<PAGE>
                                                                   EXHIBIT 10.33


















                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN


               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
<PAGE>
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN


      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 (the "Plan"), effective as of January 1, 2001.
<PAGE>
                    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 an 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 l-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


                                       2
<PAGE>
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.

      (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.


                                       3
<PAGE>
      (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.

      (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


                                       4
<PAGE>
and may be amended from time to time.

      (10) Committee: The committee established by the Company, certain powers,
duties and authorities of which are 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.

      (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 of an Employer, including a
salaried executive officer but not a director, as such, 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) any person employed by


                                       5
<PAGE>
National Processing Incorporated or a subsidiary thereof who is treated as a
non-exempt employee under the Fair Labor Standards Act, (v) any 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 which constitutes income from
sources within the United States (within the meaning of Code section 861(a)(3),
(vi) any person who is a leased employee (within the meaning of Section 1.1(20))
or (vii) effective May 1, 2001, any person employed by the Military Banking
Division of National City Bank of Indiana.

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


                                       6
<PAGE>
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. Notwithstanding the foregoing sentence, with respect to periods
while an Employee is classified by an Employer as being in one of the employment
classifications listed below, effective for the times specified below applicable
to each such classification, "Credited Compensation" shall include all Variable
Pay paid by the Employer for work performed in that employment classification,
provided that the total Credited Compensation taken into account under the Plan
for any Plan Year for such an Employee shall be limited to the dollar amount set
forth below opposite the employment classification applicable to the Employee.

<TABLE>
<CAPTION>
                                                              Maximum Amount of Credited
   Effective                        Employment                  Compensation Taken into
     times                        Classification                    Account Per Year
     -----                        --------------                    ----------------
<S>                   <C>                                     <C>
1/1/2001 & after      Institutional Financial Consultant I              $150,000
                          (020107)
1/1/2001 & after      Institutional Financial Consultant II             $150,000
                          (020108)
1/1/2001 & after      Institutional Financial Consultant III            $150,000
</TABLE>


                                       7
<PAGE>
<TABLE>
<S>                   <C>                                     <C>
                      (020109)
1/1/2001 & after      Financial Consultant Sales Manager I              $150,000
                          (013182)
1/1/2001 & after      Financial Consultant Sales Manager II             $150,000
                          (013184)
1/1/2001 & after      Financial Consultant Sales Manager III            $150,000
                          (013186)
1/1/2001 & after      Financial Consultant I (013187)                   $150,000
1/1/2001 & after      Financial Consultant II (013188)                  $150,000
1/1/2001 & after      Financial Consultant III (013189)                 $150,000
1/1/2001 & after      Institutional Equity Rep III (020128)             $150,000
1/1/2001 & after      Financial Consultant/Syndicate Manager            $150,000
                          (020131)
</TABLE>

      (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 effect 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


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<PAGE>
Employee and his family members in proportion to each individual's 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) 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


                                       9
<PAGE>
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 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


                                       10
<PAGE>
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.

      (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.


                                       11
<PAGE>
      (21) Employee: An employee of a Controlled Group Member and, to the extent
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.

      (22) Employer: The Company and any other corporation or


                                       12
<PAGE>
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 Contribution: Matching Employer Contributions provided for
in Section 3.5, Qualified Nonelective Contributions provided for in Section 3.10
and ESOP Contributions and Supplemental ESOP Contributions provided for in
Section 16.5.

      (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


                                       13
<PAGE>
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.

      (28) ESOP Contributions: Employer Contributions to the plan to be applied
to payment of principal and/or interest under an ESOP Loan pursuant to Section
16.5(2)(a).

      (29)  ESOP Feature: The portion of the Plan described in Article XVI.

      (30)  ESOP Loan: A loan described in Section 16.3.

      (31) 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.

      (32) Fixed Income Fund: One of the Investment Funds provided under the
Plan. The Fixed Income Fund shall be invested and


                                       14
<PAGE>
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.

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

      (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);


                                       15
<PAGE>
      (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)-1(d)(2)(iv)(C).

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


                                       16
<PAGE>
"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(16)(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.

      (35) 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: (1) 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, 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


                                       17
<PAGE>
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


                                       18
<PAGE>
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 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.

      (36) 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.

      (37) 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 1940, a bank as defined thereunder or an insurance company
qualified to manage, acquire or dispose of Plan assets under the


                                       19
<PAGE>
laws of more than one state, and (b) acknowledge in writing that he or it is a
Fiduciary with respect to the Plan.

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

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

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

      (41) 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.

      (42) 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.

      (43) NCB Investment Trust Fund: Any fund now or hereafter established
under the trust instrument executed by National City


                                       20
<PAGE>
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.

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

      (45) 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.

      (46) 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.

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

      (48) NPI Stock Fund: Effective, April 16, 2001, 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


                                       21
<PAGE>
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.

      (49) 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.

      (50) Plan: The National City Savings and Investment Plan (known prior to
this restatement as the National City Savings and Investment Plan and Trust),
the terms and provisions of which are herein set forth, as the same may be
amended, supplemented or restated from time to time. The Plan consists of a
Profit Sharing Feature and an ESOP Feature.

      (51)  Plan Year: A calendar year.

      (52) Prior 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.

      (53) Profit Sharing Feature: The portion of the Plan (a) which is not
included within the ESOP Feature, (b) which is intended to qualify as a profit
sharing plan under Code Section 401(a) and (c) which includes a qualified cash
or deferred arrangement within the


                                       22
<PAGE>
meaning of Code Section 401(k).

      (54) Qualified Nonelective Contributions: A contribution made by an
Employer pursuant to Section 3.8 (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).

      (55) 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.

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

      (57) 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


                                       23
<PAGE>
term is defined in Code Section 414(p)).

      (58) Supplemental ESOP Contributions: Employer Contributions provided for
in Section 16.5(2)(b).

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

      (60) 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.

      (61) 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.

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

      (63) 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.

      (64) 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


                                       24
<PAGE>
expense payments, tuition reimbursements, signing bonuses, business expense
reimbursements, the value of flex-vacation 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 supplement adjustment payments and amounts not
taxable to an Employee shall not be included in Variable Pay.

      (65) 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.


                                       25
<PAGE>
      (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 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 and
complete restatement of the Plan, which was originally effective as of July 1,
1984 and subsequently amended and restated most recently as of July 1, 1992.

      (7) This amendment and restatement is generally effective


                                       26
<PAGE>
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 extent 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 applicable 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 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.


                                       27
<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 Plan
in effect on December 31, 1988, and

      (3) he (a) 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


                                       28
<PAGE>
or after such effective date, any designated Before-Tax 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 telephone system or personal computer
access to an internet website maintained on behalf of the Plan, 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


                                       29
<PAGE>
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 re-employed, 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 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.


                                       30
<PAGE>
      (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 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


                                       31
<PAGE>
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.


                                       32
<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


                                       33
<PAGE>
rules) of election change forms, or (B) if available to the Participant,
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, 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 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


                                       34
<PAGE>
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.

      (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


                                       35
<PAGE>
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. Notwithstanding the foregoing provisions of this Section, for any
month during which an ESOP Loan is outstanding, ESOP Contributions and
Supplemental ESOP Contributions shall be used to fund the Employers' obligation
to make Matching Employer Contributions pursuant to this Section and shall be
applied as provided in Section 16.5.

      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


                                       36
<PAGE>
whom Before-Tax Contributions were made during such month, 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.
Notwithstanding the foregoing provisions of this Section, for any month during
which an ESOP Loan is outstanding, Participants for whom Before-Tax
Contributions were made during such month will not be credited with a Matching
Allocation pursuant to this Section, but will be allocated and credited with a
Matching Allocation in accordance with the provisions of Section 16.5.

      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


                                       37
<PAGE>
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, provided that ESOP
Contributions shall be made in cash. 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 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 16.7(i).


                                       38

<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


                                       39
<PAGE>
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 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


                                       40
<PAGE>
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.

      (2) For the purposes of this Section, for Plan Year 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


                                       41
<PAGE>
Years beginning prior to January 1, 1998 his Before-Tax Contributions (subject
to the limitations described in Section 1.1(16)(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
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
Eligible Employees beginning with the highest dollar amount of such Before Tax
Contributions.


                                       42
<PAGE>
      (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


                                       43
<PAGE>
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
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


                                       44
<PAGE>
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
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


                                       45
<PAGE>
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
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


                                       46
<PAGE>
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


                                       47
<PAGE>
percentage test 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


                                       48
<PAGE>
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).

      (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.


                                       49
<PAGE>
      (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 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


                                       50
<PAGE>
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 (as adjusted pursuant to Code
Section 415(d)) or (b) 25% of his compensation for such Plan Year.

      (2) For the purpose of this Section, the term "annual


                                       51
<PAGE>
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(1)(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 reasonable error in


                                       52
<PAGE>
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


                                       53
<PAGE>
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.

      (5) Notwithstanding the foregoing provisions of this Section, in the event
that an ESOP Loan is made to the Plan pursuant to the ESOP Feature the following
rules shall apply:

      (a) If some or all of any Plan contribution is designated to repay the
ESOP Loan, a portion of the amount of the contribution (exclusive of dividends)
used to repay the ESOP Loan shall be attributed to each Participant who is
eligible for an allocation pursuant to Sections 3.6, 3.8 or 3.11 in proportion
to his share of the total amount allocated to all Participants pursuant to
Sections 3.6, 3.8 and 3.11. Such attributable portion shall be treated as an
annual addition for purposes of this Section. Assets released from the ESOP
Suspense Account (as defined in Section 16.1) shall not constitute an annual
addition for purposes of this Section. Any earnings allocated under Section
16.13(3) as a result of gains from the sale of unallocated NCC Stock held under
the ESOP Feature shall not constitute an annual addition; and

      (b) If in a Plan Year no more than one-third of the deductible Employer
contributions to the Plan are allocated to


                                       54
<PAGE>
Highly Compensated Employees, forfeitures of NCC Stock shall not constitute an
annual addition as long as such forfeited shares were acquired with the proceeds
of an ESOP Loan, and Employer contributions used to make interest payments on an
ESOP Loan shall not constitute an annual addition.

      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)(1)(B) with respect to such participant under the plan for
such Year; and

      (b) the defined contribution plan fraction for any Plan Year


                                       55
<PAGE>
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 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

            (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


                                       56
<PAGE>
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 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.


                                       57
<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 16.13(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


                                       58
<PAGE>
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 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


                                       59
<PAGE>
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, the Money Market Fund or such other Investment Funds 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.

      (e) The Trustee is authorized to commingle 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 the
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,


                                       60
<PAGE>
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
XVI. 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 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


                                       61
<PAGE>
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


                                       62
<PAGE>
Break in Service.

      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


                                       63
<PAGE>
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 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


                                       64
<PAGE>
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 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


                                       65
<PAGE>
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 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.


                                       66
<PAGE>
      (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 filed with the Committee or his Employer or (B) if
available to the Participant, by effecting such adjustment by means 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


                                       67
<PAGE>
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.

      (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.


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<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


                                       69
<PAGE>
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.

      (3) If a Participant dies after the commencement of payments of his Vested
Interest to him in the form described in Section 6.3(1)(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


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<PAGE>
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 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.


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<PAGE>
      (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 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


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<PAGE>
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


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<PAGE>
provided in Subsection (2) of this Section and Section 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(l)(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


                                       74
<PAGE>
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 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


                                       75
<PAGE>
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.

      6.10 Withdrawal of After-Tax and Transfer Contributions. (1) A
Participant, whether of 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


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<PAGE>
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 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


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<PAGE>
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


                                       78
<PAGE>
approved by the Committee, signed by him and filed with 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"
with 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


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<PAGE>
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 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.


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<PAGE>
      (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 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.


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<PAGE>
      (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

            (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


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<PAGE>
            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 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


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<PAGE>
                  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


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<PAGE>
Account shall control (with respect to that portion of the Account) over the
preceding provisions of this Article to the extent that such Appendix 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 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


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<PAGE>
$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; the portion of any distribution
that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities);
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


                                       86
<PAGE>
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.


                                       87
<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


                                       88
<PAGE>
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 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.


                                       89
<PAGE>
      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 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


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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.


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                       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


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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 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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                         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


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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 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


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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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                    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


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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 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


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<PAGE>
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.

      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.


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<PAGE>
      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 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


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<PAGE>
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 it shall discharge in its sole and absolute


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<PAGE>
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 any 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,
effective August 5, 1997 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 (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


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<PAGE>
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 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


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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.

      11.7 Military Service. Notwithstanding any provision of the Plan to the
contrary, effective December 31, 1994, 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 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 Employers under the Plan were the Company and those Employers listed on
Exhibit A to 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
Employee") 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


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<PAGE>
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 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


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<PAGE>
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 Section, to have his non-forfeitable
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


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<PAGE>
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 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 percent (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


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<PAGE>
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 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.


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<PAGE>
      (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.

      (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


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<PAGE>
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.

      (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


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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

      (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


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<PAGE>
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 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


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<PAGE>
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:

      (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


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<PAGE>
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 "l.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


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


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<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 unallocated and 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 unallocated shares and 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
allocated and unallocated shares. Upon timely receipt of such instructions, the
Trustee (after combining


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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 or unallocated 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 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


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<PAGE>
the Trustee with respect to the vote of a portion of the shares of NCC Stock
that are unallocated to the Account of any Participant and the Shares of NCC
Stock allocated to Participants' Accounts 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 NCC Stock not allocated to the
Accounts of Participants and 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
allocated to the Accounts of such Participants who have provided directions to
the Trustee with respect to unallocated 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 unallocated and 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 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


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<PAGE>
of Section 402 of ERISA) with respect to unallocated and 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
unallocated shares and 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 unallocated 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.


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<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


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<PAGE>
to the tender or exchange of a portion of the shares of NCC Stock that are
unallocated to the Account of any Participant and of the shares of NCC Stock
allocated to Participants' Accounts for which no timely instructions are
received. Such direction shall apply to such number of unallocated and
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
respect to unallocated 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 unallocated and
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


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<PAGE>
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 (1)-(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
(1)-(4) of this Section regarding such offer, and prior to termination of such
offer, another offer is received by the Trustee for the securities 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


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<PAGE>
      (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 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


                                      127
<PAGE>
Section shall have no effect with respect to such offer and the Trustee shall
not tender or exchange any shares of NCC Stock (allocated or unallocated) in
such offer.


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<PAGE>
                    ARTICLE XVI. - LEVERAGED ESOP PROVISIONS

          (Effective January 1, 2002, this Article XVI shall be titled
                               "ESOP PROVISIONS")

      16.1 Definitions. For purposes of this Article, the following terms shall
have the following meanings:

      (1) Allocated Dividends: Cash dividends which are paid during the Plan
Year on NCC Stock held in a Participant's ESOP Sub-Account which was acquired
with the proceeds of an outstanding ESOP Loan.

      (2) Disqualified Person: A disqualified person within the meaning of Code
Section 4975(e)(2).

      (3) Dividend Replacement Allocations: The allocation to a Participant's
ESOP Sub-Account of NCC Stock equivalent in market value to the amount of the
Allocated Dividends paid on shares credited to such ESOP Sub-Account on the
record date of such dividend (which dividend was used during the Valuation
Period ending on such Valuation Date in making an ESOP Loan amortization
payment).

      (4) ESOP Interim Account: The account in which Excess ESOP Allocations
shall be held and the operation of which is described in Section 16.5(3).

      (5) ESOP Payment Account: The account described in Section 16.4(1).

      (6) ESOP Sub-Account: Effective January 1, 2002, the portion of the
Participant's ESOP Account that is maintained pursuant to Section 5.2. Prior to
January 1, 2002, the separate portion of a Participant's Matching Allocation
Sub-Account which is credited


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<PAGE>
with the amounts described in Section 16.5(3).

      (7) ESOP Suspense Account: The account described in Section 16.3(4).

      (8) Excess ESOP Allocations: Shares of NCC Stock held in the ESOP Interim
Account which are not allocated to the ESOP Sub-Accounts as of a Valuation Date
because the fair market value of shares of NCC Stock available to be allocated
to the ESOP Sub-Accounts from the ESOP Interim Account (including Excess ESOP
Allocations from an earlier Valuation Date in such Plan Year) at such Valuation
Date are in excess of the required Matching Allocations and Dividend Replacement
Allocations for such Valuation Date.

      (9) Merchants Plan: The Merchants National Corporation Thrift Plan, as
amended and restated as of October 1, 1990 and as further amended and in effect
on June 30, 1992.

      (10) Supplemental ESOP Contribution: The Employer contributions described
in Section 16.5(2)(b).

      (11) Unallocated Dividends: The cash dividends paid on NCC Stock held in
the ESOP Suspense Account or ESOP Interim Account.

      (12) Valuation Period: The period from the last day following a Valuation
Date to and including the next succeeding Valuation Date.

      16.2 In General: (1) Effective July 1, 1992, as described in Appendix M
hereto, the Merchants Plan was merged into the Plan, and the ESOP feature of the
Merchants Plan continued as part of


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<PAGE>
this Plan. On and after July 1, 1992, the Plan has consisted of two components,
the ESOP Feature and the Profit Sharing Feature. Prior to January 1, 2002, the
ESOP Feature included Matching Allocations made after July 1, 1992, and the
Profit Sharing Feature included Matching Allocations made prior to July 1, 1992
and other Employer and Employee contributions.

      (2) 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.

      (3) 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 XVI. The
provisions of this Article XVI shall supercede any contrary provisions of the
Plan.

      16.3 ESOP Loan.

      (1) Authority. The Company may direct the Trustee to obtain an ESOP Loan
or Loans. The term "ESOP Loan" means a loan made to the Plan (including the loan
made to the Merchants Plan to which this Plan has succeeded by virtue of the
merger of the Merchants Plan into this Plan), including a direct loan of cash, a
purchase


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<PAGE>
money transaction and an assumption of an obligation by the Plan. An ESOP Loan
may be made by a Disqualified Person or may be secured by a guarantee of a
Disqualified Person. "Guarantee" includes an unsecured guarantee and the use of
the assets of a Disqualified Person as collateral for an ESOP Loan.

      (2) Conditions of Loans. An ESOP Loan must be primarily for the benefit of
the Participants and their Beneficiaries. The terms of an ESOP Loan, whether or
not between independent parties, must, at the time the ESOP Loan is made, be at
least as favorable to the Plan as the terms of a comparable loan resulting from
arm's length negotiations between independent parties. At the time the ESOP Loan
is made, the interest rate for the ESOP Loan must not be in excess of a
reasonable rate of interest, taking into account the amount and duration of the
ESOP Loan, the security and guarantee (if any) involved, and the interest rate
prevailing for comparable loans. The term of the ESOP Loan must be definitely
ascertainable.

      (3) Use of Loan Proceeds. The proceeds of an ESOP Loan must be used within
a reasonable time after their receipt by the Plan and may be used only for one
or more of the following purposes:

      (a) to acquire NCC Stock,

      (b) to repay the ESOP Loan, or

      (c) to repay a prior ESOP Loan.

      (4) ESOP Suspense Account. All assets acquired by the Plan with the
proceeds of an ESOP Loan shall be added to and maintained in the ESOP Suspense
Account. The note or any security agreements


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<PAGE>
executed by the Trustee in connection with an ESOP Loan shall provide that
assets shall be released from the ESOP Suspense Account pursuant to the
provisions of Section 16.5(1) as though all securities in the ESOP Suspense
Account were encumbered.

      (5) Liability and Collateral for Loan. An ESOP Loan must be without
recourse against the Plan. The only assets of the Plan which may be used as
collateral on an ESOP Loan are NCC Stock acquired with the proceeds of the ESOP
Loan and NCC Stock that was used as collateral on a prior ESOP Loan. Except as
permitted pursuant to Code Section 404(k), no person entitled to payment under
an ESOP Loan shall have any right to assets of the Plan other than --

      (a) collateral given for the ESOP Loan,

      (b) Employer contributions that are made to the Plan to meet its
obligations under the ESOP Loan, and

      (c) earnings attributable to such collateral and the investment of such
Employer contributions.

      (6) Default. The note or any security agreements executed by the Trustee
in connection with an ESOP Loan shall provide that in the event of default under
the ESOP Loan, the value of assets of the Plan, if any, transferred in
satisfaction of the Loan must not exceed the amount of such default and if the
lender is a Disqualified Person, the ESOP Loan must provide for the transfer of
such assets only upon and to the extent of the failure of the Trustee to meet
the payment schedule of the ESOP Loan.


                                      133
<PAGE>
      (7) Limitation on Payments. Payments made by the Trustee with respect to
an ESOP Loan during a Plan Year shall not exceed the sum of (a) ESOP
Contributions made during the Plan Year and each prior Plan Year to meet its
obligations under the ESOP Loan and the earnings attributable to the investment
of such Contributions and (b) earnings attributable to allocated and unallocated
NCC Stock acquired with the proceeds of any ESOP Loan, reduced by (c) payments
made under the ESOP Loan in prior Plan Years, and increased by (d) the proceeds
of any sale of NCC Stock held in the ESOP Suspense Account used to make payments
on such ESOP Loans. Such ESOP Contributions and earnings shall be accounted for
separately in the books of account of the ESOP Feature until the ESOP Loan is
repaid.

      16.4 Repayment of Loan. (1) The Trustee shall cause the Plan to repay the
ESOP Loan to the lender as payments on the ESOP Loan are required pursuant to
the terms of the ESOP Loan agreement. If ESOP Contributions are made prior to
the date on which a payment is required under an ESOP Loan agreement or in
excess of the amount of a required payment, upon the direction of the Company
pursuant to Section 16.8, the Trustee shall cause the Plan to apply such ESOP
Contributions to the prepayment of the ESOP Loan. Payments shall be made from
the ESOP Payment Account. Except as otherwise provided herein, the ESOP Payment
Account shall hold:

      (a) proceeds (if any) arising from the sale of NCC Stock held in the ESOP
Suspense Account;


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<PAGE>
      (b) Allocated Dividends and Unallocated Dividends (to the extent provided
by Section 16.13(1);

      (c) Employer contributions (if any) made with respect to the ESOP Feature;
and

      (d) proceeds (if any) of a subsequent ESOP Loan made to repay a prior ESOP
Loan.

      (2) In the event of default upon an ESOP Loan for failure to meet the
required payment schedule, the Trustee shall transfer shares of NCC Stock in the
ESOP Suspense Account to the ESOP Payment Account that are sufficient, when
added to the other assets in the ESOP Payment Account, to make the required ESOP
Loan payment.

      16.5 Contributions, Release from ESOP Suspense Account and Allocation
Among Participants' Accounts.

      (1) Release. Each Valuation Date that payment is made on an ESOP Loan
(whether a regularly-scheduled payment or a prepayment, but not including any
prepayment made with the proceeds of a new ESOP Loan incurred to refinance an
existing ESOP Loan), the Trustee shall release shares of NCC Stock then held in
the ESOP Suspense Account for allocation to Participants' Accounts. The number
of shares of NCC Stock to be released for each Valuation Period shall equal the
number of encumbered shares held in the ESOP Suspense Account immediately before
the payment multiplied by a fraction the numerator of which is the amount of
principal and interest paid at such time and the denominator of which is the sum
of the numerator


                                      135
<PAGE>
and the principal and interest to be paid under the ESOP Loan later in such Plan
Year and in all future Plan Years without regard to any possible extension or
renewal periods. The shares of NCC Stock released from the ESOP Suspense Account
pursuant to this Subsection shall be transferred to the ESOP Interim Account,
and such shares shall be allocated as specified in subsection (3) below.

      (2) Contributions. A Participant shall be entitled to an allocation to his
ESOP Sub-Account for each Valuation Period equal to his Matching Allocations
required under Section 3.6 and with respect to the last Valuation Period of a
Plan Year, under Section 3.8, if any, payable in the form of NCC Stock. A
Participant with an undistributed ESOP Sub-Account shall also be entitled to
share in any Dividend Replacement Allocations during such Valuation Period. The
required Matching Allocations and the Dividend Replacement Allocations shall be
funded by shares of NCC Stock released from the ESOP Suspense Account (as
provided in Subsection (1)) and as a result of the ESOP Contributions made by
the Employer and Supplemental ESOP Contributions described below:

      (a) ESOP Contributions. For each Valuation Period during which an ESOP
Loan is outstanding, the Employers may make ESOP Contributions to the Trustee in
such amount or under such a formula as the Company may determine, provided that
the aggregate ESOP Contributions made for a Plan Year are an amount sufficient
(after taking into account the use of certain amounts lent to the Trustee,
Allocated Dividends and Unallocated Dividends in accordance with


                                      136
<PAGE>
Section 16.13(1)) to enable the Trustee to repay the amounts of principal and
interest on any ESOP Loan which become due and payable. The share of each
Employer in the aggregate ESOP Contributions for each Plan Year shall be equal
to the total amount of ESOP Contributions attributable to the Participants who
are Employees of such Employer, as determined by the Company.

      (b) Supplemental ESOP Contributions. (i) With respect to each Valuation
Period, the Employers shall make Supplemental ESOP Contributions as of the
Valuation Date in such Valuation Period if:

      (A) the fair market value (as determined as of such Valuation Date) of
shares of NCC Stock released from the ESOP Suspense Account and allocated as of
the Valuation Date in such Valuation Period is less than

      (B) the sum (during such Valuation Period) of the Dividend Replacement
Allocations and required Matching Allocations for such Valuation Period reduced
by:

            (I) the amount of Excess ESOP Allocations from prior Valuation
      Periods in such Plan Year not previously applied to reduce required
      Matching Allocations and Dividend Replacement Allocations, and

            (II) amounts from prior Plan Years in excess of limits prescribed in
      Section 4.9 and Section 4.10 which have not been applied in prior
      Valuation Periods.

      If (B) exceeds (A), the Employers shall make, as soon as practicable after
      such Valuation Date, Supplemental ESOP


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      Contributions to the Trustee in the aggregate amount required to fund
      allocations of NCC Stock which are equal to the excess of (B) over (A)
      determined above as of such Valuation Date.

            (ii) The aggregate Supplemental ESOP Contributions, if any, for any
      Valuation Period shall be determined by the Company pursuant to the first
      sentence of this Subsection (b). The share of each Employer in the
      aggregate Supplemental ESOP Contributions (if any) for any such Period
      shall be equal to the total amount of Supplemental ESOP Contributions
      required to fund allocations to the ESOP Sub-Accounts of Participants who
      are Employees of such Employer, as determined by the Company. The
      Employers, as directed by the Company, may make all or a portion of the
      Supplemental ESOP Contributions by (A) contributing cash to the Trustee
      which the Trustee shall use to prepay part of the ESOP Loan(s) to release
      additional shares of NCC Stock as of the applicable Valuation Date, (B)
      contributing cash to the Trustee which the Trustee shall use to buy NCC
      Stock for allocation as of the applicable Valuation Date, (C) contributing
      NCC Stock for allocation as of the applicable Valuation Date, or (D) any
      combination of the foregoing.

      (3) Application and Allocation. Both Supplemental ESOP Contributions
(whether in cash or in the form of NCC Stock) that are not applied to an ESOP
Loan payment and shares of NCC Stock released from the ESOP Suspense Account by
reason of ESOP Loan


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payments and held in the ESOP Interim Account shall be allocated to
Participants' ESOP Sub-Accounts in accordance with the provisions of this
Section 16.5(3). For each Valuation Period the amounts of allocations shall be
determined in accordance with the following, and in the following order of
priority:

      (a) Dividend Replacement Allocation. To the extent that Allocated
Dividends are to be applied to repay an ESOP Loan as provided by Section
16.13(1), such dividends shall not be allocated to Participants' ESOP
Sub-Accounts, but Dividend Replacement Allocations of released shares of NCC
Stock (and, if applicable, shares of NCC Stock contributed as part of a
Supplemental ESOP Contribution or purchased by the Trustee with cash contributed
as part of a Supplemental ESOP Contribution) shall be made with respect thereto
in accordance with the following provisions:

            (i) The aggregate amount of the Allocated Dividends shall be
      calculated as of the relevant record date for dividends paid on shares of
      NCC Stock, based on the aggregate number of shares of NCC Stock allocated
      to ESOP Sub-Accounts as of such record date. Dividend Replacement
      Allocations with respect thereto shall be made as of each Valuation Date,
      as soon as practicable following a release of shares from the ESOP
      Suspense Account which results from an ESOP Loan amortization payment
      made, partially or wholly, with Allocated Dividends. The Dividend
      Replacement Allocations shall be made with released shares of NCC Stock
      (and, if applicable, any NCC


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      Stock contributed as part of a Supplemental ESOP Contribution or purchased
      by the Trustee with cash contributed as part of a Supplemental ESOP
      Contribution made to fund Dividend Replacement Allocations) having an
      aggregate fair market value (determined at the applicable Valuation Date)
      equal to the amount of Allocated Dividends, and shall be allocated to the
      ESOP Sub-Accounts of Participants to which shares were credited as of the
      relevant record date for such Allocated Dividends, such allocation to be
      made in proportion to the shares of NCC Stock so credited; provided,
      however, that the Dividend Replacement Allocation amounts for the
      Valuation Date which is the last day of the Plan Year shall first be
      satisfied with any unused amount of Excess ESOP Allocations held in the
      ESOP Interim Account from the preceding Valuation Date in such Plan Year
      (valued at fair market value as of such last day of the Plan Year).

      (b) Matching Allocations. After the completion of the Dividend Replacement
Allocations, the Matching Allocations required under Sections 3.6 and 3.8 for
each Participant shall be made as of the Valuation Date for such Valuation
Period. As soon as practicable following each such determination, released
shares of NCC Stock (and, if applicable, NCC Stock contributed as a Supplemental
ESOP Contribution or purchased by the Trustee with a cash Supplemental ESOP
Contribution) having an aggregate fair market value (as of the applicable
Valuation Date) equal to the


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Matching Allocations required under Sections 3.6 and 3.8 with respect to each
Participant shall be allocated as of such Valuation Date to such Participant's
ESOP Sub-Account. If after the allocation of shares released from the ESOP
Suspense Account the required Matching Allocations for such Valuation Date are
not met, the Committee shall apply any unused amount of Excess ESOP Allocations
from the prior Valuation Date, if any, in such Plan Year (valued at fair market
value as of the date of an allocation thereof) for purposes of meeting the
required Matching Allocations for such Valuation Date. For purposes of
determining the amount of shares of NCC Stock to be allocated as required
Matching Allocations, shares of NCC Stock released from the ESOP Suspense
Account shall be valued at their fair market value as of the applicable
Valuation Date on which they are to be allocated.

      (c) Excess Shares. Subject to Sections 4.9 and 4.10, if at the end of a
Plan Year after the completion of the foregoing allocations for the Plan Year
there are still Excess ESOP Allocation shares of NCC Stock held in the ESOP
Interim Account which have not been allocated, then such shares shall be
allocated to each Participant who would be eligible in accordance with the
provisions of Section 3.8 to share in a Matching Allocation made pursuant to
Section 3.8 for the Plan Year (whether or not a Matching Allocation is in fact
made pursuant to Section 3.8 for such Plan Year). The amount of such shares to
be allocated to each such Participant shall be the amount that bears the same
ratio to


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the total amount of Excess ESOP Allocation shares as the Credited Compensation
of such Participant for the Plan Year bears to the aggregate Credited
Compensation of all such Participants for such Plan Year. An allocation under
this Subsection shall be allocated to the Participants' ESOP Sub-Accounts as
part of the ESOP Feature.

      (4) Effective January 1, 2002, the provisions of this Section 16.5 shall
apply only when an ESOP Loan is outstanding.

      16.6 Investment of ESOP Feature. The Trust Fund assets held under the ESOP
Feature of the Plan (other than the ESOP Suspense Account) shall be invested in
the NCC Stock Fund. The proceeds of an ESOP Loan shall be invested in NCC Stock.
Such NCC Stock shall be subject to the provisions of Section 16.10.

      16.7 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 it fair 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). Prior to January 1,
2002, all sales of NCC Stock shall be charged pro rata to the ESOP Sub-Accounts
of the Participants. Effective January 1, 2002, all sales of NCC Stock shall be
charged pro rata to the ESOP Accounts of the


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Participants.

      (2) Transactions with Disqualified Persons. In the case of any transaction
involving NCC Stock between the Trust Fund and a Disqualified Person or any
transaction involving NCC Stock which is subject to ERISA Section 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).

      16.8 Employer Contributions to Retire Debt. Contributions made to the Plan
shall be designated by the Company so as to indicate which portion of the
contribution may be used to retire ESOP Loans. If the Loan may be accelerated at
the election of the borrower, the Company shall have sole discretion to direct
the Trustee to accelerate repayment of the ESOP Loan.

      16.9 Company Stock Rights and Restrictions.

      (1) Company Stock Acquired by Loan. Except as provided in Section 16.10,
no NCC Stock acquired with the proceeds of an ESOP Loan shall be subject to a
put, call, or other option, or buy-sell or similar arrangement while held by and
when distributed from the Plan.

      (2) Nonterminable Restrictions. The protections and rights of Subsection
(1) and Section 16.10 shall be non-terminable. If the ESOP Feature holds or has
distributed NCC Stock acquired with the


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<PAGE>
proceeds of an ESOP Loan, the foregoing protections and rights shall continue to
apply to such NCC Stock after the ESOP Loan is repaid and whether or not the
Plan's ESOP Feature continues.

      16.10 Put Option on Company Stock Acquired with a Loan.

      (1) When Put Required. Prior to January 1, 2002, if a Participant receives
a distribution of NCC Stock which was acquired with the proceeds of an ESOP
Loan, and either:

      (a) the NCC Stock is not publicly-traded stock, or

      (b) the NCC Stock is subject to a trading limitation under federal or
state securities law, or regulations thereunder, or an agreement which would
make the NCC Stock not as freely tradable as stock not subject to such
limitation, then the NCC Stock distributed to the Participant (or his
Beneficiary) must be subject to a put option as described in this Section.
Effective January 1, 2002, 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


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<PAGE>
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
circumstances may the put option bind the Plan. If it is known at the time an
ESOP Loan is made 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 pursuant to applicable
Treasury Regulations. 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.


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<PAGE>
      (6) Price. The exercise price for a put option shall be the value of the
NCC Stock (as determined pursuant to Treasury Regulation Section
54.4975-11(d)(5)) 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 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. Prior to January 1, 2002, 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 --

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


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      (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,

      (e) the term of payment does not extend beyond the greater of --

            (i) five years from the date the put option is exercised, or

            (ii) the earlier of --

                  (A) ten years from the date the put option is exercised, or

                  (B) the date the ESOP Loan used by the Plan to acquire NCC
            Stock subject to the put option has been entirely repaid, and

      (f) in all other respects the requirements of Treasury Regulations Section
54.4975-7(b)(12)(iv) are satisfied.

      Effective January 1, 2002, 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), or if the NCC Stock subject to the put option was acquired with the
proceeds of an ESOP Loan and --


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<PAGE>
      (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,

      (e) the term of payment does not extend beyond the greater of --

            (i) five years from the date the put option is exercised, or

            (ii) if the NCC Stock subject to the put option was acquired with
      the proceeds of an ESOP Loan, the earlier of --

                  (A) ten years from the date the put option is exercised, or

                  (B) the date the ESOP Loan used by the Plan to acquire NCC
            Stock subject to the put option has been entirely repaid, and

      (f) in all other respects the requirements of Treasury Regulations Section
54.4975-7(b)(12)(iv) and Code Section 409(h)(6) are satisfied.

      16.11 Diversification of Investment. Participants may diversify the
investment of amounts held in their ESOP Sub-Accounts (effective January 1, 2002
their ESOP Accounts) by transferring amounts held in their ESOP Sub-Accounts
(effective January 1, 2002,


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<PAGE>
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.

      16.12 Stock Disposition Ordering Rule. In any case where the Trustee is
required to distribute or dispose of NCC Stock, shares of NCC Stock acquired
with the proceeds of an ESOP Loan shall not be distributed or disposed of prior
to any other shares of NCC Stock held under the ESOP Feature.

      16.13 Miscellaneous ESOP Feature Provisions.

      Prior to January 1, 2002:

      (1) Application of Dividends. All cash dividends on NCC Stock allocated to
Participants' ESOP Sub-Accounts may, as determined by the Company, be used, in
whole or in part, consistent with Code Section 404(k) to make principal or
interest payments on an ESOP Loan, or may be retained in the Participant's ESOP
Sub-Accounts or paid out to the Participant. The Company may determine how such
dividends may be applied for any Valuation Period up to the time when such
dividends are finally allocated to the ESOP Sub-Accounts of Participants as of
the last day of such Valuation Period. Such dividends may not be used for
payment of an ESOP Loan unless the Dividend Replacement Allocations described in
Section 16.5(3)(a) are made. Except as otherwise directed by the Company, all
cash


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<PAGE>
dividends on unallocated shares of NCC Stock held in the ESOP Suspense and
Interim Accounts shall be used to repay an ESOP Loan related to such shares of
NCC Stock.

      Effective January 1, 2002: (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, (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 (B) paid to the Participant's ESOP
Account to be reinvested in the NCC Stock Fund or (iv) used to make payments on
an ESOP Loan. Such dividends shall be paid or used 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.


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      (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
Sub-Accounts (effective January 1, 2002, their 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 Sub-Accounts (effective
January 1, 2002, their ESOP Accounts) which is not readily tradeable 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).

      (3) Termination of ESOP Component. Upon a complete termination of the Plan
or of the ESOP Feature but only to the extent permitted by the Code and ERISA,
any unallocated NCC Stock shall be sold either to the Company (at a price no
less than fair market value) or on the open market. To the extent permitted by
the Code and ERISA, the proceeds of such sale shall be used to satisfy any
outstanding ESOP Loan and the balance of any funds remaining shall be allocated
as income to each Participant's ESOP Sub-Account based on the proportion that
the Participant's ESOP Sub-Account balance as of the immediately preceding
Valuation Date bears to the


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<PAGE>
aggregate ESOP Sub-Account balances of all Participants as of the immediately
preceding Valuation Date, provided, however, that former Participants, if any,
who transferred from this Plan to a Comparable Savings Plan during the thirty
(30) days immediately prior to such termination shall share in such allocation
on the basis of the balance(s) in their ESOP Sub-Account(s) immediately prior to
any such transfer(s).


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<PAGE>
                           ARTICLE XVII. - APPENDICES

      17.1 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.

      17.2 Appendix A -- National City Bank Deferred Profit Sharing Plan and
Trust -- Merger into this Plan and Trust. Attached hereto and made a part of the
Plan and Trust is Appendix A, relating to and providing for the merger of the
National City Bank Deferred Profit Sharing Plan and Trust, as amended, into this
Plan and Trust as of June 30, 1987 (or such later date as may be required by
applicable law).


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<PAGE>
      17.3 Appendix B -- BancOhio Corporation 1982 Qualified Employee Stock
Purchase Plan and Trust -- Merger into this Plan and Trust. Attached hereto and
made a part of the Plan and Trust is Appendix B, relating to and providing for
the merger of the BancOhio Corporation 1982 Qualified Employee Stock Purchase
Plan and Trust, as amended, into this Plan and Trust as of December 31, 1987 (or
such later date as may be required by applicable law).

      17.4 Appendix C -- First Kentucky National Corporation Thrift Plan --
Merger into this Plan and Trust. Attached hereto and made a part of the Plan and
Trust is Appendix C, relating to and providing for the merger of the First
Kentucky National Corporation Thrift Plan, as amended, into this Plan and Trust
as of January 1, 1989.

      17.5 Appendix D -- First Kentucky National Corporation Retirement Plan -
Merger into this Plan and Trust. Attached hereto and made a part of the Plan and
Trust is Appendix D, relating to and providing for the merger of the First
Kentucky National Corporation Retirement Plan, as amended, into this Plan and
Trust as of January 1, 1989.

      17.6 . Appendix E -- Farmers-Citizens Bank Amended and Restated
Profit-Sharing Retirement Plan -- Merger into this Plan and Trust. Attached
hereto and made a part of the Plan and Trust is Appendix E, relating to and
providing for the merger of the Farmers-Citizens Bank Amended and Restated
Profit-Sharing Retirement Plan, as amended, into this Plan and Trust as of
January 1, 1989.


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<PAGE>
      17.7 Appendix F - Adoption by NCC Services, Inc. Attached hereto and made
a part of the Plan and Trust is Appendix F relating to the adoption of the Plan
by NCC Services, Inc.

      17.8 Appendix G - Crestwood State Bank Savings Plan - Merger into this
Plan and Trust. Attached hereto and made a part of the Plan and Trust is
Appendix G, relating to and providing for the merger of the Crestwood State Bank
Savings Plan into this Plan and Trust as of January 1, 1990.

      17.9 Appendix H - Gem Savings Retirement Savings Plan - Merger into this
Plan and Trust. Attached hereto and made a part of this Plan and Trust is
Appendix H relating to and providing for the merger of the Gem Savings
Retirement Savings Plan into this Plan and Trust as of February 1, 1990.

      17.10 Appendix I -- Gem Savings Retirement Security Plan -- Merqer into
this Plan and Trust. Attached hereto and made a part of this Plan and Trust is
Appendix I relating to and providing for the merger of the Gem Savings
Retirement Security Plan into this Plan and Trust as of February 1, 1990.

      17.11 Appendix J -- Buckeye Financial Corporation Employee Stock Ownership
Plan -- Merger into this Plan and Trust. Attached hereto and made a part of this
Plan and Trust is Appendix J relating to and providing for the merger of the
Buckeye Financial Corporation Employee Stock Ownership Plan into this Plan and
Trust as of January 24, 1991.

      17.12 Appendix K - Buckeye Financial Corporation Section 401(k)


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<PAGE>
Plan -- Merger into this Plan and Trust. Attached hereto and made a part of this
Plan and Trust is Appendix K relating to and providing for the merger of the
Buckeye Financial Corporation Section 401(k) Plan into this Plan and Trust as of
March 1, 1991.

      17.13 Appendix L -- Ohio Citizens Bank Profit-Sharing Retirement Plan and
Declaration of Trust -- Merqer into this Plan and Trust. Attached hereto and
made a part of this Plan and Trust is Appendix L relating to and providing for
the merger of the Ohio Citizens Bank Profit-Sharing Retirement Plan and
Declaration of Trust into this Plan and Trust as of April 30, 1992 immediately
after the spin off and transfer of certain assets of the Ohio Citizens Bank
Profit-Sharing Retirement Plan and Declaration of Trust to The National City
Savings and Investment Plan No. 2 and Trust.

      17.14 Appendix M -- Merchants National Corporation Thrift Plan -- Merger
into this Plan. Attached hereto and made a part of this Plan is Appendix M
relating to and providing for the merger of the Merchants National Corporation
Thrift Plan into this Plan as of July 1, 1992.

      17.15 Appendix N -- Conversion to Daily Access System. Attached hereto and
made a part of this Plan is Appendix N relating to and providing for the
conversion of the Plan and Trust to a daily access system (originally identified
as "Appendix M" and added by "Amendment No. 16 to the National City Savings and
Investment Plan and Trust," executed October 12, 1993).


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<PAGE>
      17.16 Appendix O - Ohio Bancorp Profit Sharing and 401(k) Savings Plan -
Merger into this Plan and Trust. Attached hereto and made a part of this Plan
and Trust is Appendix O relating to and providing for the merger of the Ohio
Bancorp Profit Sharing and 401(k) Savings Plan into this Plan and Trust as of
the Consolidation Date defined therein.

      17.17 Appendix P - Military Banking Division Savings and Investment Plan -
Merger into this Plan and Trust. Attached hereto and made a part of this Plan
and Trust is Appendix P relating to and providing for the merger of the Military
Banking Division Savings and Investment Plan and Trust into this Plan and Trust
as of January 1, 1995 (or such later date as may be required by applicable law).

      17.18 Appendix Q - Integra Financial Corporation Profit Sharing Plan -
Merger into this Plan. Attached hereto and made a part of this Plan is Appendix
Q relating to and providing for the merger of the Integra Financial Corporation
Profit Sharing Plan into this Plan as of October 31, 1996 (or such later date as
may be required by applicable law).

      17.19 Appendix R - Lincoln Savings Bank 401(k) Profit Sharing Plan - -
Merger into this Plan. Attached hereto and made a part of this Plan is Appendix
R relating to and providing for the merger of the Lincoln Savings Bank 401(k)
Profit Sharing Plan into this Plan as of October 31, 1996 (or such later date as
may be required by applicable law).


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<PAGE>
      17.20 Appendix S - Equimark Employee Retirement Savings and Investment
Plan - Merger into this Plan. Attached hereto and made a part of this Plan is
Appendix S relating to and providing for the merger of the Equimark Employee
Retirement Savings and Investment Plan into this Plan as of October 31, 1996 (or
such later date as may be required by applicable law).

      17.21 Appendix T - Relating to the Acquisition of First Data Corporation
by National Processing Company, Inc. Attached hereto and made a part of this
Plan is Appendix T 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).

      17.21 Appendix U -- Relating to the Acquisition of certain assets of Bank
United, a federal savings bank, by National City Mortgage Co. Attached hereto
and made a part of this Plan is Appendix U which relates to the acquisition of
certain assets of Bank United, a federal savings bank, by National City Mortgage
Co. and is effective as of March 1, 1997 (or such later date as may be required
by applicable law).

      17.22 Appendix V -- 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 V 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).


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<PAGE>
      17.23 Appendix W -- 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 W 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).

      17.24 Appendix X -- 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 X 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).

      17.25 Appendix Y -- JBS Associates, Inc. Savings and Profit Sharing Plan
-- Merger into this Plan. Attached hereto and made a part of this Plan is
Appendix Y 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).

      17.26 Appendix Z -- Relating to the Acquisition of FA Holdings, Inc.
Attached hereto and made a part of this Plan is Appendix Z 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).


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      17.27 Appendix AA -- Relating to the Acquisition of American Mortgage
Source, Inc. Attached hereto and made a part of this Plan is Appendix AA which
relates to the acquisition of American Mortgage Source, Inc. by National City
Corporation and is effective as of April 1, 1998 (or such later date as may be
required by applicable law).

      17.28 Appendix AB -- Relating to the Acquisition of certain assets of
Eastern Mortgage Services, Inc. and First National Mortgage Corporation.
Attached hereto and made a part of this Plan is Appendix AB which relates to the
acquisition of certain assets of Eastern Mortgage Services, Inc. and First
National Mortgage Corporation by National City Mortgage Co. and is effective as
of March 16, 1998 (or such later date as may be required by applicable law).

      17.29 Appendix AC -- Relating to the Acquisition of Sterling Ltd. Inc,.
Attached hereto and made a part of this Plan is Appendix AC which relates to the
acquisition of Sterling Ltd. Inc. by National City Corporation and is effective
as of April 16, 1998 (or such later date as may be required by applicable law).

      17.30 Appendix AD -- Relating to the Acquisition of JBH Travel Audit Inc.
Attached hereto and made a part of this Plan is Appendix AD 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).


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      17.31 Appendix AE - Fort Wayne National Corporation Savings and Profit
Sharing Plan and Trust - Merger into this Plan Attached hereto and made a part
of this Plan is Appendix AE which relates to the acquisition Fort Wayne National
Corporation by National City Corporation and the merger of the Fort Wayne
National Corporation Savings and Profit Sharing Plan into this plan and is
effective as of January 1, 1999 (or such later date as may be required by
applicable law).

      17.32 Appendix AF - First of America Bank Corporation Reserve Plus
Retirement Savings Plan - Merger into this Plan Attached hereto and made a part
of this Plan is Appendix AF which relates to the acquisition First of America
Bank Corporation by National City Corporation and the merger of the First of
America Bank Corporation Reserve Plus Retirement Savings Plan into this plan and
is effective as of January 1, 1999 (or such later date as may be required by
applicable law).

      17.33 Appendix AG -- Relating to the Acquisition of certain assets of
AccuBanc Mortgage Corporation. Attached hereto and made a part of this Plan is
Appendix AG which relates to the acquisition of certain assets of AccuBanc
Mortgage Corporation by National City Mortgage Corporation and is effective as
of December 1, 1999 (or such later date as may be required by applicable law).

      17.34 Appendix AH -- Relating to the Acquisition of First Franklin
Financial Companies, Inc. Attached hereto and made a part of this Plan is
Appendix AH which relates to the acquisition of


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First Franklin Financial Companies, Inc. by National City Corporation and is
effective as of January 1, 2000 (or such later date as may be required by
applicable law).

      17.35 Appendix AI - Muirfield Mortgage 401(k) Savings Plan -- Merger into
this Plan. Attached hereto and made a part of this Plan is Appendix AI relating
to and providing for the merger of the Muirfield Mortgage 401(k) Savings Plan
into this Plan as of September 1, 2000 (or such later date as may be required by
applicable law).

      17.36 Appendix AJ - First Franklin Financial Corporation 401(k) Plan --
Merger into this Plan. Attached hereto and made a part of this Plan is Appendix
AI relating to and providing for the merger of the First Franklin Financial
Corporation 401(k) Plan into this Plan as of December 4, 2000 (or such later
date as may be required by applicable law).

      17.37 Appendix AK - Financial Alliance 401(k) Retirement Savings Plan -
Merger into this Plan. Attached hereto and made a part of this Plan is Appendix
AK 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).


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This amendment and restatement of the National City Savings Investment Plan is
hereby executed at Cleveland, Ohio, this _____ day of February, 2002 but
effective as otherwise herein set forth.


NATIONAL CITY BANK, TRUSTEE                         NATIONAL CITY CORPORATION


By _________________________                        By _________________________
   Title:                                              Title:



And ________________________                        And ________________________
    Title:                                              Title


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                                    EXHIBIT A


                             Participating Employers
                              as of January 1, 2001


National City Bank
National City Bank of Indiana
National City Bank of Kentucky
National City Bank of Michigan/Illinois
National City Bank of Pennsylvania
National City Bank of Southern Indiana
National City Mortgage Company
National City Investment Management Company
NatCity Investments, Inc.
American Mortgage Source, Inc.
First Franklin Financial Corporation
National City Trust Company
National Processing Company, Inc.
Madison Bank and Trust Company


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