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                                                                     Exhibit 4.5







               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 3

                            (Effective May 15, 2001)


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               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 3

                  National City Corporation, a Delaware corporation, hereby
adopts this profit sharing plan to be known as The National City Savings and
Investment Plan No. 3 (the "Plan") effective May 15, 2001.




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                   ARTICLE I. - DEFINITIONS AND CONSTRUCTION

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

         (1) ACCOUNT AND SUB-ACCOUNT: As defined in Section 5.2.

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

         (3) BEFORE-TAX CONTRIBUTIONS: Before-Tax Contributions provided for in
Section 3.1.

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

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

         (6) BUSINESS DAY: Each day during which both the Trust Department of
the Trustee and the New York Stock Exchange are open for regular conduct of
business.

         (7) CAPITAL PRESERVATION FUND: (a) One of the Investment Funds provided
for under the Plan. The Capital Preservation Fund shall be invested and
reinvested principally in "Guaranteed Investment Contracts" and "Bank Investment
Contracts", as defined below, but, shall not be invested in any security or
obligations of any Controlled Group Member. Obligations



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or instruments which are appropriate investments for the Money Market Fund may
be purchased and held in the Capital Preservation Fund pending the selection and
purchase of suitable investments under the preceding sentence or for the purpose
of maintaining sufficient liquidity to provide for the payment of withdrawals,
or for transfers, from the Capital Preservation Fund and for expenses incurred
in connection with the investment and management of the Capital Preservation
Fund. Investments of the Capital Preservation Fund shall be held to maturity
under usual circumstances. The Trustee shall at all times have the
responsibility of maintaining in cash and readily marketable investments such
part of the investments of the Capital Preservation Fund as shall be deemed by
the Trustee to be necessary to provide adequately for the needs of Participants
who have amounts invested in the Capital Preservation Fund and to prevent
inequities between such Participants.

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

         (c) The term "Bank Investment Contract" shall mean an agreement with a
federally insured bank or savings and loan association ("Bank or S/L") pursuant
to which the Trustee agrees to deposit funds of the Capital Preservation Fund
with such Bank or S/L under the following general terms and conditions: (i) the
deposit shall be a time deposit (a deposit which shall not be payable until the
passage of a stated period of time); (ii) interest shall be





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payable at a fixed or predetermined rate for that period of time; (iii)
principal amounts may be distributed at the end of the stated period of time or
prior thereto as provided in the agreement; and (iv) withdrawal of some or all
of the principal before the end of the stated period of time is permitted, but
subject to such restrictions as are stated in the agreement.

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

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

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

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

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

         (13) COVERED EMPLOYEE: (a) An Employee employed by the Military Banking
Division of National City Bank of Indiana at a location within the United
States, but excluding: (i) any person employed as a student intern, (ii) any
person who is a law enforcement officer employed by a local, county or state
government and who is hired by an Employer to perform off-duty security
services, (iii) any person who is an Employee of an Employer who is included in
its





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Special Project Employee Employment classification, (iv) an Employee who is
a nonresident alien and who receives no earned income (within the meaning of
Code Section 911(d)(2)) from the Controlled Group from sources within the United
States (within the meaning of Code Section 861(a)(3)), or (v) any person who is
a leased employee (within the meaning of Section 1.1(21)).

         (b) Notwithstanding the foregoing provisions of this Subsection, in the
event of acquisition by an Employer of all or part of the operating assets of
another business organization (which is not an Employer) or a merger of such
another business organization with an Employer, the Company shall determine
whether or not individuals who are employed in the business operation(s) thus
acquired or resulting and who would otherwise satisfy the definition of the term
Covered Employee hereunder should be considered Covered Employees under the
Plan; provided, however, that to the extent any individual employed in such a
business operation is not considered a Covered Employee pursuant to this
sentence, his employment in such business operation shall be deemed employment
in the employ of a Controlled Group Member; and, provided further, that no
action shall be taken pursuant to this sentence which would discriminate in
favor of Highly Compensated Employees.

         (14) CREDITED COMPENSATION: (a) Regular salary and regular
straight-time hourly wages paid by an Employer to an Employee. Unless otherwise
provided in the Plan, an Employee's Credited Compensation shall be calculated
prior to any reduction thereof made pursuant to a Salary Reduction Agreement
under the Plan or pursuant to any agreement under Code Section 125. In addition,
"Credited Compensation" shall include Variable Pay paid by an Employer to an
Employee; provided, however, that except as provided in the following sentence,
the amount of Variable Pay included in an Employee's Credited Compensation shall
be limited to $75,000.


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         (b) Notwithstanding the foregoing provisions of this Subsection,
Credited Compensation of an Employee taken into account for any purpose for any
Plan Year shall not exceed the annual compensation limitation in effect for such
Year under Code Section 401(a)(17), as adjusted by the Commissioner of Internal
Revenue for increases in the cost of living in accordance with Code Section
401(a)(17)(B). The annual compensation limitation in effect for a calendar year
applies to any period, not exceeding 12 months, over which compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the annual compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is 12.

         (15) DEATH BENEFICIARY: A Participant's Spouse or, if he has no Spouse
or if his Spouse consents (in the manner hereinafter described in this
Subsection) to the designation hereinafter provided for in this Subsection, such
person or persons (natural or legal) other than, or in addition to, his Spouse
as may be designated by a Participant as his Death Beneficiary under the Plan.
Such a designation may be made, revoked or changed (without the consent of any
previously designated Death Beneficiary, except as otherwise provided herein)
only by an instrument (in form provided by the Committee) which is signed by the
Participant, which, if he has a Spouse, includes his Spouse's written consent to
the action to be taken pursuant to such instrument (unless such action results
in the Spouse being named as the Participant's sole Death Beneficiary), and
which is filed with the Committee before the Participant's death. A Spouse's
consent required by this Subsection shall be signed by the Spouse, shall
acknowledge the effect of such consent, shall be witnessed by any person
designated by the Committee as a Plan representative or by a notary public and
shall be effective only with respect to such Spouse. A Spouse's consent is not
required if it is established to the satisfaction of a Plan representative that






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

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

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

         (18) EARLY RETIREMENT AGE AND EARLY RETIREMENT DATE: A Participant
shall attain Early Retirement Age upon his attainment of age 55 and completion
of 10 Employment





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Years and a Participant's Early Retirement Date shall be the first day of the
calendar month following the Participant's attainment of Early Retirement Age.

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

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

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





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         (22) EMPLOYER CONTRIBUTIONS: Matching Employer Contributions provided
for in Section 3.5 and Qualified Nonelective Contributions provided for in
Section 3.8.

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

         (24) ENROLLMENT DATE: The first day of any calendar month following an
Employee's completion of the eligibility requirements of Article II.

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

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

         (27) FIDUCIARY: Any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of the
Trust Fund, (b) renders investment advice for a fee or other compensation,
direct or indirect, with respect to the Trust Fund, or has authority or
responsibility to do so, or (c) has any discretionary authority or discretionary
responsibility in the administration of the Plan or the Trust Fund. The term
"Fiduciary" shall also include any person





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to whom a Named Fiduciary delegates any of its or his fiduciary responsibilities
hereunder in accordance with the provisions of the Plan or Trust Agreement as
long as such designation is in effect.

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

         (29) HARDSHIP: Immediate and heavy financial need on the part of a
Participant for:

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

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

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



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

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

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

         (30) HIGHLY COMPENSATED EMPLOYEE: (a) For a particular Plan Year, any
Employee who, (i) during the current or the preceding Plan Year, was at any time
a 5 percent owner (as such term is defined in Code Section 416(i)(1)), or (ii)
for the preceding Plan Year received compensation from the Controlled Group in
excess of the amount in effect for such Plan Year under Code Section
414(q)(1)(B) and was in the top paid group of Employees for such Plan Year;

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

               (c) For the purposes of this Subsection, the term "compensation"
shall mean an Employee's compensation under Section 4.9(3) (subject to the
limitations described in Section 1.1(14)(b)) and the term "top-paid group of
Employees" shall mean that group of Employees of the Controlled Group consisting
of the top 20 percent (20%) of such Employees when ranked on the basis of
compensation paid by the Controlled Group during the Plan Year.


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         (31) HOUR OF SERVICE: (a) An Employee shall be credited with one Hour
of Service for each hour for which he is paid or entitled to payment by a
Controlled Group Member: (i) for the performance of duties as an Employee; (ii)
for other than the performance of duties (for reasons such as vacation, sickness
or disability); or (iii) for back pay, irrespective of mitigation of damages,
awarded or agreed to by a Controlled Group Member. With respect to each Employee
whose compensation is not determined on the basis of certain amounts for each
hour worked during a given period and for whom hours of work are not required to
be counted and recorded by any federal law (other than ERISA), Hours of Service
shall be credited on the basis of 190 Hours of Service per month if he is paid
on a monthly basis, 45 Hours of Service per week if he is paid on a weekly
basis, or 10 Hours of Service per day if he is paid on a daily basis, for each
month, week or day (as the case may be) for which he receives compensation from
any Controlled Group Member. Employees shall be credited with Hours of Service
at the rates described in the preceding sentence for leaves of absence of up to
12 months or such longer period as may be required by law to be counted for this
purpose. No hour shall be counted more than once or be counted as more than one
Hour of Service, even though more than straight-time pay may be paid for it.

               (b) If an Employee is absent from work for any period in
accordance with an Employer's approved maternity or paternity leave policy (i)
by reason of the pregnancy of such Employee, (ii) by reason of the birth of a
child of such Employee, (iii) by reason of the placement of a child with such
Employee, (iv) for purposes of caring for a child for a period beginning
immediately following the birth or placement of such child, of (v) by reason of
any absence granted or taken in partial or complete compliance with The Family
and Medical Leave Act of 1993 or required to be provided in accordance with the
Americans With Disabilities Act, such Employee shall be credited with Hours of
Service (solely for the purposes of determining


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whether he or she has incurred a Break in Service) equal to the number of Hours
of Service which otherwise would normally have been credited to him but for such
absence, or if the number of such Hours of Service is not determinable, 8 Hours
of Service per normal workday of such absence, provided, however, that the total
number of Hours of Service credited to an Employee under this paragraph by
reason of any pregnancy, birth or placement shall not exceed 501 Hours of
Service. Hours of Service credited to an Employee pursuant to this paragraph
shall be treated as Hours of Service (A) only in the Employment Year in which an
absence from work described in this paragraph begins, if the Employee would be
prevented from incurring a Break in Service in such Employment Year solely
because he is credited with Hours of Service during such absence pursuant to
this paragraph, or (B) in any other case, in the immediately following
Employment Year. Hours of Service shall not be credited to an Employee under
this paragraph unless the Employee furnishes to the Committee such timely
information as the Committee may reasonably require to establish that the
Employee's absence from work is for a reason specified in this paragraph and the
number of days for which there was such an absence.

         (32) INVESTMENT FUND OR FUNDS: The Capital Preservation Fund, Equity
Fund, Fixed Income Fund, NCC Stock Fund, NPI Stock Fund, Money Market Fund and
any other fund established by the Committee under Section 5.1.

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



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

         (35) MATCHING ALLOCATION: Any allocation made to a Participant's
Account on account of the Participant's Before-Tax Contributions.

         (36) MATCHING EMPLOYER CONTRIBUTIONS: Employer Contributions provided
for in Section 3.5.

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

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

         (39) NCB INVESTMENT TRUST FUND: Any fund now or hereafter established
under the trust instrument executed by National City Bank on December 4, 1956,
and now entitled DECLARATION OF TRUST ESTABLISHING NCC INVESTMENT FUND FOR
RETIREMENT TRUSTS, as such trust instrument has been or may be amended and/or
restated.

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

         (41) NCC STOCK FUND: One of the Investment Funds provided for under the
Plan. The NCC Stock Fund shall be invested and reinvested only in shares of
common stock






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issued by the Company. However, obligations or instruments which
are appropriate investments for the Money Market Fund may be purchased and held
in the NCC Stock Fund pending the purchase of shares of such common stock.

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

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

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

         (45) PARTICIPANT: An Employee or former Employee who has become and
continues to be a Participant of the Plan in accordance with the provisions of
Article II or a Covered Employee who has made a Transfer Contribution.

         (46) PLAN: The National City Savings and Investment Plan No. 3, the
terms and provisions of which are herein set forth, as the same may be amended,
supplemented or restated from time to time.

         (47) PLAN YEAR: A calendar year.




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

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

         (50) SPECIAL PROJECT EMPLOYEE: An Employee hired for the performance of
duties relating to a specific, non-recurring project, and who is advised at or
prior to the commencement of his or her employment that such employment will
automatically terminate upon the completion of such project.

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

         (52) TRANSFER CONTRIBUTIONS: The Contributions provided for in Section
3.4.

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

         (54) TRUST AGREEMENT: The Trust Agreement or Agreements between the
Company and the Trustee or Trustees, as such Trust Agreement or Agreements may
be amended






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or restated from time to time, or any trust agreement or agreements superseding
the same. Each Trust Agreement is hereby incorporated in the Plan by reference.

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

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

         (57) VESTED INTEREST: The entire amount of a Participant's Account
which has not previously been withdrawn by him or distributed to or for him and
which is nonforfeitable. All amounts credited to a Participant's Account shall
be 100% nonforfeitable at all times.

         (58) VARIABLE PAY: Except as provided in the following sentence, the
term "Variable Pay" shall mean any overtime pay, bonuses, commissions, incentive
compensation payments or other forms of special compensation paid in cash by an
Employer to an Employee. Automobile allowances, parking allowances, relocation
expense payments, tuition reimbursements, signing bonuses, business expense
reimbursements, the value of flex-vacation sold, Employer-paid club dues, cash
payments upon the exercise of stock appreciation rights, cash payments upon the
exercise of or disposition of stock options, dividends paid upon restricted
stock, cash payments under any long-term incentive plan, deferred cash payments,
Mexican tax refunds, medical supplemental adjustment payments and amounts not
taxable to an Employee shall not be included in Variable Pay.


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


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

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

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

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




                                       18
<PAGE>   20

                  ARTICLE II. - ELIGIBILITY AND PARTICIPATION


         2.1 ELIGIBLE EMPLOYEES. An Employee shall become an Eligible Employee
under the Plan on the first Enrollment Date on which he meets the following
requirements:

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

                  (2) he has attained age 21, and

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

         2.2 COMMENCEMENT OF PARTICIPATION. Any Eligible Employee described in
Section 2.1 may enroll as a Participant in the Plan on the Enrollment Date on
which he is initially eligible or on any subsequent Enrollment Date by either
(A) filing with an Employer or the Committee in the month preceding such Date
(in accordance with rules established by the Committee) an enrollment form
prescribed by the Committee which form shall include (1) the effective date on
which the Eligible Employee is to become a Participant, (2) his election,
commencing on or after such effective date, to have Before-Tax Contributions
made by or for him to the Trust, (3)(a) his authorization, if any, to his
Employer to withhold from his unreduced Credited Compensation for each pay
period, commencing on or after such effective date, any designated Before-Tax
Contributions and to pay the same to the Trust Fund and/or (b) his agreement, if
any, commencing on or after such effective date, to reduce, or to forego an
increase in, his unreduced Credited Compensation and to have his Employer
contribute the same as Before-Tax Contributions to the Trust Fund, and (4) his
direction that the Before-Tax Contributions made by or for him be invested in
any one of the investment options permitted by Section 5.5, or (B) if available
to the Participant, enrolling as a Participant in the Plan by means of a voice
response telephonic system, established and supervised by the Committee, which






                                       19
<PAGE>   21

provides for the making of decisions (1) through (4) above by telephonic
communication, confirmed in a writing mailed to the Participant within three
days.

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

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

         2.4 ELIGIBILITY AFTER REEMPLOYMENT. If an Employee whose employment
with the Controlled Group was terminated is later reemployed, such earlier
period of employment shall be taken into account in computing eligibility to
participate. If such Employee satisfies the eligibility requirements of Section
2.1 (or, with respect to the Deferral-Only Participation, the eligibility
requirements of Section 2.6) as of date of his rehire, such Employee shall
become a Participant (or Deferral-Only Participant, as applicable) on the
Enrollment Date after he enrolls as a Participant pursuant to Section 2.2 (or,
as a Deferral-Only Participant, pursuant to Section 2.6).

         2.5 SPECIAL RULES FOR TRANSFERRED PARTICIPANTS. (1) In the event that a
Participant ceases to be an Eligible Employee hereunder due to a transfer of
employment to a classification of Employees that is eligible to participate in
another profit sharing retirement plan maintained by a Controlled Group Member
which is qualified under Code Sections 401(a) and 401(k) (a "Comparable Savings
Plan"), such Participant's Account shall be transferred to the






                                       20
<PAGE>   22

Comparable Savings Plan and such Participant shall no longer be considered a
Participant hereunder. Such transfer shall occur as of the day of such transfer
of employment.

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

         2.6 DEFERRAL-ONLY PARTICIPATION. Notwithstanding the provisions of
Section 2.2 above, an Employee who would be an Eligible Employee as described in
Section 2.1 but for his failure to satisfy the requirement under Subsection (3)
thereof, may enroll as a Deferral-Only Participant in the Plan on the first
Enrollment Date following the thirtieth (30th) day after he first performs an
Hour of Service for a Controlled Group Member or on any subsequent Enrollment
Date (other than any such Enrollment Date on which the Employee could enroll as
a Participant under Section 2.2 above) by either filing the forms described in
Section 2.2(A) or by enrolling by means of the voice response telephonic system
described in Section 2.2(B). A Deferral-Only Participant shall be entitled to
have Before-Tax Contributions made on his behalf in accordance with the
provisions of 3.1, 3.2 and 3.3 of the Plan. A Deferral-Only Participant shall
not be entitled to any Matching Employer Contributions under Section 3.6 of the
Plan (and no Before-






                                       21
<PAGE>   23

Tax Contributions by a Deferral-Only Participant shall be taken into account for
purposes of calculating the amount of any Matching Employer Contributions under
Section 3.5 of the Plan). A Deferral-Only Participant shall become a Participant
for purposes of Matching Employer Contributions as of the first Enrollment Date
following his completion of one Employment Year. For all other purposes, a
Deferral-Only Participant shall be treated as a Participant under the Plan.






                                       22
<PAGE>   24

                          ARTICLE III. - CONTRIBUTIONS

         3.1 BEFORE-TAX CONTRIBUTIONS. Upon enrollment pursuant to Section 2.2,
a Participant shall agree pursuant to a Salary Reduction Agreement to have his
Employer make Before-Tax Contributions to the Trust of up to 12% of his
unreduced Credited Compensation (in 1% increments) by means of pay period
payments of the elected percentage. If a Participant's Before-Tax Contributions
must be reduced to comply with the requirements of Section 4.1 or 4.2 or the
requirements of applicable law, his Before-Tax Contributions shall be reduced to
the next highest 1% increment of his unreduced Credited Compensation permitted
by such Section or law.

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

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


         (2) A Participant may at any time suspend his Before-Tax Contributions
by notifying the Committee or his Employer, pursuant to Committee rules, of his
desire to suspend such contributions. The eligibility for, and entitlement to,
future Before-Tax Contributions of a





                                       23
<PAGE>   25

Participant who has suspended such Contributions shall be limited as provided in
rules established by the Committee.

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

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

         (2) The Trustee shall also, at the direction of the Committee, accept
direct rollovers to the Plan pursuant to Code Sections 401(a)(31) and 402(c),
from any trust held under a Comparable Plan in which the Employee was a
participant provided that such direct rollover is made by a Covered Employee.
The Plan will accept such rollover contributions either entirely in cash or, in
a combination of cash and such other property (other than cash) as is acceptable
to the Committee.

         (3) A Participant who has ceased to be an Employee and who is eligible
for a lump sum distribution from the National City Non-Contributory Retirement
Plan may elect to transfer such lump sum distribution from the National City
Non-Contributory Retirement Plan to





                                       24
<PAGE>   26

the Plan in a direct rollover. The Trustee shall receive and thereafter hold and
administer as part of the Trust Fund for a Participant all cash transferred
pursuant to this Subsection (3).

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

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

         3.6 ALLOCATION OF MATCHING EMPLOYER CONTRIBUTIONS. Each Employer's
Matching Employer Contributions made for a month shall be allocated and credited
to the Account of each Participant for whom Before-Tax Contributions were made
during such month, with each such Participant being credited with a portion of
the Employer's Matching Employer Contribution equal to the applicable percentage
(determined under Section 3.5) of his Before-Tax Contributions for the preceding
calendar month.




                                       25
<PAGE>   27

         3.7 REDUCTION OF EMPLOYER CONTRIBUTIONS. The amount of Employer
Contributions determined to be payable to the Trust Fund shall be reduced by
amounts which have been forfeited or held in a suspense account in accordance
with the terms of the Plan.

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

         3.9 ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS. Qualified
Nonelective Contributions shall be allocated to the Accounts of Participants who
are designated by an Employer as eligible to share therein in such amounts as
such Employer directs.

         3.10 CONTRIBUTIONS IN NCC STOCK. Contributions made by the Employers
hereunder shall be made in cash or in shares of NCC Stock. If a Contribution is
made in the form of NCC Stock, such contribution shall be equal to the fair
market value of such NCC Stock. Fair market value of NCC Stock shall be equal to
the last quoted price of such Stock on the date of contribution.





                                       26
<PAGE>   28

                   ARTICLE IV. - LIMITATIONS ON CONTRIBUTIONS

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

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

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




                                       27
<PAGE>   29
income allocable thereto) shall be forfeited and applied to reduce subsequent
Matching Employer Contributions required under the Plan.

         4.2 EXCESS BEFORE-TAX CONTRIBUTIONS.

         (1) Notwithstanding the provisions of Article III,

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

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

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

         (2) For the purposes of this Section, the actual deferral percentage
for a specified group of Eligible Employees for a Plan Year shall be the average
of the ratios





                                       28
<PAGE>   30

(calculated separately for each Eligible Employee in such group) of (a) the
amount of Before-Tax Contributions and, at the election of an Employer, any
Qualified Nonelective Contributions actually paid to the Trust for each such
Eligible Employee for such Plan Year (including any "excess deferrals" described
in Section 4.1) to (b) the Eligible Employee's compensation for such Plan Year.
For the purposes of this Section and Section 4.3, the term "compensation" shall
mean the sum of an Eligible Employee's compensation under Section 4.9(3) and his
Before-Tax Contributions (subject to the limitations described in Section
1.1(14)(b)).

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

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



                                       29
<PAGE>   31

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

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

         4.3 EXCESS MATCHING ALLOCATIONS. (1) Notwithstanding the provisions of
Article III, the contribution percentage (as defined in Subsection (2) of this
Section) for the group of Highly Compensated Eligible Employees (as defined in
Section 4.2(3)) for such Plan Year shall not exceed the greater of (a) 125
percent of the contribution percentage for all other Eligible Employees for the
preceding Plan Year or (b) the lesser of 200 percent of the contribution
percentage for all other Eligible Employees for the preceding Plan Year, or the
contribution percentage for the preceding Plan Year for all other Eligible
Employees plus 2 percentage points. If two or more plans of the Controlled Group
to which matching contributions, employee after-tax contributions or before-tax
contributions (as defined in Section 4.1(1)) are made are treated as one plan
for purposes of Code Section 410(b), such plans shall be treated as one plan for
purposes of this Subsection; and if a Highly Compensated Eligible Employee
participates in two or more





                                       30
<PAGE>   32

plans of the Controlled Group to which such contributions are made, all such
contributions shall be aggregated for purposes of this Subsection.

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

         (3) In the event that excess aggregate contributions (as such term is
hereinafter defined) are made to the Trust for any Plan Year, then, prior to
March 15 of the following Plan Year, such excess contributions (and any income
allocable thereto) shall be forfeited (if forfeitable) and applied as provided
in Section 3.7 or (if not forfeitable) shall be distributed to the Highly
Compensated Eligible Employees on the basis of the respective portions of the
excess contributions attributable to each such Eligible Employee. For the
purposes of this Subsection, the term "excess aggregate contributions" shall
mean, for any Plan Year, the excess of (a) the aggregate amount of the Matching
Allocations made for Highly Compensated Eligible Employees for such Plan Year
over (b) the maximum amount of such Matching Allocations permitted for such Plan
Year under Subsection (1) of this Section, determined by reducing Matching
Allocations made for Highly Compensated Eligible Employees in order of the
dollar amount of such Matching Allocations made for Highly Compensated Eligible
Employees beginning with the highest dollar amount of such Matching Allocations.

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




                                       31
<PAGE>   33

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

         4.4 MULTIPLE USE OF THE ALTERNATIVE LIMITATION.

         (1) Notwithstanding the provisions of Article III or the foregoing
provisions of this Article IV, if, after the application of Sections 4.1, 4.2
and 4.3, the sum of the actual deferral percentage and the contribution
percentage for the group of Highly Compensated Eligible Employees (as defined in
Section 4.2(3)) exceeds the aggregate limit (as defined in Subsection (2) of
this Section), then the contributions made for such Plan Year for Highly
Compensated Eligible Employees will be reduced so that the aggregate limit is
not exceeded. Such reductions shall be made first in Before-Tax Contributions
(but only to the extent that they are not matched by Matching Allocations) and
then in Matching Allocations. Reductions in contributions shall be made in the
manner provided in Section 4.2 or 4.3, as applicable. The amount by which each
such Highly Compensated Eligible Employee's contribution percentage amount is
reduced shall be treated as an excess contribution or an excess aggregate
contribution under Section 4.2 or 4.3, as applicable. For the purposes of this
Section, the actual deferral percentage and contribution percentage of the
Highly Compensated Eligible Employees are determined after any reductions
required to meet those tests under Sections 4.2 and 4.3. Notwithstanding the
foregoing provisions of this Section, no reduction shall be required by this
Subsection if either (a) the actual deferral percentage of the Highly
Compensated Eligible Employees for the Plan Year does not exceed 1.25 multiplied
by the actual deferral percentage of the non-Highly Compensated Eligible
Employees for the preceding Plan Year, or (b) the contribution percentage of the
Highly Compensated Eligible Employees for the Plan Year does not exceed 1.25
multiplied by the





                                       32
<PAGE>   34

contribution percentage of the non-Highly Compensated Eligible Employees for the
preceding Plan Year.

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

         (3) The limitations set forth in subsections (1) and (2) above shall
not apply to any Participant to the extent that the Plan satisfies the
alternative method for meeting the actual deferral percentage test as set forth
in Code Section 401(k)(12) or one of the alternative methods for meeting the
contribution percentage test as set forth in Code Sections 401(m)(10) and
401(m)(11).

         4.5 MONITORING PROCEDURES. (1) In order to ensure that at least one of
the actual deferral percentages specified in Section 4.2(1) and at least one of
the contribution percentages specified in Section 4.3(1) and the aggregate limit
specified in Section 4.4(2) are satisfied for each Plan Year, the Company shall
monitor (or cause to be monitored) the amount of Before-Tax Contributions and
Matching Allocations being made to the Plan by or for each Eligible Employee
during each Plan Year. In the event that the Company determines that neither of
such actual deferral percentages, neither of such contribution percentages or
such aggregate limit will be satisfied for a Plan Year, and if the Committee in
its sole discretion determines that it is necessary or desirable, the Before-Tax
Contributions and/or the Matching Allocations made






                                       33
<PAGE>   35

thereafter by or for each Highly Compensated Eligible Employee (as defined in
Section 4.2(3)) may be reduced (pursuant to non-discriminatory rules adopted by
the Company) to the extent necessary to decrease the actual deferral percentage
and/or the contribution percentage for Highly Compensated Eligible Employees for
such Plan Year to a level which satisfies either of the actual deferral
percentages, either of the contribution percentages and/or the aggregate limit.

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

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

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




                                       34
<PAGE>   36

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

         4.8 RETURN OF CONTRIBUTIONS TO EMPLOYERS. (1) Except as specifically
provided in this Section or in the other Sections of the Plan, the Trust Fund
shall never inure to the benefit of the Employers and shall be held for the
exclusive purposes of providing benefits to Employees, Participants and their
Beneficiaries and defraying reasonable expenses of administering the Plan.

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





                                       35
<PAGE>   37

deductible amount not have been contributed, the amount to be returned to the
Employer pursuant to this Section shall be limited so as to avoid such
reduction.

         4.9 MAXIMUM ADDITIONS. (1) Notwithstanding the provisions of Article
III or the foregoing provision of this Article IV, the maximum annual addition
(as defined in Subsection (2) of this Section) to a Participant's Account for
any Plan Year (which shall be the limitation year) shall in no event exceed the
lesser of (a) $30,000 (as adjusted pursuant to Code Section 415(d)) or (b) 25%
of his compensation for such Plan Year.

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

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

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

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

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

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




                                       36
<PAGE>   38

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

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


                                       37
<PAGE>   39

constitute part of the annual additions (together with any gains attributable
thereto) shall be returned to him to the extent necessary to effectuate such
reduction.

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

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

         4.11 FUNDING POLICY. To the extent such has not already been done, the
Committee shall (1) determine, establish and carry out a funding policy and
method consistent with the objectives of the Plan and the requirements of
applicable law, and (2) furnish from time to time to the person responsible for
the investment of the assets held in the Trust Fund information such Committee
may have relative to the Plan's probable short-term and long-term financial
needs, including any probable need for short-term liquidity, and such
Committee's opinion (if any) with respect thereto.





                                       38
<PAGE>   40

                            ARTICLE V. - INVESTMENTS

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

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

                  (a) All or any part of the Equity Fund, the Fixed Income Fund,
         the Capital Preservation Fund, the Money Market Fund or any other
         Investment Funds which the Committee shall in its discretion have
         selected or established may, in the discretion of the Trustee, be
         invested in the NCB Investment Trust Fund or in shares of mutual funds,
         including any such mutual fund which may be advised by the Trustee or
         an affiliate of the Trustee. Funds in the Fixed Income Fund, the Equity
         Fund and the Capital Preservation






                                       39
<PAGE>   41

         Fund shall not be invested in the NCB Investment Trust Fund or a mutual
         fund unless such NCB Investment Trust Fund or mutual fund consists of
         the same general types of investments as are permitted under such
         Funds. Funds in the Money Market Fund may not be invested in an NCB
         Investment Trust Fund or a mutual fund unless such NCB Investment Trust
         Fund or mutual fund consists generally of investments principally in
         bonds, notes or other evidences of indebtedness which are payable on
         demand (including variable amount notes) or which have a maturity date
         not exceeding 91 days after the date of purchase.

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

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

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

                  (e) The Trustee is authorized to commingle the assets of the
         Trust with other trusts through the medium of the NATIONAL CITY
         CORPORATION INVESTMENT TRUST FOR RETIREMENT TRUSTS established by a
         trust instrument executed by National City Corporation and National
         City Bank (the "NCC Investment Trust"). To the extent of the equitable
         share of the Trust in the National City Corporation Investment Trust
         for Retirement






                                       40
<PAGE>   42

         Trusts, the NCC Investment Trust, as such document has been or may be
         amended, and the trust created thereunder, shall be deemed part of this
         Plan and Trust.

         5.2 ACCOUNT; SUB-ACCOUNT. The Trustee shall establish and maintain, or
cause to be maintained, an Account for each Participant, which Account shall
reflect, pursuant to Sub-Accounts established and maintained thereunder, the
amount, if any, of the Participant's (a) Before-Tax Contributions, (b) Matching
Allocations, (c) Qualified Nonelective Contributions and (d) Transfer
Contributions (unless the Trustee determines to maintain the cash or property
transferred to the Trust Fund as a Transfer Contribution pursuant to one or more
of the foregoing Sub-Accounts). The Trustee shall also maintain, or cause to be
maintained, separate records which shall show (i) the portion of each such
Sub-Account invested in each Investment Fund and (ii) the amount of
contributions thereto, payments and withdrawals and loans therefrom and the
amount of income, expenses, gains and losses attributable thereto. The interest
of each Participant in the Trust Fund at any time shall consist of his Account
balance (as determined pursuant to Section 5.4) as of the last preceding
Valuation Date plus credits and minus debits to such Account since that Date
plus the value of the Participant's Loan Account on the last preceding Valuation
Date on which the Administrator valued such Loan Account pursuant to Section
6.13 plus any amounts credited to such Loan Account and not invested in any
Investment Fund.

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




                                       41
<PAGE>   43

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

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

         (3) Except as may otherwise be provided by the Committee, Before-Tax
Contributions, Matching Allocations, Qualified Nonelective Contributions and
Transfer Contributions shall be credited to each Participant's Account and
allocated to the appropriate Investment Fund as of the first business day
following the Valuation Date coincident with or next





                                       42
<PAGE>   44

following the date the Trustee has received such amounts and appropriate
instructions as to the allocation of such amounts among the Investment Funds.

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

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

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





                                       43
<PAGE>   45

received, at which time it shall be allocated among the Investment Funds in
accordance with the foregoing provisions of this Section.

         (3) A participant may change his investment direction with respect to
all subsequent Before-Tax and Transfer Contributions made by or for him either
(A) by filing with the Committee or his Employer, on a form supplied or approved
by the Committee or his Employer, a signed investment direction revision, or (B)
if available to the Participant, by effecting such change by means of a voice
response telephonic system established by and established by the Committee, with
confirmation by means of a writing mailed to the Participant within five days.
Only one such investment direction revision may be made by a Participant for any
calendar day. Such investment direction revision shall affect only amounts
contributed after the direction and prior to a subsequent direction.

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

         5.6 TRANSFERS OF INVESTMENTS. (1) Each Participant shall have the right
from time to time to elect that all or a part of his interest in one or more of
the Investment Funds (including amounts attributable to Employer Contributions)
be liquidated and the proceeds thereof reinvested in any of the other Investment
Funds other than the NPI Stock Fund. Such an investment-mix adjustment shall not
affect investment of amounts received in the Trust as contributions, which shall
continue to be invested pursuant to Section 5.5. Notwithstanding the foregoing
provisions of this Section, a Participant may not elect that any part of his
interest in the Capital Preservation Fund be liquidated and that the proceeds
thereof reinvested in the Money Market Fund or the Fixed Income Fund. Further,
notwithstanding the foregoing provisions of this Section, a Participant may not
elect that more than 20% of his interest in the NPI Stock Fund (or, if greater,
2 full units in the NPI Fund) be liquidated on any Business Day.





                                       44
<PAGE>   46

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

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

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

         (2) The Committee shall give appropriate and timely directions to the
Trustee in order to permit the Trustee to give effect to the investment choice
and investment change elections made under Sections 5.5 and 5.6 and to provide
funds for distributions and withdrawals







                                       45
<PAGE>   47

pursuant to Article VI. Investments in and withdrawals from each Investment Fund
shall be made only as of a Valuation Date.









                                       46
<PAGE>   48

               ARTICLE VI. - DISTRIBUTIONS, WITHDRAWALS AND LOANS

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

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

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

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

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




                                       47
<PAGE>   49

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

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

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

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

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

         (2) Distributions pursuant to this Section shall be paid or commence to
be paid to a Participant as soon as practicable after, and shall be valued as
of, the next Valuation Date which is at least 30 days after the later of (a) the
date on which the Participant files his application





                                       48
<PAGE>   50

with the Committee pursuant to Section 6.1 or (b) the date of the Participant's
termination of employment from the Controlled Group, but in no event shall
payment be made or commenced later than the time prescribed in Section 6.8(2)
without regard to whether an application has been filed.

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

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

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

         6.5 PAYMENT OF SMALL BENEFITS. Notwithstanding the foregoing provisions
of this Article, if the value of the Vested Interest of a Participant following
his termination of employment (whether by death or otherwise) does not exceed
$5,000 on the first Valuation Date next following such termination of
employment, such Vested Interest shall be paid to the Participant (or, if
applicable, his Beneficiary) in a lump sum within 90 days after such Valuation
Date.




                                       49
<PAGE>   51

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

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

         6.8 LATEST TIME OF DISTRIBUTION. (1) Distributions under the Plan shall
occur or begin as provided in the preceding Sections of this Article, but in no
event later than 60 days after the close of the Plan Year in which the latest of
the following events occur: (a) the date on which the Participant attains age
65, (b) the 10th anniversary of the year in which the Participant commenced
participation in the Plan, or (c) the Participant's termination of employment
with the Controlled Group, provided that, except as provided in Subsection (2)
of this Section and Section 6.5, no distribution shall be required to be made or
commence until the Participant files his application with the Committee pursuant
to Section 6.1.





                                       50
<PAGE>   52

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

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

                      (c) If a Participant dies before the distribution of his
         Account under the Plan has begun, the entire Account of the
         Participant shall be distributed to his Death Beneficiary by the
         December 31 of the year in which occurs the fifth anniversary of such
         Participant's death; provided, however, that such five-year rule
         shall not be applicable to any portion of the Participant's Account
         under the Plan which is payable to the Participant's Death
         Beneficiary if such portion is distributed in the form specified in
         Section 6.2(2)(b), and such distributions begin not later than the
         December 31 of the calendar year immediately following the calendar
         year in which the Participant died or, in





                                      51
<PAGE>   53

         the case of a Death Beneficiary who is the Participant's surviving
         Spouse, the December 31 of the calendar year in which the Participant
         would have attained age 70-1/2.

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

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

         6.10 WITHDRAWAL OF TRANSFER CONTRIBUTIONS. (1) A Participant, whether
or not he is an Employee, may elect to withdraw all or any portion of his
Transfer Contributions Sub-Account which is attributable to Transfer
Contributions described in Section 3.4.




                                      52
<PAGE>   54

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

         6.11 HARDSHIP WITHDRAWALS. A Participant who is an Employee and who
has obtained all distributions and withdrawals (other than for Hardship) and
all nontaxable loans then available under all plans maintained by the
Controlled Group may request, on a form provided by and filed with the
Committee, a withdrawal on account of Hardship of all or a part of his
Before-Tax Contributions Sub-Account (excluding any earnings allocated
thereto). Upon making a determination that the Participant is entitled to a
withdrawal on account of Hardship, the Committee shall direct the Trustee to
distribute to such Participant all or a portion of his Before-Tax
Contributions Sub-Account (excluding any earnings allocated thereto), provided
that the amount of the withdrawal shall not be in excess of the amount
necessary to alleviate such Hardship. If a withdrawal on account of Hardship
is made by a Participant pursuant to this Subsection, the following rules
shall apply notwithstanding any other provision of the Plan (or any other plan
maintained by the Controlled Group) to the contrary:

                  (a) the Participant is prohibited from making elective
         contributions and employee contributions to the Plan (or to any other
         qualified or nonqualified plan maintained by the Controlled Group)
         for a period of 12 months following receipt of the Hardship
         withdrawal; and

                  (b) the amount of the Participant's Before-Tax Contributions
         (and any comparable contributions to any other plan maintained by the
         Controlled Group) for the Participant's taxable year immediately
         following the taxable year of the Hardship withdrawal shall not be in
         excess of the applicable limit under Code Section 402(g) for





                                      53
<PAGE>   55

         such next taxable year less the amount of such Participant's
         Before-Tax Contributions (and any comparable contributions to any
         other plan maintained by the Controlled Group) for the taxable year
         of the Hardship withdrawal.

         6.12 MECHANICS OF MAKING DISTRIBUTIONS. (1) Where a distribution,
withdrawal or loan is to be made from the Trust Fund of only a portion of a
Participant's Vested Interest in the Trust Fund and such Interest is invested
in more than one of the Investment Funds, the Participant shall designate (on
a form approved by the Committee, signed by him and filed with the Committee)
which of the Funds should be liquidated in order to make such distribution.
Such a designation shall not be considered an investment direction or
investment transfer for the purpose of the limitations described in Sections
5.5, 5.6 and 5.7.

         (2) All distributions, withdrawals and loans shall be made in cash,
provided that if the Participant or Beneficiary so elects on a form provided
by the Committee, a distribution or withdrawal (but not a loan) may be made in
the form of full shares of NCC Stock, based on the fair market value of such
Stock (as determined by the Trustee in accordance with the provisions of the
Trust Agreement) on the Valuation Date as of which such distribution is made.

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

         (2) A Participant shall not be entitled to a loan under this Section
unless the Participant consents to (a) the use of the Participant's Account as
security as provided in






                                      54
<PAGE>   56

Subsection (5)(c) of this Section and (b) the possible reduction of the
Participant's Account as provided in Subsection (6) of this Section. Any
consent required by the preceding sentences must be given within the ninety
day period preceding the disbursement of the loan proceeds.

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

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

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

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






                                      55
<PAGE>   57

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

         (5) Loans made pursuant to this Section:

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

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

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

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

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

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

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

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

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




                                      56
<PAGE>   58

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

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

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

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

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

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

                                    (IV) the Participant's death; or

                                    (V) the filing of a petition, the entry of
                           an order or the appointment of a receiver,
                           liquidator, trustee or other person in a similar
                           capacity, with respect to the Participant, pursuant
                           to any state or federal law relating to bankruptcy,
                           moratorium,






                                      57
<PAGE>   59

                           reorganization, insolvency or liquidation, or any
                           assignment by the Participant for the benefit of
                           his creditors.

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

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

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

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

         6.14 DIRECT ROLLOVER PROVISIONS.

               (a) Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this Section 6.14, a
Distributee may elect, at the time and in the manner prescribed by the plan
administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover, provided, however, that if such Direct Rollover is of a
portion





                                      58
<PAGE>   60

less than 100% of such Eligible Rollover Distribution, such portion must equal
or exceed $500 for this Section 6.14 to apply.

                  (b) Definitions.

                  (1) ELIGIBLE ROLLOVER DISTRIBUTION: An Eligible Rollover
         Distribution is any distribution of all or any portion of the balance
         to the credit of the Distributee which equals or exceeds $200, except
         that an Eligible Rollover Distribution does not include: any
         distribution that is one of a series of substantially equal periodic
         payments (not less frequently than annually) made for the life (or
         life expectancy) of the Distributee or the joint lives (or joint life
         expectancies) of the Distributee and the Distributee's designated
         beneficiary, or for a specified period of ten years or more; any
         distribution to the extent such distribution is required under Code
         Section 401(a)(9); the portion of any distribution that is not
         includible in gross income (determined without regard to the
         exclusion for net unrealized appreciation with respect to employer
         securities); any "hardship distribution" (as defined in Code Section
         401(k)); and such other amounts specified in Treasury Regulations and
         rulings, notices or announcements issued under Code Section 402(c).

                  (2) ELIGIBLE RETIREMENT PLAN: An Eligible Retirement Plan in
         an individual retirement account described in Code Section 408(a), an
         individual retirement annuity described in Code Section 408(b)), an
         annuity plan described in Code Section 403(a), or a qualified trust
         described in Code Section 401(a), that accepts the Distributee's
         Eligible Rollover Distribution. However, in the case of an Eligible
         Rollover Distribution to the surviving spouse, an Eligible Retirement
         Plan is an individual retirement account or individual retirement
         annuity.

                  (3) DISTRIBUTEE: A Distributee includes an employee or
         former employee. In addition, the employee's or former employee's
         surviving Spouse and the






                                      59
<PAGE>   61

         employee's or former employee's Spouse or former Spouse who is the
         alternate payee under a qualified domestic relations order, as
         defined in Code Section 414(p), are Distributees with regard to the
         interest of the spouse or former spouse.

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







                                      60
<PAGE>   62

               ARTICLE VII. - ADMINISTRATION OF THE TRUST FUND

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

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

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

         7.4 NO GUARANTEE AGAINST LOSS. (1) Neither the Trustee, any Employer,
the Committee nor any Investment Manager in any manner guarantees the Trust
Fund or any part






                                      61
<PAGE>   63

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

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

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

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





                                      62
<PAGE>   64

on any property held by the Trustee shall be paid out of the Trust Fund and
taxes, if any, other than transfer taxes, on distributions to a Participant or
Beneficiary of a Participant shall be paid by the Participant or the
Beneficiary, respectively.

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








                                      63
<PAGE>   65

                      ARTICLE VIII. - INVESTMENT MANAGER

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

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

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





                                      64
<PAGE>   66

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

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








                                      65
<PAGE>   67

                       ARTICLE IX. - CLAIMS PROCEDURES

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

         9.2 NOTIFICATION TO CLAIMANT. Unless such claim is allowed in full by
the Committee, the Committee shall (within 90 days after such claim was filed,
plus an additional period of 90 days if required for processing and if notice
of the 90-day extension of time indicating the specific circumstances
requiring the extension and the date by which a decision shall be rendered is
given to the claimant within the first 90-day period) cause written notice to
be mailed to the claimant of the total or partial denial of such claim. Such
notice shall be written in a manner calculated to be understood by the
claimant and shall state (a) the specific reason(s) for the denial of the
claim, (b) specific reference(s) to pertinent provisions of the Plan and/or
Trust Agreement on which the denial of the claim was based, (c) a description
of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or information is
necessary, and (d) an explanation of the review procedure specified in Section
9.3. If a claimant does not receive any notice from the Committee within 90
days after his claim is filed with the Committee, his claim shall be deemed to
have been denied.

         9.3 REVIEW PROCEDURE. Within six months after the denial of his
claim, the claimant may appeal such denial by filing with the Company his
written request for a review of his said claim. If the claimant does not file
such a request with the Company within such six-month period, the claimant
shall be conclusively presumed to have accepted as final and binding the
initial decision of the Committee on his claim. If such an appeal is so filed
within such six






                                      66
<PAGE>   68

months, a Named Fiduciary designated by the Company shall (a) conduct a full
and fair review of such claim and (b) mail or deliver to the claimant a
written decision on the matter based on the facts and pertinent provisions of
the Plan and/or Trust Agreement within a period of 60 days after the receipt
of the request for review unless special circumstances require an extension of
time, in which case such decision shall be rendered not later than 120 days
after receipt of such request. If an extension of time for review is required,
written notice of the extension shall be furnished to the claimant prior to
the commencement of the extension. Such decision (i) shall be written in a
manner calculated to be understood by the claimant, (ii) shall state the
specific reason(s) for the decision, (iii) shall make specific reference(s) to
pertinent provisions of the Plan and/or Trust Agreement on which the decision
is based and (iv) shall, to the extent permitted by applicable law, be final
and binding on all interested persons. During such full review, the claimant
or his duly authorized representative shall be given an opportunity to review
documents that are pertinent to the claimant's claim and to submit issues and
comments in writing. If the decision on review is not furnished within such
60-day or 120-day period, as the case may be, the claim shall be deemed denied
on review.

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





                                      67
<PAGE>   69

                   ARTICLE X. - ADMINISTRATION OF THE PLAN
                        AND FIDUCIARY RESPONSIBILITIES

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

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

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

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







                                      68
<PAGE>   70

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

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

         10.5 LIMITATION ON EXCULPATORY PROVISIONS. Notwithstanding any other
provision of the Plan or Trust Agreement, no provision of the Plan or Trust
Agreement shall be






                                      69
<PAGE>   71

construed to relieve (or have the effect of relieving) any Fiduciary from any
responsibility or liability for any obligation, responsibility or duty imposed
on such Fiduciary by Part 4 of Title 1 of ERISA.

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

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

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

         10.9 REVOCABILITY OF COMMITTEE ACTION. Any action taken by the
Committee with respect to the rights or benefits under the Plan of any
Participant or Beneficiary shall be revocable by the Committee as to payments
or distributions not theretofore made pursuant to such action, and appropriate
adjustments may be made in future payments or distributions to a Participant
or his Beneficiaries to offset any excess or underpayments theretofore made to
such Participant or his Beneficiaries.






                                      70
<PAGE>   72

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

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

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





                                      71
<PAGE>   73

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

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

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








                                      72
<PAGE>   74

                         ARTICLE XI. - MISCELLANEOUS

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

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

         11.3 NO ENLARGEMENT OF EMPLOYMENT RIGHTS. Nothing herein contained
shall constitute or be construed as a contract of employment between any
Employer and any Employee








                                      73
<PAGE>   75

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

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

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

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

         11.7 MILITARY SERVICE. Notwithstanding any provision of the Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service will






                                      74
<PAGE>   76

be provided in accordance with Code Section 414(u). "Qualified military
service" means any service in the uniformed services (as defined in chapter 43
of title 38 of the United States Code) by any individual if such individual is
entitled to reemployment rights under such chapter with respect to such
service.







                                      75
<PAGE>   77

                        ARTICLE XII. - OTHER EMPLOYERS

         12.1 ADOPTION BY OTHER EMPLOYERS. Any corporation or business
organization that is not an Employer may, with the consent of the Committee,
adopt the Plan and thereby become an Employer hereunder by executing an
instrument evidencing such adoption and filing a copy thereof with the
Committee and the Trustee. Such adoption may be subject to such terms and
conditions as the Committee requires and approves.

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

         12.3 WITHDRAWAL OF EMPLOYEE GROUP. Any Employer may elect to withdraw
from the Plan any designated group of its Employees while continuing to
include another group or other groups of its Employees within the Plan. Any
such withdrawal of a designated group of Employees shall be expressed in an
instrument executed by the Employer and filed with the Company (if the
Employer making such withdrawal is not the Company) and the Trustee. Such
withdrawal shall become effective when so filed unless some other effective
date is designated in the instrument and approved by the Committee. No such
withdrawal of a designated group of






                                      76
<PAGE>   78

Employees shall decrease the amount of Employer Contributions to be made by
the Employer in respect of Affected Employees on account of periods preceding
such withdrawal. In the event of such withdrawal by an Employer or in the
event the Plan is terminated by the Company as to a group of Employees of
another Employer pursuant to Section 13.1, Employer Contributions of the
Employer in respect of affected Employees and Before-Tax and Transfer
Contributions of affected Employees shall cease.









                                      77
<PAGE>   79

                   ARTICLE XIII. - AMENDMENT OR TERMINATION

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

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

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

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






                                      78
<PAGE>   80

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

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

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

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

         13.6 PROHIBITION ON DECREASING ACCRUED BENEFITS. No amendment to the
Plan (other than an amendment described in Code Section 412(c)(8)) shall have
the effect of decreasing the accrued benefit of any Participant. For purposes
of the preceding sentence, a Plan amendment which has the effect of (a)
eliminating or reducing an early retirement benefit or a retirement-type
subsidy (as defined in regulations of the Secretary of the Treasury) or (b)
eliminating an optional form of benefit (except as permitted by any such
regulations) with respect to benefits attributable to service before the
amendment, shall be treated as decreasing accrued benefits, provided, however,
that in the case of a retirement-type subsidy this sentence shall apply






                                      79
<PAGE>   81

only with respect to a Participant who satisfies (either before or after the
amendment) the preamendment conditions for the subsidy.









                                      80
<PAGE>   82

                  ARTICLE XIV. - TOP-HEAVY PLAN REQUIREMENTS

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

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

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

         (3) DEFINED BENEFIT PLAN: A qualified plan as defined in Code Section
414(j).

         (4) DEFINED CONTRIBUTION PLAN: A qualified plan as defined in Code
Section 414(i).

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


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

         (7) KEY EMPLOYEE: An Employee or former Employee who is or was a
Participant and who, at any time during the current Plan Year or any of the
four preceding Plan Years, is (a) an officer of an Employer (limited to no
more than 50 Employees or, if lesser, the greater of 3 Employees or 10 percent
of the Employees) having an annual Compensation greater than 50% of the dollar
amount in effect under Code Section 415(b)(1)(A) for any such Plan Year, (b)
one of the 10 Employees owning (or considered as owning within the meaning of
Code Section 318) the largest interests in an Employer and having annual
Compensation of more than the applicable dollar amount referred to in Section
4.9(1), (c) a 5-percent owner (as such term is






                                      81
<PAGE>   83

defined in Code Section 416(i)(1)(B)(i) or (d) a 1-percent owner (as such term
is defined in Code Section 416(i)(1)(B)(ii)) having an annual Compensation of
more than $150,000. For purposes of clause (b) of this Subsection, if two
Employees have the same interest in an Employer, the Employee having greater
annual Compensation shall be treated as having a larger interest. The term
"Key Employee" shall also include such Employee's Beneficiary in the event of
his death. For purposes of this Subsection "Compensation" has the meaning
given such term by Code Section 414(q)(7).

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

         (9) PERMISSIVE AGGREGATION GROUP: The group of qualified plans of an
Employer consisting of:

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

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

         (10) REQUIRED AGGREGATION GROUP: The group of qualified plans of an
Employer consisting of:

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

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

         (11) TOP-HEAVY ACCOUNT BALANCE: A Participant's (including a
Participant who has received a total distribution from this Plan) or a
Beneficiary's aggregate balance standing to his account as of the Valuation
Date coinciding with or immediately preceding the Determination








                                      82
<PAGE>   84

Date (as adjusted by the amount of any Employer Contributions made or due to
be made after such Valuation Date but before the expiration of the extended
payment period in Code Section 412(c)(10)), provided, however, that such
balance shall include the aggregate distributions made to such Participant or
Beneficiary during the five (5) consecutive Plan Years ending with the Plan
Year that includes the Determination Date (including distributions under a
terminated plan which if it had not been terminated would have been included
in a Required Aggregation Group), and provided further that if an Employee or
former Employee has not performed services for any Employer maintaining the
Plan at any time during the 5-year period ending on the Determination Date,
his account (and/or the account of his Beneficiary) shall not be taken into
account.

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

         (13) TOP-HEAVY PLAN: See Section 14.2.

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

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

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





                                      83
<PAGE>   85

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

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

         14.3 TOP-HEAVY PLAN REQUIREMENTS. Notwithstanding any other
provisions of the Plan to the contrary, if the Plan is a Top-Heavy Plan for
any Plan Year, the Plan shall then satisfy the following requirements for such
Plan Year:

         (1) The minimum contribution requirement as set forth in Section
14.4.

         (2) The adjustment to minimum benefits and allocations as set forth
in Section 14.5.

         14.4 MINIMUM CONTRIBUTION REQUIREMENT. If the Plan is a Top-Heavy
Plan for any Plan Year:

         (1) Each Non-Key Employee who is eligible to share in any Employer
Contribution for such Plan Year (or who would have been eligible to share in
any such Employer Contribution if a Before-Tax Contribution had been made for
him during such Plan Year) shall be entitled to receive an allocation of such
Employer Contribution, which is at least equal to three percent (3%) of his
Compensation for such Plan Year.

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

         (3) The percentage minimum contribution requirement set forth in
Subsections (1) and (2) of this Section with respect to a Plan Year shall not
exceed the percentage at which







                                      84
<PAGE>   86

Employer Contributions are made (or required to be made) under the Plan for
such Plan Year for the Key Employee for whom such percentage is the highest
for such Year.

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

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

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

         14.5 ADJUSTMENT TO MINIMUM BENEFITS AND ALLOCATIONS. If the Plan is a
Top-Heavy Plan for any Plan Year, and if the Employer maintains a Defined
Benefit Plan which could or does provide benefits to Participants in this
Plan, then the percentage minimum contribution requirement in Section 14.4(a)
shall be seven and one-half percent (7-1/2%) for a Non-Key Employee who is
covered by this Plan and the Defined Benefit Plan.

         14.6 COORDINATION WITH OTHER PLANS. (1) In applying this Article, an
Employer and all Controlled Group Members shall be treated as a single
employer, and the qualified plans maintained by such single employer shall be
taken into account.

         (2) In the event that another Defined Contribution Plan or Defined
Benefit Plan maintained by the Controlled Group provides contributions or
benefits on behalf of Participants in this Plan, such other plan(s) shall be
taken into account in determining whether this Plan satisfies Section 14.3;
and the minimum contribution required for a Non-Key Employee in this Plan
under Section 14.4 will be reduced or eliminated, in accordance with the
requirements






                                      85
<PAGE>   87

of Code Section 416 and the Regulations thereunder, if a minimum contribution
or benefit is made or accrued in whole or in part in respect of such other
plan(s).

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








                                      86
<PAGE>   88

                  ARTICLE XV. - PROVISIONS RELATING TO VOTING
                        AND TENDER OFFERS FOR NCC STOCK

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

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






                                      87
<PAGE>   89

divulged or released to any person including directors, officers or employees
of the Company, or of any other Employer, except as otherwise required by law.

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

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

         15.2 TENDER OFFERS. Except as otherwise expressly provided in the
Plan, the Trustee shall not sell, alienate, encumber, pledge, transfer or
otherwise dispose of or tender or withdraw, any shares of NCC Stock held by it
under the Plan. All tender or exchange decisions








                                      88
<PAGE>   90

with respect to NCC Stock held by the Plan shall be made only by the
Participants and Beneficiaries with respect to shares allocated to their
accounts, and Participants and Beneficiaries acting in their capacity as Named
Fiduciaries (within the meaning of ERISA Section 402) with respect to
non-directed shares in accordance with the following provisions of this
Section:

         (1) In the event an offer shall be received by the Trustee (including
a tender offer for shares of NCC Stock subject to Section 14(d)(1) of the
Securities Exchange Act of 1934 or subject to Rule l3e-4 promulgated under
that Act, as those provisions may from time to time be amended) to purchase or
exchange any shares of NCC Stock held by the Plan, the Trustee shall advise
each Participant who has shares of NCC Stock credited to such Participant's
Account in writing of the terms of the offer as soon as practicable after its
commencement and shall furnish each Participant with a form by which he may
separately instruct the Trustee confidentially whether or not to tender or
exchange shares allocated to such Participant's Account and (based on any NCC
Stock allocated to such Participant's Account) a proportionate share of any
non-directed shares (including fractional shares to 1/1000th of a share). The
materials furnished to the Participants shall include:

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

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

The Committee and the Trustee may also provide Participants with such other
material concerning the tender or exchange offer as the Trustee or the Committee
in its discretion determine to be appropriate; PROVIDED, HOWEVER, that prior to
any distribution of materials by the Committee, the Trustee shall be, furnished
with complete copies of all such materials. The








                                      89
<PAGE>   91

Company and the Committee shall cooperate with the Trustee to ensure that
Participants receive the requisite information in a timely manner.

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

         (3) Each Participant who has been allocated NCC Stock in his Account
and who is entitled to direct the Trustee whether or not to tender or exchange
shares of NCC Stock allocated to his Accounts also shall direct the Trustee,
as a Named Fiduciary, with respect to the tender or exchange of a portion of
the shares of NCC Stock for which no timely instructions are received. Such
direction shall apply to such number of non-directed shares multiplied by a
fraction, the numerator of which is the number of shares of NCC Stock
allocated to the Participant's Account and the denominator of which is the
total number of shares of NCC Stock allocated to the Accounts of such
Participants who have provided directions to the Trustee with respect to
non-directed shares under this Subsection. Each Participant's directions shall
be separately stated as to his allocated shares on the one hand and as a Named
Fiduciary with respect to a portion of the non-directed shares on the other
hand. Fractional shares shall be rounded to the nearest 1/1000th of a share.








                                      90
<PAGE>   92

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

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

         (6) In the event an offer shall be received by the Trustee and
instructions shall be solicited from Participants pursuant to Subsections
(l)-(4) of this Section regarding such offer, and prior to termination of such
offer, another offer is received by the Trustee for the securities subject to
the first offer, the Trustee shall use its best efforts under the
circumstances to solicit instructions from the Participants to the Trustee:

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




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<PAGE>   93

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

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

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

         (8) Subject to any provisions of this Plan to the contrary, in the
event the Company initiates a tender or exchange offer, the Trustee may, in
its sole discretion, enter into an agreement with the Company not to tender or
exchange any shares of NCC Stock in such offer, in which event, the foregoing
provisions of this Section shall have no effect with respect to such offer and
the Trustee shall not tender or exchange any shares of NCC Stock in such
offer.








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<PAGE>   94



         This National City Savings and Investment Plan No. 3 is hereby
executed at Cleveland, Ohio, this 24th day of May, 2001 but effective as
otherwise herein set forth.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By   /s/ O. Bruce Anderson                  By    /s/ Shelley J. Seifert
     ---------------------------                 -------------------------------
     Title: Vice President                       Title: Executive Vice President


And  /s/ Robin W. Rice                      And  /s/ Robert G. Siefers
     ---------------------------                 -------------------------------
     Title: Vice President                       Title: Vice Chairman