<PAGE>   1
                                                                  EXHIBIT 2(i)


                      AGREEMENT AND PLAN OF REORGANIZATION

         This is an AGREEMENT dated December 12, 1994, between National City
Bancshares, Inc. (hereinafter called "NCBE") and White County Bank (hereinafter
called "White County").

                                  WITNESSETH:

         NCBE is a corporation duly organized under the laws of the State of
Indiana.  Its principal office is located at 227 Main Street, Evansville,
Vanderburgh County, Indiana.  As of June 30, 1994, NCBE had authorized capital
stock consisting of 5,000,000 shares of common stock, par value $3.33 1/3 per
share, ("NCBE Common Stock") of which a total of 3,693,254 shares were issued
and outstanding and none were shares of treasury stock owned by NCBE.  NCBE
owns all of the outstanding capital stock of The National City Bank of
Evansville, Evansville, Indiana; Poole Deposit Bank, Poole, Kentucky; The
Peoples National Bank of Grayville, Grayville, Illinois; The Farmers and
Merchants Bank, Fort Branch, Indiana; Farmers State Bank, Sturgis, Kentucky;
Lincolnland Bank, Dale, Indiana; The State Bank of Washington, Washington,
Indiana; The Spurgeon State Bank, Spurgeon, Indiana; Pike County Bank,
Petersburg, Indiana; and The Bank of Mitchell, Mitchell, Indiana (hereinafter 
referred to as "NCBE Banks"); and NCBE Leasing Corp., Evansville, Indiana.

         White County is an Illinois state banking corporation duly organized
under the laws of the State of Illinois.  Its principal office is located at
215 E. Main Street, Carmi, Illinois  61821.  As of June 30, 1994, White County
had authorized capital stock consisting of 9,600 authorized shares of common
stock, $100 par value per share ("White County Common Stock"), of which 9,600
shares were issued and outstanding and none were shares of treasury stock owned
by White County.

         At least a majority of the entire Board of Directors of NCBE and at
least a majority of the entire Board of Directors of White County,
respectively, have approved the entering into of this Agreement and have
authorized the execution and delivery of this Agreement.  The Boards of
Directors of NCBE and White County have determined that it is in the best
interests of their respective corporations and Stockholders that White County
become a wholly owned subsidiary





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corporation of NCBE.  After the execution of this Agreement, NCBE will
undertake to cause the formation of a new banking corporation to be organized
under the laws of the State of Illinois ("New Bank"), and thereafter NCBE and
White County will cause, subject to the terms and conditions set forth in this
Agreement, the merger of White County and the New Bank, in accordance with the
terms set forth in the Merger Agreement attached hereto and designated Appendix
A (the "Merger Agreement").  From and after the time the merger of White County
and New Bank shall become effective, the "Merger" and as and when required by
this Agreement and the Merger Agreement, NCBE will issue shares of NCBE Common
Stock in exchange for all of the issued and outstanding shares of White County
Common Stock.

         In consideration of mutual covenants and premises herein contained,
NCBE  and White County hereby make this Agreement and prescribe the terms and
conditions of the Merger and the mode of carrying the Merger into effect as
follows:

1.       Formation of New Bank.  As soon as practicable after the date hereof,
         NCBE shall commence formation of the New Bank, all of the outstanding
         shares of which will be acquired by NCBE prior to the merger of White
         County and the New Bank.  NCBE will proceed with formation of the New
         Bank with due diligence.  The New Bank will merge with White County
         pursuant to the Merger Agreement.  Upon consummation of the Merger,
         Stockholders of White County will be entitled to receive as
         consideration for their shares of White County shares of NCBE in
         accordance with the provisions regarding the exchange of shares set
         forth in the Merger Agreement.

2.       The Merger Agreement.  Promptly following the commencement of the
         corporate existence of the New Bank, White County and NCBE shall enter
         into, and NCBE shall cause the New Bank to enter into, the Merger
         Agreement.

3.       Discussions with Others.  White County or its officers, directors or
         agents will not solicit inquiries or proposals or initiate any
         discussions or negotiations leading to any acquisition or purchase of
         all or a substantial portion of the assets or stock of White





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         County or any merger or consolidation of White County with any third
         party without the prior written consent from NCBE, so long as this
         Agreement is pending.

4.       Undertakings of the Parties.  NCBE and White County further agree as
         follows:

         (a)     This Agreement and the Merger Agreement shall be submitted to
                 the Stockholders of White County for approval and adoption at
                 a special meeting of Stockholders to be called and held in
                 accordance with law and the Articles of Incorporation and
                 Bylaws of White County.

         (b)     NCBE and White County will cooperate in the preparation by
                 NCBE of the application to the Board of Governors of the
                 Federal Reserve System (the "Board") under the appropriate
                 provisions of Section 3 of the Bank Holding Company Act of
                 1956, as amended, and to any other state or federal regulatory
                 agency which may be required to facilitate the Merger.  NCBE
                 and White County will cooperate in the preparation of proxy
                 and registration statements under the  federal and state
                 securities laws so as to facilitate the exchange of shares as
                 contemplated by this Agreement and the Merger Agreement.

         (c)     Each party will assume and pay all of its fees and expenses
                 incurred by it incident to the negotiation, preparation and
                 execution of this Agreement, obtaining of the requisite
                 regulatory and shareholder consents and approvals and all
                 other acts incidental to, contemplated by or in pursuance of
                 this Agreement.  NCBE shall promptly prepare and file at no
                 expense to White County:  (i) any and all required regulatory
                 applications necessary in connection with the transactions
                 contemplated by this Agreement; and (ii) an S-4 Registration
                 Statement to be filed with the Securities and Exchange
                 Commission to register the shares of NCBE Common Stock to be
                 issued in connection with the transactions contemplated by
                 this Agreement.  Such registration statement will not cover
                 resale's by any persons who may be considered "underwriters"
                 under Rule 145(c) of the Securities Act of 1933, as amended
                 (the "1933 Act").  NCBE will also take any action required to





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                 be taken under any applicable state securities or "Blue Sky"
                 laws in connection with the Merger.

         (d)     All information furnished by one party to another party in
                 connection with this Agreement and the transactions
                 contemplated hereby will be kept confidential by such other
                 party and will be used only in connection with this Agreement
                 and the transactions contemplated hereby, except to the extent
                 that such information:  (i) is already known to such other
                 party when received; (ii) thereafter becomes lawfully
                 obtainable from other sources; or (iii) is required to be
                 disclosed in any document filed with the Securities and
                 Exchange Commission, the Board, or any other governmental
                 agency or authority.  In the event that this Agreement is
                 terminated, each party will return to the other party or
                 destroy any documents received by it from the other party that
                 contain any such confidential information.

         (e)     After (i) receipt of the Board's prior approval of NCBE's
                 acquisition of White County; (ii) the approval of the
                 Stockholders of White County; and (iii) the regulatory waiting
                 period(s) have expired, NCBE shall designate the date as of
                 which NCBE desires the Merger to become effective and the time
                 the Merger shall become effective shall occur at the time and
                 on the date so designated.  However, any date so specified
                 shall not be later than either (a) the first of the month
                 immediately following the month in which the last of the
                 events described above (i-iii) occurs if said event occurs
                 before the twenty-first day of such month or (b) the first day
                 of the second month immediately following such month if the
                 last of the events described above occurs after the twentieth
                 day of such month.

         (f)     Subject to the terms and conditions of this Agreement, NCBE
                 and White County each agree that, subject to applicable laws
                 and to the fiduciary duties of its Directors, each will
                 promptly take or cause to be taken all action, and promptly do
                 or cause to be done all things necessary, proper or advisable
                 under applicable laws





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                 and regulations to consummate and make effective the Merger
                 and other transactions contemplated by this Agreement.

         (g)     As soon as practicable following the time the Merger shall
                 become effective, employees of White County shall be entitled
                 to participate in all employee benefit plans of NCBE.  For
                 purposes of eligibility and vesting in the NCBE Employees'
                 Savings and Profit Sharing Plan, employees of White County
                 will be given credit for their years of service as employees
                 of White County.  For purposes of the NCBE Employees' Plan for
                 Pensions will be subject to all eligibility and vesting
                 provisions of such plan, including years of service, without
                 credit for service as an employee of White County.

         (h)     White County shall, prior to the time the Merger shall become
                 effective, take such actions as shall be necessary or
                 desirable to cause the White County Employee Stock Ownership
                 Plan (the "ESOP") to be terminated at or after the effective
                 date of Merger.

         (i)     NCBE undertakes to cause,  immediately after the effective
                 date of the Merger, the continuance as Directors of White
                 County, all those persons serving as Directors immediately
                 prior to the effective time of the Merger, plus one additional
                 person to be named by NCBE will be added to the Board of
                 Directors of White County.

         (j)     NCBE will maintain "current public information" within the
                 meaning of Rule 144 for three (3) years following the
                 effective date.

5.       Dissenting Stockholders.  Holders of White County Common Stock who do
         not vote their shares in favor of the Merger and otherwise comply in
         all respects to perfect dissenters' rights, will be entitled to
         dissenters' or appraisal rights, if any, pursuant to and solely upon
         strict compliance with, the applicable provisions of Illinois law.

6.       Tax Opinion.  NCBE and White County, for the benefit of their
         Stockholders shall obtain a written opinion of NCBE's counsel, Werner
         & Blank Co., L.P.A., to the effect that:





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         (a)     The statutory merger of New Bank with and into White County
                 will constitute a reorganization within the meaning of Section
                 368(a)(1)(A) and (a)(2)(E) of the Internal Revenue Code;

         (b)     No gain or loss will be recognized by White County or NCBE as
                 a consequence of the transactions herein contemplated;

         (c)     No gain or loss will be recognized by the Stockholders of
                 White County on the exchange of their shares of White County
                 Common Stock for shares of NCBE Common Stock (disregarding for
                 this purpose any cash received for fractional share interests
                 to which they may be entitled);

         (d)     The federal income tax basis of the NCBE Common Stock received
                 by the Stockholders of White County for their shares of White
                 County Common Stock will be the same as the federal income tax
                 basis of the White County Common Stock surrendered in exchange
                 therefor; and

         (e)     The holding period of the NCBE Common Stock received by a
                 shareholder of White County for shares of White County Common
                 Stock will include the period for which the White County
                 Common Stock exchanged therefor was held, provided the
                 exchanged White County Common Stock was held as a capital
                 asset by such shareholder on the date of the exchange.

7.       Representations and Warranties of NCBE.  NCBE represents and warrants
         to White County as follows:

         (a)     NCBE is a corporation duly organized and validly existing
                 under the laws of the State of Indiana, is a registered bank
                 holding company under the Bank Holding Company Act of 1956, as
                 amended, and is qualified to do business in the State of
                 Indiana, together with all other jurisdictions where it is
                 both required to so qualify and the failure to so qualify
                 would have material and adverse consequences to NCBE.  NCBE
                 has full power and authority (including all licenses,
                 franchises, permits and other governmental authorizations
                 which are legally required) to





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                 engage in the businesses and activities now conducted by it.
                 As of June 30, 1994, the authorized capital stock of NCBE
                 consisted of 5,000,000 shares of common stock, par value $3.33
                 1/3 per share of which a total of 3,693,254 shares were issued
                 and outstanding and no shares were held by NCBE as treasury
                 stock.  All of said shares of capital stock are fully paid and
                 nonassessable and are not issued in violation of the
                 preemptive rights of any shareholder.

         (b)     NCBE has furnished to White County copies of the following
                 financial statements relating to NCBE and its consolidated
                 subsidiaries:  (i) the audited Consolidated Balance Sheets of
                 NCBE as of December 31, 1993, and 1992, and the Consolidated
                 Statements of Income, Stockholders' Equity and Statements of
                 Cash Flows for the three years ended December 31, 1993, 1992
                 and 1991, together with the notes thereto; and (ii) the
                 unaudited Consolidated Balance Sheet of NCBE as of June 30,
                 1994, and the unaudited Consolidated Statements of Income and
                 Stockholders' equity for the period then ended.  Each of the
                 aforementioned financial statements was prepared in accordance
                 with Generally Accepted Accounting Principles, consistently
                 applied and is true and correct in  all material respects and
                 together present fairly the consolidated financial position
                 and results of operations of NCBE as of the dates and for the
                 periods therein set forth (subject, in the case of such
                 interim financial statements, to normal year-end audit
                 adjustments).  Such financial statements do not, as of the
                 dates thereof, include any material asset or omit any material
                 liability, absolute or contingent, or other fact, the
                 inclusion or omission of which renders such financial
                 statements, in light of the circumstances under which they
                 were made, misleading in any material respect.  Since December
                 31, 1993, there has not been any material adverse change in
                 the financial condition, results of operations, business or
                 prospects of NCBE and its subsidiaries on a consolidated
                 basis.





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         (c)     The Board of Directors of NCBE has authorized execution of
                 this Agreement and the Merger Agreement and approved the
                 merger of the New Bank and White County as contemplated herein
                 and therein.  NCBE has all requisite power and authority to
                 enter into this Agreement and the Merger Agreement and NCBE
                 has the authority to consummate the transactions contemplated
                 hereby.  This Agreement constitutes the valid and legally
                 binding obligation of NCBE and this Agreement and the
                 consummation of the transactions contemplated herein have been
                 duly authorized and approved on behalf of NCBE by all
                 requisite corporate action.  Provided the required approvals
                 are obtained from the Board, neither the execution and
                 delivery of this Agreement or the Merger Agreement nor the
                 consummation of the Merger will conflict with, result in the
                 breach of, constitute a default under or accelerate the
                 performance provided by the terms of any law, or any rule or
                 regulation of any governmental agency or authority or any
                 judgment, order or decree of any court or other governmental
                 agency to which NCBE may be subject, any contract, agreement
                 or instrument to which NCBE is a party or by which NCBE is
                 bound or committed, or the Articles of Incorporation or Bylaws
                 of NCBE, or constitute an event which with the lapse of time
                 or action by a third party, could, to the best of NCBE's
                 knowledge, result in the default under any of the foregoing or
                 result in the creation of any lien, charge or encumbrance upon
                 any of the assets or properties of NCBE or upon any of the
                 stock of NCBE, except, however, in the case of contracts,
                 agreements or instruments, such defaults, conflicts or
                 breaches which either (i) will be cured or waived prior to the
                 time the Merger becomes effective, or (ii) if not so cured or
                 waived would not, in the aggregate, have any material adverse
                 effect on the financial condition, results of operations or
                 business of NCBE on a consolidated basis.

         (d)     There is no litigation, action, suit, investigation or
                 proceeding pending or, to the best of the knowledge after due
                 inquiry of NCBE and its executive officers,





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                 threatened, against or affecting NCBE or its subsidiaries or
                 involving any of their respective properties or assets, at law
                 or in equity, before any federal, state, municipal, local or
                 other governmental authority, involving a material amount
                 which, if resolved adversely to the interest of NCBE or its
                 subsidiaries, would materially affect the financial conditions
                 or operations of NCBE or its subsidiaries and/or its ability
                 to perform under this Merger Agreement, and to the best of the
                 knowledge and belief after due inquiry of NCBE and its
                 executive officers, no one has asserted and no one has
                 reasonable or valid grounds on which it reasonably can be
                 expected that anyone will assert any such claims against NCBE
                 or its subsidiaries based upon the wrongful action or inaction
                 of NCBE or its subsidiaries or any of their respective
                 officers, directors or employees.

         (e)     At the time the Merger shall become effective and on such
                 subsequent date when the former Stockholders of White County
                 surrender their White County share certificates for
                 cancellation, the shares of NCBE Common Stock to be received
                 by Stockholders of White County will have been duly authorized
                 and validly issued by NCBE and will be fully paid and
                 nonassessable.

         (f)     NCBE has not incurred and will not incur directly or
                 indirectly any liability for brokerage, finders', agents' or
                 investment bankers' fees or commissions in connection with
                 this Merger Agreement or the transactions contemplated
                 thereby.

         (g)     The Employees' Savings and Profit Sharing Plan of National
                 City Bancshares, Inc. and the Plan for Pensions of National
                 City Bancshares, Inc. (hereinafter referred to collectively as
                 the "plans") which purport to be qualified plans under Section
                 401(a) of the Internal Revenue Code is so qualified and is in
                 compliance in all material respects with the applicable
                 requirements of the Employee Retirement Income Security Act of
                 1974, as amended ("ERISA").  All material notices, reports and
                 other filings required under applicable law to be given or
                 made to or with any governmental agency with respect to the
                 plans have been





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                 timely filed or delivered where failure to file will result in
                 a penalty or result in disqualification of the plan.  NCBE has
                 no knowledge either of any circumstances which would adversely
                 affect the qualifications of the plans or their compliance
                 with the applicable requirements of ERISA, or of any
                 "reportable event" (as such term is defined in Section 4043(b)
                 of ERISA) or any "prohibited transaction" (as such term is
                 defined in Section 406 of ERISA and Section 4975(c) of the
                 Internal Revenue Code) which has occurred since the date on
                 which said section became applicable to the plans.  With
                 respect to those plans which are defined benefit plans within
                 the meaning of ERISA, such plans meet the minimum funding
                 standards set forth in the Internal Revenue Code and ERISA.

         (h)     NCBE has delivered to White County copies of the Annual Report
                 on Form 10-K filed with the Securities and Exchange Commission
                 by NCBE for its fiscal years ended December 31, 1993, 1992,
                 and 1991 including exhibits and all documents incorporated by
                 reference therein, and the proxy materials disseminated by
                 NCBE to its Stockholders in connection with the 1994 Annual
                 Meeting of Stockholders of NCBE; such Annual Report and proxy
                 materials do not misstate a material fact or omit to state a
                 material fact necessary in order to make the statements
                 contained therein, in light of the circumstances under which
                 they are made, not misleading.

         (i)     Since December 31, 1993, each of NCBE and its subsidiaries has
                 conducted business only in the ordinary course, and has
                 preserved its corporate existence, business and goodwill
                 intact, except for the sale by NCBE of the Ayer-Wagoner-Deal
                 Insurance Agency, Inc.

         (j)     NCBE and the NCBE Banks each have good and marketable title to
                 all assets and properties, whether real or personal, tangible
                 or intangible, including without limitation the capital stock
                 of the NCBE Banks and all other assets and properties
                 reflected in NCBE's Balance Sheet of December 31, 1993 or
                 acquired subsequent thereto (except to the extent that such
                 assets and properties have been disposed of





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                 for fair value in the ordinary course of business since
                 December 31, 1993) subject to no liens, mortgages, security
                 interests, encumbrances, pledges or charges of any kind,
                 except:  (i) those items that secure liabilities that are
                 reflected in said Balance Sheet; (ii) statutory liens for
                 taxes not yet delinquent; and (iii) minor defects and
                 irregularities in title and encumbrances which do not
                 materially impair the use thereof for the purposes for which
                 they are held; and such liens, mortgages, security interests,
                 encumbrances and charges are not in the aggregate, material to
                 the assets and properties of NCBE.  NCBE or the NCBE Banks as
                 lessee has the contractual right under valid leases to occupy,
                 use, possess and control all material property leased by NCBE
                 or the NCBE Banks.

         (k)     To the best of the knowledge after due inquiry of NCBE and its
                 executive officers, NCBE and the NCBE Banks have complied with
                 all laws, regulations and orders applicable to them and to the
                 conduct of their businesses, including without limitation, all
                 statutes, rules and regulations pertaining to the conduct of
                 banking activities except for possible technical violations
                 which together with any penalty which results therefrom are or
                 will be of no material consequence to either NCBE or the NCBE
                 Banks.  Neither NCBE nor any of the NCBE Banks are the subject
                 of, nor a party to, any regulatory action or agreement such as
                 letter agreements, memorandum of understanding, cease and
                 desist orders or like agreements.  Neither NCBE nor the NCBE
                 Banks are in default under, and no event has occurred which,
                 with the lapse of time or action by a third party, could, to
                 the best of NCBE's knowledge after due inquiry, result in the
                 default under the terms of any judgment, decree, order, writ,
                 rule or regulation of any governmental authority or court,
                 whether federal, state or local and whether at law or in
                 equity, where the default(s) could reasonably be expected to
                 have a material adverse effect on the financial conditions,
                 results of operations or business of NCBE or the NCBE Banks on
                 a consolidated basis.





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         (l)     NCBE has duly filed all federal, state, county and local
                 income, excise, real and personal property and other tax
                 returns and reports (including, but not limited to, social
                 security, withholding, unemployment insurance, and sales and
                 use taxes) required to have been filed by NCBE up to the date
                 hereof.  To the best of the knowledge and belief of NCBE all
                 such returns are true and correct in all material respects,
                 and NCBE has paid or, prior to the time the Merger shall
                 become effective, will pay all taxes, interest and penalties
                 shown on such return or reports or claimed (other than those
                 claims being contested in good faith and which have been
                 disclosed to White County) to be due to any federal, state,
                 county, local or other taxing authority, and there is, and at
                 the time the Merger shall become effective will be, no basis
                 for any additional claim or assessment which might materially
                 and adversely affect NCBE or the NCBE Banks, and for which an
                 adequate reserve has not been established.  To the best of its
                 knowledge and belief, NCBE has paid or made adequate provision
                 in its financial statements or its books and records for all
                 taxes payable in respect of all periods ending as of the date
                 thereof.  To the best of its knowledge and belief NCBE has, or
                 at the time the Merger shall become effective will have, no
                 material  liability for any taxes, interest or penalties of
                 any nature whatsoever, except for those taxes which may have
                 arisen up to the time the Merger shall become effective in the
                 ordinary course of business and are properly accrued on the
                 books of NCBE as of the time the Merger shall become
                 effective.

8.       Representations and Warranties of White County.  White County
         represents and warrants to NCBE as follows:

         (a)     White County is a banking corporation duly organized and
                 validly existing in good standing under the laws of the State
                 of Illinois.  White County has full power and authority
                 (including all licenses, franchises, permits and other
                 governmental authorizations which are legally required) to
                 engage in the





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                 businesses and activities now conducted by it.  As of the date
                 of this Agreement, the authorized capital stock of White
                 County consists of 9,600 shares of common stock with $100 par
                 value, of which a total of 9,600 shares are issued and
                 outstanding and none are shares of treasury stock owned by
                 White County.  All of said shares of capital stock are fully
                 paid and nonassessable and are not issued in violation of the
                 preemptive rights of any shareholder.  There are no
                 outstanding options, warrants or commitments of any kind
                 relating to White County's capital stock except as disclosed
                 in the letter to NCBE of even date herewith.

         (b)     White County has furnished to NCBE copies of all financial
                 statements relating to White County, as filed with the
                 appropriate regulatory agencies, as of and for the years ended
                 December 31, 1993 and 1992.  White County has furnished to
                 NCBE copies of all financial statements relating to White
                 County, as filed with the appropriate regulatory agencies, as
                 of and for the period ended June 30, 1994.  Each of the
                 aforementioned financial statements is prepared in accordance
                 with Generally Accepted Accounting Principles or applicable
                 regulatory accounting principles applicable to White County
                 consistently applied and is true and correct in  all material
                 respects and together present fairly the consolidated
                 financial position and results of operations of White County
                 as of the dates and for the periods therein set forth
                 (subject, in the case of such interim financial  statements,
                 to normal year-end adjustments). White County financial
                 statements do not, as of the dates thereof, include any
                 material asset or omit any material liability, absolute or
                 contingent, or other fact, the inclusion or omission of which
                 renders such financial statements, in light of the
                 circumstances under which they were made, misleading in any
                 material respect, except for certain off balance sheet
                 liabilities which are disclosed in White County's letter to
                 NCBE of even date herewith.  Since December 31, 1993, there
                 has not been any material adverse





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                 change in the financial condition, results of operations,
                 business or prospects of White County.

         (c)     The Board of Directors of White County has authorized
                 execution of this Agreement.  Subject to the approval by the
                 Stockholders of White County, White County has all requisite
                 power and authority to enter in this Agreement and the Merger
                 Agreement.  White County has the authority to consummate the
                 transactions contemplated hereby so that, provided all
                 required corporate and regulatory approvals are obtained,
                 neither the execution and delivery of this Agreement, the
                 Merger Agreement nor the consummation of the Merger will
                 conflict with, result in the breach of, constitute a default
                 under or accelerate the performance provided by the terms of
                 any law, or any rule or regulation of any governmental agency
                 or authority or any judgment, order or decree of any court or
                 other governmental agency to which White County may be
                 subject, any contract, agreement or instrument to which White
                 County is a party or by which White County is bound or
                 committed, or the Articles of Incorporation or Bylaws of White
                 County, or constitute an event which with the lapse of time or
                 action by a third party, could, to the best of White County's
                 knowledge, result in the default under any of the foregoing or
                 result in the creation of any lien, charge, encumbrance upon
                 any of the assets,  property or capital stock of White County,
                 except, however, in the case of contracts, agreements or
                 instruments, such defaults, conflicts or breaches which either
                 (i) will be cured or waived prior to the time the Merger
                 becomes effective, or (ii) if not so cured or waived would
                 not, in the aggregate, have any material adverse effect on the
                 financial condition, results of operations or business of
                 White County.

         (d)     Except as disclosed in White County's letter to NCBE of even
                 date herewith, there is no litigation, action, suit,
                 investigation or proceeding pending or, to the best of their
                 knowledge after due inquiry of White County and its executive
                 officers,





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                 overtly threatened, against or affecting White County or
                 involving any of their respective properties or assets, at law
                 or in equity, before any federal, state, municipal, local or
                 other governmental authority, involving a material amount
                 which, if resolved adversely to the interest of White County,
                 would materially affect the financial condition or operations
                 of White County and/or its ability to perform under this
                 Agreement or the Merger Agreement, and to the best of the
                 knowledge and belief after due inquiry of White County and its
                 executive officers, no one has asserted and no one has
                 reasonable or valid ground on which it reasonably can be
                 expected that anyone will assert any such claims against White
                 County based upon the wrongful action or inaction of White
                 County or its respective officers, directors or employees.

         (e)     White County has good and marketable title to all assets and
                 properties, whether real or personal, tangible or intangible
                 reflected in White County's Balance Sheet of December 31, 1993
                 or acquired subsequent thereto (except to the extent that such
                 assets and properties have been disposed of for fair value in
                 the ordinary course of business since December 31, 1993)
                 subject to no liens, mortgages, security interests,
                 encumbrances, pledges or charges of any kind, except: (i)
                 those items that secure liabilities that are reflected in said
                 Balance Sheet; (ii) statutory liens for taxes not yet
                 delinquent; and (iii) minor defects and irregularities in
                 title and encumbrances which do not materially impair the use
                 thereof for the purposes for which they are held; and such
                 liens, mortgages, security interests, encumbrances and charges
                 are not in the aggregate, material to the assets and
                 properties of White County.  White County as lessee has the
                 contractual right under valid leases to occupy, use, possess
                 and control all material property leased by White County.

         (f)     To the best of the knowledge after due inquiry of White County
                 and its executive officers, White County has complied with all
                 laws, regulations and orders





                                                                            A-15
<PAGE>   16

                 applicable to it and to the conduct of its business, including
                 without limitation, all statutes, rules and regulations
                 pertaining to the conduct of White County banking activities
                 except for possible technical violations which together with
                 any penalty which results therefrom are or will be of no
                 material consequence to White County.  Except as disclosed in
                 White County's letter to NCBE of even date herewith, White
                 County is not  the subject of nor is a party to, any
                 regulatory actions or agreement such as letter agreements,
                 memorandum of understanding, cease and desist order or like
                 agreements.  White County is not in default under, and no
                 event has occurred which, with the lapse of time or action by
                 a third party, could, to the best of White County's knowledge
                 after due inquiry, result in the default under the terms of
                 any judgment, decree, order, writ, rule or regulation of any
                 governmental authority or court, whether federal, state or
                 local and whether at law or in equity, where the default(s)
                 could reasonably be expected to have a material adverse effect
                 on the financial condition, results of operations or business
                 of White County.

         (g)     Except as disclosed in White County's letter to NCBE of even
                 date herewith, receipt of which is acknowledged by NCBE, White
                 County has not, since December 31, 1993 to the date hereof:
                 (i) issued or sold any of its capital stock or any corporate
                 debt securities; (ii) granted any option for the purchase of
                 capital stock; (iii) declared or set aside or paid any
                 dividend or other distribution in respect of its capital stock
                 except as permitted pursuant to Section 9(a) hereof or,
                 directly or indirectly, purchased, redeemed or otherwise
                 acquired any shares of such stock; (iv) incurred any
                 obligation or liability (absolute or contingent), except for
                 obligations reflected in this Agreement or the Merger
                 Agreement, and except for obligations or liabilities incurred
                 in the ordinary course of business, or mortgaged, pledged or
                 subjected to lien or encumbrance (other than statutory liens
                 for taxes not yet delinquent) any of its assets or properties;
                 (v) discharged or





                                                                            A-16
<PAGE>   17

                 satisfied any lien or encumbrance or paid any obligation or
                 liability (absolute or contingent), other than the current
                 portion of any long term liabilities which become due after
                 December 31, 1993, current liabilities included in its
                 financial statements as of December 31, 1993, current
                 liabilities incurred since the date thereof in the ordinary
                 course of business and liabilities incurred in carrying out
                 the transactions contemplated by this Agreement or the Merger
                 Agreement; (vi) sold, exchanged or otherwise disposed of any
                 of its material capital assets outside the ordinary course of
                 business; (vii) made any extraordinary officers' salary
                 increase or wage increase, entered into any employment
                 contract with any officer or salaried employee or, instituted
                 any employee welfare, bonus, stock option, profit-sharing,
                 retirement or similar plan or arrangement; (viii) suffered any
                 damage, destruction or loss, whether or not covered by
                 insurance, materially and adversely affecting its business,
                 property or assets or waived (except for fair consideration)
                 any rights of value which are material in the aggregate,
                 considering its business taken as a whole; or (ix) entered or
                 agreed to enter into any agreement or arrangement granting any
                 preferential  right to purchase any of its assets, properties
                 or rights or requiring the consent of any party to the
                 transfer and assignment of any such assets, properties or
                 rights.

         (h)     Except as disclosed in White County's letter to NCBE of even
                 date herewith, White County is not a party to or bound by any
                 written or oral:  (i) employment or consulting contract which
                 is not terminable by it on 60 days or less notice, (ii)
                 employee bonus (other than an annual bonus to be paid to
                 employees of White County for the year 1994, in amounts and on
                 dates consistent with past practice, which bonuses are payable
                 at the discretion of the White County board of directors),
                 deferred compensation, pension, stock bonus or purchase,
                 profit-sharing, retirement or stock option plan, (iii) other
                 employee benefit or welfare plan, or (iv) other executory
                 material agreements which in any case obligate





                                                                            A-17
<PAGE>   18

                 White County to make any payment(s) which in the aggregate
                 exceed $10,000 per year except for contracts terminable on 60
                 days notice.  All such pension, stock bonus or purchase,
                 profit-sharing, defined benefit and retirement plans set forth
                 under the caption "Qualified Plans" in the White County
                 Document List (hereinafter referred to collectively as the
                 "plan") are qualified plans under Section 401(a) of the
                 Internal Revenue Code and in compliance in all material
                 respects with ERISA.  All material notices, reports and other
                 filings required under applicable law to be given or made to
                 or with any governmental agency with respect to the plans have
                 been timely filed or delivered where failure to file would
                 result in a penalty  and/or result in disqualification of the
                 plan.  White County has no knowledge either of any
                 circumstances which would adversely affect the qualification
                 of the plans or their compliance with ERISA, or of any
                 unreported "reportable event" (as such term is defined in
                 Section 4043(b) of ERISA) or, except as disclosed in White
                 County's letter to NCBE of even date herewith,  any
                 "prohibited transaction" (as such term is defined in Section
                 406 of ERISA and Section 4975(c) of the Internal Revenue Code)
                 which has occurred since the date on which said sections
                 became applicable to the plans.  The plans meet the minimum
                 funding standards set forth in the Internal Revenue Code and
                 ERISA.

         (i)     White County has duly filed all federal, state, county and
                 local income, excise, real and personal property and other tax
                 returns and reports (including, but not limited to, social
                 security, withholding, unemployment insurance, and sales and
                 use taxes) required to have been filed by White County up to
                 the date hereof.  Except as set forth in White County's letter
                 to NCBE of even date herewith, receipt of which  is
                 acknowledged by NCBE, to the best of the knowledge and belief
                 of White County all such returns are true and correct in all
                 material respects, and White County has paid or, prior to the
                 time the Merger shall become





                                                                            A-18
<PAGE>   19

                 effective, will pay all  taxes, interest and penalties shown
                 on such return or reports or claimed together than those
                 claims being contested in good faith and which have been
                 disclosed to NCBE to be due to any federal, state, county,
                 local or other taxing authority, and there is, and at the time
                 the Merger shall become effective will be, no basis for any
                 additional claim or assessment which might materially and
                 adversely affect White County and for which an adequate
                 reserve has not been established.  To the best of its
                 knowledge and belief,  White County has paid or made adequate
                 provision in its financial statements or its books and records
                 for  all taxes payable in respect of all periods ending as of
                 the date thereof.  To the best of its knowledge and belief,
                 White County has, or at the time the Merger shall become
                 effective will have,  no material liability for any taxes,
                 interest or penalties of any nature whatsoever, except for
                 those taxes which may have arisen up to the time the Merger
                 shall become effective in the ordinary course of business and
                 are properly accrued on the books of White County as of the
                 time the Merger shall become effective.

         (j)     To the best of its knowledge and belief, but without
                 having undertaken an environmental audit, White County has no
                 knowledge of any underground storage tanks, any hazardous
                 substances, hazardous waste, pollutant or contaminant,
                 including, but not limited to, asbestos (except as previously
                 disclosed to NCBE in a letter of even date herewith), PCB's or
                 urea formaldehyde, having been generated, released into,
                 stored or deposited over, upon or below (in storage tanks or
                 otherwise) White County's premises or any other real property
                 owned or leased by White County other than other real estate
                 owned, for which no investigation was conducted by White       
                 County, but for which White County has no knowledge of such,
                 or into any water systems on or below the surface of the White
                 County premises or any other real property owned or leased by
                 White County other than other real estate owned, for which no
                 investigation was conducted by White 





                                                                            A-19
<PAGE>   20

                 County, but for which White County has no knowledge of such    
                 from any source whatsoever.  As used in this Agreement, the
                 terms "hazardous substance," "hazardous waste," "pollutant"
                 and "contaminant" mean any substance, waste, pollutant or
                 contaminant included within such terms under any applicable
                 Federal, state or local statute or regulation.

         (k)     White County has in effect insurance coverage with reputable
                 insurers, which in respect of amounts, premiums, types and
                 risks insured, constitutes reasonably adequate coverage
                 against all risks customarily insured against companies
                 comparable in size and operation to White County.

         (l)     Except as disclosed in White County's letter to NCBE of even
                 date herewith, White County has not incurred and will not
                 incur any liability for brokerage, finders', agents', or
                 investment bankers' fees or commissions in connection with
                 this Agreement or the Merger Agreement or the transactions
                 contemplated hereby and thereby.

         (m)     The directors of White County executing this Agreement shall
                 vote the shares of White County held directly by them in favor
                 of adoption of the Agreement.

9.       Action by White County Pending Effective Time.  White County agrees
         that from the date of this Agreement until the time the Merger shall
         become effective, except with prior written permission of NCBE:

         (a)     Beginning with the date hereof and until such time as the
                 Merger shall become effective, White County will not declare
                 or pay any dividends or make any distributions other than
                 regular cash dividends, payable at such times and in amounts
                 consistent with past practice and not to exceed the per share
                 rate paid in the prior calendar year, provided, however, that
                 Stockholders of White County may for any given quarter,
                 receive dividends attributable to that quarter only from NCBE
                 or White County, but not from both.  If, prior to the
                 consummation of the Merger, White County shall declare a stock
                 dividend or make distributions upon





                                                                            A-20
<PAGE>   21

                 or subdivide, split up, reclassify or combine its shares of
                 common stock in any security convertible into its common
                 stock, appropriate adjustment or adjustments will be made in
                 the foregoing per share dividend rate.

         (b)     White County will not issue, sell, grant any option for, or
                 acquire for value any shares of its capital stock or otherwise
                 effect any change in connection with its capitalization.

         (c)     Except as otherwise set forth in or contemplated by this
                 Agreement or the Merger Agreement, White County will carry on
                 its businesses in substantially the same manner as heretofore,
                 keep in full force and effect insurance comparable in amount
                 and scope of coverage to that now maintained by it and use its
                 best efforts to maintain and preserve its business
                 organization intact.

         (d)     White County will not:  (i) enter into any transaction other
                 than in the ordinary course of business or incur or agree to
                 incur any obligation or liability except liabilities incurred
                 and obligations entered into in the ordinary course of
                 business; (ii) change its lending, investment, liability
                 management and other material White County banking policies in
                 any material respect; (iii) except as committed for adjustment
                 as of the date hereof and consistent with prior practice,
                 grant any general or uniform increase in the rates of pay of
                 employees; (iv) except as disclosed in White County's letter
                 to NCBE of even date herewith, incur or commit to any capital
                 expenditures other than in the ordinary course of business
                 (which in no event shall include the establishment of new
                 branches and such other facilities or any capital expenditures
                 for any purpose which exceed 1% of White County's combined
                 capital, surplus and undivided profit accounts as of December
                 31, 1993), or (v) merge into, consolidate with or sell its
                 assets to any other corporation or person, or permit any other
                 corporation to be merged or consolidated with it or acquire
                 all of the assets of any other corporation or person.





                                                                            A-21
<PAGE>   22

         (e)     White County will not change its method of accounting in
                 effect at December 31, 1993 except as required by changes in
                 generally accepted accounting principles and concurred in by
                 White County's independent auditors, or change any of its
                 methods of reporting income and deductions for Federal income
                 tax purposes from those employed in the preparation of White
                 County's Federal income tax returns for the taxable year
                 ending December 31, 1993, except for changes required by law.

         (f)     White County will afford NCBE, its officers and other
                 authorized representatives, such access to all books, records,
                 tax returns, leases, contracts and documents of White County
                 and will furnish to NCBE such information with respect to the
                 assets and business of White County as NCBE may from time to
                 time reasonably request in connection with this Agreement or
                 the Merger Agreement and the transactions contemplated hereby
                 or thereby.

         (g)     White County will promptly advise NCBE in writing of all
                 material actions taken by the directors and Stockholders of
                 White County, furnish NCBE with copies of all interim
                 financial statements of White County as they become available,
                 and keep NCBE fully informed concerning all developments which
                 in the opinion of White County may have a material effect upon
                 the business, properties or condition (either financial or
                 otherwise) of White County.

10.      Action by NCBE Pending Effective Time.  NCBE agrees that from the date
         of this Agreement until the time the Merger shall become effective:

         (a)     NCBE will carry on its business in substantially the same
                 manner as heretofore except as otherwise set forth in or
                 contemplated by this Agreement,  and NCBE will keep in full
                 force and effect insurance comparable in amount and scope of
                 coverage to that now maintained by it and use its best efforts
                 to maintain and preserve its business organization intact.
                 White County acknowledges that, in the ordinary course of its
                 business as a bank holding company, NCBE from time-to-





                                                                            A-22
<PAGE>   23

                 time, enters into an agreement(s) to acquire by merger, stock
                 purchase or like means, another financial institution or its
                 holding company.

         (b)     NCBE will not change its methods of accounting in effect at
                 December 31, 1993, except as required by changes in generally
                 accepted accounting principles as concurred in by NCBE's
                 independent auditors, or change any of its methods of
                 reporting income and deductions for Federal income tax
                 purposes from those employed in the preparation of the Federal
                 income tax returns of NCBE Banks for the taxable year ending
                 December 31, 1993, except for changes required by law or take
                 any action which could jeopardize the tax free nature of the
                 Merger or the pooling of interests accounting treatment for
                 the Merger.

         (c)     NCBE will promptly advise White County in writing of all
                 material corporate actions taken by the directors of NCBE,
                 furnish White County with copies of interim financial
                 statements of NCBE and all reports, schedules and statements
                 filed by or delivered to NCBE pursuant to the Securities and
                 Exchange Act of 1934 and the rules and regulations promulgated
                 thereunder, as they become available, and keep White County
                 fully informed concerning all developments which in the
                 opinion of NCBE may have a material effect upon the business,
                 properties or condition (either financial or otherwise) of
                 NCBE.

11.      Conditions to Obligations of NCBE.  The obligations of NCBE under this
         Agreement and the Merger Agreement are subject, unless waived by NCBE,
         to the satisfaction of the following conditions on or prior to the
         time the Merger shall become effective:

         (a)     There shall not have been any material adverse change or
                 discovery of a condition or the occurrence of an event which
                 has or is likely to result in such a change, in the financial
                 condition, aggregate net assets, Stockholders' equity,
                 business or operating results of White County from December
                 31, 1993 to the time the Merger shall become effective.





                                                                            A-23
<PAGE>   24

         (b)     White County shall not have paid cash dividends from the date
                 hereof to the time the Merger shall become effective except as
                 permitted under this Agreement.

         (c)     All representations by White County contained in this
                 Agreement and the Merger Agreement shall be true in all
                 material respects at, or as of, the time the Merger shall
                 become effective as though such representations were made at
                 and as of said date, except for changes contemplated by this
                 Agreement or the Merger Agreement and except also for
                 representations as of a specified time other than the time the
                 Merger shall become effective, which shall be true in all
                 material respects at such specified time.

         (d)     NCBE shall have received the opinion of legal counsel for
                 White County, dated the time the Merger shall become
                 effective, substantially to the effect set forth in Exhibit A
                 hereto.

         (e)     White County shall have performed or satisfied in all material
                 respects all agreements and conditions required by this
                 Agreement or the Merger Agreement to be performed or satisfied
                 by it at or prior to the time the Merger shall become
                 effective.

         (f)     At the time the Merger shall become effective, no suit, action
                 or proceeding shall be pending or overtly threatened before
                 any court or other governmental agency by the federal or state
                 government in which it is sought to restrain or prohibit the
                 consummation of the Merger, and no other suit, action or
                 proceeding shall be pending or overtly threatened and no
                 liability or claim shall have been asserted against White
                 County which NCBE shall in good faith determine, with advice
                 of counsel:  (i) has a reasonable likelihood of being
                 successfully prosecuted and (ii) if successfully prosecuted,
                 would materially and adversely affect the benefits hereunder
                 intended for NCBE.

         (g)     Prior to the time the Merger shall become effective, NCBE
                 shall not have been deprived of adequate opportunity to
                 conduct such review and examination of the





                                                                            A-24
<PAGE>   25

                 business, properties, and condition (financial or otherwise)
                 of White County as NCBE shall have deemed prudent, and such
                 review and examination shall not have disclosed matters which
                 are inconsistent in any material respect with any of the
                 representations and warranties of White County contained in
                 this Agreement or the Merger Agreement.  Immediately prior to
                 the time the Merger shall become effective, White County shall
                 be entitled to receive from NCBE a statement as to  whether
                 the condition set forth herein has been satisfied.

         (h)     Holders of White County Common Stock who are entitled to
                 exercise in the aggregate not more than 5% of the voting power
                 of the issued and outstanding White County Common Stock as of
                 the time the Merger shall become effective shall have taken
                 steps to perfect their rights as dissenting Stockholders
                 pursuant to the provisions of Section 5/29 of the Illinois
                 Banking Act so that if, at the time the Merger shall become
                 effective, holders of more than 5% of such shares shall have
                 taken such steps, NCBE may, at its option, refuse to
                 consummate the Merger.

         (i)     White County shall have furnished NCBE certificates, signed on
                 its behalf by the Chairman or President and the Secretary or
                 an Assistant Secretary of White County and dated the time the
                 Merger shall become effective, to the effect that to the best
                 of their knowledge, after due inquiry, the conditions
                 described in Paragraphs (a), (b), (c), and (f) of this Section
                 11 have been fully satisfied.

         (j)     NCBE shall have received assurances,  satisfactory to it, that
                 the Merger will be accounted for as a pooling of interest.

12.      Conditions to Obligations of White County.  The obligations of White
         County under this Agreement or the Merger Agreement are subject,
         unless waived by White County, to the satisfaction on or prior to the
         time the Merger shall become effective of the following conditions:

         (a)     There shall not have been any material adverse change or
                 discovery of a condition or the occurrence of an event which
                 has or is likely to result in such a change, in





                                                                            A-25
<PAGE>   26

                 the financial condition, aggregate net assets, Stockholders'
                 equity, business, or operating  results of NCBE from December
                 31, 1993 to the time the Merger shall become effective.

         (b)     All representations by NCBE contained in this Agreement and
                 the Merger Agreement shall be true in all material respects
                 at, or as of, the time the Merger shall become effective as
                 though such representations were made at and as of said date,
                 except for changes contemplated by this Agreement and the
                 Merger Agreement, and except also for representations as of a
                 specified time other than the time the Merger shall become
                 effective, which shall be true in all material respects at
                 such specified time.

         (c)     White County shall have received the opinion of Counsel for
                 NCBE dated the time the Merger shall become effective
                 substantially to the effect set forth in Exhibit B hereto.

         (d)     NCBE shall have performed or satisfied in all material
                 respects all agreements and conditions required by this
                 Agreement and the Merger Agreement to be performed or
                 satisfied by it at or prior to the time the Merger shall
                 become effective.

         (e)     At the time the Merger shall become effective, no suit, action
                 or proceeding shall be pending or overtly threatened before
                 any court or other governmental agency of the federal or state
                 government in which it is sought to restrain, prohibit or set
                 aside consummation of the Merger and no other suit, action or
                 proceeding shall be pending or overtly threatened and no
                 liability or claim shall have been asserted against NCBE which
                 White County shall in good faith determine, with advice of
                 counsel:  (i) has a reasonable likelihood of being
                 successfully prosecuted and (ii) if successfully prosecuted,
                 would materially and adversely affect the benefits hereunder
                 intended for White County and its Stockholders.





                                                                            A-26
<PAGE>   27

         (f)     NCBE shall have furnished White County a certificate, signed
                 by the Chairman or President and by the Secretary or Assistant
                 Secretary of NCBE and dated the time the Merger shall become
                 effective to the effect that to the best of their knowledge
                 after due inquiry the conditions described in Paragraphs (a),
                 (b), and (e) of this Section 12 have been fully satisfied.

13.      Conditions to Obligations of All Parties.  In addition to the
         provisions of Sections 11 and 12 hereof, the obligations of NCBE and
         White County to cause the transactions contemplated herein to be
         consummated shall be subject to the satisfaction of the following
         conditions on or prior to the time the Merger shall become effective:

         (a)     The parties hereto shall have received all necessary approvals
                 of governmental agencies and authorities of the transactions
                 contemplated by this Agreement and each of such approvals
                 shall remain in full force and effect at the time the Merger
                 shall become effective and such approvals and the transactions
                 contemplated thereby shall not have been contested by any
                 federal or state governmental authority by formal proceeding,
                 or contested by any other third party by formal proceeding
                 which the Board of Directors or the party asserting a failure
                 of a condition under this Section 13(a) shall in good faith
                 determine, with the advice of counsel:  (i) has a reasonable
                 likelihood of being successfully prosecuted and (ii) if
                 successfully prosecuted, would materially and adversely affect
                 the benefits hereunder intended for such party.  It is
                 understood that, if any contest as aforesaid is brought by
                 formal proceedings, NCBE may, but shall not be obligated to,
                 answer and defend such contest.  NCBE shall notify White
                 County promptly upon receipt of all necessary governmental
                 approvals.

         (b)     The registration statement required to be filed by NCBE
                 pursuant to Section 4(c) of this Agreement shall have become
                 effective by an order of the Securities and Exchange
                 Commission, the shares of NCBE Common Stock to be exchanged in
                 the Merger shall have been qualified or exempted under all
                 applicable state





                                                                            A-27
<PAGE>   28

                 securities laws, and there shall have been no stop order
                 issued or threatened by the Securities and Exchange Commission
                 that suspends or would suspend the effectiveness of the
                 registration statement, and no proceeding shall have been
                 commenced, pending or overtly threatened for such purpose.

         (c)     This Agreement and the Merger Agreement shall have been duly
                 adopted, ratified and confirmed by the requisite affirmative
                 votes of the Stockholders of White County.

         (d)     NCBE and White County shall have received the opinion called
                 for pursuant to Section 6 of this Agreement and there shall
                 exist as of, at or immediately prior to the time the Merger
                 shall become effective no facts or circumstances which would
                 render such opinion inapplicable in any respect to the
                 transactions to be consummated hereunder.

14.      Nonsurvival of Representations and Warranties. The respective
         representations and warranties of NCBE and White County set forth
         shall survive the time the Merger shall become effective for a period
         of one (1) year.

15.      Governing Law.  This Agreement shall be construed and interpreted
         according to the applicable laws of the State of Illinois.

16.      Assignment.  This Agreement and the Merger Agreement and all of the
         provisions hereof and thereof shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         permitted assigns, but neither this Agreement nor the Merger Agreement
         nor any of the rights, interest, or obligations hereunder or
         thereunder shall be assigned by either of the parties hereto without
         the prior written consent of the other party; provided, however, that
         NCBE shall not engage in a transaction pursuant to which its
         Stockholders exchange NCBE common stock for securities or property of
         another party whether by statutory share exchange, merger,
         consolidation, reorganization or the sale of substantially all the
         assets of NCBE without concurrently therewith assigning to the
         acquiring or surviving party, all of the obligations of NCBE under
         this Agreement.





                                                                            A-28
<PAGE>   29

17.      Satisfaction of Conditions; Termination.

         (a)     NCBE agrees to use its best effort to obtain satisfaction of
                 the conditions insofar as they relate to NCBE,  and White
                 County agrees to use its best efforts to obtain the
                 satisfaction of the conditions insofar as they relate to White
                 County.  If any material condition to the obligations of NCBE
                 set forth in Section 11 or 13 is not substantially satisfied
                 at the time or times contemplated thereby and such condition
                 is not waived by NCBE, or if any material condition to the
                 obligations of White County set forth in Section 12 or 13 is
                 not substantially satisfied at the time or times contemplated
                 thereby and such condition is not waived by White County, or
                 if at any time prior to the time the Merger shall become
                 effective, it shall become reasonably certain that such
                 condition will not be substantially satisfied and such
                 condition is not waived by NCBE or White County, as the case
                 may be, either NCBE or White County may terminate this
                 Agreement by written notice to the other party after the
                 expiration of fifteen (15) days written notice to the other
                 party during which time such other party shall have an
                 opportunity to cure such defect in said condition.  This
                 Agreement may be terminated and abandoned (either before or
                 after the meetings of Stockholders contemplated hereby) by
                 mutual written consent of NCBE and White County authorized by
                 their respective Boards of Directors.  In the event of such
                 termination caused otherwise than by breach of this Agreement
                 by any of the parties hereto, this Agreement shall cease and
                 terminate, the acquisition of White County as provided herein
                 shall not be consummated, and neither NCBE nor White County
                 shall have any further liability under this Agreement of any
                 nature whatever, including any liability for damages.  In the
                 event this Agreement is terminated, the duties of both parties
                 with respect to confidential information set forth in Sections
                 4(d) shall survive any such termination.  In addition to the
                 other grounds for termination of this Agreement set forth
                 herein, this Agreement can be terminated





                                                                            A-29
<PAGE>   30

                 by written notice by either party to the other, in each case
                 authorized by its Board of Directors, if the Merger shall not
                 have been consummated by June 30, 1995, or the date of such
                 notice, whichever is later.

         (b)     If termination of this Agreement shall be judicially
                 determined to have been caused by breach of this Agreement,
                 then, in addition to other remedies at law or equity for
                 breach of this Agreement, the party so found to have breached
                 this Agreement shall indemnify the other parties for their
                 respective costs, fees and expenses of its counsel,
                 accountants and other experts and advisors as well as fees and
                 expenses incident to negotiation, preparation and execution of
                 this Agreement and related actions and its Stockholders'
                 meetings and actions.

18.      Waivers Amendments.  Any of the provisions of this Agreement may be
         waived at any time by the party which is, or the Stockholders of which
         are, entitled to the benefit thereof, by resolution of the Board of
         Directors of such party.  This Agreement may be amended or modified in
         whole or in part by an agreement in writing executed in the same
         manner (but not necessarily by the same person) as this Agreement and
         which makes reference to this Agreement, pursuant to a resolution,
         adopted by the Boards of Directors of the respective parties,
         provided, however, such amendment or modification may be made in this
         manner by the respective Boards of Directors of NCBE and White County
         at anytime prior to a favorable vote of such party's Stockholders, but
         may be made after a favorable vote by the Stockholders of such party,
         only if, in the opinion of its Board of Directors, such amendment or
         modification will not have any material adverse effect on the benefits
         intended under this Agreement for the Stockholders of such party and
         will not require resolicitation of any proxies from such Stockholders.

19.      Entire Agreement.  This Agreement supersedes any other agreement,
         whether written or oral, that may have been made or entered into by
         NCBE and White County or by any officer or officers of such parties
         relating to the acquisition of the business or the capital stock of
         White County by NCBE.  Except for the letters specified in this
         Agreement





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<PAGE>   31

         (which shall include for purposes hereof the Merger Agreement) and of
         even date herewith, this Agreement constitutes the entire agreement by
         the parties, and there are no agreements or commitments except as set
         forth herein and therein.

20.      Captions; Counterparts.  The captions in this Agreement are for
         convenience only and shall not be considered a part of or affect the
         construction or interpretation of any provision of this Agreement.
         This Agreement may be executed in several counterparts, each of which
         shall constitute one and the same instrument.

21.      Notices.  All notices and other communications hereunder shall be
         deemed to have been duly given if forwarded by a nationally recognized
         overnight courier service.  All notices and other communications
         hereunder given to any party shall be communicated to the remaining
         party to this Agreement by mail in the same manner as herein provided.

                 a)  If to NCBE, to:

                 Mr. Robert A. Keil
                 President
                 National City Bancshares, Inc.
                 227 Main Street, P.O. Box 868
                 Evansville, Indiana  47705-0868
 
                 With copies to:

                 Martin D. Werner, Esq.
                 Werner & Blank Co., L.P.A.
                 7205 W. Central Avenue
                 Toledo, Ohio  43617

                 (b)  If to White County, to:

                 Mr. George H. Schanzle
                 Chairman
                 White County Bank
                 215 E Main Street
                 Carmi, Illinois  62821

                 With copies to:

                 Robert S. Cohen





                                                                            A-31
<PAGE>   32

                 Giffin, Winning, Cohen & Bodewes, P.C.
                 Suite 600 Myers Building
                 One West Old State Capitol Plaza
                 P.O. Box 2117
                 Springfield,   IL   62705

22.      Undertakings of Affiliates.  NCBE shall have received undertakings in
         writing from each of such persons, if any, as counsel for NCBE
         believes might reasonably be considered "affiliates" of White County
         within the meaning of Rule 145 of the Securities and Exchange
         Commission pursuant to the Securities Act of 1933, in each case in
         form and substance satisfactory to counsel for NCBE,  to the effect
         that so long as NCBE complies with its obligations under Section 4(j)
         hereof, (i) any disposition made by such person of any share of NCBE
         Common Stock received by such person pursuant to the Merger shall be
         made within the limits and in accordance with the applicable
         provisions of said Rule 145, as such Rule may be amended from time to
         time, and (ii) such person will not sell, assign or transfer any of
         such NCBE Common Stock until NCBE shall have published financial
         results including the combined operations of NCBE and White County for
         a period of at least 30 days following the time the Merger shall
         become effective.

23.      Publicity.  NCBE and White County agree to consult with and obtain the
         consent of the other, prior to any media release or other public
         disclosures as to the matters covered by this Agreement, except as may
         be required by law.

         IN WITNESS WHEREOF, this Agreement has been executed the day and year
first above written.

ATTEST:                                National City Bancshares, Inc.

NATIONAL CITY BANCSHARES, INC.         By: /s/ JOHN D. LIPPERT       
By: /s/ HAROLD A. MANN                    John D. Lippert, Chairman,
Its: Secretary and Treasurer              and Chief Executive Officer

ATTEST:                                White County Bank





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<PAGE>   33

WHITE COUNTY BANK                       By: /s/ GEORGE H. SCHANZLE
By: /s/ SHARON WINTER                       George H. Schanzle, Chairman
Its: Cashier                    





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<PAGE>   34


[As individuals and with respect solely to the understanding made in Section
8(m) of this Agreement.]

/s/ R. KEITH HOSKINS                         /s/ DONALD D. DRONE             
                                              
/s/ JAMES R. SCHANZLE                        /s/ PAUL D. HAYSE              

/s/ CHARLES H. ATTEBERRY                     /s/ FRANK BARBRE                

/s/ GEORGE H. SCHANZLE                       _______________________________

/s/ JAMES S. RUHOFF                          _______________________________

/s/ ANNE B. RUSSELL                          _______________________________


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<PAGE>   35

                                                                      APPENDIX A

                                MERGER AGREEMENT

         THIS MERGER AGREEMENT (this "Agreement") dated as of __________, 1994,
is by and between White County Interim Bank ("New Bank"), an Illinois state
banking corporation and wholly owned subsidiary of National City Bancshares,
Inc., an Indiana corporation ("NCBE") and White County Bank ("White County"),
an Illinois state banking corporation and is joined in by NCBE.

                                  WITNESSETH:

         WHEREAS, the Board of Directors of the New Bank and the Board of
Directors of White County have determined that it is in the best interests of
the New Bank and White County to merge New Bank with and into White County in
accordance with the provisions of the laws of the State of Illinois and the
Federal Deposit Insurance Act (the "Merger"); and

         WHEREAS, the Board of Directors of White County and the Board of
Directors of New Bank have each adopted a resolution approving this Agreement
and have directed that the Merger Agreement be submitted to the shareholders of
White County and New Bank entitled to vote in respect thereof for adoption and
approval;

         NOW, THEREFORE, the parties hereto, subject to the terms and
conditions contained herein, agrees as follows:

                                   ARTICLE I

                            Constituent Corporations

         White County and New Bank shall be the constituent banking
corporations with respect to the Merger.

                                   ARTICLE II

                                     Merger

         Effective as of the time of the filing of this Agreement with the
Commissioner of Banks and Trust Companies for the State of Illinois (the
"Effective Time"), New Bank shall be merged into White County and White County
shall be the surviving banking corporation (the "Surviving Corporation"), which
after the effective time of the Merger shall be known as "White County Bank."

                                  ARTICLE III

                        Articles of Incorporation, Etc.





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<PAGE>   36


1.       At the Effective Time, the Articles of Incorporation and Bylaws of
         White County shall constitute the Articles of Incorporation of the
         Surviving Corporation.

2.       The Surviving Corporation's main office shall be located at 215 E.
         Main Street, Carmi, Illinois, until otherwise changed in accordance
         with law.

3.       Attached hereto as Exhibit  A is a complete list of the Stockholders
         of White County as of the date of this Merger Agreement.

4.       Attached hereto as Exhibit B is a complete list of the Stockholders of
         The New Bank as of the date of this Merger Agreement.   

5.       Attached hereto as Exhibit C is a detailed pro forma financial
         Statement, based upon financial information as of _____________199_,
         showing the assets and liabilities of the Surviving Corporation after
         the Merger.

6.       At the Effective Time, the directors of White County then holding
         office shall constitute the directors of the Surviving Corporation,
         subject to the Surviving Corporation's Articles of Incorporation and
         Bylaws and applicable law as to the term and removal of directors.

                                   ARTICLE IV

        Manner of Converting and Exchanging Stock and Capital Structure

1.       Subject to the provisions of this Article IV, the manner of converting
and exchanging the shares of the constituent corporation's stock at the
Effective Time shall be as follows.

         Conversion and Exchange of Shares.
                                          

         (a)     At the time the Merger shall become effective;

                 (i)      All of the outstanding shares of White County Common
                          Stock shall, (subject to statutory dissenters rights
                          as provided by Section 29 of the Illinois Banking
                          Act; 205 ILCS 5/29, a copy of which is attached
                          hereto as Exhibit D), be exchanged, pro rata, for
                          264,000 shares, in the aggregate, of NCBE Common
                          Stock (or cash for fractional shares), provided
                          however that in the event that the per share weighted
                          average (based upon the number of shares traded) high
                          and low price of NCBE Common Stock, as reported by
                          the NASDAQ National Market System for the ten
                          business days immediately proceeding the effective
                          date the Merger, is lower than $38.00 or higher than
                          $48.00 per share, (adjusted for any and all stock
                          dividends and stock splits between the date hereof
                          and the effective time of the Merger), either party
                          hereto may elect to renegotiate the provisions hereof
                          relating to the number of shares of NCBE Common Stock
                          issuable





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<PAGE>   37

                          in the Merger or to terminate the Merger Agreement
                          and the transactions contemplated hereby.

                 (ii)     The shares of White County Common Stock issued and
                          outstanding immediately prior to the time the Merger
                          shall become effective shall continue to be issued
                          and outstanding shares of the Surviving Corporation
                          and shall be held by NCBE.

                 (iii)    The shares of New Bank held issued and outstanding
                          immediately prior to the effective time of the Merger
                          and held by NCBE shall be deemed canceled.

         (b)     No fractional shares or scrip representing fractional shares
                 of NCBE Common Stock will be issued by NCBE in connection with
                 the Merger, but in lieu thereof, any holder of White County
                 Common Stock entitled to such a fractional share shall, upon
                 surrender of the certificate or certificates formerly
                 representing such White County Common Stock, be paid cash,
                 without interest, by NCBE for such fractional share(s).  The
                 cash paid for fractional shares shall be based upon the
                 closing bid price of NCBE on the day the Merger shall become
                 effective or the trading day immediately preceding the day the
                 Merger shall become effective if such day shall not be a
                 trading day.

         (c)     As soon as practicable after the time the Merger shall become
                 effective, and subject to the provisions set forth above
                 relating to the fractional shares, NCBE, or an Exchange Agent
                 designated thereby, will distribute to the former holders of
                 White County Common Stock in exchange for and upon surrender
                 for cancellation by such holders of a certificate or
                 certificates formerly representing shares of White County
                 Common Stock the certificate(s) for shares of NCBE Common
                 Stock in accordance with the provisions regarding the exchange
                 of shares of White County Common Stock set forth in paragraph
                 1(a)(i) of this Merger Agreement.  Each certificate formerly
                 representing White County Common Stock (other  than
                 certificates representing shares of White County Common Stock
                 subject to the rights of dissenting shareholders) shall be
                 deemed for all purposes to evidence the ownership of the
                 number of whole shares of NCBE Common Stock and cash for
                 fractional share interests in NCBE Common Stock into which
                 such shares have been converted.  Certificates representing
                 shares of White County Common Stock held by a stockholder of
                 White County, shall be aggregated together in determining the
                 number of fractional shares for which such shareholder shall
                 receive cash as provided for herein.  Until surrender of the
                 certificate or certificates formerly representing shares of
                 White County Common Stock, the holder thereof shall not be
                 entitled to receive any dividend or other payment or
                 distribution payable to holders of NCBE Common Stock.  Upon
                 such surrender (or in lieu of surrender other provisions
                 reasonably satisfactory to NCBE as are made as  set forth in
                 the next following paragraph), there shall be paid to the
                 person entitled thereto the aggregate amount of dividends or
                 other





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<PAGE>   38

                 payments or distributions (in each case without interest)
                 which became payable after the time the Merger shall become
                 effective on the whole shares of NCBE Common Stock represented
                 by the certificates issued upon such surrender and exchange or
                 in accordance with such other provisions, as the case may be.
                 After the time the Merger shall become effective, the holders
                 of certificates formerly representing  shares of White County
                 Common Stock shall cease to have rights with respect to such
                 shares except such rights, if any, as a holder of
                 certificates formerly representing shares of White County
                 Common Stock may have as dissenting shareholders pursuant to
                 Illinois Banking Act and except as aforesaid, their sole
                 rights shall be to exchange said certificates for certificates
                 for shares of NCBE Common Stock in accordance with this Merger
                 Agreement.

                 Certificates formerly representing shares of White County
                 Common Stock surrendered for cancellation by each shareholder
                 entitled to exchange shares of White County Common Stock for
                 shares of NCBE Common Stock by reason of the Merger shall be
                 accompanied by such appropriate instruments of transfer as
                 NCBE  may reasonably require, provided, however, that if there
                 be delivered to NCBE by any person who is unable to produce
                 any such certificate formerly representing shares of White
                 County Common Stock for transfer (i) evidence to the
                 reasonable satisfaction of NCBE that any such certificate has
                 been lost, wrongfully taken or destroyed, and (ii) such
                 indemnity agreement as reasonably may be requested by NCBE to
                 save it harmless, and (iii) evidence to the reasonable
                 satisfaction of NCBE that such person is the owner of the
                 shares theretofore represented by each certificate claimed by
                 him to be lost, wrongfully taken or destroyed and that he is
                 the person who would be entitled to present each such
                 certificate and to receive shares of NCBE Common Stock
                 pursuant to this Merger Agreement, then NCBE, in the absence
                 of actual notice to it that any shares theretofore represented
                 by any such certificate have been acquired by a bona fide
                 purchaser, shall deliver to such person the certificate(s)
                 representing shares of NCBE Common Stock which such person
                 would have been entitled to receive upon surrender of each
                 such lost, wrongfully taken or destroyed certificate
                 representing shares of White County Common Stock.

2.       After the Effective Time, there shall be no transfers of the stock
         transfer books of New Bank of any certificates representing shares of
         New Bank Common Stock.  After the Effective Time, upon presentation to
         the Surviving Corporation of certificates formerly representing
         capital stock of New Bank, such certificates shall be canceled.

3.       The Resulting Corporation shall have a capital structure equal to the
         following:

         (a)     Common stock of $958,000, consisting of 9,600 shares of $100
                 par value all of which will be issued and outstanding
                 immediately following the Effective Time of the Merger; and

         (b)     Surplus of $1,540,000; and





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<PAGE>   39


         (c)     Undivided profits, including capital reserves, of $4,603,000,
                 adjusted for all earnings and losses between June 30, 1994,
                 and the Effective Time of the Merger.

                                   ARTICLE V

                                Effect of Merger

         From and after the Effective Time, the Surviving Corporation shall
have all of the rights, interests, privileges, powers, immunities and
franchises (public and private) of each of the constituent corporations, and
all property (real, personal and mixed), all debts due on whatever account, and
all other choses in action, of each of the constituent corporations.  All
interests of or belonging to or due to either of the constituent corporations
shall thereupon be deemed to be transferred to and vested in the Surviving
Corporation without act or deed and no title to any real estate or any interest
therein vested in either of the constituent corporations shall revert or be in
any way impaired because of the Merger.

                                   ARTICLE VI

                             Surviving Corporation

         From and after the Effective Time, the Surviving Corporation shall be
responsible for all obligations of each of the constituent corporations and
each claim existing and each action or proceeding pending by or against either
of the constituent corporations may be prosecuted as if the Merger had not
taken place, and the Surviving Corporation may be substituted in the place of
such constituent corporation.  No right of any creditor of either constituent
corporation and no lien upon the property of either constituent corporation
shall be impaired by the Merger.

                                  ARTICLE VII

                               Further Documents

         If at any time the Surviving Corporation shall consider or be advised
that any further assignments, conveyances or assurances in law are necessary or
desirable to vest, perfect or confirm of record in the Surviving Corporation
the title to any property or rights of the constituent corporations, or
otherwise to carry out the provisions hereof, the persons who were the proper
officers and directors of the constituent corporations immediately prior to the
Effective Time (or their successors in office) shall execute and deliver any
and all proper deeds, assignments and assurances in law, and do all things
necessary or proper, to vest, perfect or confirm title to such property or
rights in the Surviving Corporation, including, but not limited to, filing with
each court or other public tribunal, agency or officer by which White County or
New Bank have been appointed in the capacity of fiduciary or agent, and in the
court file of each estate, suit or proceeding in which any of them has been
acting, a statement setting forth the information required by law or otherwise
to carry out the provisions hereof.





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<PAGE>   40


                                  ARTICLE VIII

                                  Termination

         Notwithstanding the adoption and approval of this Agreement and the
Merger by the shareholders of White County and New Bank, this Agreement and the
Merger may be terminated:

         (a)     At any time prior to the Effective Time, by the mutual consent
                 of the Boards of Directors of White County and New Bank; or

         (b)     This Merger Agreement shall automatically terminate in the
                 event of the termination of the Agreement and Plan of
                 Reorganization dated _________, 1994 by and between White
                 County and NCBE to which it relates.





                                                                            A-40
<PAGE>   41


         (c)     At any time prior to the Effective Time, by White County or
                 New Bank if there shall have been a final judicial
                 determination (as to which all periods for appeal shall have
                 expired and no appeal shall be pending) that any material
                 provision of this Agreement or of the Merger is illegal,
                 invalid or unenforceable;

         In the event that this Agreement is terminated pursuant to this
Article VIII, the Merger provided for herein shall be abandoned automatically
and without any further act or deed by the parties hereto.

                                   ARTICLE IX

                    Conditions to Consummation of the Merger

         The Merger is subject to the approval of all required regulatory
authorities, including but not limited to the Commissioner of Banks and Trust
Companies for the State of Illinois and to the approval of the stockholders of
New Bank and White County in accordance with the Illinois Banking Act.  Each of
the merging banks agree to pay all examination expenses of the Illinois
Commissioner of Banks and Trust Companies incurred in connection with the
Merger.


         The consummation of the Merger pursuant to this Merger Agreement and
the obligations of the parties hereto is subject to the satisfaction of the
provisions and conditions of the Agreement and Plan of Reorganization by and
between White County and NCBE dated _______1994.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and attested to on their behalf by the following directors and
officers thereunto duly authorized as of the day and year first written above.


White County Bank:                         White County Interim Bank        
                                                                            
By: _____________________________          By: _____________________________
George H. Schanzle, President                Robert A. Keil, President     
                                                                            
Attest:                                    Attest:                          
                                                                            
_________________________________          _________________________________
by: _____________________________          by: _____________________________
its: ____________________________          its: ____________________________
                                           





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<PAGE>   42



         I, __________________, the duly appointed and incumbent Cashier of
White County State Bank, hereby certify that the Merger Agreement between White
County Bank and White County Interim Bank dated ______________, 1994, was
adopted and approved by the shareholders of White County Bank on ___________,
1995.



                                              ________________________________


         I, __________________________, the duly appointed and incumbent
Cashier of White County Interim Bank, hereby certify that the Merger
Agreement between White County Bank and White County Interim Bank, dated
___________, 1994, was adopted and approved by the unanimous written consent of
the sole shareholder of White County Interim Bank dated _________________,
1995.


                                              ________________________________

Joined in by National City Bancshares, Inc.


____________________________
by _________________________
its ________________________





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