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                              CREDIT AGREEMENT


     This Credit Agreement, dated as of the Effective Date set forth below 
(the "Agreement"), is by and between National City Bancshares, Inc., an 
Indiana corporation, (the "Borrower"), and NBD BANK, a Michigan banking 
corporation (the "Bank").  

RECITALS:

(A)  The Bank and the Borrower wish to provide for a revolving credit in a 
principal amount not to exceed $10,000,000, as provided herein.

AGREEMENT:

     THEREFORE, in consideration of the Recitals and the mutual promises 
contained in this Agreement, the parties agree as follows:

                                          
                              ARTICLE I -- DEFINITIONS

     "Alternate Base Rate" means, for any day, a rate of interest per annum 
equal to the higher of either (a) the Prime Rate for such day or (b) the 
Federal Funds Effective Rate for such day plus 1/2% per annum.

     "Authorized Officer" means any of the Chairman, President, Executive Vice  
President or Secretary-Treasurer, acting singly.

     "Business Day" means (i) with respect to any borrowing, payment or rate 
selection of Eurodollar Rate Loans, a day other than Saturday or Sunday on 
which banks are open for business in Detroit and New York and on which 
dealings in United States dollars are carried on in the London interbank 
market, and (ii) for all other purposes, a day other than Saturday or Sunday 
on which banks are open for business in Detroit.

     "Capitalized Lease Obligations" of a Person means the amount of the 
obligations of such Person under Capitalized Leases which would be shown as a 
liability on a balance sheet of such Person prepared in accordance with GAAP.

     "Commitments" means the obligation of the Bank to make Loans not 
exceeding $10,000,000, as such amount may be modified or reduced from time to 
time pursuant to the terms hereof.

     "Consolidated Interest Expense" means, for any period, the interest 
expense of the Borrower and its Subsidiaries calculated on a consolidated 
basis for such period.


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     "Consolidated Net Income" means, for any period, the consolidated net 
income or loss of the Borrower and its Subsidiaries for such period, 
determined in accordance with GAAP.

     "Consolidated Net Worth" means, at any date, the consolidated net worth 
of the Borrower and its Subsidiaries at such date, determined in accordance 
with GAAP.

     "Consolidated Return on Average Assets" of the Borrower means the ratio 
of Consolidated Net Income to Consolidated Average Assets, expressed as a 
percentage.

     "Consolidated Tangible Net Worth" means, at any date, Consolidated Net 
Worth after subtracting therefrom the aggregate amount of all intangible 
assets of the Borrower and its Subsidiaries, including, without limitation, 
goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, 
service marks, brand names and operating rights, all determined in accordance 
with GAAP.

     "Contingent Obligation" of a Person means any agreement, undertaking or 
arrangement by which such Person assumes, guarantees, endorses, contingently 
agrees to purchase or provide funds for the payment of, or otherwise becomes 
or is contingently liable upon, the obligation or liability of any other 
Person, or agrees to maintain the net worth or working capital or other 
financial condition of any other Person, or otherwise assures any creditor of 
such other Person against loss, including, without limitation, any comfort 
letter, operating agreement or take-or-pay contract.

     "Consolidated Average Assets" means, for any period, the consolidated 
average assets for such period, determined in accordance with GAAP.

     "Credit Facility" means the Revolving Credit.
     
     "Current Assets" shall mean current assets as determined in accordance 
with GAAP.

     "Current Liabilities" shall mean current liabilities as determined in 
accordance with GAAP.

     "Default" means an event described in Section 7.

     "EBIT" means, with respect to the Borrower and its Subsidiaries and for 
any period of its determination, the Consolidated Net Income of the Borrower 
and its Subsidiaries for such period, plus the consolidated interest expense 
and taxes, all determined in accordance with GAAP consistently applied.

     "EBITDA" means, with respect to the Borrower and its Subsidiaries for 
any period of determination, EBIT of the Borrower and its Subsidiaries for 
such period, plus depreciation and amortization of the Borrower and its 
Subsidiaries for such period, all determined in accordance with GAAP.


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     "Effective Date" shall mean the date set forth in the last paragraph of 
this Agreement described as the effective date of this Agreement.

     "Eurodollar Base Rate" means the rate determined by the Bank to be the 
rate at which deposits in U.S. dollars are offered to the Bank by first-class 
banks in the London interbank market at approximately 11 a.m. (London time) 
two Business Days prior to the first day of that Eurodollar Interest Period, 
in the approximate amount of the relevant Eurodollar Rate Loan and having a 
maturity approximately equal to that Eurodollar Interest Period.

     "Eurodollar Interest Period" means a period of one, two, three or six 
months commencing on a Business Day selected by the Borrower pursuant to this 
Agreement.  The Eurodollar Interest Period ends on the day which corresponds 
numerically to that date one, two, three or six months thereafter.  If there 
is no numerically corresponding day in the next, second, third or sixth 
succeeding month, that Eurodollar Interest Period ends on the last Business 
Day of the relevant month.  If a Eurodollar Interest Period would otherwise 
end on a day which is not a Business Day, that Eurodollar Interest Period 
ends on the next succeeding Business Day, unless that Business Day falls in a 
new month in which case that Eurodollar Interest Period ends on the 
immediately preceding Business Day.

     "Eurodollar Rate" means the sum of (i) the quotient of (a) the 
Eurodollar Base Rate applicable to that Eurodollar Interest Period divided by 
(b) one minus the Reserve Requirement (expressed as a decimal) applicable to 
that Eurodollar Interest Period plus (ii) 3/4%.  The Eurodollar Rate will be 
rounded, if necessary, to the next higher 1/16 of 1%.

     "Federal Funds Effective Rate" means, for any day, an interest rate per 
annum equal to the weighted average of the rates on overnight Federal funds 
transactions with members of the Federal Reserve System arranged by Federal 
funds brokers on such day, as published for such day (or, if such day is not 
a Business Day, for the immediately preceding Business Day) by the Federal 
Reserve Bank of New York, or, if such rate is not so published for any day 
which is a Business Day, the average of the quotations at approximately 10 
a.m. (Detroit time) on such day on such transactions received by the Bank 
from three Federal funds brokers of recognized standing selected by the Bank 
in its sole discretion.

     "Fixed Rate" means the Eurodollar Rate and the Negotiated Rate.

     "Fixed Rate Loan" means a Loan which bears interest at the Fixed Rate.

     "Floating Rate" means a rate per annum equal to the Alternate Base Rate, 
changing when and as the Alternate Base Rate changes.

     "GAAP" means, as of the date of determination, generally accepted 
accounting principles, consistently applied.


                                        3

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     "Indebtedness" of a Person means such Person's (i) obligations for 
borrowed money, (ii) obligations representing the deferred purchase price of 
property or services (other than accounts payable arising in the ordinary 
course of such Person's business payable on terms customary in the trade), 
(iii) obligations, whether or not assumed, secured by Liens or payable out of 
the proceeds or production from property now or hereafter owned or acquired 
by such Person, (iv) obligations which are evidenced by notes, acceptances, 
or other instruments, (v) Capitalized Lease Obligations, (vi) net liabilities 
under interest rate swap, exchange or cap agreements, and (vii) Contingent 
Obligations.

     "Intangible Assets" means goodwill, licenses, patents, copyrights, 
franchises, mailing lists, catalogs, trademarks, bond discount, underwriting 
expense, organizational expense and other similar intangible assets.

     "Interest Period" means a Eurodollar Interest Period and a Negotiated 
Rate Interest Period.

     "Investments" in any Person shall mean:  (a) the acquisition of capital 
stock, bonds, notes, debentures, partnership or other ownership interests, 
other securities or Indebtedness of such Person; (b) any deposit with, or 
loan or other extension of credit to, such Person; (c) any guarantee of 
Indebtedness or other liabilities of such Person; and (d) any amount 
committed to be lent to such Person.

     "Lending Installation" means any office, branch, subsidiary or affiliate 
of the Bank.

     "Lien" means any security interest, mortgage, pledge, lien, claim, 
charge, encumbrance, title retention agreement, lessor's interest under a 
capitalized lease or analogous instrument, in, of or on any Person's assets 
or properties in favor of any other Person.

     "Loan" means a loan under the Credit Facility.

     "Loan Documents" shall mean this Agreement, the Note, and any other 
documents executed in connection with the Credit Facility.

     "Material Adverse Effect" means an event or action that (i) could 
reasonably be expected to materially and adversely affect the business, 
properties, prospects, condition (financial or otherwise), or results of 
operations of the Borrower and its Subsidiaries taken as a whole, or (ii) has 
been brought by or before any court or arbitrator or any governmental body, 
agency or official, and draws into question the validity or enforceability of 
any material provision of this Agreement.

     "Negotiated Rate" means with respect to a Negotiated Rate Loan for the 
relevant Negotiated Rate Interest Period, a rate of interest established by 
the Bank in its sole and absolute discretion.


                                        4

<PAGE>

     "Negotiated Rate Interest Period" means with respect to a Negotiated 
Rate Loan, a period of not less than one day and not more than 180 days, 
commencing on a Business Day selected by the Borrower pursuant to this 
agreement.  If such Negotiated Rate Interest Period would end on a day which 
is not a Business Day, such Negotiated Rate Interest Period shall end on the 
next succeeding Business Day, unless such next succeeding Business Day is 
after the Revolving Credit Termination Date, in which case such Negotiated 
Rate Interest Period shall end on the next preceding Business Day.  No 
Negotiated Rate Interest Period may end after the Revolving Credit 
Termination Date.

     "Negotiated Rate Loan" means a Loan which bears interest at the 
Negotiated Rate.

     "Nonperforming Loans" shall have the meaning attributed thereto in 
Section 6.18.

     "Note" means the Revolving Credit Note.

     "Obligations" means all unpaid principal of and accrued and unpaid 
interest on the Note, all accrued and unpaid facility fees, and all other 
obligations of the Borrower to the Bank arising under this Agreement, and the 
Note.

     "Person" means any corporation, natural person, firm, limited liability 
company, joint venture, partnership, trust, unincorporated organization, 
enterprise, government or any department or agency of any government.

     "Prime Rate" means a rate per annum equal to the "prime rate" of 
interest announced by the Bank from time to time, changing when and as the 
prime rate changes, which shall not necessarily be the lowest rate charged by 
the Bank to any of its customers.

     "Rate Option" means the Eurodollar Rate, the Floating Rate or the 
Negotiated Rate.

     "Regulation D" means Regulation D of the Board of Governors of the 
Federal Reserve System from time to time in effect and includes any successor 
or other regulation or official interpretation of the Board of Governors 
relating to reserve requirements applicable to member banks of the Federal 
Reserve System.

     "Regulation Y" means Regulation Y of the Board of Governors of the 
Federal Reserve System as from time to time in effect and any successor or 
other regulation or official interpretation of said Board of Governors 
relating thereto.

     "Reserve Requirement" means with respect to a Eurodollar Interest 
Period, the maximum aggregate reserve requirement (including all basic, 
supplemental, marginal and other reserves) which is imposed under Regulation 
D on Eurocurrency liabilities (in the case of Eurodollar Rate Loans).

     "Revolving Credit" means the revolving credit facility established by 
Section 2.1. 
     

                                        5

<PAGE>

     "Revolving Credit Commitment" means the obligation of the Bank to make 
Loans under the Revolving Credit not exceeding $10,000,000, as such amount 
may be modified or reduced from time to time pursuant to the terms hereof.
     
      "Revolving Credit Note" means the Revolving Credit Note of the Borrower 
in the form of Exhibit A evidencing Loans under the Revolving Credit.
     
     "Revolving Credit Termination Date" means October 31, 1998.
     
     "Section" means a numbered section of this Agreement, unless another 
document is specifically referenced.

     "Subordinated Debt" means all debt, obligations and liabilities of the 
Borrower to any Person other than the Bank which has been subordinated to the 
Obligations pursuant to a subordination agreement satisfactory in form and 
content to the Bank.

     "Subsidiary" means any corporation more than 50% of the outstanding 
voting securities of which are at the time owned or controlled, directly or 
indirectly, by the Borrower or by one or more Subsidiaries or by the Borrower 
and one or more Subsidiaries, or any similar business organization which is 
so owned or controlled, or any Subsidiary Bank.

     "Subsidiary Bank" shall mean any person which is an "insured depository 
institution" within the meaning of 12 U.S.C. Section 1831(c), as amended, and 
which is "controlled" by the Borrower within the meaning of 12 U.S.C. Section 
1841(a), as amended.

     "Tier 1 Capital" shall mean the Tier 1 capital of the Borrower and its 
Subsidiaries, determined in accordance with Appendix A to Regulation Y.

     "Total Capital" means, for any period, the consolidated total capital of 
the Borrower and its Subsidiaries for such period determined in accordance 
with GAAP.

     "UCC" shall mean the Uniform Commercial Code as adopted in the State of 
Michigan and amended from time to time.

     "Unmatured Default" means an event which but for the lapse of time or 
the giving of notice, or both, would constitute a Default.

     The foregoing definitions are applicable to both the singular and plural 
forms of the defined terms.  Any accounting terms used but not otherwise 
defined have the meanings given them under GAAP.
                                          
                                          
                                        6

<PAGE>

                                          
                              ARTICLE II  -- THE LOANS

     2.1. COMMITMENT.  From and including the Effective Date of this 
Agreement and prior to the Revolving Credit Termination Date, the Bank 
agrees, on the terms of this Agreement to make Loans to the Borrower for the 
Borrower's account from time to time in amounts not exceeding, in the 
aggregate at any one time outstanding, the Revolving Credit Commitment. Loans 
under the Revolving Credit shall be evidenced by, and accrue interest and be 
payable as provided in, the Revolving Credit Note.  Subject to the terms of 
this Agreement, the Borrower may borrow, repay and reborrow at any time prior 
to the Revolving Credit Termination Date.  The Commitment to lend hereunder 
shall expire on the Revolving Credit Termination Date.  

     2.2. CLOSING FEE AND REDUCTION OF REVOLVING CREDIT COMMITMENT.  The 
Borrower agrees to pay to the Bank a closing fee equal to $2,500 concurrently 
with the execution of this Agreement.  The Borrower acknowledges that that 
fee has been earned by the Bank and that it is nonrefundable upon payment. 
The Borrower may permanently reduce the Revolving Credit Commitment in whole, 
or in part in integral multiples of $100,000, upon at least ten Business 
Days' written notice to the Bank, which must specify the amount of the any 
reduction, but the amount of the Revolving Credit Commitment may not be 
reduced below the outstanding principal amount of the Loans.  

     2.3. THE LOANS. The Loans may be Floating Rate Loans, Eurodollar Rate 
Loans, Negotiated Rate Loans or a combination of them, selected by the 
Borrower in accordance with Section 2.4. The Loans made under the Credit 
Facility must be repaid in full on the Revolving Credit Termination Date.  
The Bank may book the Loans at any Lending Installation.  The Borrower may 
from time to time pay outstanding Floating Rate Loans in whole, or in part in 
integral multiples of $50,000, to the Bank without penalty or premium.  A 
Fixed Rate Loan may not be paid prior to the last day of the applicable 
Interest Period.  

     2.4. METHOD OF SELECTING RATE OPTIONS AND INTEREST PERIODS.  The 
Borrower may select the Rate Option and Interest Period applicable to each 
Loan from time to time.  The Borrower must give the Bank an irrevocable 
borrowing notice not later than 10:00 a.m. Detroit time at least one (1) 
Business Date before the borrowing date of each Floating Rate Loan or 
Negotiated Rate Loan, and three (3) Business Days before the borrowing date 
for each Eurodollar Rate Loan, specifying:

          (i)  the borrowing date of that Loan, which must be a Business Day,

          (ii) the aggregate amount of that Loan,

          (iii)     the Rate Option selected for that Loan, and

          (iv) in the case of each Fixed Rate Loan, the Interest Period
applicable to it.

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Each Fixed Rate Loan will bear interest on the outstanding principal amount 
for each day during the Interest Period applicable to it from and including 
the first day of that Interest Period to (but not including) the last day of 
that Interest Period at the interest rate determined as applicable to that 
Fixed Rate Loan.  If at the end of an Interest Period for an outstanding 
Fixed Rate Loan, the Borrower has failed to select a new Rate Option or to 
pay that Loan, then that Loan will be converted to a Floating Rate Loan on 
and after the last day of the Interest Period until paid or until the 
effective date of a new Rate Option with respect to it is selected by the 
Borrower.  An outstanding Floating Rate Loan may be converted to a Fixed Rate 
Loan at any time subject to the notice provisions applicable to the type of 
Loan selected.  The Borrower may not select a Fixed Rate for a Loan if there 
exists a Default or Unmatured Default.  The Borrower may not select an 
Interest Period for the Loans under the Revolving Credit which would end 
after the Revolving Credit Termination Date.  Each Fixed Rate Loan must be in 
the minimum amount of $500,000 (and in multiples of $50,000 if in excess of 
the minimum).  Each Floating Rate Loan must be in a minimum amount of $50,000.

     2.5. RATES APPLICABLE AFTER DEFAULT.  If any Loan is not paid at 
maturity, whether by acceleration or otherwise, (i) each Fixed Rate Loan will 
bear interest for the remainder of the applicable Interest Period at the rate 
otherwise applicable to that Interest Period plus 3% per annum, and (ii) each 
Floating Rate Loan will bear interest at a rate per annum equal to the 
Floating Rate otherwise applicable to the Floating Rate Loan plus 3% per 
annum.  During the continuance of any other Default, the Bank may, at its 
option, by notice to the Borrower, declare that (y) each Fixed Rate Loan will 
bear interest for the remainder of the applicable Interest Period at the rate 
otherwise applicable to that Interest Period plus 3% per annum, and (z) each 
Floating Rate Loan will bear interest at a rate per annum equal to the 
Floating Rate otherwise applicable to the Floating Rate Loan plus 3% per 
annum. 

     2.6. METHOD OF PAYMENT.  All payments of principal, interest, and fees 
must be made in immediately available funds to the Bank at the Bank's address 
specified pursuant to Section 10.5, or at any other Lending Installation of 
the Bank specified in writing by the Bank to the Borrower, by noon (local 
time) on the date when due.  The Bank is authorized to charge the account of 
the Borrower maintained with it for each payment of principal, interest and 
fees as it becomes due.

     2.7. NO SETOFF OR DEDUCTION.  All payments of principal and interest 
shall be made by the Borrower without setoff or counterclaim, and free and 
clear of, and without deduction or withholding for, or on account of, any 
present or future taxes, levies, imposts, duties, fees, assessments, or other 
charges of whatever nature, imposed by any governmental authority, or by any 
department, agency or other political subdivision or taxing authority unless 
any such deduction is required by law.  If any such deduction is made, as 
required by such law, the Borrower shall make additional payments sufficient 
to assure that the Bank receives all amounts contemplated by this Agreement.

     2.8. THE NOTES; TELEPHONIC NOTICES.  The Bank is authorized to record on 
its books the date, amount, Rate Option and Interest Period of each Loan, and 
the date and amount of each principal  payment made under the Notes.  These 
records govern absent manifest error, provided 


                                        8

<PAGE>


that neither the failure to record nor any error in that record affects the 
Borrower's obligations under the Notes.  The Borrower authorizes the Bank to 
extend Loans and effect Rate Option selections based on telephonic notices 
made by any person or persons the Bank in good faith believes to be acting on 
behalf of the Borrower.  The Borrower agrees to deliver promptly to the Bank 
a written confirmation, if that confirmation is requested by the Bank, of 
each telephonic notice, signed by an authorized officer of the Borrower.  If 
the written confirmation differs in any material respect from the action 
taken by the Bank, the records of the Bank govern, absent manifest error.

     2.9. INTEREST PAYMENT DATES; INTEREST BASIS.  Interest accrued on the 
Loans is payable (i) for Floating Rate Loans, on the last day of each 
quarter, (ii) for Fixed Rate Loans, on the last day of its applicable 
Interest Period and (iii) for all Loans, on any date on which the Loan is 
paid or prepaid, whether due to acceleration or otherwise.  Interest accrued 
on each Fixed Rate Loan having an Interest Period longer than three months is 
also payable on the last day of each three-month interval during that 
Interest Period.  Interest and commitment fees are calculated for actual days 
elapsed on the basis of a 360-day year.  Interest is payable for the day a 
Loan is made but not for the day of any payment on the amount paid if payment 
is received prior to noon (local time) at the place of payment.  If any 
payment of principal of or interest on a Loan becomes due on a day which is 
not a Business Day, that payment must be made on the next succeeding Business 
Day and, in the case of a principal payment, that extension of time is 
included in computing interest.

                       ARTICLE III -- CHANGE IN CIRCUMSTANCES

     3.1. YIELD PROTECTION.  If any law or any governmental or 
quasi-governmental rule, regulation, policy, guideline or directive (whether 
or not having the force of law), or any interpretation of them, or compliance 
by the Bank with them,

          (i)  subjects the Bank or any applicable Lending Installation to 
any tax, duty, charge or withholding on or from payments due from the 
Borrower (excluding taxation of the overall net income of the Bank or 
applicable Lending Installation), or changes the basis of taxation of 
payments to the Bank in respect of its Loans or other amounts due to it under 
this Agreement, or 

          (ii)  imposes or increases or deems applicable any reserve, 
assessment, insurance charge, special deposit or similar requirement against 
assets of, deposits with or for the account of, or credit extended by, the 
Bank or any applicable Lending Installation (other than reserves and 
assessments taken into account in determining the interest rate applicable to 
Fixed Rate Loans), or

          (iii)  imposes any other condition the result of which is to 
increase the cost to the Bank or any applicable Lending Installation of 
making, funding or maintaining loans or reduces any amount receivable by the 
Bank or any applicable Lending Installation in connection with loans, or 
requires the Bank or any applicable Lending Installation to make any payment 


                                        9

<PAGE>



calculated by reference to the amount of loans held or interest received by 
it, by an amount deemed material by the Bank, or

          (iv)  affects the amount of capital required or expected to be 
maintained by the Bank or any Lending Installation or any corporation 
controlling the Bank, and the Bank determines the amount of capital required 
is increased by or based on the existence of this Agreement or its obligation 
to make Loans under this Agreement or of commitments of this type, then, 
within 15 days of the Bank's demand, the Borrower must pay the Bank that 
portion of the increased expense incurred (including, in the case of Section 
3.1(iv), any reduction in the rate of return on capital to an amount below 
that which it could have achieved but for the law, rule, regulation, policy, 
guideline or directive, and after taking into account the Bank's policies as 
to capital adequacy) or reduction in amounts received which the Bank 
determines is attributable to making, funding and maintaining its Loans and 
its commitments hereunder.

     3.2. AVAILABILITY OF RATE OPTIONS.  If the Bank determines that 
maintenance of its Fixed Rate Loans at a suitable Lending Installation would 
violate any applicable law, rule, regulation or directive, whether or not 
having the force of law, or if the Bank determines that (i) deposits of a 
type and maturity appropriate to match fund Fixed Rate Loans are not 
available to it, or (ii) a Rate Option does not accurately reflect the cost 
of making or maintaining a Loan at that Rate Option, then the Bank may 
suspend the availability of the affected Rate Option and require any Fixed 
Rate Loans outstanding under an affected Rate Option to be repaid or 
converted to an unaffected Rate Option.

     3.3. FUNDING INDEMNIFICATION.  If any payment of a Fixed Rate Loan 
occurs on a date which is not the last day of the applicable Interest Period, 
whether because of acceleration, prepayment or otherwise, or a Fixed Rate 
Loan is not made on the date specified by the Borrower for any reason other 
than default by the Bank, the Borrower indemnifies the Bank for any loss or 
cost incurred by it resulting from these facts, including without limitation 
any loss or cost in liquidating or employing deposits acquired to fund or 
maintain the Fixed Rate Loan.

     3.4. BANK STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably 
possible, the Bank will designate an alternate Lending Installation with 
respect to Fixed Rate Loans to reduce any liability of the Borrower to the 
Bank under Section 3.1 or to avoid the unavailability of a Rate Option under 
Section 3.2, so long as that designation is not disadvantageous to the Bank.  
The Bank will deliver a written statement as to the amount due, if any, under 
Section 3.1 or 3.3.  That written statement will set forth in reasonable 
detail the calculations upon which the Bank determined the amount, and is 
final, conclusive and binding on the Borrower in the absence of manifest 
error.  Determination of amounts payable under those Sections in connection 
with a Fixed Rate Loan will be calculated as though the Bank funded its Fixed 
Rate Loan through the purchase of a deposit of the type and maturity 
corresponding to the deposit used as a reference in determining the Fixed 
Rate applicable to that Loan, whether in fact that is the case or not.  
Unless otherwise provided in this Agreement, the amount specified in the 
written statement is payable on demand after receipt by the Borrower of the 
written statement.  The obligations of the 


                                        10

<PAGE>

Borrower under Sections 3.1 and 3.3 survive payment of the Obligations and 
termination of this Agreement.
                                          
                         ARTICLE IV -- CONDITIONS PRECEDENT

     4.1. CONDITIONS PRECEDENT TO INITIAL EXTENSION OF CREDIT.  The Bank 
shall not be obligated to make the initial extension of credit under this 
Agreement, unless prior to or simultaneously with the extension of credit, 
the Bank shall have first received the following documents in form and 
substance satisfactory to it and its counsel:

          (A)  This Agreement, duly executed by the Borrower;

          (B)  The Note applicable to the initial extension of credit, duly 
executed by the Borrower;

          (C)  Copies of such organizational documents of the Borrower as the 
Bank shall reasonably request, including Articles of Incorporation, Bylaws, a 
Certificate of Good Standing and documents evidencing necessary corporate 
action with respect to this Agreement, the Loan Documents, and the 
transactions contemplated by them.

          (D)  A written opinion of the Borrower's counsel, addressed to the 
Bank in substantially the form of Exhibit "B" hereto.

     4.2. CONDITIONS PRECEDENT TO EACH EXTENSION OF CREDIT.  The Bank shall 
not be obligated to make any extension of credit under this Agreement unless:

          (A)  The representations and warranties contained in Article V 
shall be true on the date of the extension of credit with the same effect as 
if made on and as of that date, and shall be deemed to be restated on and as 
of that date.

          (B)  No Default shall have occurred and be continuing or will exist 
upon the extension of the credit.

                              ARTICLE  V -- WARRANTIES

     The Borrower warrants to the Bank that:

     5.1. CORPORATE EXISTENCE AND STANDING.  Each of the Borrower and the 
Subsidiaries (including without limitation, each Subsidiary Bank) is a 
corporation, partnership, limited liability company, or a national or state 
banking association duly and properly incorporated or organized, as the case 
may be, validly existing and (to the extent such concept applies to such 
entity) in good standing under the laws of its jurisdiction of incorporation 
or organization and has all requisite authority to conduct its business in 
each jurisdiction in which its business is conducted.


                                        11

<PAGE>

     5.2. AUTHORIZATION AND VALIDITY.  The Borrower has the power and 
authority and legal right to execute and deliver the Loan Documents and to 
perform its obligations under them.  The execution and delivery by the 
Borrower of the Loan Documents and the performance of its obligations under 
them have been duly authorized by proper corporate or organizational  
proceedings, and this Agreement and the Note each constitute legal, valid and 
binding obligations of the Borrower enforceable against the Borrower in 
accordance with their terms.

     5.3. NO CONFLICT; GOVERNMENT CONSENT.  Neither the execution and 
delivery by the Borrower of this Agreement and the Note, nor the consummation 
of the transactions described in them, nor compliance with their provisions 
will violate any law, rule, regulation, order, writ, judgment, injunction, 
decree or award binding on the Borrower or any Subsidiary, or the Borrower's 
or any Subsidiary's articles of incorporation or by-laws, or the provisions 
of any indenture, instrument or agreement to which the Borrower or any 
Subsidiary is a party or is subject, or by which it or its property is bound, 
or conflict with or constitute a default under any indenture, instrument or 
agreement, or result in the creation or imposition of any Lien in, of or on 
the property of the Borrower or a Subsidiary pursuant to the terms of any 
indenture, instrument or agreement.  No order, consent, approval, license, 
authorization, or validation of, or filing, recording or registration with, 
or exemption by, or other action in respect of, any governmental or public 
body or authority, or any subdivision of them, is required to authorize, or 
is required in connection with the execution, delivery and performance of, or 
the legality, validity, binding effect or enforceability of, this Agreement 
or the Note.

     5.4. FINANCIAL STATEMENTS.  The June 30, 1997 consolidated financial 
statements of the Borrower and its Subsidiaries heretofore delivered to the 
Bank were prepared in accordance with GAAP in effect on the date such 
statements were prepared and fairly present the consolidated financial 
condition and operations of the Borrower and the Subsidiaries at that date 
and the consolidated results of their operations for the period then ended.

     5.5. MATERIAL ADVERSE CHANGE.  Since June 30, 1997 there has been no 
material adverse change in the business, properties, condition (financial or 
otherwise), prospects or results of operations of the Borrower and its 
Subsidiaries.

     5.6. LITIGATION AND CONTINGENT OBLIGATIONS.  Except as set forth on 
Schedule 1, there is no litigation, arbitration, governmental investigation, 
proceeding or inquiry pending or, to the knowledge of any of their officers, 
threatened against or affecting the Borrower or any Subsidiary which might 
have a Material Adverse Effect.  Other than any liability incident to that 
litigation, arbitration or proceedings, the Borrower has no material 
contingent obligations not provided for or disclosed in the financial 
statements referred to in Section 5.4.

     5.8. COMPLIANCE WITH LAWS.  The Borrower and its Subsidiaries have 
complied in all material respects with all applicable statutes, rules, 
regulations, orders and restrictions of any domestic or foreign government or 
any instrumentality or agency of them, having jurisdiction over the conduct 
of their respective businesses or the ownership of their respective 
properties.


                                        12

<PAGE>

     5.9  REGULATION U.  The Borrower is not engaged principally in, nor is 
one of the Borrower's important activities, the business of extending credit 
for the purpose of purchasing or carrying "margin stock" within the meaning 
of Regulation U of the Board of Governors of the Federal Reserve System as 
now and from time to time hereinafter in effect.

     5.10.     BANK HOLDING COMPANY.  The Borrower has complied in all 
respects with all federal, state and local laws pertaining to bank holding 
companies, including without limitation the Bank Holding Company Act of 1956, 
as amended, and there are no conditions precedent or subsequent to its 
engaging in the business of being a registered bank holding company.

                              ARTICLE VI -- COVENANTS

     During the term of this Agreement, unless the Bank otherwise consents in 
writing:

     6.1. FINANCIAL REPORTING.  The Borrower will maintain, for themselves 
and each Subsidiary, a system of accounting established and administered in 
accordance with GAAP, and furnish to the Bank:

          (i)  Within 120 days after the close of each of the Borrower's 
fiscal years, an unqualified  (except for qualifications relating to changes 
in accounting principles or practices reflecting changes in GAAP and required 
or approved by the Guarantor's independent certified public accountants) 
audit report certified by independent certified public accountants, 
acceptable to the Bank, prepared in accordance with GAAP on a consolidating 
basis for itself and the Subsidiaries, including balance sheets as of the end 
of that period, related profit and loss and reconciliation of surplus 
statements, and a statement of cash flows.

          (ii) Within 45 days after the close of the first three quarterly 
periods of each of its fiscal years, for the Borrower and the Subsidiaries, 
unaudited balance sheets as at the close of each that period and profit and 
loss and reconciliation of surplus statements and statements of cash flows 
for the period from the beginning of that fiscal year to the end of that 
quarter, all certified by an officer of the Borrower.

          (iii)     Together with the financial statements required 
hereunder, a compliance certificate in substantially the form of Exhibit "C" 
hereto signed by an Authorized Officer of the Borrower, showing the 
calculations necessary to determine compliance with this Agreement and 
stating that no Default or Unmatured Default exists, or if any Default or 
Unmatured Default exists, stating the nature and status thereof.

          (iv) Promptly upon furnishing it to its shareholders, copies of all 
financial statements and proxy statements so furnished.


                                        13

<PAGE>

          (v)  Promptly upon filing them, copies of all registration 
statements and annual, quarterly, monthly or other regular reports which the 
Borrower or any Subsidiary files with the Securities and Exchange Commission.

          (vi) Any other information (including non-financial information) 
which the Bank or any Bank Installation from time to time reasonably requests.

          (vii)     Within 45 days after the close of each quarter of each 
fiscal year of the Borrower and each Subsidiary Bank, a copy of the Call 
Report furnished to the Federal Deposit Insurance Corporation or any other 
regulatory authority with respect to such quarter by such Subsidiary Bank.

     6.2. USE OF PROCEEDS.  The Borrower will, and will cause each Subsidiary 
to, use the proceeds of the Loans for working capital. The Borrower may not, 
nor may it permit any Subsidiary to, use any of the proceeds of the Loans to 
purchase or carry any "margin stock" (as defined in Regulation U).

     6.3. CONDUCT OF BUSINESS.  The Borrower will, and will cause each 
Subsidiary to, carry on and conduct its business in substantially the same 
manner and in substantially the same fields of enterprise as it is presently 
conducted, and do all things necessary to remain duly incorporated, validly 
existing and in good standing as a domestic corporation in its jurisdiction 
of incorporation and maintain all requisite authority to conduct its business 
in each jurisdiction in which its business is conducted, except that the 
Borrower may dissolve a Subsidiary if that dissolution would not have a 
Material Adverse Effect.

     6.4. TAXES.  The Borrower will, and will cause each Subsidiary to, 
timely file complete and correct United States federal and applicable 
foreign, state and local tax returns required by law, and pay when due all 
taxes, assessments and governmental charges and levies on it or its income, 
profits or property, except those which are being contested in good faith by 
appropriate proceedings and with respect to which adequate reserves have been 
set aside.

     6.5. COMPLIANCE WITH LAWS.  The Borrower will, and will cause each 
Subsidiary to, comply in all material respects with all laws, rules, 
regulations, orders, writs, judgments, injunctions, decrees or awards to 
which it may be subject.

     6.6. MERGER.  The Borrower will not merge or consolidate with or into 
any other Person unless the Borrower is the legally surviving corporation 
and, after giving effect to the merger or consolidation, no Default or 
Unmatured Default exists.

     6.7. LIENS.  The Borrower will not, nor will it permit any Subsidiary 
to, create, incur, or suffer to exist any Lien in, of or on the property of 
the Borrower or any Subsidiary, except:


                                       14

<PAGE>

          (i)  Liens for taxes, assessments or governmental charges or levies 
on its property if they are not at the time delinquent or if they can be paid 
later without penalty, or are being contested in good faith and by 
appropriate proceedings.

          (ii) Liens imposed by law, such as carriers', warehousemen's and 
mechanics' liens and other similar liens arising in the ordinary course of 
business which secure payment of obligations not more than 60 days past due 
or which are being contested in good faith by appropriate proceedings and for 
which adequate reserves have been set aside on its books.

          (iii)     Liens arising out of pledges or deposits under worker's 
compensation laws, unemployment insurance, old age pensions, or other social 
security or retirement benefits, or similar legislation.

          (iv) Utility easements, building restrictions and any other 
encumbrances or charges against real property which are of a nature generally 
existing with respect to properties of a similar character and which do not 
in any material way affect their marketability or interfere with their use in 
the business of the Borrower or the Subsidiaries.

          (v)  Liens existing on the date of this Agreement, and described in 
Schedule "2" hereof.

     6.8. WELL CAPITALIZED.  The Borrower will, and will cause each 
Subsidiary to, remain at all times at least "well capitalized" for purposes 
of 12 U.S.C. Section 1831(o) and any regulations issued thereunder (including 
12 C.F.R. Section 565.4), as amended.

     6.9. NOTICE OF DEFAULT.  The Borrower will, and will cause each 
Subsidiary to, give prompt notice in writing to the Bank of the occurrence of 
any Default or Unmatured Default and of any other development, financial or 
otherwise, which might have a Material Adverse Effect or might materially 
adversely affect the ability of the Borrower to repay the Obligations.

     6.10.     DIVIDENDS.  The Borrower will not, nor will it permit any 
Subsidiary to, declare or pay any dividends or make any distributions on its 
capital stock (other than dividends payable in its own capital stock) or 
redeem, repurchase or otherwise acquire or retire any of its capital stock at 
any time outstanding.

     6.11.     DEBT. The Borrower will not, nor will it permit any Subsidiary 
to, incur or permit to remain outstanding, debt for borrowed money or 
installment obligations, except debt reflected in the latest financial 
statement of the Borrower furnished to the Bank prior to execution of this 
Agreement and not to be paid with proceeds of borrowings under the Credit 
Facilities. For purposes of this covenant, the sale of any accounts 
receivable is deemed the incurring of debt for borrowed money.


                                        15

<PAGE>

     6.12.     GUARANTIES. The Borrower will not, nor will it permit any 
Subsidiary to, guarantee or otherwise become or remain secondarily liable on 
the undertaking of another, except for endorsement of drafts for deposit and 
collection in the ordinary course of business.

     6.13.     INVESTMENTS.  The Borrower will not make any Investments, 
except that Borrower may:

     (a)  purchase or otherwise acquire and own short-term money market items 
(specifically including but not limited to preferred stock mutual funds);

     (b)  make Investments in Subsidiaries or any other bank or banks (other 
than guarantees of Indebtedness of Subsidiaries, except as permitted by 
Section 6.12), and upon the Borrower's purchase or other acquisition of 50% 
or more of the voting stock of any bank, such bank shall thereupon become a 
Subsidiary for all purposes under this Agreement;

     (c)  make Investments in Subsidiaries other than banks (other than 
guarantees of Indebtedness of Subsidiaries, except as permitted by Section 
6.12).

     (d)  make any other Investment permitted by applicable governmental laws 
and regulations (other than guarantees of Indebtedness of Subsidiaries, 
except as permitted by Section 6.12).

     (e)  make Investments in economic development bonds issued by 
governmental authorities.  

Nothing in this Section 6.13 shall prohibit the Borrower or any Subsidiary 
from making loans, advances, or other extensions of credit in the ordinary 
course of business upon substantially the same terms as heretofore extended 
by them in such business or upon such terms as may at the time be customary 
in the Borrower's or such Subsidiary's business.

     6.14.     MINIMUM NET WORTH.  The Borrower will maintain at all times a 
Consolidated Tangible Net Worth of not less than $100,000,000.

     6.15.     RETURN ON AVERAGE ASSETS.  The Borrower will not, on any date 
permit Consolidated Return on Average Assets to be less than 1.00% (measured 
at the end of each fiscal quarter for the then-most recently ended four 
fiscal quarters).

     6.16.     TIER 1 CAPITAL TO TOTAL ASSETS.  The Borrower will not at any 
time permit the ratio of its Tier 1 Capital to Consolidated Total Assets to 
be greater than 8%.

     6.17.     INDEBTEDNESS TO TOTAL CAPITAL.  The Borrower will not at any 
time permit the ratio of its Indebtedness to Total Capital to be greater than 
50%.


                                        16

<PAGE>

     6.18.     RATE OF NONPERFORMING LOANS TO ASSETS.  The Borrower will, and 
will require each Subsidiary to, cause all loans classified as 
"non-performing" (which shall include all loans in non-accrual status, more 
than ninety (90) days past due in principal or interest, restructured or 
renegotiated, or listed as "other restructured" or "other real estate owned" 
and (without duplication) property acquired through in-substance foreclosure) 
on the Federal Deposit Insurance Corporation or other regulatory agency call 
report ("NONPERFORMING LOANS") not to exceed 3.00% of the Consolidated 
Average Assets of the Borrower and its Subsidiaries.

     6.19.     LOAN LOSS RESERVE RATIO. The Borrower will, and will cause 
each Subsidiary to, maintain on a consolidated basis as at the last day of 
each fiscal quarter of each fiscal year a ratio of loan loss reserves to 
Nonperforming Loans of at least 100%.

                              ARTICLE VII -- DEFAULTS

     The occurrence of any one or more of the following events constitutes a 
Default:

     7.1. Any warranty made or deemed made by or on behalf of the Borrower or 
any Subsidiary to the Bank under or in connection with this Agreement, any 
Loan, or any certificate or information delivered in connection with this 
Agreement or the Note is materially false on the date as of which it is made.

     7.2. The principal of the Note is not paid when due, or any interest or 
any facility fee or other obligations under this Agreement or the Note are 
not paid within five days after they become due.

     7.3. The Borrower breaches any of the terms of Section 6.2, 6.3, 6.5, 
6.6, 6.7, 6.8, 6.9, 6.10, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 and 6.19.

     7.4. The Borrower breaches (other than a breach which constitutes a 
Default under Section 7.1, 7.2 or 7.3) any of the terms of this Agreement 
which is not remedied within thirty days after written notice from the Bank.

     7.5. The Borrower or any Subsidiary fails to pay any debt for borrowed 
money equal to or exceeding $100,000 in the aggregate when due; or the 
Borrower or any Subsidiary defaults in the performance of any term contained 
in any agreement under which that debt was created or is governed, the effect 
of which is to cause, or to permit the holder or holders of that debt to 
cause, that debt to become due prior to its stated maturity; or any debt of 
the Borrower or any Subsidiary is declared to be due and payable or required 
to be prepaid or repurchased (other than by a regularly scheduled payment) 
prior to its stated maturity; or the Borrower or any Subsidiary does not pay, 
or admits in writing its inability to pay, its debts generally as they become 
due.

     7.6. The Borrower or any Subsidiary (i) has an order for relief entered 
with respect to it under present or future Federal bankruptcy laws, (ii) 
makes an assignment for the benefit of creditors, (iii) applies for, seeks, 
consents to, or acquiesces in, the appointment of a receiver, 


                                        17

<PAGE>


custodian, trustee, examiner, liquidator or similar official for it or any 
substantial part of its property, (iv) institutes any proceeding seeking an 
order for relief under present or future Federal bankruptcy laws, or seeking 
to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, 
liquidation, reorganization, arrangement, adjustment or composition of it or 
its debts under any law relating to bankruptcy, insolvency or reorganization 
or relief of debtors, or fails to file an answer or other pleading denying 
the material allegations of any such proceeding filed against it, (v) takes 
any corporate action to authorize or effect any of the foregoing actions set 
forth in this Section 7.6 or (vi) fails to contest in good faith any 
appointment or proceeding described in Section 7.7.

     7.7. Without the application, approval or consent of the Borrower or any 
Subsidiary, a receiver, trustee, examiner, liquidator or similar official is 
appointed for the Borrower or any Subsidiary or any substantial part of its 
property, or a proceeding described in Section 7.6(iv) is instituted against 
the Borrower or any Subsidiary and that appointment continues undischarged or 
those proceedings continue undismissed or unstayed for a period of 30 
consecutive days.

     7.8. Any reportable event (as defined in Section 4043 of ERISA) occurs 
in connection with any plan (as defined in ERISA).
                                          
               ARTICLE VIII - ACCELERATION; REMEDIES; AND AMENDMENTS

     8.1. ACCELERATION.  If any Default described in Section 7.6 or 7.7 
occurs with respect to the Borrower, the obligations of the Bank to make 
Loans automatically terminates and the Obligations are immediately due and 
payable without any election or action on the part of the Bank.  If any other 
Default occurs, the Bank may terminate or suspend its obligation to make 
Loans, or declare the Obligations due and payable, or both, whereupon the 
Obligations are immediately due and payable, without presentment, demand, 
protest or notice of any kind, all of which the Borrower expressly waives.

     8.2. PRESERVATION OF RIGHTS.  No delay or omission of the Bank to 
exercise any right under this Agreement or the Note impairs that right nor 
can it be construed to waive any Default or acquiesce in any Default, and the 
making of a Loan notwithstanding the existence of a Default or the inability 
of the Borrower to satisfy the conditions precedent to that Loan does not 
constitute a waiver or acquiescence.  Any single or partial exercise of any 
right does not preclude any other or further exercise of it or the exercise 
of any other right, and no waiver, amendment or other variation of the terms 
of this Agreement or the Note is valid unless in writing signed by the Bank 
and then only to the extent that writing specifies.  All remedies contained 
in this Agreement and the Note or by law afforded are cumulative and all are 
available to the Bank until the Obligations have been paid in full.

     8.3. AMENDMENTS.  Subject to the provisions of this Article VIII, the 
Bank and the Borrower may enter into agreements supplementing this Agreement 
for the purpose of adding or modifying this Agreement or the Note or changing 
in any manner the rights of the Bank or the Borrower or waiving any Default.


                                        18

<PAGE>

     8.4. SETOFF.  In addition to and without limiting any rights of the Bank 
under applicable law, if the Borrower becomes insolvent, howsoever evidenced, 
or any Default or Unmatured Default occurs, any and all deposits (including 
all account balances, whether provisional or final and whether or not 
collected or available) and any other debt at any time held or owing by the 
Bank to or for the credit or account of the Borrower may be offset and 
applied toward the payment of the Obligations owing to the Bank, whether or 
all or any part of the Obligations are then due.

                          ARTICLE IX -- GENERAL PROVISIONS

     9.1. SURVIVAL OF WARRANTIES.  All warranties of the Borrower contained 
in this Agreement survive the delivery of the Note and the making of the 
Loans.

     9.2. TAXES.  Any taxes (excluding income taxes) or other similar 
assessments or charges payable or ruled payable by any governmental authority 
in respect of this Agreement and the Note must be paid by the Borrower, 
together with interest and penalties, if any.

     9.3. EXPENSES; INDEMNIFICATION.  The Borrower must reimburse the Bank 
for any costs, internal charges and out-of-pocket expenses (including 
attorneys' fees and time charges of attorneys for the Bank, who may be 
employees of the Bank) paid or incurred by the Bank in connection with the 
preparation, review, execution, delivery, amendment, modification, 
administration, collection and enforcement of this Agreement and the Note. 
The Borrower further indemnifies the Bank, its directors, officers and 
employees against all losses, claims, damages, penalties, judgments, 
liabilities and expenses (including without limitation all expenses of 
litigation or preparation for litigation whether or not the Bank is a party) 
which any of them pay or incur arising out of or relating to this Agreement, 
the Note, the transactions described in this Agreement or the direct or 
indirect application or proposed application of the proceeds of any Loan. The 
obligations of the Borrower under this Section survive the termination of 
this Agreement.

     9.4. SUCCESSORS AND ASSIGNS.  The terms of this Agreement and the Note 
bind and benefit the Borrower and the Bank and their respective successors 
and assigns, except that the Borrower has no right to assign its rights or 
obligations under this Agreement or the Note.  The Bank may, in the ordinary 
course of its commercial banking business and in accordance with applicable 
law, at any time sell to one or more banks or other entities participating 
interests in any Loan, the Note or the commitments hereunder.  The Bank may, 
with the consent of the Borrower, which consent may not be unreasonably 
withheld, assign to one or more banks or other entities all or any part of 
its rights and obligations under this Agreement or the Note, and the Borrower 
releases the Bank for the amount so assigned.

     9.5. GIVING NOTICE.  Except as otherwise permitted by Section 2.8 with 
respect to borrowing notices, all notices, requests and other communications 
to any party must be in writing (including bank wire, telex, facsimile 
transmission or similar writing) and must be given 


                                        19

<PAGE>

to a party: (y) in the case of the Borrower or the Bank, at its address, 
facsimile number or telex number set forth on the signature page below, or 
(z) in the case of any party, whatever other address, facsimile number or 
telex number that party specifies for the purpose, by notice to the other.  
Each notice, request or other communication is effective (i) if given by 
telex, when it is transmitted to the telex number specified in this Section 
and the appropriate answerback is received, (ii) if given by facsimile 
transmission, when transmitted to the facsimile number specified in this 
Section and confirmation of receipt is received, (iii) if given by mail, 72 
hours after that communication is deposited in the mails with first class 
postage prepaid, addressed as required, or (iv) if given by any other means, 
when delivered at the address specified in this Section.  However, notices to 
the Bank under Article II are not effective until received.

            ARTICLE X -- GOVERNING LAW; JURISDICTION; JURY TRIAL WAIVER

     10.1.     CHOICE OF LAW.  This Agreement and the Notes are to be 
construed in accordance with the internal laws (but not the law of conflicts) 
of Michigan.

     10.2.     CONSENT TO JURISDICTION.  The Borrower irrevocably submits to 
the non-exclusive jurisdiction of any United States federal or Michigan state 
court sitting in Michigan in any action or proceeding arising out of or 
relating to any Loan, and the Borrower irrevocably agrees that all such 
claims may be heard and determined in any such court and irrevocably waives 
any present and future objection it may have as to the venue of any action or 
proceeding brought in that court, or that that court is an inconvenient 
forum.  Nothing in this Section limits the right of the Bank to bring any 
action or proceeding against the Borrower in the courts of any other 
jurisdiction.  Any judicial proceeding by the Borrower against the Bank or 
any affiliate of the Bank involving, directly or indirectly, any matter in 
any way arising out of, related to, or connected with any Loan must be 
brought only in a court in Michigan.

     10.3.     WAIVER OF JURY TRIAL.  The Bank and the Borrower knowingly, 
voluntarily and intelligently waive any right either of them have to a trial 
by jury in any proceeding (whether sounding in contract or tort) which 
relates to, arises out of, or is connected with this or any related 
agreement, or the relationship they purport to create.  This provision may 
only be modified in a written instrument executed by the Bank and the 
Borrower.



                           [Signatures of following page]





                                        20

<PAGE>



                                          
     EXECUTED ON: December 22, 1997 which shall be the Effective Date of this
Agreement.

NATIONAL CITY BANCSHARES, INC.          NBD BANK


By: /s/ Michael F. Elliott              By: /s/ David P. Lamb
   -----------------------------           ---------------------------------
     Michael F. Elliott                      David P. Lamb
Its: Vice Chairman                       Its: Vice  President


ADDRESS FOR NOTICES:
227 Main Street, P.O. Box 868                611 Woodward Avenue
Evansville, Indiana  47705-0868              Detroit, Michigan  48226
Phone: (812) 464-9800                        Phone: (313) (225-2796)
Fax:   (812) 464-9825                        Fax:   (313) (225-1141)

Attention: Michael F. Elliott


                                        21



<PAGE>

                                          
                                     EXHIBIT A
                               REVOLVING CREDIT NOTE


$10,000,000                                       Detroit, Michigan

                                             December 22, 1997


     For value received, on or before the Revolving Credit Termination Date, 
or at such other maturity or maturities as are set forth in the Bank's 
records, National City Bancshares, Inc. (the "Borrower ") promises to pay to 
the order of NBD Bank (the "Bank"), at the Bank's principal office in the 
State of Michigan, in lawful money of the United States of America and in 
immediately available funds, the principal sum of TEN MILLION AND 00/100 
DOLLARS ($10,000,000), or such lesser amount as is indicated on the Bank's 
records, together with interest computed on the balance from time to time 
unpaid on the basis of the actual number of days elapsed in a year of 360 
days at the rate(s) per annum determined from time to time pursuant to the 
"Credit Agreement" as defined below and reflected on the Bank's records.  
Interest on the unpaid principal amount is payable in accordance with the 
terms of the Credit Agreement.  The Borrower agrees to pay interest on 
overdue principal from the date of demand or default until paid at the rate 
which is three percent (3%) per annum in excess of the rate announced from 
time to time by the Bank as its prime rate.

     In no event may the interest rate exceed the maximum rate allowed by 
law. Any interest which would for any reason be unlawful under applicable law 
will be applied to principal.

     Waiver:  The Borrower and each endorser of this note and any other party 
liable for the debt evidenced by this note severally waives demand, 
presentment, notice of dishonor and protest of this note, and consents to any 
extension or postponement of time of its payment without limit as to number 
or period, to any substitution, exchange or release of all or any part of any 
collateral securing this note, to the addition of any party, and to the 
release, discharge, or suspension of any rights and remedies against any 
person who is liable for the payment of this note.  No delay on the part of 
the holder in the exercise of any right or remedy waives that right or 
remedy.  No single or partial exercise by the holder of any right or remedy 
precludes any future exercise of that right or remedy or the exercise of any 
other right or remedy.  No waiver or indulgence by the holder of any default 
is effective unless it is in writing and signed by the holder, and a waiver 
on one occasion does not bar or waive any right on any future occasion.

     This note evidences a debt under the terms of a certain Credit Agreement 
between the Bank and the Borrower contemporaneously dated, and any 
amendments, (the "Credit Agreement"), which is incorporated by reference for 
additional terms, including default and acceleration provisions.


                                        22

<PAGE>


      WAIVER OF JURY TRIAL:  The Borrower and the Bank waive trial by jury 
in any judicial proceeding involving, directly or indirectly, any matter 
(whether sounding in tort, contract or otherwise) in any way arising out of, 
related to, or connected with any Loan or the relationship established under 
it.


Address:

227 Main Street, P.O. Box 868      NATIONAL CITY BANCSHARES, INC.
Evansville, Indiana  47705-0868         
                                   By:____________________________ 
                                          Michael F. Elliott
                                   Its: Vice Chairman



























                                        23

<PAGE>


                                     EXHIBIT B
                                  FORM OF OPINION
                                          

                                          _________________________, ____


NBD Bank:

     We are counsel for National City Bancshares, Inc. (the "Borrower"), and 
have represented the Borrower in connection with its execution and delivery 
of a Credit Agreement dated as of ______________ (the "Agreement") among the 
Borrower and NBD Bank, and providing for Loans in an aggregate principal 
amount not exceeding $10,000,000 at any one time outstanding.  All 
capitalized terms used in this opinion and not otherwise defined herein shall 
have the meanings attributed to them in the Agreement.

     We have examined the Borrower's [described constitutive documents of 
Borrower and appropriate evidence of authority to enter into the 
transaction], the Loan Documents and such other matters of fact and law which 
we deem necessary in order to render this opinion.  Based upon the foregoing, 
it is our opinion that:

     1.   Each of the Borrower and its Subsidiaries is a corporation, 
partnership or limited liability company duly and properly incorporated or 
organized, as the case may be, validly existing and (to the extent such 
concept applies to such entity) in good standing under the laws of its 
jurisdiction of incorporation or organization and has all requisite authority 
to conduct its business in each jurisdiction in which its business is 
conducted.

     2.   The execution and delivery by the Borrower of the Loan Documents 
and the performance by the Borrower of its obligations thereunder have been 
duly authorized by proper corporate proceedings on the part of the Borrower 
and will not:

          (a)  require any consent of the Borrower's shareholders or members 
(other than any such consent as has already been given and remains in full 
force and effect);

          (b)  violate (i) any law, rule, regulation, order, writ, judgment, 
injunction, decree or award binding on the Borrower or any of its 
Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or 
certificate of incorporation, partnership agreement, certificate of 
partnership, articles or certificate of organization, by-laws, or operating 
or other management agreement, as the case may be, or (iii) the provisions of 
any indenture, instrument or agreement to which the Borrower or any of its 
Subsidiaries is a party or is subject, or by which it, or its Property, is 
bound, or conflict with or constitute a default thereunder; or 


                                        24

<PAGE>

          (c)  result in, or require, the creation or imposition of any Lien 
in, of or on the Property of the Borrower or a Subsidiary pursuant to the 
terms of any indenture, instrument or agreement binding upon the Borrower or 
any of its Subsidiaries.

     3.   The Loan Documents have been duly executed and delivered by the 
Borrower and constitute legal, valid and binding obligations of the Borrower 
enforceable against the Borrower in accordance with their terms except to the 
extent the enforcement thereof may be limited by bankruptcy, insolvency or 
similar laws affecting the enforcement of creditors' rights generally and 
subject also to the availability of equitable remedies if equitable remedies 
are sought.  

[NOTE:  If there are Loan Documents executed by related entities other than 
the Borrower, separate provisions of the opinion or additional opinions 
should cover those documents and their enforceability against such parties.]

     4.   There is no litigation, arbitration, governmental investigation, 
proceeding or inquiry pending or, to the best of our knowledge after due 
inquiry, threatened against the Borrower or any of its Subsidiaries which, if 
adversely determined, could reasonably be expected to have a Material Adverse 
Effect.

     5.   No order, consent, adjudication, approval, license, authorization, 
or validation of, or filing, recording or registration with, or exemption by, 
or other action in respect of any governmental or public body or authority, 
or any subdivision thereof, which has not been obtained by the Borrower or 
any of its Subsidiaries, is required to be obtained by the Borrower or any of 
its Subsidiaries in connection with the execution and delivery of the Loan 
Documents, the borrowings under the Agreement, the payment and performance by 
the Borrower of the Obligations, or the legality, validity, binding effect or 
enforceability of any of the Loan Documents.

     This opinion may be relied upon by NBD Bank and its participants, 
assignees and other transferees.

Very truly yours,






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<PAGE>




                                     EXHIBIT C
                                          
                               COMPLIANCE CERTIFICATE
                                          
                                          
To:  NBD Bank
     611 Woodward Avenue
     Detroit, Michigan  48226


     This Compliance Certificate is furnished pursuant to that certain Credit 
Agreement dated as of _________________, ____ (as amended, modified, renewed 
or extended from time to time, the "Agreement") among National City 
Bancshares, Inc. (the "Borrower"), and NBD Bank.  Unless otherwise defined 
herein, capitalized terms used in this Compliance Certificate have the 
meanings ascribed thereto in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1.  I am the duly elected ________________________ of the Borrower;

     2.  I have reviewed the terms of the Agreement and I have made, or have 
caused to be made under my supervision, a detailed review of the transactions 
and conditions of the Borrower and its Subsidiaries during the accounting 
period covered by the attached financial statements;

     3.  The examinations described in paragraph 2 did not disclose, and I 
have no knowledge of, the existence of any condition or event which 
constitute a Default or Unmatured Default during or at the end of the 
accounting period covered by the attached financial statements or as of the 
date of this Certificate, except as set forth below; and

     4.  Schedule I attached hereto sets forth financial data and 
computations evidencing the Borrower's compliance with certain covenants of 
the Agreement, all of which data and computations are true, complete and 
correct.

     Described below are the exceptions, if any, to paragraph 3 by listing, 
in detail, the nature of the condition or event, the period during which it 
has existed and the action which  the Borrower has taken, is taking, or 
proposes to take with respect to each such condition or event:

          ______________________________________________________

          ______________________________________________________

          ______________________________________________________

                                                            
                                        26

<PAGE>

     
     The foregoing certifications, together with the computations set forth 
in Schedule I hereto and the financial statements delivered with this 
Certificate in support hereof, are made and delivered this ____, day of 
________________, ____________.

______________________________





















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