility or duty imposed on such Fiduciary by Part 4 of Title 1 of ERISA.

            10.6  Membership of the Committee. The Committee shall be appointed
by the Board of Directors of the Company, which also shall provide for the
number of the members of the Committee and the manner of appointing and removing
such members. Any member of the Committee may resign by filing a written
resignation with the Company.

            10.7  Administrative Assistance. The Committee may employ such
clerical, legal or other assistance as it deems necessary or advisable for the
proper administration of the Plan.

            10.8  Compensation and Qualification. The members of the Committee
shall serve without compensation for services hereunder. Participants of the
Committee shall not be disqualified from acting because of any interest, benefit
or advantage, inasmuch as it is recognized that the members may be Employees of
the Employers and Participants in the Plan, but no member of the Committee shall
vote or act in connection with the Committee's action relating solely to
himself. No bond or other security need be required of any Committee member in
such capacity or any jurisdiction.

            10.9  Revocability of Committee Action. Any action taken by the
Committee with respect to the rights or benefits under the Plan of any
Participant or Beneficiary shall be revocable by the Committee as to payments or
distributions not theretofore made pursuant to such action, and appropriate
adjustments may be made in future payments or distributions to a


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<PAGE>
Participant or his Beneficiaries to offset any excess or underpayments
theretofore made to such Participant or his Beneficiaries.

            10.10 Rules and Procedures. The Committee may adopt rules for the
administration of the Plan and rules for its government and the conduct of its
business, including a rule authorizing one or more of its members or officers to
execute instruments in its behalf evidencing its action, and the Trustee may
rely upon any instrument signed by such person or persons so authorized as
properly evidencing the action of the Committee. Except as may otherwise be
provided by rules or procedures adopted by the Committee, the Committee may act
by majority action either at a meeting or in writing without a meeting and an
action evidenced by the signatures of a majority of the members of the Committee
shall be deemed to be the action of the Committee. Although various provisions
of the Plan provide for a filing with the Committee of various instruments, the
Committee may, by general announcement, specifically designate some other person
or persons, with whom or which such instruments may be filed.

            10.11 Interpretation of the Plan and Findings of Facts. The
Committee shall have sole and absolute discretion to interpret the provisions of
the plan (including, without limitation, by supplying omissions from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in, the language of
the Plan), to make factual findings with respect to any issue arising under the
Plan, to determine the rights and status under the Plan of Participants and
other persons, to decide disputes arising under the Plan and to make any
determinations and findings (including factual findings) with respect to the
benefits payable thereunder and the persons entitled thereto as may be required
for the purposes of the Plan. In furtherance of, but without limiting, the
foregoing, the Committee is hereby granted the following specific authorities,
which


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<PAGE>
it shall discharge in its sole and absolute discretion in accordance with the
terms of the Plan (as interpreted, to the extent necessary, by the Committee)

                  (1)   to resolve all questions (including factual questions)
      arising under the provisions of the Plan as to any individual's
      entitlement to become a Participant;

                  (2)   to determine the amount of benefits, if any, payable to
      any person under the Plan (including to the extent necessary, making
      factual findings with respect thereto); and

                  (3)   to conduct the review procedure specified in Article IX.

All decisions of the Committee as to the facts of any case, as to the
interpretation of any provision of the Plan or its application to any case, and
as to any other interpretative matter or other determination or question under
the Plan shall be final and binding on all parties affected thereby, subject to
the provisions of Section 10.9 and Article IX. The Committee shall direct the
Trustee relative to benefits to be paid under the Plan and shall furnish the
Trustee with any information reasonably required by it for the purpose of paying
benefits under the Plan.

            10.12 Directions to Trustee. The Committee shall direct the Trustee
as to the method of payment of, and the time at which, any benefit is to be paid
to a Participant or a Beneficiary from the Trust Fund and the particular
Investment Fund and Sub-Account from which each such payment is to be made. The
Trustee shall be entitled to rely conclusively on any such direction given to it
by the Committee in accordance with the provisions hereof.


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<PAGE>
                          ARTICLE XI. - MISCELLANEOUS

            11.1  Spendthrift Provisions. No right or interest of any kind of a
Participant or Beneficiary in the Trust Fund shall be anticipated, assigned
(either in law or equity), alienated or be subject to encumbrance, garnishment,
attachment, execution or levy of any kind, voluntary or involuntary, or any
other legal or equitable process, except in accordance with a qualified domestic
relations order as defined in Code Section 414 (p). The Committee shall
establish procedures to determine the qualified status of domestic relations
orders and to administer distributions under such qualified orders in accordance
with Code Section 414 (p). Notwithstanding any other provision of the Plan to
the contrary, the Plan shall honor a judgment, order, decree or settlement
providing for the offset of all or a part of a Participant's benefit under the
Plan, to the extent permitted under Code Section 401(a)(13)(C); provided that
the requirements of Code Section 401(a)(13)(C)(iii) relating to the protection
of the Participant's spouse (if any) are satisfied.

            11.2  Facility of Payment. In the event the Committee finds that any
Participant or Beneficiary to whom a benefit is payable under the Plan is (at
the time such benefit is payable) unable to care for his affairs because of
physical, mental or legal incompetence, the Committee, in its sole discretion,
may cause any payment due to him hereunder, for which prior claim has not been
made by a duly qualified guardian or other legal representative, to be paid to
the person or institution deemed by the Committee to be maintaining or
responsible for the maintenance of such Participant or Beneficiary; and any such
payment shall be deemed a payment for the account of such Participant or
Beneficiary and shall constitute a complete discharge of any liability therefor
under the Plan.

            11.3  No Enlargement of Employment Rights. Nothing herein contained
shall constitute or be construed as a contract of employment between any
Employer and any


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<PAGE>
Employee or Participant and all Employees shall remain subject to discipline,
discharge and layoff to the same extent as if the Plan had never gone into
effect. An Employer by adopting the Plan, making contributions to the Trust Fund
or taking any other action with respect to the Plan does not obligate itself to
continue the employment of any Participant or Employee for any period or, except
as expressly provided in the Plan, to make any payments into the Trust Fund.

            11.4  Merger or Transfer of Assets. There shall not be any merger or
consolidation of the Plan with, or the transfer of assets or liabilities of the
Plan to, any other plan, unless each Participant of the Plan would (if the Plan
then terminated) receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer
(if the Plan had then terminated). The Company reserves the right to merge or
consolidate this Plan with, and to transfer the assets of the Plan to, any other
Plan, without the consent of any other Employer.

            11.5  Action by Company. Wherever the Company is authorized to act
under the Plan (including but not limited to any delegation of its fiduciary
powers and responsibilities under the Plan), such action shall be taken, unless
otherwise provided in the Plan, by written instrument executed by an officer of
the Company. The Trustee may rely on any instrument so executed as being validly
authorized and as properly evidencing the action of the Company.

            11.6  Severability Provision. If any provision of the Plan or Trust
Agreement or the application thereof to any circumstance or person is invalid,
the remainder of the Plan or Trust Agreement and the application of such
provision to other circumstances or persons shall not be affected thereby.


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<PAGE>
            11.7  Military Service. Notwithstanding any provision of the Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u). "Qualified military service" means any service in the uniformed services
(as defined in chapter 43 of title 38 of the United States Code) by any
individual if such individual is entitled to reemployment rights under such
chapter with respect to such service.


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<PAGE>
                         ARTICLE XII. - OTHER EMPLOYERS

            12.1  Adoption by Other Employers. As of January 1, 2001, and
thereafter the Company was the only Employer under the Plan. Any other
corporation or business organization may, with the consent of the Committee,
adopt the Plan and thereby become an Employer hereunder by executing an
instrument evidencing such adoption and filing a copy thereof with the Committee
and the Trustee. Such adoption may be subject to such terms and conditions as
the Committee requires and approves.

            12.2  Withdrawal of Employer. Any Employer (other than the Company)
which adopts the Plan may elect separately to withdraw from the Plan. Any such
withdrawal shall be expressed in an instrument executed by the withdrawing
Employer and filed with the Company and the Trustee. Such withdrawal shall
become effective when so filed unless some other effective date is designated in
the instrument and approved by the Committee. No such withdrawal shall decrease
the amount of Employer Contributions to be made by the Employer on account of
periods preceding such withdrawal. In the event of such a withdrawal of an
Employer, or in the event the Plan is terminated as to an Employer (but not all
the Employers) pursuant to Section 13.1, such Employer (herein called "former
Employer") shall cease to be an Employer, and Employer Contributions of such
former Employer and Before-Tax and Transfer Contributions of Employees of such
former Employer shall cease.

            12.3  Withdrawal of Employee Group. Any Employer may elect to
withdraw from the Plan any designated group of its Employees while continuing to
include another group or other groups of its Employees within the Plan. Any such
withdrawal of a designated group of Employees shall be expressed in an
instrument executed by the Employer and filed with the Company (if the Employer
making such withdrawal is not the Company) and the Trustee. Such withdrawal
shall become effective when so filed unless some other effective date is
designated in


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<PAGE>
the instrument and approved by the Committee. No such withdrawal of a designated
group of Employees shall decrease the amount of Employer Contributions to be
made by the Employer in respect of Affected Employees on account of periods
preceding such withdrawal. In the event of such withdrawal by an Employer or in
the event the Plan is terminated by the Company as to a group of Employees of
another Employer pursuant to Section 13.1, Employer Contributions of the
Employer in respect of affected Employees and Before-Tax and Transfer
Contributions of affected Employees shall cease.


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<PAGE>
                    ARTICLE XIII. - AMENDMENT OR TERMINATION

            13.1  Right to Amend or Terminate. Subject to the limitations of
Sections 4.8(1) and 7.7 of the Plan, the Company has reserved, and does hereby
reserve, the right at any time, by action of any Executive Vice President or any
officer of the Company who is senior to the Executive Vice Presidents of the
Company, without the consent of any other Employer or of the Participants,
Beneficiaries or any other person, (a) to terminate the Plan, in whole or in
part or as to any or all of the Employers or as to any designated group of
Employees, Participants and their Beneficiaries, or (b) to amend the Plan, in
whole or in part. No such termination or amendment shall decrease the amount of
Employer Contributions to be made by an Employer on account of any period
preceding such termination or amendment. The Plan may be amended only by the
Company.

            13.2  Procedure for Termination or Amendment. Any termination or
amendment of the Plan pursuant to Section 13.1 shall be expressed in an
instrument executed by the Trustee and two officers of the Company (at least one
of whom is an Executive Vice President or an officer senior to the Executive
Vice Presidents) and shall become effective as of the date designated in such
instrument or, if no date is so designated, on the date of its execution.

            13.3  Distribution Upon Termination. If the Plan shall be terminated
by the Company as to all Employers, Before-Tax, Transfer and Employer
Contributions to the Plan shall cease and, as soon as practicable after such
termination, the Trustee shall make distribution (if such distribution is
permitted by applicable law) to each Employee as if the Plan had not been
terminated.

            13.4  Amendment Changing Vesting Schedule. (1) If any Plan amendment
changes any vesting schedule under the Plan, each Participant having not less
than three years of service shall be permitted to elect, during the election
period described in Subsection (2) of this


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<PAGE>
Section, to have his nonforfeitable percentage computed under the Plan without
regard to such amendment.

            (2)   Such election period shall begin on the date the Plan
amendment is adopted and shall end no earlier than the latest of the following
dates: (a) the date which is 60 days after the day the Plan amendment is
adopted, (b) the date which is 60 days after the day the Plan amendment becomes
effective, or (c) the date which is 60 days after the day the Participant is
issued written notice of the Plan amendment by the Committee or the Company.

            (3)   For purposes of Subsection (1) of this Section, a Participant
shall be considered to have completed three years of service if such Participant
has completed three years of service, whether or not consecutive, without regard
to the exceptions of Code Section 411(a)(4), prior to the expiration of the
election period described in Subsection (2) of this Section.

            13.5  Nonforfeitable Amounts. Notwithstanding any other provision of
the Plan, upon the termination or partial termination of the Plan or upon
complete discontinuance of contributions under the Plan, the rights of all
Employees to benefits accrued to the date of such termination or partial
termination or discontinuance, to the extent then funded, or the amounts
credited to the Employees' Accounts, shall be nonforfeitable.

            13.6  Prohibition on Decreasing Accrued Benefits. No amendment to
the Plan (other than an amendment described in Code Section 412(c)(8)) shall
have the effect of decreasing the accrued benefit of any Participant. For
purposes of the preceding sentence, a Plan amendment which has the effect of (a)
eliminating or reducing an early retirement benefit or a retirement-type subsidy
(as defined in regulations of the Secretary of the Treasury) or (b) eliminating
an optional form of benefit (except as permitted by any such regulations) with


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<PAGE>
respect to benefits attributable to service before the amendment, shall be
treated as decreasing accrued benefits, provided, however, that in the case of a
retirement-type subsidy this sentence shall apply only with respect to a
Participant who satisfies (either before or after the amendment) the
preamendment conditions for the subsidy.


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<PAGE>
                   ARTICLE XIV. - TOP-HEAVY PLAN REQUIREMENTS

            14.1  Definitions. For the purposes of this Article, the following
terms, when used with initial capital letters, shall have the following
respective meanings:

            (1)   Aggregation Group: Permissive Aggregation Group or Required
Aggregation Group, as the context shall require.

            (2)   Compensation: "Compensation" as defined in Section 4.9(3)
(subject to the limitations described in Section 1.1(14)(b)).

            (3)   Defined Benefit Plan: A qualified plan as defined in Code
Section 414(j).

            (4)   Defined Contribution Plan: A qualified plan as defined in Code
Section 414(i).

            (5)   Determination Date: For any Plan Year, the last day of the
immediately preceding Plan Year, except that in the case of the first Plan Year
of the Plan, the Determination Date shall be the last day of such first Plan
Year.

            (6)   Extra Top-Heavy Group: An Aggregation Group if, as of a
Determination Date, the aggregate present value of accrued benefits for Key
Employees in all plans in the Aggregation Group (whether Defined Benefit Plans
or Defined Contribution Plans) is more than ninety (90%) of the aggregate
present value of all accrued benefits for all employees in such plans.

            (7)   Extra Top-Heavy Plan: See Section 14.3.

            (8)   Former Key Employee: A Non-Key Employee with respect to a Plan
Year who was a Key Employee in a prior Plan Year. Such term shall also include
his Beneficiary in the event of his death.

            (9)   Key Employee: An Employee or former Employee who is or was a
Participant and who, at any time during the current Plan Year or any of the four
preceding Plan


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Years, is (a) an officer of an Employer (limited to no more than 50 Employees
or, if lesser, the greater of 3 Employees or 10 percent of the Employees) having
an annual Compensation greater than 50% of the dollar amount in effect under
Code Section 415(b)(1)(A) for any such Plan Year, (b) one of the 10 Employees
owning (or considered as owning within the meaning of Code Section 318) the
largest interests in an Employer and having annual Compensation of more than the
applicable dollar amount referred to in Section 4.9(1), (c) a 5-percent owner
(as such term is defined in Code Section 416(i)(1)(B)(i) or (d) a 1-percent
owner (as such term is defined in Code Section 416(i)(1)(B)(ii)) having an
annual Compensation of more than $150,000. For purposes of clause (b) of this
Subsection, if two Employees have the same interest in an Employer, the Employee
having greater annual Compensation shall be treated as having a larger interest.
The term "Key Employee" shall also include such Employee's Beneficiary in the
event of his death. For purposes of this Subsection, "Compensation" has the
meaning given such term by Code Section 414(q)(7).

            (10)  Non-Key Employee: An Employee or former Employee who is or was
a Participant and who is not a Key Employee. Such term shall also include his
Beneficiary in the event of his death.

            (11)  Permissive Aggregation Group: The group of qualified plans of
an Employer consisting of:

                  (a)   the plans in the Required Aggregation Group; plus

                  (b)   one (1) or more plans designated from time to time by
      the Committee that are not part of the Required Aggregation Group but that
      satisfy the requirements of Code Sections 401(a)(4) and 410 when
      considered with the Required Aggregation Group.


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<PAGE>
            (12) Required Aggregation Group: The group of qualified plans of an
Employer consisting of:

                  (a)   each plan in which a Key Employee participates; plus

                  (b)   each other plan which enables a plan in which a Key
      Employee participates to meet the requirements of Code Sections 401(a)(4)
      or 410.

            (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 five
(5) consecutive Plan Years ending with the Plan Year that includes 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), and provided further that if an Employee or former Employee has not
performed services for any Employer maintaining the Plan at any time during the
5-year period ending on the Determination Date, his account (and/or the account
of his Beneficiary) shall not be taken into account.

            (14)  Top-Heavy Group: An Aggregation Group if, as of a
Determination Date, the aggregate present value of accrued benefits for Key
Employees in all plans in the Aggregation Group (whether Defined Benefit Plans
or Defined Contribution Plans) is more than sixty percent (60%) of the aggregate
present value of accrued benefits for all employees in such plans.


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<PAGE>
            (15)  Top-Heavy Plan: See Section 14.2.

            14.2  Determination of Top-Heavy Status. (1) Except as provided by
Subsections (2) and (3) of this Section, the Plan shall be a Top-Heavy Plan if,
as of a Determination Date:

                  (a)   the aggregate of Top-Heavy Account Balances for Key
      Employees is more than sixty percent (60%) of the aggregate of all
      Top-Heavy Account Balances, excluding for this purpose the aggregate
      Top-Heavy Account Balances of Former Key Employees; or

                  (b)   if the Plan is included in a Required Aggregation Group
      which is a Top-Heavy Group.

            (2)   If the Plan is included in a Required Aggregation Group which
is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan notwithstanding
the fact that the Plan would otherwise be a Top-Heavy Plan under Paragraph (a)
of Subsection (1) of this Section.

            (3)   If the Plan is included in a Permissive Aggregation Group
which is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan
notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under
Subsection (1) of this Section.

            14.3  Determination of Extra Top-Heavy Status.

            (1)   Except as provided by Subsections (2), (3) and (4) of this
Section, the Plan shall be an Extra Top-Heavy Plan if, as of the Determination
Date:

                  (a)   the aggregate of Top-Heavy Account Balances for Key
      Employees is more than ninety percent (90%) of the aggregate of all
      Top-Heavy Account Balances, excluding for this purpose the aggregate
      Top-Heavy Account Balances of Former Key Employees; or


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<PAGE>
                  (b)   if the Plan is included in a Required Aggregation Group
      which is an Extra Top-Heavy Group.

            (2)   If the Plan is included in a Required Aggregation Group which
is not an Extra Top-Heavy Group, the Plan shall not be an Extra Top-Heavy Plan
notwithstanding the fact that the Plan would otherwise be an Extra Top-Heavy
Plan under paragraph (a) of Subsection (1) of this Section.

            (3)   If the Plan is included in a Permissive Aggregation Group
which is not an Extra Top-Heavy Group, the Plan shall not be an Extra Top-Heavy
Plan notwithstanding the fact that the Plan would otherwise be an Extra
Top-Heavy Plan under Subsection (1) of this Section.

            (4)   This Section 14.3 shall not be applicable for Plan Years
beginning on or after January 1, 2000.

            14.4  Top-Heavy Plan Requirements. Notwithstanding any other
provisions of the Plan to the contrary, if the Plan is a Top-Heavy Plan for any
Plan Year, the Plan shall then satisfy the following requirements for such Plan
Year:

            (1)   The minimum contribution requirement as set forth in Section
14.5.

            (2)   The adjustment to minimum benefits and allocations as set
forth in Section 14.6.

            14.5  Minimum Contribution Requirement. If the Plan is a Top-Heavy
Plan for any Plan Year:

            (1)   Each Non-Key Employee who is eligible to share in any Employer
Contribution for such Plan Year (or who would have been eligible to share in any
such Employer Contribution if a Before-Tax Contribution had been made for him
during such Plan Year) shall


                                       95
<PAGE>
be entitled to receive an allocation of such Employer Contribution, which is at
least equal to three percent (3%) of his Compensation for such Plan Year.

            (2)   The three percent (3%) minimum contribution requirement under
Subsection (1) of this Section for a Non-Key Employee shall be increased to four
percent (4%) if the Employer maintains a Defined Benefit Plan which does not
cover such Non-Key Employee.

            (3)   The percentage minimum contribution requirement set forth in
Subsections (1) and (2) of this Section with respect to a Plan Year shall not
exceed the percentage at which Employer Contributions are made (or required to
be made) under the Plan for such Plan Year for the Key Employee for whom such
percentage is the highest for such Year.

            (4)   The percentage minimum contribution requirement set forth in
Subsections (2) and (3) of this Section may also be reduced or eliminated in
accordance with Section 14.6(2).

            (5)   For the purpose of Subsection (3) of this Section,
contributions taken into account shall include like contributions under all
other Defined Contribution Plans in the Required Aggregation Group, excluding
any such plan in the Required Aggregation Group if that plan enables a Defined
Benefit Plan in such Required Aggregation Group to meet the requirements of Code
Sections 401(a)(4) or 410.

            (6)   For the purpose of this Section, the term "Employer
Contributions" shall include Before-Tax Contributions made for an Employee.

            14.6  Adjustment to Minimum Benefits and Allocations. If the Plan is
a Top-Heavy Plan for any Plan Year, and if the Employer maintains a Defined
Benefit Plan which could or does provide benefits to Participants in this Plan:


                                       96
<PAGE>
                  (a)   If the Plan is not an Extra Top-Heavy Plan (but is a
      Top-Heavy Plan), then the percentage minimum contribution requirement in
      Section 14.5(a) shall be seven and one-half percent (7-1/2%) for a Non-Key
      Employee who is covered by this Plan and the Defined Benefit Plan.

                  (b)   If the Plan is an Extra Top-Heavy Plan, then parts (a)
      and (b) of Section 4.10(1) shall be calculated by substituting "1.0" for
      "1.25" for each place such "1.25" figure appears, and Code Section
      415(e)(6)(B)(I) shall be calculated by substituting "$41,500" for
      "$51,875" for each place such "$51,875" amount appears. This subsection
      shall not apply for Plan Years beginning on or after January 1, 2000.

            14.7  Coordination With Other Plans. (1) In applying this Article,
an Employer and all Controlled Group Members shall be treated as a single
employer, and the qualified plans maintained by such single employer shall be
taken into account.

            (2)   In the event that another Defined Contribution Plan 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).

            (3)   Principles similar to those specifically applicable to this
Plan under this Article, and in general as provided for in Code Section 416 and
the Regulations thereunder, shall be applied to the other plan(s) required to be
taken into account under this Article in determining


                                       97
<PAGE>
whether this Plan and such other plan(s) meet the requirements of such Code
Section 416 and the Regulations thereunder.


                                       98
<PAGE>
                  ARTICLE XV. - PROVISIONS RELATING TO VOTING
                        AND TENDER OFFERS FOR NCC STOCK

            15.1  Voting of NCC Stock. All voting rights on shares of NCC Stock
held by the Trustee shall be exercised by the Trustee only as directed by the
Participants and Beneficiaries with respect to allocated shares of NCC Stock,
and acting in their capacity as Named Fiduciaries (within the meaning of Section
402 of ERISA) with respect to non-directed shares of NCC Stock, in accordance
with the following provisions of this Section:

            (1)   As soon as practicable before each annual or special
shareholders' meeting of the Company, the Trustee shall furnish to each
Participant a copy of the proxy solicitation material sent generally to
shareholders, together with a form requesting confidential instructions on how
the shares allocated to such Participant's Account and a proportionate share
(based on the amount of any shares allocated to his Account) of any non-directed
shares (including fractional shares to 1/1000th of a share) are to be voted. The
Company and the Committee shall cooperate with the Trustee to ensure that
Participants receive the requisite information in a timely manner. Except as
provided in Subsection (d) of this Section, the materials furnished to the
Participants shall include a notice from the Trustee explaining each
Participant's right to instruct the Trustee with respect to the voting of
shares. Upon timely receipt of such instructions, the Trustee (after combining
votes of fractional shares to give effect to the greatest extent to
Participants' instructions) shall vote the shares as instructed. If voting
instructions for shares of NCC Stock allocated to the Account of any Participant
are not timely received by the Trustee for a particular shareholders' meeting,
such shares shall not be voted in accordance with the instructions but shall be
voted as provided in Subsection (3) below. The instructions received by the
Trustee from Participants or Beneficiaries shall be held by the Trustee in
strict confidence


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<PAGE>
and shall not be divulged or released to any person including directors,
officers or employees of the Company, or of any other Employer, except as
otherwise required by law.

            (2)   With respect to all corporate matters submitted to
Participants, all shares of NCC Stock allocated to the Accounts of Participants
shall be voted only in accordance with the directions of such Participants as
given to the Trustee. Each Participant shall be entitled to direct the voting of
shares of NCC Stock (including fractional shares to 1/1000th of a share)
allocated to his Account. With respect to shares of NCC Stock allocated to the
Account of a deceased Participant, such Participant's Beneficiary shall be
entitled to direct the voting with respect to such allocated shares as if such
Beneficiary were the Participant.

            (3)   Each Participant who has been allocated NCC Stock in his
Account and who is entitled to vote on any manner presented for a vote by the
shareholders also shall, as a Named Fiduciary, direct the Trustee with respect
to the vote of a portion of the shares of NCC Stock for which no timely
instructions were received. Such direction shall be with respect to such number
of votes equal to the total number of votes attributable to non-directed shares
of NCC Stock multiplied by a fraction, the numerator of which is the number of
shares of NCC Stock allocated to the Participant's Account and the denominator
of which is the total number of shares allocated to the Accounts of such
Participants who have provided directions to the Trustee with respect to
non-directed shares under this Subsection. Each Participant's voting
instructions shall be separately stated as to his allocated shares on the one
hand, and as a Named Fiduciary with respect of a portion of the non-directed
shares on the other hand. Fractional shares shall be rounded to the nearest
1/100th of a share.

            15.2  Tender Offers. Except as otherwise expressly provided in the
Plan, the Trustee shall not sell, alienate, encumber, pledge, transfer or
otherwise dispose of or tender or


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<PAGE>
withdraw, any shares of NCC Stock held by it under the Plan. All tender or
exchange decisions with respect to NCC Stock held by the Plan shall be made only
by the Participants and Beneficiaries with respect to shares allocated to their
accounts, and Participants and Beneficiaries acting in their capacity as Named
Fiduciaries (within the meaning of Section 402 of ERISA) with respect to
non-directed shares in accordance with the following provisions of this Section:

            (1)   In the event an offer shall be received by the Trustee
(including a tender offer for shares of NCC Stock subject to Section 14(d)(1) of
the Securities Exchange Act of 1934 or subject to Rule 13e-4 promulgated under
that Act, as those provisions may from time to time be amended) to purchase or
exchange any shares of NCC Stock held by the Plan, the Trustee shall advise each
Participant who has shares of NCC Stock credited to such Participant's Account
in writing of the terms of the offer as soon as practicable after its
commencement and shall furnish each Participant with a form by which he may
separately instruct the Trustee confidentially whether or not to tender or
exchange shares allocated to such Participant's Account and (based on any NCC
Stock allocated to such Participant's Account) a proportionate share of any
non-directed shares (including fractional shares to 1/1000th of a share). The
materials furnished to the Participants shall include:

                  (a)   a notice from the Trustee explaining Participants'
      rights to instruct the Trustee with respect to allocated and non-directed
      shares as provided herein; and

                  (b)   such related documents as are prepared by any person and
      provided to the shareholders of the Company pursuant to the Securities
      Exchange Act of 1934.


                                      101
<PAGE>
The Committee and the Trustee may also provide Participants with such other
material concerning the tender or exchange offer as the Trustee or the Committee
in its discretion determine to be appropriate; provided, however, that prior to
any distribution of materials by the Committee, the Trustee shall be, furnished
with complete copies of all such materials. The Company and the Committee shall
cooperate with the Trustee to ensure that Participants receive the requisite
information in a timely manner.

            (2)   The Trustee shall tender or not tender shares or exchange
shares of NCC Stock allocated to the Accounts of any Participant (including
fractional shares to 1/1000th of a share), only as and to the extent instructed
by the Participant. With respect to shares of NCC Stock allocated to the Account
of a deceased Participant, such Participant's Beneficiary shall be entitled to
direct the Trustee whether or not to tender or exchange such shares as if such
Beneficiary were the Participant. The instructions received by the Trustee from
Participants or Beneficiaries shall be held by the Trustee in strict confidence
and shall not be divulged or released to any person, including directors,
officers or employees of the Company, or of any other Employer, except as
otherwise required by law.

            (3)   Each Participant who has been allocated NCC Stock in his
Account and who is entitled to direct the Trustee whether or not to tender or
exchange shares of NCC Stock allocated to his Accounts also shall direct the
Trustee, as a Named Fiduciary, with respect to the tender or exchange of a
portion of the shares of NCC Stock for which no timely instructions are
received. Such direction shall apply to such number of non-directed shares
multiplied by a fraction, the numerator of which is the number of shares of NCC
Stock allocated to the Participant's Account and the denominator of which is the
total number of shares of NCC Stock allocated to the Accounts of such
Participants who have provided directions to the Trustee with


                                      102
<PAGE>
respect to non-directed shares under this Subsection. Each Participant's
directions shall be separately stated as to his allocated shares on the one hand
and as a Named Fiduciary with respect to a portion of the non-directed shares on
the other hand. Fractional shares shall be rounded to the nearest 1/1000th of a
share.

            (4)   In the event, under the terms of a tender offer or otherwise,
any shares of NCC Stock tendered for sale, exchange or transfer pursuant to such
offer may be withdrawn from such offer, the Trustee shall follow such
instructions respecting the withdrawal of such securities from such offer in the
same manner and the same proportion as shall be timely received by the Trustee
from the Participants entitled under this Section to give instructions as to the
sale, exchange or transfer of securities pursuant to such offer.

            (5)   In the event that an offer for fewer than all of the shares of
NCC Stock held by the Trustee shall be received by the Trustee, each Participant
who has been allocated any NCC Stock subject to such offer shall be entitled to
direct the Trustee as to the acceptance or rejection of such offer (as provided
by Subsections (l)-(4) of this Section) with respect to the largest portion of
such NCC Stock as may be possible given the total number or amount of shares of
Stock the Plan may sell, exchange or transfer pursuant to the offer based upon
the instructions received by the Trustee from all other Participants who shall
timely instruct the Trustee pursuant to this Section to sell, exchange or
transfer such shares pursuant to such offer, each on a pro rata basis in
accordance with the number or amount of such shares allocated to his Accounts.

            (6)   In the event an offer shall be received by the Trustee and
instructions shall be solicited from Participants pursuant to Subsections
(l)-(4) of this Section regarding such offer, and prior to termination of such
offer, another offer is received by the Trustee for the securities


                                      103
<PAGE>
subject to the first offer, the Trustee shall use its best efforts under the
circumstances to solicit instructions from the Participants to the Trustee:

                  (a)   with respect to securities tendered for sale, exchange
      or transfer pursuant to the first offer, whether to withdraw such tender,
      if possible, and, if withdrawn, whether to tender any securities so
      withdrawn for sale, exchange or transfer pursuant to the second offer and

                  (b)   with respect to securities not tendered for sale,
      exchange or transfer pursuant to the first offer, whether to tender or not
      to tender such securities for sale, exchange or transfer pursuant to the
      second offer.

The Trustee shall follow all such instructions received in a timely manner from
Participants in the same manner and in the same proportion as provided in
Subsections (1)-(4) of this Section. With respect to any further offer for any
NCC Stock received by the Trustee and subject to any earlier offer (including
successive offers from one or more existing offerors), the Trustee shall act in
the same manner as described above.

            (7)   A Participant's instructions to the Trustee to tender or
exchange shares of NCC Stock shall not be deemed a withdrawal or suspension from
the Plan or a forfeiture of any portion of the Participant's interest in the
Plan. Funds received in exchange for tendered shares shall be credited to the
Account of the Participant whose shares were tendered and shall be used by the
Trustee to purchase NCC Stock, as soon as practicable. In the interim, the
Trustee shall invest such funds in obligations or instruments which are
appropriate investments for the Money Market Fund.

            (8)   Subject to any provisions of this Plan to the contrary, in the
event the Company initiates a tender or exchange offer, the Trustee may, in its
sole discretion, enter into


                                      104
<PAGE>
an agreement with the Company not to tender or exchange any shares of NCC Stock
in such offer, in which event, the foregoing provisions of this Section shall
have no effect with respect to such offer and the Trustee shall not tender or
exchange any shares of NCC Stock in such offer.


                                      105
<PAGE>
                            ARTICLE XVI. - APPENDICES

            16.1  Rules Governing Construction of Appendices. Each Appendix
attached hereto contains terms and conditions governing the application of the
Plan to the group of Employees described therein. In the event of an
inconsistency between the other provisions of the Plan and such terms and
conditions set forth in an Appendix, the latter shall control as to the
Employees (or former Employees) covered by such Appendix; provided, however,
that if such inconsistency results from changes made in the provisions of the
Plan to comply with applicable law, then such provisions of the Plan shall
control as to the Employees (or former Employees) covered by such Appendix. The
terms and provisions of the Appendices that were adopted before the effective
date of this amendment and restatement of the Plan shall remain in effect until
changed or superceded. Any reference in any Appendix to provisions of the Plan
as in effect at the time such Appendix became effective shall be deemed to refer
to the comparable provisions of the Plan as later amended or restated.

            16.2  Appendices of Prior Plan. The provisions of Appendices A
through K of the Prior Plan shall continue to apply, as applicable, to those
amounts held under this Plan that were spun off from the Prior Plan as of
January 1, 1992 and that were immediately prior to such date subject to the
provisions of any such Appendices A through K.

            16.3  Appendix A -- Ohio Citizens Bank Profit-Sharing Retirement
Plan and Declaration of Trust -- Spin Off and Transfer to this Plan and Trust.
Attached hereto and made a part of this Plan and Trust is Appendix A relating to
and providing for the spin off and transfer of certain assets and liabilities of
the Ohio Citizens Bank Profit-Sharing Retirement Plan and Declaration of Trust
as of April 30, 1992.

            16.4  Appendix B -- Conversion to Daily Access System. Attached
hereto and made a part of this Plan is Appendix B relating to and providing for
the conversion of the Plan


                                      106
<PAGE>
and Trust to a daily access system (originally identified as "Appendix M" and
added by "Amendment No. 3 to the National City Savings and Investment Plan No. 2
and Trust" executed October 12, 1993).

            16.5  Appendix C -- Relating to the Acquisition of First Data
Corporation by National Processing Company, Inc. Attached hereto and made a part
of this Plan is Appendix C which relates to the acquisition of First Data
Corporation by National Processing Company, Inc. and is effective as of March
15, 1996 (or such later date as may be required by applicable law).

            16.6  Appendix D -- Relating to the Acquisition of certain assets of
InTraCon, Inc. by National Processing Company, Inc. Attached hereto and made a
part of this Plan is Appendix D which relates to the acquisition of certain
assets of InTraCon, Inc. by National Processing Company, Inc. and is effective
as of August 1, 1997 (or such later date as may be required by applicable law).

            16.7  Appendix E -- Relating to the Acquisition of certain assets of
MRS Jamaica. Inc, by National Processing Company, Inc. Attached hereto and made
a part of this Plan is Appendix E which relates to the acquisition of certain
assets of MRS Jamaica, Inc. by National Processing Company, Inc. and is
effective as of August 1, 1997 (or such later date as may be required by
applicable law).

            16.8  Appendix F -- Relating to the Acquisition of Caribbean Data
Services. Ltd. d/b/a Data Management Services by National Processing Company,
Inc. Attached hereto and made a part of this Plan is Appendix F which relates to
the acquisition of Caribbean Data Services, Ltd. d/b/a Data Management Services
by National Processing Company, Inc. and is effective as of November 1, 1997 (or
such later date as may be required by applicable law).


                                      107
<PAGE>
            16.9  Appendix G -- JBS Associates, Inc. Savings and Profit Sharing
Plan -- Merger into this Plan. Attached hereto and made a part of this Plan is
Appendix G relating to and providing for the merger of the JBS Associates, Inc.
Savings and Profit Sharing Plan into this Plan as of October 30, 1997 (or such
later date as may be required by applicable law).

            16.10 Appendix H -- Relating to the Acquisition of FA Holdings, Inc.
Attached hereto and made a part of this Plan is Appendix H which relates to the
acquisition of FA Holdings, Inc. by National Processing Company and is effective
as of February 1, 1998 (or such later date as may be required by applicable
law).

            16.11 Appendix I -- Relating to the Acquisition of JBH Travel Audit
Inc. Attached hereto and made a part of this Plan is Appendix I which relates to
the acquisition of JBH Travel Audit Inc. by National Processing Company and is
effective as of May 1, 1998 (or such later date as may be required by applicable
law).

            16.12 Appendix J -- Financial Alliance 401(k) Retirement Savings
Plan -- Merger into this Plan. Attached hereto and made a part of this Plan is
Appendix J relating to and providing for the merger of the Financial Alliance
401(k) Retirement Plan into this Plan as of July 2, 2001(or such later date as
many be required by applicable law).


                                      108
<PAGE>
                          ARTICLE XVII. - ESOP FEATURE

            17.1  In General: (1) On and after January 1, 2002, the Plan shall
consist of two components, the ESOP Feature and the Profit Sharing Feature.
Effective January 1, 2002, the portion of a Participant's Account invested in
the NCC Stock Fund will be provided under the ESOP Feature of the Plan, and the
portion of a Participant's Account invested in any Investment Fund that is not
the NCC Stock Fund will be provided under the Profit Sharing Feature of the
Plan.

            (2)   The ESOP Feature is intended to qualify as a stock bonus plan
under Code Section 401(a) and as an employee stock ownership plan under Code
Section 4975(e)(7). The ESOP Feature is designed to invest primarily in
"qualifying employer securities," as defined in Code Sections 4975(e)(8) and
409(l) and ERISA Section 407(d)(5). The ESOP Feature is described in this
Article XVII. The provisions of this Article XVII shall supercede any contrary
provisions of the Plan.

            17.2  Acquisition and Disposition of Employer Securities. (1)
General. Any purchase of NCC Stock by the Trust Fund shall be made at a price
which is not in excess of its fair value market value. The Committee shall
determine fair market value of any nonpublicly traded NCC Stock based upon the
value determined by an independent appraiser having expertise in rendering such
evaluations and meeting requirements similar to those contained in Treasury
Regulations under Code Section 170(a)(1). The Committee may direct the Trustee
to buy NCC Stock from, or sell NCC Stock to, any person, subject to Subsection
(2). All sales of NCC Stock shall be charged pro rata to the ESOP Accounts of
the Participants.

            (2)   Transactions with Disqualified Persons. In the case of any
transaction involving NCC Stock between the Trust Fund and a disqualified person
(as defined in Code Section 4975(e)(2)) or any transaction involving NCC Stock
which is subject to ERISA Section


                                      109
<PAGE>
406(b), no commission shall be charged with respect to the transaction and the
transaction shall be for adequate consideration (as defined in ERISA Section
3(18)) or, in the case of an evidence of indebtedness of an Employer or an
affiliate of an Employer, at a price not less favorable to the Plan than the
price determined under ERISA Section 407(e)(1).

            17.3  Diversification of Investment. Participants may diversify the
investment of amounts held in their ESOP Accounts by transferring amounts held
in their ESOP Accounts from the NCC Stock Fund to one of the other Investment
Funds maintained under the Profit Sharing Feature in accordance with the
provisions of Section 5.6. Any transfer of such amounts from the NCC Stock Fund
to another Investment Fund shall be deemed to be a transfer from the ESOP
Feature to the Profit Sharing Feature.

            17.4  Put Option on Company Stock.

            (1)   When Put Required. If a Participant receives a distribution
of NCC Stock and the NCC Stock is not readily tradable on an established market,
then the NCC Stock distributed to the Participant (or his Beneficiary) must be
subject to a put option as described in this Section.

            (2)   Holder of Put. The put option shall be exercisable by the
Participant, or if deceased, by the Participant's Beneficiary, by the donees of
either, or by a person (including an estate or its distributee) to whom the NCC
Stock passes by reason of the death of the Participant or the Beneficiary.

            (3)   Responsibility for Put. The holder of the put option shall be
entitled to put the NCC Stock to the Company. The Committee shall have the
authority to have the Plan assume the rights and obligations of the Company at
the time the put option is exercised by directing the Trustee to repurchase the
NCC Stock; provided, however, that under no


                                      110
<PAGE>
circumstances may the put option bind the Plan. If it is known that federal or
state law will be violated by the Company's honoring the put option, the put
option must permit the NCC Stock to be put, in a manner consistent with such
law, to a third party (for example, an affiliate of the Company or a shareholder
other than the Plan) that has substantial net worth at the time the ESOP Loan is
made and whose net worth is reasonably expected to remain substantial.

            (4)   Duration of Put. The holder of the put option shall be
entitled to exercise the option at any time during two option periods. The first
option period shall be the 60-day period commencing on the date of the
distribution of the NCC Stock, and if the option is not exercised during that
period, a second 60-day period shall commence in the following Plan Year. The
period during which a put option is exercisable does not include any time when a
holder of the put option is unable to exercise it because the party bound by the
put option is prohibited from honoring it by applicable federal or state law.

            (5)   Manner of Exercise. A put option is exercised by the holder
notifying the Company in writing that the option is being exercised.

            (6)   Price. The exercise price for a put option shall be the value
of the NCC Stock based on all relevant factors for determining the fair market
value of the NCC Stock and shall be made in good faith. In the case of a
transaction between the Plan and a Disqualified Person, value shall be
determined as of the date of the transaction. For all other purposes, value
shall be determined as of the most recent Valuation Date under the Plan. An
independent appraisal will not in itself be a good faith determination of value
in the case of a transaction between the Plan and a Disqualified Person.
However, in other cases, a determination of fair market value based on at least
an annual appraisal independently arrived at by a person who customarily makes
such appraisals and who is independent of any party to a transaction


                                      111
<PAGE>
involving a right of first refusal or a put option with respect to NCC Stock
distributed under this Plan will be deemed to be a good faith determination of
value.

            (7)   Payment Terms and Restrictions. The terms of payment for the
sale of NCC Stock pursuant to a put option shall be as provided in the put and
may be either paid in a lump sum or in installments as provided by the
Committee. An agreement to pay through installments shall be permissible only if
the NCC Stock subject to the put option is part of a 'total distribution', as
defined in Code Section 409(h)(5), and--

                  (a)   the agreement is adequately secured, as determined by
      the Committee,

                  (b)   a reasonable rate of interest is charged, as determined
      by the Committee,

                  (c)   annual payments are equal,

                  (d)   installment payments must begin not later than 30 days
      after the date the put option is exercised, and

                  (e)   the term of the payment does not extend beyond five
      years from the date the put option is exercised.

            17.5  Miscellaneous ESOP Feature Provisions.

            (1)   Payment of Dividends. (a) The Committee, in its sole
discretion, may provide that any dividends paid in cash during the Plan Year on
shares of NCC Stock held in the NCC Stock Fund shall be (i) paid in cash
directly to the Participant, (ii) paid to the Plan and subsequently distributed
to the Participant in cash no later than 90 days after the close of the Plan
Year in which the dividends are paid to the Plan, or (iii) at the election of
the Participant, either (A) paid to the Participant as provided in Clause (i) or
(ii) (as determined by the Committee) or


                                      112
<PAGE>
(B) paid to the Participant's ESOP Account to be reinvested in the NCC Stock
Fund. Such dividends shall be paid in accordance with procedures established by
the Committee.

            (b)   If an election pursuant to Paragraph (a)(iii) is provided by
the Committee, each Participant may make the election, in the manner and at the
time specified by the Committee, with respect to dividends received on shares of
NCC Stock comprising the portion of the NCC Stock Fund allocated to the
Participant's ESOP Account. If an election pursuant to Paragraph (a)(iii) is
provided by the Committee and a Participant does not make such an election, such
dividends shall be paid to the Participant's ESOP Account to be reinvested in
the NCC Stock Fund.

            (c)   The Beneficiary of a deceased Participant and a Participant's
alternate payee shall have the same rights as a Participant has under this
Subsection (1).

            (d)   The provisions of this Subsection (1) are intended to
implement the provisions of Code section 404(k) and shall be interpreted and
applied accordingly.

            (2)   Independent Appraiser. NCC Stock held in Participants' ESOP
Accounts shall be valued as of each Valuation Date, or at the discretion of the
Committee, more frequently. All valuations of NCC Stock held in Participants'
ESOP Accounts which is not readily tradable on an established securities market
shall be made by an independent appraiser meeting requirements similar to those
contained in Treasury Regulations under Code Section 170(a)(1).


                                      113
<PAGE>
      This amendment and restatement of the National City Savings and Investment
Plan No. 2 is hereby executed at Cleveland, Ohio, this ___ day of
_______________, ____ but effective as otherwise herein set forth.


NATIONAL CITY BANK, TRUSTEE                     NATIONAL CITY CORPORATION


By    ___________________________               By   ___________________________
      Title:                                         Title:


And   ___________________________               And  ___________________________
      Title:                                         Title:


                                      114
<PAGE>
                NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

                         Appendices A through K of the
                   National City Savings and Investment Plan


      As provided in Section 16.2 of the National City Savings and Investment
Plan No. 2, Appendices A through K of the National City Savings and Investment
Plan continue to apply to the extent otherwise applicable.

      Accordingly, copies of such Appendices A through K are set forth after
this cover sheet.
<PAGE>
                                   APPENDIX C
                                       TO
              THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

                        (relating to the acquisition of
          First Data Corporation by National Processing Company, Inc.)


      This Appendix C relates to the acquisition of First Data Corporation by
National Processing Company, Inc. and is effective as of March 15, 1996 (the
"Effective Date").

      1.    Transferring Employee. The tent "Transferring Employee" means each
individual who is a Covered Employee on or after the Effective Date and who
became such a Covered Employee as a result of a direct transfer of employment
from First Data Corporation to National Processing Company, Inc. or another
Controlled Group Member pursuant to the acquisition of a division of First Data
Corporation by National Processing Company, Inc. effective February 1, 1996.

      2.    Service. Each Transferring Employee shall be credited with service
under the Plan with respect to vesting and eligibility to participate in the
Plan, and with respect to eligibility for benefits, from such Transferring
Employee's date of hire with First Data Corporation. Notwithstanding the
foregoing, no highly compensated employee (as such term is defined in section
4l4(q) of the Code) shall be credited with service pursuant to this paragraph 2
to the extent that such service would cause the Plan to fail to satisfy final
Treasury Regulations issued under Section 401(a)(4) of the Code.
<PAGE>
                                   APPENDIX D
                                       TO
              THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

                 (relating to the acquisition certain assets of
              InTraCon, Inc. by National Processing Company, Inc.)


      This Appendix D relates to the acquisition of certain assets of InTraCon,
Inc. by National Processing Company, Inc. and is effective as of August 1, 1997
(the "Effective Date").

      1.    Transferring Employee. The term "Transferring Employee" means each
individual who is a Covered Employee on or after the Effective Date and who
became such a Covered Employee as a result of a direct transfer of employment
from InTraCon, Inc. to National Processing Company, Inc. or another Controlled
Group Member pursuant to the acquisition of certain assets of InTraCon, Inc. by
National Processing Company.

      2.    Service. Each Transferring Employee shall be credited with service
under the Plan with respect to vesting and eligibility to participate in the
Plan, and with respect to eligibility for benefits, from such Transferring
Employee's date of hire with InTraCon, Inc. Notwithstanding the foregoing, no
highly compensated employee (as such term is defined in section 414(q) of the
Code) shall be credited with service pursuant to this paragraph 2 to the extent
that such service would cause the Plan to fail to satisfy final Treasury
Regulations issued under Section 401(a)(4) of the Code.
<PAGE>
                                   APPENDIX E
                                       TO
              THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

                 (relating to the acquisition certain assets of
             MRS Jamaica Inc. by National Processing Company, Inc.)


      This Appendix E relates to the acquisition of certain assets of MRS
Jamaica, Inc. by National Processing Company, Inc. and is effective as of August
1, 1997 (the "Effective Date").

      1.    Transferring Employee. The term "Transferring Employee" means each
individual who is a Covered Employee on or after the Effective Date and who
became such a Covered Employee as a result of a direct transfer of employment
from MRS Jamaica, Inc. to National Processing Company, Inc. or another
Controlled Group Member pursuant to the acquisition of certain assets of MRS
Jamaica, Inc. by National Processing Company.

      2.    Service. Each Transferring Employee shall be credited with service
under the Plan with respect to vesting and eligibility to participate in the
Plan, and with respect to eligibility for benefits, from such Transferring
Employee's date of hire with MRS Jamaica, Inc. Notwithstanding the foregoing, no
highly compensated employee (as such term is defined in section 414(q) of the
Code) shall be credited with service pursuant to this paragraph 2 to the extent
that such service would cause the Plan to fail to satisfy final Treasury
Regulations issued under Section 401(a)(4) of the Code.
<PAGE>
                                   APPENDIX F
                                       TO
              THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

         (relating to the acquisition of Caribbean Data Services, Ltd.
      d/b/a Data Management Services by National Processing Company, Inc.


      This Appendix F relates to the acquisition of Caribbean Data Services,
Ltd. d/b/a Data Management Services by National Processing Company, Inc. and is
effective as of November 1, 1997 (the "Effective Date").

      1.    Transferring Employee. The term "Transferring Employee" means each
individual who is a Covered Employee on or after the Effective Date and who
became such a Covered Employee as a result of a direct transfer of employment
from Caribbean Data Services, Ltd. d/b/a Data Management Services to National
Processing Company, Inc. or another Controlled Group Member pursuant to the
acquisition of Caribbean Data Services, Ltd. d/b/a Data Management Services by
National Processing Company.

      2.    Service. Each Transferring Employee shall be credited with service
under the Plan with respect to vesting and eligibility to participate in the
Plan, and with respect to eligibility for benefits, from such Transferring
Employee's date of hire with First Data Corporation. Notwithstanding the
foregoing, no highly compensated employee (as such term is defined in section
414(q) of the Code) shall be credited with service pursuant to this paragraph 2
to the extent that such service would cause the Plan to fail to satisfy final
Treasury Regulations issued under Section 40l(a)(4) of the Code.
<PAGE>
                                   APPENDIX G
             TO THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

                         (relating to the merger of the
             JBS Associates. Inc. Savings and Profit Sharing Plan)


      This Appendix G relates to the merger, effective as of October 30, 1997,
of the JBS Associates, Inc. Savings and Profit Sharing Plan into the Plan.

      1.    Appendix G Controlling. With respect to the matters covered herein,
the provisions of this Appendix G shall be controlling, notwithstanding any
other provision of the Plan.

      2.    Definitions. Unless specifically stated otherwise, terms used with
initial capital letters in this Appendix G shall have the same meaning as in the
Plan. For purposes of this Appendix G, the following terms shall have the
following respective meanings:

            (a)   Effective Date: The effective date, namely October 30, 1997,
      of the merger of the JBS Plan into the Plan.

            (b)   JBS Plan: The JBS Associates, Inc. Savings and Profit Sharing
      Plan, as amended through the Effective Date.

            (c)   JBS Plan Account: An account established and maintained by the
      Trustee for each JBS Plan Participant to reflect the amount credited to
      the Participant's accounts under the JBS Plan as of October 30, 1997.

            (d)   JBS Plan Participant: Each individual who was a participant in
      the JBS Plan on October 30, 1997.

            (e)   JBS Trust: The trust held pursuant to the Trust Agreement for
      the JBS Plan.
<PAGE>
      3.    Merger of Assets and Liabilities. Pursuant to the Instrument Merging
Plans executed by National City Corporation, National City Bank, Trustee and
National Processing Company, upon the Effective Date that portion of the JBS
Plan identified in the Instrument Merging Plans will be merged into this Plan.

      4.    Participation in this Plan.

            (a)   Each person who is (1) a Participant under and as defined in
      the JBS Plan immediately preceding the Effective Date and (2) a Covered
      Employee (or, in the case of a terminated employee, would have been a
      Covered Employee immediately prior to his termination of employment) under
      and as defined in the Plan shall become a Participant under and as defined
      in the Plan as of the Effective Date (unless such person is already a
      Participant under and as defined in the Plan), provided that such
      Participant shall be deemed to have met the eligibility requirements of
      subsections (2) and (3) of Section 2.1 of the Plan, but must actually meet
      the requirements of sub-section (1) of said Section 2.1 in order to have
      Before-Tax Contributions (as defined in the Plan) made on his or her
      behalf to the Trust under the Plan.

            (b)   The participation in the Plan after the Effective Date of each
      person described in (a) above shall have the same attributes as such
      person's participation in the JBS Plan had with respect to deferrals,
      investments, distributions and loans and such participation shall continue
      until revised, changed or revoked by such person as a Participant in this
      Plan, or otherwise, provided, however, that deferrals, investments,
      distributions and loans after the Effective Date shall be fully subject to
      the provisions and limitations of this Plan.
<PAGE>
      5.    Participant Accounting. As soon as practicable after the Effective
Date but effective as of the Effective Date, the assets and liabilities
attributable to each JBS Plan Participant shall be accounted for in accordance
with the following rules:

            (a)   Amounts held in a Participant's accounts under the JBS Plan as
      of October 30, 1997 shall be credited to his Account under this Plan.

            (b)   Subaccounts shall be maintained for each Participant's JBS
      Plan Account to reflect amounts attributable to the separate accounts
      maintained for the Participant under the JBS Plan.

      6.    Vesting. Amounts credited to a Participant's JBS Plan Account shall
be 100% nonforfeitable.

      7.    Distribution of Benefits. JBS Plan benefits which were in the
process of being distributed under the JBS Plan on the Effective Date shall
continue to be so distributed under this Plan in accordance with the terms of
the JBS Plan in effect on the date the distribution commenced until distributed
in full. To the extent required by applicable law, the optional forms of benefit
(within the meaning of Code Section 411(d)(6)) available under the JBS Plan
shall continue to be available with respect to amounts held in Participants'
Accounts under this Plan and shall be in addition to any other optional forms of
benefit available under this Plan.

      8.    Beneficiary Designations. Any persons or persons designated by a JBS
Plan Participant as a beneficiary, or by the terms of the JBS Plan deemed to be
a beneficiary, to receive any death benefit under the JBS Plan prior to the
Effective Date shall, subject to applicable law, continue as the Participant's
Beneficiary under this Plan until the Participant designates a Death Beneficiary
in accordance with the provisions of this Plan.
<PAGE>
      9.    Applicability of Plan Provisions. Except as otherwise specifically
provided in this Appendix G or in this Plan, the provisions of this Plan shall,
effective as of the Effective Date, apply to the JBS Plan assets merged into
this Plan and to the JBS Plan Participants, and supersede the provisions of the
JBS Plan.

      10.   Benefits. Nothing contained in this Appendix G shall be applied,
interpreted or have the effect of

            (a)   reducing any participant's accrued benefit under this Plan or
                  the JBS Plan, or

            (b)   eliminating or reducing any early retirement benefit or
                  retirement-type subsidy otherwise supplied by the Plan or the
                  JBS Plan, or

            (c)   eliminating an optional form of benefit otherwise provided by
                  the Plan or the JBS Plan,

notwithstanding any other provision of the Plan as amended, or the JBS Plan, as
amended. For purposes of this paragraph, the terms "accrued benefit", "early
retirement benefit", "retirement-type subsidy" and "optional form of benefit"
shall have the meaning given such terms in section 411 of the Code and Treasury
Regulations issued thereunder.
<PAGE>
                                   APPENDIX H
                                       TO
              THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

               (relating to the acquisition of FA Holdings, Inc.
                        by National Processing Company)


      This Appendix H relates to the acquisition FA Holdings, Inc. by National
Processing Company and is effective as of February 1, 1998 (the "Effective
Date").

      1.    Transferring Employee. The term "Transferring Employee" means each
individual who is a Covered Employee on or after the Effective Date and who
became such a Covered Employee as a result of a direct transfer of employment
from FA Holdings, Inc. or an affiliate thereof to National Processing Company or
another Controlled Group Member pursuant to the acquisition of FA Holdings, Inc.
by National Processing Company.

      2.    Service. Each Transferring Employee shall be credited with service
under the Plan with respect to vesting and eligibility to participate in the
Plan, and with respect to eligibility for benefits, from such Transferring
Employee's date of hire with FA Holdings, Inc. or an affiliate thereof.
Notwithstanding the foregoing, no highly compensated employee (as such term is
defined in section 414(q) of the Code) shall be credited with service pursuant
to this paragraph 2 to the extent that such service would cause the Plan to fail
to satisfy final Treasury Regulations issued under Section 401(a)(4) of the
Code.
<PAGE>
                                   APPENDIX I
                                       TO
              TEE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

             (relating to the acquisition of JBH Travel Audit Inc.
                        by National Processing Company)


      This Appendix I relates to the acquisition of JBH Travel Audit Inc. by
National Processing Company and is effective as of May 1, 1998 (the "Effective
Date").

      1.    Transferring Employee. The term "Transferring Employee" means each
individual who is a Covered Employee on or after the Effective Date and who
became such a Covered Employee as a result of a direct transfer of employment
from JBH Travel Audit Inc. to National Processing Company or another Controlled
Group Member pursuant to the acquisition of Travel Audit Inc. by National
Processing Company.

      2.    Service. Each Transferring Employee shall be credited with service
under the Plan with respect to vesting and eligibility to participate in the
Plan, and with respect to eligibility for benefits, from such Transferring
Employee's date of hire with JBH Travel Audit Inc. Notwithstanding the
foregoing, no highly compensated employee (as such term is defined in section
414(q) of the Code) shall be credited with service pursuant to this paragraph 2
to the extent that such service would cause the Plan to fail to satisfy final
Treasury Regulations issued under Section 401(a)(4) of the Code.