<PAGE>   1

Merchants Security Company

                                 EMPLOYERS ADDED
                             AS OF JANUARY 1, 1994

Ohio Bancorp
The Dollar Savings & Trust Company
The Peoples Banking Company
The Potters Bank & Trust Company
Bank 2000
The Miners and Mechanics Savings and Trust Company

      EX-4.4

                    NATIONAL PROCESSING, INC. S-3 EXHIBIT 4.4


                                                                     Exhibit 4.4




             THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

             (As Amended and Restated Effective January 1, 1992)

               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO 2

                 WHEREAS, National City Corporation, a Delaware corporation (the
"Corporation"), originally adopted (pursuant to the spin-off described
hereafter) this profit sharing plan known as The National City Savings and
Investment Plan No. 2 and Trust (the "Plan") effective as of January 1, 1992
(the "Effective Date"); and
                 WHEREAS, pursuant to the Instrument of Amendment of, and Spin
Off from, the National City Savings and Investment Plan and Trust dated December
30, 1991 (the "Instrument"), the Plan was spun off from The National City
Savings and Investment Plan and Trust (the "Prior Plan") as of the Effective
Date; and
                 WHEREAS, the Plan is a continuation of the Prior Plan as to
those individuals described as "Transferred Participants" in the Instrument;
and
                 WHEREAS, pursuant to the Instrument, the terms of the Plan


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were identical to those of the Prior Plan except as otherwise provided in the
Instrument; and
                 WHEREAS, the Plan was subsequently amended by Amendments Nos.
1 through 4 thereto; and
                 WHEREAS, the Corporation desires to amend and restate the Plan
to incorporate Amendments Nos. 1 through 4 and to make certain other changes
including the removal of the Trust provisions from the Plan to a separate Trust
Agreement;
                 NOW, THEREFORE, the Corporation hereby adopts this amendment
and restatement of the Plan effective as of January 1, 1992 which incorporates
the provisions of Amendments Nos. 1 through 4 to the Plan and hereby renames the
Plan The National City Savings and Investment Plan No. 2.

                   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)  After-Tax Contributions:  After-Tax Contributions, if
any, made to the Plan prior to January 1, 1987.
                 (4)  Before-Tax Contributions:  Before-Tax Contributions
provided for in Section 3.1.
                 (5) Beneficiary: A Participant's Death Beneficiary or any other
person who, after the death of a Participant, is entitled to receive any benefit
payable with respect to such Participant.
                 (6) Break in Service and 1-Year Break in Service: An Employee
or former Employee incurs a Break in Service or a 1-Year Break in Service if he
terminates employment with the Controlled Group in an Employment Year and
completes not more than 500 Hours of Service in such Employment Year or in any
succeeding Employment Year.
                 (7)  Business Day:  Each day during which both the Trust
Department of the Trustee and the New York Stock Exchange are open for regular
conduct of business.
                 (8) Capital Preservation Fund: (a) One of the Investment Funds
provided for under the Plan. The Capital Preservation Fund shall be invested and
reinvested principally in "Guaranteed Investment Contracts" and


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"Bank Investment Contracts", as defined below, but shall not be invested in any
security or obligations of any Controlled Group Member. Obligations or
instruments which are appropriate investments for the Money Market Fund may be
purchased and held in the Capital Preservation Fund pending the selection and
purchase of suitable investments under the preceding sentence or for the purpose
of maintaining sufficient liquidity to provide for the payment of withdrawals,
or for transfers, from the Capital Preservation Fund and for expenses incurred
in connection with the investment and management of the Capital Preservation
Fund. Investments of the Capital Preservation Fund shall be held to maturity
under usual circumstances. The Trustee shall at all times have the
responsibility of maintaining in cash and readily marketable investments such
part of the investments of the Capital Preservation Fund as shall be deemed by
the Trustee to be necessary to provide adequately for the needs of Participants
who have amounts invested in the Capital Preservation Fund and to prevent
inequities between such Participants.
                 (b) The term "Guaranteed Investment Contract" shall mean an
insurance contract or annuity approved by applicable state authority or which
will upon appropriate submission be so approved and which meets the following
requirements: (i) the contract agreement is for a stated period of time; (ii)
interest is guaranteed by the insurer at a fixed or predetermined rate for that
period of time; (iii) principal amounts may be distributed upon maturity of the
contract or during the contract period as provided in the contract; and (iv)
withdrawal of some or all of the principal before maturity is permitted, but
subject to such restrictions as are stated in the contract.
                 (c) The term "Bank Investment Contract" shall mean an agreement
with a federally insured bank or savings and loan association ("Bank or S/L")
pursuant to which the Trustee agrees to deposit funds of the Capital
Preservation Fund with such Bank or S/L under the following general terms and
conditions: (i) the deposit shall be a time deposit (a deposit which shall not
be payable until the passage of a stated period of time); (ii) interest shall be
payable at a fixed or predetermined rate for that period of time; (iii)
principal amounts may be distributed at the end of the stated period of time or
prior thereto as provided in the agreement; and (iv) withdrawal of some or all
of the principal before the end of the stated period of time is permitted, but
subject to such restrictions as are stated in the agreement.
                 (9)  Code:  The Internal Revenue Code of 1986, as it has been
and may be amended from time to time.
                 (10) Committee: The committee established by the Company,
certain powers, duties and authorities of which are provided for in Article X.
The Committee shall be a Named Fiduciary hereunder.


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                 (11) Company: National City Corporation (a Delaware
corporation) a bank holding company located in Cleveland, Ohio. The Company
shall be the Plan Administrator and a Named Fiduciary hereunder.
                 (12) Controlled Group: The Employers and any and all other
corporations, trades and/or businesses, the employees of which, together with
Employees of an Employer, are required by Code Section 414 to be treated as if
they were employed by a single employer.
                 (13)  Controlled Group Member:  Each corporation or
unincorporated trade or business that is or was a member of the Controlled
Group, but only during such period as it is or was such a member of the
Controlled Group.
                 (14) Conversion Date: The date in 1993 determined by the
Trustee, as of which the Plan and Trust will have been converted to provide
Participants with daily telephonic access to make changes in their participation
and investments in the Plan and Trust.
                 (15) Covered Employee: (a) An Employee employed by National
Processing Company, Inc. or its successor who is treated as a non-exempt
employee under the Fair Labor Standards Act, but excluding: (i) any person
employed as a student intern, (ii) any person who is a law enforcement officer
employed by a local, county or state government and who is hired by an Employer
to perform off-duty security services, (iii) any person who is an Employee of an
Employer who is included by such Employer in its Special Project Employee
employment classification, or (iv) effective as of January 1, 1987 any person
who is a leased employee (within the meaning of Section 1.1(19)).
                 (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.
                 (16)  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.


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Except as otherwise provided in the following sentence, "Credited Compensation"
shall not include overtime pay, bonuses, suggestion awards, commissions,
incentive compensation payments or other forms of special compensation.
                 (b) Notwithstanding the foregoing provisions of this
Subsection, effective as of January 1, 1989, Credited Compensation of an
Employee taken into account for any purpose for any Plan Year shall not exceed
the limitation in effect for such Year under Code Section 401(a)(17). For
purposes of the preceding sentence, in the case of a Highly Compensated Employee
who is a 5-percent owner (as such term is defined in Code Section 416(i)(1)) or
one of the ten most Highly Compensated Employees, (i) such Highly Compensated
Employee and his family members (which for this purpose shall mean an Employee's
Spouse and lineal descendants who have not attained age 19 before the close of
the Year in question) shall be treated as a single Employee and the Compensation
of such family members shall be aggregated with the Credited Compensation of
such Highly Compensated Employee, and (ii) the limitation on Credited
Compensation shall be allocated among such Highly Compensated Employee and his
family members in proportion to each individual's Credited Compensation.
                 (c) Notwithstanding the foregoing provisions of this
Subsection, effective as of January 1, 1994 the following shall apply:
                 (1) In addition to other applicable limitations set forth in
the Plan, and notwithstanding any other provision of the Plan to the contrary
for Plan Years beginning on or after January 1, 1994, the annual compensation of
each person taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner of Internal Revenue for increases in the cost of
living in accordance with section 401(a)(17)(B) of the Internal Revenue Code.
The cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the OBRA '93 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.
                 (2) For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under section 401(a)(17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this provision.
                  (3) If compensation for any prior determination period is
taken into account in determining any person's benefits accruing in the current
Plan Year, the compensation for that prior determination period is subject to
the OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination period beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93


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annual compensation limit is $150,000.
                 (17) 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
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.
                 (18)  Disability:  The physical or mental impairment of a
presumably permanent and continuous nature which renders a Participant
incapable of performing the duties the Participant is employed to perform for
his Employer when such impairment commences, all as determined by the Committee
upon the basis of evidence submitted to it by the Participant or the
Participant's physician within a reasonable time after the Committee requests
such evidence.


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                 (19) Early Retirement Age and Early Retirement Date: A
Participant shall attain Early Retirement Age upon his attainment of age 55 and
completion of 10 Employment Years and a Participant's Early Retirement Date
shall be the first day of the calendar month following the Participant's
attainment of Early Retirement Age.
                 (20)  Eligible Employee:  An Employee who is eligible for
participation in the Plan in accordance with the provisions of Article II.
                 (21) Employee: An employee of a Controlled Group Member and, to
the extent required by Code Section 414(n), any person who is a "leased
employee" of a Controlled Group Member. For purposes of this Subsection,
effective as of January 1, 1987, 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 of a type historically performed by employees in the business field
of the Controlled Group Member. Contributions or benefits provided a leased
employee by the leasing organization which are attributable to services
performed for a Controlled Group Member will be treated as provided by the
Controlled Group Member. A leased employee will not be considered an Employee of
a Controlled Group Member, however, if (a) leased employees do not constitute
more than 20 percent of the Controlled Group Member's nonhighly compensated work
force (within the meaning of Code Section 414(n)(5)(C)(ii)) and (b) such leased
employee is covered by a money purchase pension plan maintained by the leasing
organization that provides (i) a nonintegrated employer contribution rate of at
least 10 percent of Credited Compensation, (ii) immediate participation and
(iii) full and immediate vesting.
                 (22) Employer: The Company and any other corporation or
business organization adopting the Plan pursuant to Article XII. However, in the
case of any person which adopts or has adopted the Plan and which ceases or has
ceased to exist, ceases to be a member of the Controlled Group or withdraws or
is eliminated from the Plan, it shall not thereafter be an Employer.
                 (23)  Employer Contributions:  Matching Employer Contributions
provided for in Section 3.5, Profit Sharing Matching Contributions provided for
in Section 3.7, Qualified Nonelective Contributions provided for in Section
3.10.
                 (24) Employment Year: The 12-month period beginning on the
first day an Employee performs an Hour of Service for a Controlled Group Member
after initially becoming an Employee (or after again becoming an Employee
following a Break in Service) and each subsequent 12-month period.
                 (25)  Enrollment Date:  The first day of any calendar month
following an Employee's completion of the eligibility requirements of



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Article II.
                 (26) Equity Fund: One of the Investment Funds provided under
the Plan. The Equity Fund shall be invested and reinvested only in common or
capital stocks, or in bonds, debentures or preferred stocks convertible into
common or capital stocks, or in any partnership or limited partnership the
purposes of which are to invest or reinvest the partnership assets in any such
securities, but the Equity Fund shall not be invested in any security of a
Controlled Group Member. However, obligations or instruments which are
appropriate investments for the Money Market Fund may be purchased and held in
the Equity Fund pending the selection and purchase of suitable investments under
the preceding sentence.
                 (27)  ERISA:  The Employee Retirement Income Security Act of
1974, as amended.
                 (28) Fiduciary: Any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of the
Trust Fund, (b) renders investment advice for a fee or other compensation,
direct or indirect, with respect to the Trust Fund, or has authority or
responsibility to do so, or (c) has any discretionary authority or discretionary
responsibility in the administration of the Plan or the Trust Fund. The term
"Fiduciary" shall also include any person to whom a Named Fiduciary delegates
any of its or his fiduciary responsibilities hereunder in accordance with the
provisions of the Plan or Trust Agreement as long as such designation is in
effect.
                 (29) Fixed Income Fund: One of the Investment Funds provided
under the Plan. The Fixed Income Fund shall be invested and reinvested only in
those bonds, obligations, notes, debentures, mortgages, preferred stocks, or
other tangible or intangible property or interest in property, either real or
personal, the income or return from which is fixed, limited or determinable in
advance by the terms of the contract, document or instrument creating or
evidencing such property or interest in property, or by the terms of acquisition
thereof but shall not be invested in any security of a Controlled Group Member.
However, obligations or instruments which are appropriate investments for the
Money Market Fund may be purchased and held in the Fixed Income Fund pending the
selection and purchase of suitable investments under the preceding sentence.
                 (30)  Hardship:  Effective as of January 1, 1989, 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;



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                 (b)  costs directly related to the purchase (excluding
         mortgage payments) of a principal residence for the Participant;
                 (c) the payment of tuition and related educational fees for the
         next twelve months of post-secondary education for the Participant, the
         Participant's Spouse, the Participant's children or the Participant's
         dependents (as defined in Code Section 152);
                 (d)  payments necessary to prevent the eviction of the
         Participant from his principal residence or foreclosure on the
         mortgage of the Participant's principal residence;
                 (e)  repayment when due of any indebtedness incurred by the
         Participant or any dependents of the Participant (as defined in Code
         Section 152) to avoid insolvency; or
                 (f) any other financial need which the Commissioner of Internal
         Revenue, through the publication of revenue rulings, notices and other
         documents of general applicability, may from time to time designate as
         a deemed immediate and heavy financial need as provided in Treasury
         Regulations Section 1.401(k)-1(d)(2)(iv)(C).
                 (31) Highly Compensated Employee: (a) For a particular Plan
Year, effective January 1, 1987, any Employee who, (i) during the preceding Plan
Year, (A) was at any time a 5-percent owner (as such term is defined in Code
Section 416(i)(1)), (B) received compensation from the Controlled Group in
excess of the amount in effect for such Plan Year under Code Section
414(q)(1)(B), (C) received compensation from the Controlled Group in excess of
the amount in effect for such Plan Year under Code Section 414(q)(1)(C), and was
in the top-paid group of Employees for such Plan Year, or (D) was at any time an
officer (limited to no more than 50 Employees or, if lesser, the greater of 3
Employees or 10 percent (10%) of the Employees) and received compensation
greater than 50 percent (50%) of the amount in effect under Code Section
415(b)(1)(A) for such Year, or (ii) who during the particular Plan Year (but not
the prior Plan Year) (I) was at any time a 5-percent owner (as such term is
defined in Code Section 416(i)(1)) or (II) was included in the foregoing Clauses
(B), (C) or (D) of Subparagraph (i) and was in the group consisting of the 100
Employees paid the greatest compensation by the Controlled Group during such
Plan Year.
                 (b) "Highly Compensated Employee" shall include a former
Employee whose Termination of Employment occurred prior to the Plan Year and who
was a Highly Compensated Employee for the Plan Year in which his Termination of
Employment occurred or for any Plan Year ending on or after his 55th birthday.
                 (c) For the purposes of this Subsection, the term
"compensation" shall mean the sum of an Employee's compensation under Section
4.9(3) and the Employee's Before-Tax Contributions (subject to the limitations
described in Section 1.1(14)(b)) and the term "top-paid group of Employees"




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shall mean that group of Employees of the Controlled Group consisting of the top
20 percent (20%) of such Employees when ranked on the basis of compensation paid
by the Controlled Group during the Plan Year.
                 (32) Hour of Service: (a) An Employee shall be credited with
one Hour of Service for each hour for which he is paid or entitled to payment by
a Controlled Group Member: (i) for the performance of duties as an Employee;
(ii) for other than the performance of duties (for reasons such as vacation,
sickness or disability); or (iii) for back pay, irrespective of mitigation of
damages, awarded or agreed to by a Controlled Group Member. With respect to each
Employee whose compensation is not determined on the basis of certain amounts
for each hour worked during a given period and for whom hours of work are not
required to be counted and recorded by any federal law (other than ERISA), Hours
of Service shall be credited on the basis of 190 Hours of Service per month if
he is paid on a monthly basis, 45 Hours of Service per week if he is paid on a
weekly basis, or 10 Hours of Service per day if he is paid on a daily basis, for
each month, week or day (as the case may be) for which he receives compensation
from any Controlled Group Member. Employees shall be credited with Hours of
Service at the rates described in the preceding sentence for leaves of absence
of up to 12 months or such longer period as may be required by law to be counted
for this purpose. No hour shall be counted more than once or be counted as more
than one Hour of Service, even though more than straight-time pay may be paid
for it.
                 (b) If an Employee is absent from work for any period in
accordance with an Employer's approved maternity or paternity leave policy (i)
by reason of the pregnancy of such Employee, (ii) by reason of the birth of a
child of such Employee, (iii) by reason of the placement of a child with such
Employee, (iv) for purposes of caring for a child for a period beginning
immediately following the birth or placement of such child, of (v) by reason of
any absence granted or taken in partial or complete compliance with The Family
and Medical Leave Act of 1993 or required to be provided in accordance with the
Americans With Disabilities Act, such Employee shall be credited with Hours of
Service (solely for the purposes of determining whether he or she has incurred a
Break in Service) equal to the number of Hours of Service which otherwise would
normally have been credited to him but for such absence, or if the number of
such Hours of Service is not determinable, 8 Hours of Service per normal workday
of such absence, provided, however, that the total number of Hours of Service
credited to an Employee under this paragraph by reason of any pregnancy, birth
or placement shall not exceed 501 Hours of Service. Hours of Service credited to
an Employee pursuant to this paragraph shall be treated as Hours of Service (A)
only in the Employment Year in which an absence from work described in this
paragraph begins, if the Employee would be prevented from



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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.
                 (33) Investment Fund or Funds: The Capital Preservation Fund,
Equity Fund, Fixed Income Fund, NCC Stock Fund, Money Market Fund and any other
fund established by the Committee under Section 5.1.
                 (34) Investment Manager: The person who, with respect to an
Investment Fund, has the discretion to determine which assets in such Fund shall
be sold (or exchanged) and what investments shall be acquired for such Fund.
Such person must (a) be either registered as an investment advisor under the
Investment Advisors Act of 1940, a bank as defined thereunder or an insurance
company qualified to manage, acquire or dispose of Plan assets under the laws of
more than one state, and (b) acknowledge in writing that he or it is a Fiduciary
with respect to the Plan.
                 (35)  Loan Account:  The separate recordkeeping account within
a Participant's Account established by the Administrator pursuant to Section
6.13.
                 (36)  Matching Allocation:  Any allocation made to a
Participant's Account on account of the Participant's Before-Tax Contributions.
                 (37)  Matching Employer Contributions:  Employer Contributions
provided for in Section 3.5.
                 (38) Money Market Fund: One of the Investment Funds provided
for under the Plan. The Money Market Fund shall be invested and reinvested
principally in bonds, notes or other evidence of indebtedness which are payable
on demand (including variable amount notes) or which have a maturity date not
exceeding one day after the date of purchase by such Fund or, in case of an
investment (pursuant to Section 5.1(2)(a)) in an NCB Investment Trust Fund,
which are payable by such NCB Investment Trust Fund.
                 (39) Named Fiduciaries: The Committee, the Company, the
Investment Manager, the Trustee, the Participants to the extent provided in
Article XV, and each other person designated as a Named Fiduciary by the
Committee pursuant to the power of delegation reserved to the Committee in
Article X.
                 (40) NCB Investment Trust Fund: Any fund now or hereafter
established under the trust instrument executed by National City Bank on
December 4, 1956, and now entitled Declaration of Trust Establishing NCC
Investment Fund for Retirement Trusts, as such trust instrument has been or may



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be amended and/or restated.
                 (41)  NCC Stock:  Common stock of National City Corporation, a
Delaware corporation.
                 (42)  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 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.
                 (43) Normal Retirement Age and Normal Retirement Date: A
Participant shall attain Normal Retirement Age upon his attainment of age 65 and
a Participant's Normal Retirement Date shall be the first day of the calendar
month following the Participant's attainment of Normal Retirement Age.
                 (44) Participant: An Employee or former Employee who has become
and continues to be a Participant of the Plan in accordance with the provisions
of Article II, a Covered Employee who has made a Transfer Contribution, or any
other person designated as a Participant by the terms of any Appendix.
                 (45)  Plan:  The National City Savings and Investment Plan No.
2 (known prior to this restatement as the National City Savings and Investment
Plan No. 2 and Trust), the terms and provisions of which are herein set forth,
as the same may be amended, supplemented or restated from time to time.
                 (46)  Plan Year:  A calendar year.
                 (47) Predecessor Plan: Any qualified defined contribution plan
which is merged into this Plan or the assets of which are transferred to this
Plan, as described in any Appendix to the Plan.
                 (48)  Prior Plan:  The National City Savings and Investment
Plan and Trust, from which this Plan was spun off.
                 (49) Profit Sharing Feature: The provisions of the Plan (a)
which are intended to qualify as a profit sharing plan under Code Section 401(a)
and (b) which include a qualified cash or deferred arrangement within the
meaning of Code Section 401(k).
                 (50)  Profit Sharing Matching Contributions:  Employer
Contributions provided for in Section 3.7.
                 (51) Qualified Nonelective Contributions: A contribution made
by an Employer pursuant to Section 3.9 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



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extensions thereof).
                 (52) Return on Equity: For a particular Plan Year, "Return on
Equity" means the percentage determined by dividing the Consolidated Net Income
of the Company for the Year by the Daily Average Consolidated Stockholders'
Equity of the Company for the Year (calculated without regard to any preferred
stock of the Company), in accordance with generally accepted accounting
principles and applicable Securities and Exchange Commission Regulations, all as
determined by the principal accounting officer of the Company for the purpose of
reporting such figures to stockholders of the Company and others.
                 (53) Salary Reduction Agreement: An arrangement pursuant to
which an Employee agrees to reduce, or to forego an increase in, his Credited
Compensation and his Employer agrees to contribute to the Trust the amount so
reduced or foregone as a Before-Tax Contribution.
                 (54) 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)).
                 (55)  Transfer Contributions:  The Contributions provided for
in Section 3.4.
                 (56)  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.
                 (57) Trust Agreement: The Trust Agreement or Agreements between
the Company and the Trustee or Trustees, as such Trust Agreement or Agreements
may be amended or restated from time to time, or any trust agreement or
agreements superseding the same. Each Trust Agreement is hereby incorporated in
the Plan by reference.
                 (58) Trustee: The trustee or trustees under the Trust Agreement
or its or their successor or successors in trust under such Trust Agreement.
                 (59) 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.
                 (60) Vested Interest: The entire amount of a Participant's
Account which has not previously been withdrawn by him or distributed to or for
him and which is nonforfeitable. All amounts credited to a Participant's Account
shall be 100% nonforfeitable at all times unless otherwise provided in an
Appendix hereto.
                 1.2 Construction. (1) Unless the context otherwise indicates,
the masculine wherever used in the Plan or Trust Agreement shall



13
<PAGE>   14

include the feminine and neuter, the singular shall include the plural and
words such as "herein", "hereof", "hereby", "hereunder" and words of similar
import refer to the Plan as a whole and not to any particular part thereof.
                 (2) Where headings have been supplied to portions of the Plan
and the Trust Agreement (other than the headings to the Subsections in Section
1.1), they have been supplied for convenience only and are not to be taken as
limiting or extending the meaning of any of such portions of such documents.
                 (3) Wherever the word "person" appears in the Plan, it shall
refer to both natural and legal persons.
                 (4) A number of the provisions hereof and of the Trust
Agreement are designed to contain provisions required or contemplated by certain
federal laws and/or regulations thereunder. All such provisions herein and in
the Trust Agreement are intended to have the meaning required or contemplated by
such provisions of such law or regulations and shall be construed in accordance
with valid regulations and valid published governmental rulings and
interpretations of such provisions. In applying such provisions hereof or of the
Trust Agreement, each Fiduciary may rely (and shall be protected in relying) on
any determination or ruling made by any agency of the United States Government
that has authority to issue regulations, rulings or determinations with respect
to the federal law thus involved.
                 (5) Except to the extent federal law controls, the Plan and
Trust Agreement shall be governed, construed and administered according to the
laws of the State of Ohio. All persons accepting or claiming benefits under the
Plan or Trust Agreement shall be bound by and deemed to consent to their
provisions.
                 (6) This Plan was originally established effective January 1,
1992 by the Instrument of Amendment of, and Spin Off from The National City
Savings and Investment Plan and Trust dated December 30, 1991 and constitutes a
continuation of the Prior Plan with respect to the "Transferred Participants" as
defined in such Instrument. Pursuant to such Instrument, the terms of the Plan
were deemed to be the terms of the Prior Plan with certain modifications
specified in the Instrument. The Plan was subsequently amended by Amendments
Nos. 1 through 4. This amendment and restatement incorporates such Amendments
and additional amendments so that it constitutes a continuation and complete
restatement of the Plan.
         (7) This amendment and restatement is generally effective as of January
1, 1992. However, certain provisions of this amendment and restatement of the
Plan are effective as of some other date. The provisions of this amendment and
restatement of the Plan which are effective prior to January 1, 1992 shall be
deemed to amend the corresponding provisions of the Plan and the Prior Plan as
in effect before this amendment and restatement and all



14
<PAGE>   15

amendments thereto. Events occurring before the applicable effective date of any
provision of this amendment and restatement Plan shall be governed by the
application provision of the Prior Plan in effect on the date of the event.
         (8) The benefits payable with respect to an Employee or former Employee
whose employment with the Controlled Group terminated before January 1, 1992
(and who is not rehired by a Controlled Group Member thereafter) shall be
determined by and paid in accordance with the terms and provisions of the Prior
Plan.

                  ARTICLE II. - ELIGIBILITY AND PARTICIPATION
                 2.1  Eligible Employees.  Each Employee who was a Participant
in the Prior Plan on December 31, 1991 shall continue to be a Participant in the
Plan on January 1, 1992. Each other Employee shall become an Eligible Employee
under the Plan on the first Enrollment Date on which he meets the following
requirements:
                 (1)  he is a Covered Employee (including such an Employee who
         is on a leave of absence),
                 (2) he has attained age 21, or he has not attained age 21 but
         was eligible to have Before-Tax Contributions made for him under the
         provisions of the Prior Plan in effect on December 31, 1988, and
                 (3) he (a) has completed a period of at least one Employment
         Year, and (b) has been credited with at least 1,000 Hours of Service.
                 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 provides for the making of decisions (1) through (4) above by
telephonic



15
<PAGE>   16

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. (1) If an Employee incurs a
Break in Service before satisfying the age and service requirements of
Subsections (2) and (3) of Section 2.1 and is later reemployed before incurring
five consecutive 1- Year Breaks in Service, periods of employment before the
Break in Service shall not be taken into account in computing eligibility to
participate until he has completed one Employment Year following his
reemployment.
                 (2) If an Employee incurs a Break in Service before satisfying
the age and service requirements of Subsections (1) and (2) of Section 2.1 and
is later reemployed after incurring five consecutive 1-Year Breaks in Service,
periods of employment before the Break in Service shall not be taken into
account in computing eligibility to participate.
                 (3) If an Employee whose employment with the Controlled Group
terminates after completing the age and service requirements of Subsections (2)
and (3) of Section 2.1 is later reemployed as a Covered Employee, such Employee
shall become a Participant on the first day of the calendar month after the
month in which he enrolls as a Participant pursuant to Sections 2.2 and 3.1.
                 2.5 Special Rules for Transferred Participants. (1) In the
event that a Participant ceases to be an Eligible Employee hereunder due to a
transfer of employment to a classification of Employees that is eligible to
participate in another profit sharing retirement plan maintained by a Controlled
Group Member which is qualified under Code Sections 401(a) and 401(k) (a
"Comparable Savings Plan"), such Participant's Account shall be transferred to
the Comparable Savings Plan and such Participant shall no longer be considered a
Participant hereunder. Such transfer shall occur as of the day of such transfer
of employment.
                 (2) In the event that an individual who is a participant in a




16
<PAGE>   17

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

                           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 10% 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 30 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



17
<PAGE>   18

Contributions by notifying the Committee or his Employer, pursuant to Committee
rules, of his desire to suspend such contributions. The eligibility for, and
entitlement to, future Before-Tax Contributions of a Participant who has
suspended such Contributions shall be limited as provided in rules established
by the Committee.
                 (3) The rules established by the Committee under this Section
shall be established and administered in a uniform and nondiscriminatory fashion
and may be amended from time to time in the sole and absolute discretion of the
Committee.
                 3.4 Transfer Contributions. (1) The Trustee shall, at the
direction of the Committee, receive and thereafter hold and administer as a part
of the Trust Fund for a Covered Employee (whether or not he has met the
eligibility requirements of Article II) all cash and other property which may be
transferred to the Trustee from a trust held under another plan in which the
Covered Employee was a participant, which meets the requirements of Code
Sections 401(a) and 501(a)(each such trust and plan being hereinafter in this
Section called a "Comparable Plan"). For 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,
receive and thereafter hold and administer as part of the Trust Fund for a
Participant all cash and property which shall have been distributed to the
Participant from a Comparable Plan in a distribution which constitutes a
"qualified total distribution" as such term is defined in Code Section
402(a)(5)(E)(i) and which cash and other property, or any part thereof (other
than amounts contributed by him to such Comparable Plan as employee
contributions) is transferred by him to the Trustee on or before the 60th day
after which he received such cash and other property and which transfer
otherwise meets the requirements of Code Section 402(a)(5) or 402(a)(6).
                 (3) Contributions made to the Trust Fund pursuant to
Subsections (1) and (2) hereof shall be referred to herein as "Transfer
Contributions." Whether or not Transfer Contributions may be made by an Employee
or group of Employees shall be determined by the Committee in its sole and
absolute discretion. Transfer Contributions will be permitted only in amounts in
excess of $1,000 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



18
<PAGE>   19

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 (1) 100% of the Before-Tax
Contributions for such month for each Participant with respect to the first 3%
of each such Participant's Credited Compensation and (2) 50% of the Before-Tax
Contributions for such month for each Participant with respect to the next 4% of
each such Participant's Credited Compensation. The Employer shall deliver its
Matching Employer Contributions to the Trust Fund at the same time as the
Before-Tax Contributions to which such 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. Notwithstanding the foregoing
provisions of this Section, for any month during which an ESOP Loan is
outstanding, Participants for whom Before-Tax Contributions were made during
such month will not be credited with a Matching Allocation pursuant to this
Section, but will be allocated and credited with a Matching Allocation in
accordance with the provisions of Section 16.5.
                 3.7  Amount of Profit Sharing Matching Contributions.
                 (1)  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 Plan Year, in addition to the Matching
Employer Contributions described in Section 3.5, Profit Sharing Matching
Contributions in the amount described in Subsection (2) of this Section. The
Profit Sharing Matching Contribution of each Employer shall be made within the
time, following the close of the Plan Year for which such Contribution is made,
which is prescribed by law for the filing by each such Employer of its federal
income tax return (including extensions thereof).
                 (2) If the Company's Return on Equity equals or exceeds 12% for
the Plan Year, the Employers shall contribute to the Trust Fund on account of
such Year Profit Sharing Matching Contributions in an amount equal to that
determined by applying the table below to the Before-Tax Contributions made for
such Year for each eligible Participant as described in Section 3.8:

                                           Profit Sharing Matching



19
<PAGE>   20

                                           Contributions (Per $1.00
         Return on Equity for Year       of Before-Tax Contributions)
         -------------------------       ----------------------------

         less than 12%                               -0-
         12% but less than 12.5%                     $0.02
         12.5% but less than 13.0%                   $0.03
         13.0% but less than 13.5%                   $0.04
         13.5% but less than 14.0%                   $0.05
         14.0% but less than 14.5%                   $0.06
         14.5% but less than 15.0%                   $0.07
         15.0% but less than 15.5%                   $0.08
         15.5% but less than 16.0%                   $0.09
         16.0% but less than 16.5%                   $0.10
         16.5% but less than 17.0%                   $0.15
         17.0% but less than 17.5%                   $0.20
         17.5% but less than 18.0%                   $0.25
         18.0% but less than 18.5%                   $0.30
         18.5% but less than 19.0%                   $0.35
         19.0% but less than 19.5%                   $0.40
         19.5% but less than 20.0%                   $0.45
         20.0% or more                               $0.50



provided however, that with respect to the Plan Year ending December 31, 1993,
and later plan Years, the table below shall apply:

                                           Profit Sharing Matching
                                           Contributions (Per $1.00
         Return on Equity for Year       of Before-Tax Contributions)
         -------------------------       ----------------------------

         less than 12%                               -0-
         12% but less than 13.5%                     $0.05
         13.5% but less than 15.0%                   $0.10
         15.0% but less than 15.5%                   $0.15
         15.5% but less than 16.0%                   $0.20
         16.0% but less than 16.5%                   $0.25
         16.5% but less than 17.0%                   $0.30
         17.0% but less than 17.5%                   $0.35
         17.5% but less than 18.0%                   $0.40
         18.0% but less than 18.5%                   $0.45
         18.5% or more                               $0.50



20
<PAGE>   21

                 (3) The Company shall determine the amount of the Employer
Profit Sharing Matching Contribution, if any, to be made hereunder for each Plan
Year pursuant to the Tables set forth in Subsection (2) hereof, based upon the
Return on Equity and Net Income for the Year. Such determination shall be
effected in accordance with generally accepted accounting principles and
applicable Securities and Exchange Commission regulations in the same manner as
for the Company's reports to stockholders, by the principal accounting officer
of the Company, and, upon approval by the Auditor of the Company, shall be final
and conclusive as to all interested persons for all purposes of the Plan.
                 3.8 Allocation of Profit Sharing Matching Contributions. To be
eligible to share in a Profit Sharing Matching Contribution for a Plan Year, an
individual must (1) have made Before-Tax Contributions to the Trust during such
Year, and (2) be an Employee of an Employer (including such an Employee who is
on a leave of absence) as of December 31 of such Year, provided, however, that
each individual who made such Before-Tax Contributions during the Year but who
does not meet such Employee test on such date because of his termination of
employment during the Year on or after his Normal or Early Retirement Date or
because of his incurring a Disability during the Year, shall, nevertheless, be
eligible to share in such Profit Sharing Matching Contribution, and provided
further, that the Accounts of Employees who made such Before-Tax Contributions
during the Year but who died during the Year shall also share in such Profit
Sharing Matching Contribution. Sharing in such Profit Sharing Matching
Contribution for such Year shall be on the basis of the respective total amounts
of Before-Tax Contributions made to the Trust during such Year, without regard
to any withdrawals or distributions thereof made after such contributions.
Profit Sharing Matching Contributions shall be allocated and credited as a
Matching Allocation to eligible Participants' Accounts as of the December 31 of
the Plan Year for which they are made. Notwithstanding the foregoing provisions
of this Section, for any Plan Year during which an ESOP Loan is outstanding,
Participants who would be eligible for a Matching Allocation pursuant to this
Section shall, in lieu thereof, be allocated and credited with a Matching
Allocation in accordance with the provisions of Section 16.5.
                 3.9 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.
                 3.10 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



21
<PAGE>   22

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.
                 3.11 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.
                 3.12 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.

                   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 commencing on or after January 1, 1987 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(a)(8)
(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.




22
<PAGE>   23

                 (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 and Profit Sharing Matching Contributions, if any, made with
respect to such Before-Tax Contributions (and any income allocable thereto)
shall be forfeited and applied to reduce subsequent Matching Employer
Contributions and Profit Sharing Matching Contributions required under the Plan.
                 4.2  Excess Before-Tax Contributions.
                 (1)  Notwithstanding the provisions of Article III, for any
         Plan Year commencing on or after January 1, 1987,
                 (a) the actual deferral percentage (as defined in Subsection
         (2) of this Section) for the group of Highly Compensated Eligible
         Employees (as defined in Subsection (3) of this Section) for such Plan
         Year shall not exceed the actual deferral percentage for all other
         Eligible Employees for such 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 45 Eligible Employees for such
         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 such 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 (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 Plan Years commencing prior to January 1, 1992, any
qualified matching contributions (as defined in Treasury Regulations issued




23
<PAGE>   24

under Code Sections 401(k) and 401(m) may be taken into account for purposes of
the preceding sentence, at the election of an Employer. 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)). In
the case of a Highly Compensated Eligible Employee who is either a 5-percent
owner (as defined in Code Section 416(i)(1)) or one of the ten most Highly
Compensated Employees, the combined actual deferral ratio for the family group
(as such term is hereinafter defined), which shall be treated as one Highly
Compensated Eligible Employee, shall be determined by combining the Before-Tax
Contributions (and, at the election of an Employer, Qualified Nonelective
Contributions) and compensation of all members of the family group who are
Eligible Employees. For the purposes of this Section and Section 4.3, the term
"family group" shall mean any Highly Compensated Eligible Employee described in
the preceding sentence and such Employee's Spouse and lineal ascendants or
descendants and the spouses of such lineal ascendants or descendants. For the
purposes of determining "the actual deferral percentage for all other Eligible
Employees" as referred to in Subsection (1) of this Section, the Before-Tax
Contributions and compensation of all members of the family group shall be
disregarded.
                 (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 actual deferral percentages (as defined in Subsection (2) of
this Section) beginning with the highest of such percentages. Notwithstanding
the foregoing provisions of this Subsection, in the case of a Highly Compensated
Eligible Employee whose actual deferral ratio is determined under the family
aggregation rules set forth in Subsection (2) of this Section, the determination
and correction of the amount of excess contributions shall be made by reducing
the actual deferral ratio in accordance with the "leveling"



24
<PAGE>   25

method described in Treasury Regulations Section 1.401(k)-1(f)(2) and
allocating the excess contributions for the family group among its members in
proportion to the Before-Tax Contributions of each member of the family group
that is combined to determine the actual deferral ratio.
                 (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, Profit Sharing
Matching Contributions and ESOP Contributions required under the Plan.
                 4.3 Excess Matching Allocations. (1) Notwithstanding the
provisions of Article III, effective January 1, 1987, for any Plan Year the
contribution percentage (as defined in Subsection (2) of this Section) for the
group of Highly Compensated Eligible Employees (as defined in Section 4.2(3))
for such Plan Year shall not exceed the greater of (a) 125 percent of the
contribution percentage for all other Eligible Employees or (b) the lesser of
200 percent of the contribution percentage for all other Eligible Employees, or
the contribution percentage for all other Eligible Employees plus 2 percentage
points. If two or more plans of the Controlled Group to which matching
contributions, employee after-tax contributions or before-tax contributions (as
defined in Section 4.1(1)) are made are treated as one plan for purposes of Code
Section 410(b), such plans shall be treated as one plan for purposes of this
Subsection; and if a Highly Compensated Eligible Employee participates in two or
more plans of the Controlled Group to which such contributions are made, all
such contributions shall be aggregated for purposes of this Subsection.
                 (2) For the purposes of this Section, 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. In the case of a Highly
Compensated Eligible Employee who is either a 5-percent owner (as defined in
Code Section 416(i)(1)) or one of the ten most Highly Compensated Employees, the
combined contribution ratio for the family group (as such term is defined in
Section 4.2(2)), which shall be treated as one Highly Compensated Employee,
shall be determined by combining the Matching Allocations and compensation of
all members of the family group who are Eligible Employees. For the purposes of
determining "the contribution percentage for all other Eligible Employees" as
referred to in Subsection (1) of this Section, the Matching Allocations for, and
the compensation of, all members of the family group shall be disregarded.
                 (3) In the event that excess aggregate contributions (as such



25
<PAGE>   26

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 3.9 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 their
contribution percentages (as defined in Subsection (2) of this Section)
beginning with the highest of such percentages. Notwithstanding the foregoing
provisions of this Subsection, in the case of a Highly Compensated Eligible
Employee whose contribution percentage is determined under the family
aggregation rules set forth in Subsection (2) of this Section, the determination
and correction of the amount of excess aggregate contributions shall be made by
reducing the contribution ratio in accordance with the "leveling" method
described in Treasury Regulation Section 1.401(m)-1(c)(2) and allocating the
excess aggregate contributions for the family group among its members in
proportion to the Matching Allocations of each member of the family group that
is combined to determine the contribution ratio.
                 (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.
                 4.4  Multiple Use of the Alternative Limitation.
                 (1)  Notwithstanding the provisions of Article III or the
foregoing provisions of this Article IV, effective January 1, 1989, 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



26
<PAGE>   27

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 does not exceed
1.25 multiplied by the actual deferral percentage of the non-Highly Compensated
Eligible Employees, or (b) the contribution percentage of the Highly Compensated
Eligible Employees does not exceed 1.25 multiplied by the contribution
percentage of the non-Highly Compensated Eligible Employees.
                 (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 Plan Year, or (ii) the
contribution percentage of the non-Highly Compensated Eligible Employees for the
Plan Year, and (b)4 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.
                 4.5 Monitoring Procedures. (1) In order to ensure that at least
one of the actual deferral percentages specified in Section 4.2(1) and at least
one of the contribution percentages specified in Section 4.3(1) and the
aggregate limit specified in Section 4.4(2) are satisfied for each Plan Year,
the Company shall monitor (or cause to be monitored) the amount of Before-Tax
Contributions and Matching Allocations being made to the Plan by or for each
Eligible Employee during each Plan Year. In the event that the Company
determines that neither of such actual deferral percentages, neither of such
contribution percentages or such aggregate limit will be satisfied for a Plan
Year, and if the Committee in its sole discretion determines that it is
necessary or desirable, the Before-Tax Contributions and/or the Matching
Allocations made thereafter by or for each Highly Compensated Eligible Employee
(as defined in Section 4.2(3)) may be reduced (pursuant to non-discriminatory
rules adopted by the Company) to the extent necessary to decrease the actual
deferral percentage and/or the contribution percentage for Highly Compensated
Eligible Employees for such Plan Year to a level which satisfies either of the
actual deferral percentages, either of the contribution percentages and/or the
aggregate limit.
                 (2) In order to ensure that excess deferrals (as such term is
defined in Section 4.1(2)) shall not be made to the Plan for any taxable year




27
<PAGE>   28

for any Participant, the Company shall monitor (or cause to be monitored) the
amount of Before- Tax Contributions being made to the Plan for each Participant
during each taxable year and may take such action (pursuant to
non-discriminatory rules adopted by the Company) to prevent Before-Tax
Contributions made for any Participant under the Plan for any taxable year from
exceeding the maximum amount applicable under Section 4.1(1).
                 (3) The actions permitted by this Section are in addition to,
and not in lieu of, any other actions that may be taken pursuant to other
Sections of the Plan or that may be permitted by applicable law or regulation
in order to ensure that the limitations described in Sections 4.1, 4.2, 4.3 and
4.4 are met.
                 4.6 Testing Procedures. (1) In applying the limitations set
forth in Sections 4.2, 4.3 and 4.4, the Company may, at its option, utilize such
testing procedures as may be permitted under Code Sections 401(a)(4), 401(k),
401(m) or 410(b), including, without limitation, (a) aggregation of the Plan
with one or more other qualified plans of the Controlled Group, (b) inclusion of
qualified matching contributions, qualified nonelective contributions or
elective deferrals described in, and meeting the requirements of, Treasury
Regulations under Code Sections 401(k) and 401(m) to any other qualified plan of
the Controlled Group in applying the limitations set forth in Sections 4.2, 4.3
and 4.4, or (c) any permissible combination thereof.
                 (2) Notwithstanding the foregoing provisions of this Article,
to the extent required by the Code and Treasury Regulations the limitations of
Sections 4.2, 4.3 and 4.4 shall be applied separately to each of the Profit
Sharing Feature and the ESOP Feature.
                 4.7 Limitations on Employer and Before-Tax Contributions.
Notwithstanding any provision of the Plan to the contrary, any Before-Tax
Contributions or Employer Contributions hereunder for any Plan Year shall in no
event exceed the amount that would be deductible by an Employer for such Plan
Year for federal income tax purposes and each Before-Tax Contribution and
Employer Contribution to the Trust Fund made by any Employer is hereby
specifically conditioned upon such deductibility.
                 4.8 Return of Contributions to Employers. (1) Except as
specifically provided in this Section or in the other Sections of the Plan, the
Trust Fund shall never inure to the benefit of the Employers and shall be held
for the exclusive purposes of providing benefits to Employees, Participants and
their Beneficiaries and defraying reasonable expenses of administering the Plan.
                 (2) If an Employer Contribution to the Trust Fund is made by an
Employer by a mistake of fact, the excess of the amount contributed over the
amount that would have been contributed had there not occurred a mistake of



28
<PAGE>   29

fact shall be returned to such Employer within one year after the payment of
such Contribution. If an Employer Contribution to the Trust Fund made by an
Employer which is conditioned upon the deductibility of the Contribution under
Code Section 404 (or any successor thereto) is not fully deductible under such
Code Section (or any successor thereto), such Contribution, to the extent the
deduction therefor is disallowed, shall be returned to the Employer within one
year after the disallowance of the deduction. Earnings attributable to Employer
Contributions returned to an Employer pursuant to this Subsection may not be
returned, but losses attributable thereto shall reduce the amount to be
returned; provided, however, that if the withdrawal of the amount attributable
to the mistaken or non-deductible contribution would cause the balance of the
individual Account of any Participant to be reduced to less than the balance
which would have been in such Account had the mistaken or non-deductible amount
not have been contributed, the amount to be returned to the Employer pursuant to
this Section shall be limited so as to avoid such reduction.
                 4.9 Maximum Additions. (1) Notwithstanding the provisions of
Article III or the foregoing provision of this Article IV, effective as of
January 1, 1987, 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 (or, if
greater, one-fourth of the dollar limitation in effect under Code Section
415(b)(1)(A)) 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,
         57
                 (c)  all forfeitures allocated to the Participant's account
         pursuant to a defined contribution plan maintained by a Controlled
         Group Member,
                 (d) any amount allocated to an individual medical benefit
         account (as defined in section 415(1)(2) of the Code) of the
         Participant which is part of a pension or annuity plan, and
                 (e) any amount attributable to medical benefits allocated to
         the Participant's account established under Code Section 419A(d)(1) if
         the Participant is or was a key-employee (as such term is defined in
         Code Section 416(i)) during such Plan Year or any preceding Plan Year.




29
<PAGE>   30

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



30
<PAGE>   31

                 (a) the defined benefit plan fraction for any Plan Year is a
         fraction, (i) the numerator of which is the projected annual benefit of
         the participant under the plan (determined as of the close of the
         Year), and (ii) the denominator of which is the lesser of (A) the
         product of 1.25, multiplied by the dollar limitation in effect under
         Code Section 415(b)(1)(A) for such Year or (B) the product of 1.4,
         multiplied by the amount which may be taken into account under Code
         Section 415(b)(1)(B) with respect to such participant under the plan
         for such Year; and
                 (b) the defined contribution plan fraction for any Plan Year is
         a fraction, (i) the numerator of which is the sum of the annual
         additions to the participant's account as of the close of the Year and
         for all prior Years, and (ii) the denominator of which is the sum of
         the lesser of the following amounts determined for such Year and
         for each prior year of service with the Controlled Group (regardless
         of whether a plan was in existence during such Year):
                      (A) the product of 1.25, multiplied by the dollar
                 limitation in effect under Code Section 415(c)(1)(A) for such
                 Year and each such prior year of service, or
                      (B) the product of 1.4, multiplied by the amount which may
                 be taken into account under Code Section 415(c)(1)(B) with
                 respect to such participant under such plan for such Year and
                 each such prior year of service.
                 (2) A Participant's projected annual benefit for purposes of
Subsection (1) of this Section is equal to the annual benefit to which he would
be entitled under the terms of the defined benefit plan, assuming he will
continue employment until reaching normal retirement age as determined under the
terms of such plan (or current age, if later), his compensation for the Plan
Year under consideration will remain the same until the date he attains such
age, and all other relevant factors used to determine benefits under the plan
for the Plan Year under consideration will remain constant for all future Plan
Years.
                 4.11  Definitions.  (1)  For purposes of applying the
limitations set forth in Sections 4.9 and 4.10, all qualified defined benefit
plans (whether or not terminated) ever maintained by one or more Controlled
Group Members shall be treated as one defined benefit plan, and all qualified
defined contribution plans (whether or not terminated) ever maintained by one or
more Controlled Group Members shall be treated as one defined contribution plan.
                 (2) For purposes of this Section and Sections 4.9 and 4.10, the
term "Controlled Group Member" shall be construed in the light of Code



31
<PAGE>   32

Section 415(h).
                 4.12 Funding Policy. To the extent such has not already been
done, the Committee shall (1) determine, establish and carry out a funding
policy and method consistent with the objectives of the Plan and the
requirements of applicable law, and (2) furnish from time to time to the person
responsible for the investment of the assets held in the Trust Fund information
such Committee may have relative to the Plan's probable short-term and long-term
financial needs, including any probable need for short-term liquidity, and such
Committee's opinion (if any) with respect thereto.

                            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, and the Capital Preservation 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 or the Money Market Fund may, in the
         discretion of the Trustee, be invested in any NCB Investment Trust
         Fund. Funds in the Fixed Income Fund, the Equity Fund and the Capital
         Preservation Fund may not be invested in an NCB Investment Trust Fund,
         unless such NCB Investment Trust 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
         unless such NCB Investment Trust 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


32
<PAGE>   33

         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 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 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) After-Tax Contributions, (c) Matching Allocations, (d)
Qualified Nonelective Contributions and (e) Transfer Contributions (unless the
Trustee determines to maintain the cash or property transferred to the Trust
Fund as a Transfer Contribution pursuant to one or more of the foregoing
Sub-Accounts). The Trustee shall establish any Sub-Account required by any
Appendix to the Plan. The Trustee shall also maintain, or cause to be
maintained, separate records which shall show (i) the portion of each such
Sub-Account invested in each Investment Fund and (ii) the amount of
contributions thereto, payments and withdrawals and loans therefrom and the
amount of income, expenses, gains and losses attributable thereto. The interest
of each Participant in the Trust Fund at any time shall consist of his Account
balance (as determined pursuant to Section 5.4) as of the last preceding
Valuation Date plus credits and minus debits to such Account since that Date
plus the value of the Participant's Loan



33
<PAGE>   34

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



34
<PAGE>   35

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.
                 (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 a voice response
telephonic system established and supervised by the Committee, 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 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 supervised by
the Committee, with written confirmation mailed to the Participant within three
days. Only one such investment direction revision may be made by a Participant
in any calendar quarter except that after the Conversion Date, only one such
investment direction revision may be made by a Participant in any calendar
month. Such investment direction revision shall affect only amounts contributed
after the direction and prior to a subsequent revision.
                 (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



35
<PAGE>   36

to Employer Contributions) be liquidated and the proceeds thereof reinvested in
any other Investment Fund(s). 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 the proceeds thereof
reinvested in the Money Market Fund or the Fixed Income Fund.
                 (2) An investment-mix adjustment described in this Section may
only be made on either (A) a form supplied or approved by the Committee or an
Employer, signed by the Participant and filed with the Committee or his Employer
or (B) if available to the Participant, by effecting such adjustment by means of
a voice response telephonic system, established by and supervised by the
Committee, with written confirmation mailed to the Participant within three
days. Only one such adjustment may be made by a Participant in any calendar
quarter, except that after the Conversion Date only one such adjustment may be
made by a Participant in any calendar month.
                 (3) Notwithstanding any other provision of this Section to the
contrary, a Participant (a) whose employment with the Controlled Group
terminates for reasons other than the attainment of Normal or Early Retirement
Age or the occurrence of a Disability, and (b) who does not receive a
distribution of his entire Vested Interest in the Trust Fund before the
expiration of six full calendar months following the date on which his
employment terminates, shall be deemed to have made an investment-mix adjustment
election pursuant to this Section to have all of his interest in the Trust Fund
reinvested in the Money Market Fund (to the extent not already invested therein)
effective as of the Valuation Date immediately following the expiration of such
six-month period. Thereafter, no investment-mix adjustment election may be made
by such a Participant. An investment-mix adjustment made pursuant to this
Section shall be made with respect to the Participant's interest in the Capital
Preservation Fund, if any, notwithstanding the provisions of Subsection (1)
which would otherwise prohibit such an investment-mix adjustment election.
                 (4) A Beneficiary of a deceased Participant shall have the same
rights as a Participant has under Subsections (1) and (2) of this Section. With
respect to any other non-Participant who becomes eligible to receive a
distribution under the Plan and who does not receive a distribution of the
entire interest in the Trust Fund to which he is entitled before the expiration
of six full calendar months following the date on which he would have been
eligible to commence receiving a distribution, his interest in the Trust Fund
shall be reinvested in the Money Market Fund (to the extent not already invested
therein) effective as of the Valuation Date immediately following the expiration
of such six-


36
<PAGE>   37

month period.  Thereafter, no investment-mix adjustment election may be made by
such a non-Participant.
                 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 percentage (in even multiples of 5%) of the amount to be
so invested; and (d) for any other matters which the Committee deems necessary
or advisable in the administration of any Investment Fund.
                 (2) The Committee shall give appropriate and timely directions
to the Trustee in order to permit the Trustee to give effect to the investment
choice and investment change elections made under Sections 5.5 and 5.6 and to
provide funds for distributions and withdrawals pursuant to Article VI.
Investments in and withdrawals from each Investment Fund shall be made only as
of a Valuation Date.

               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.




37
<PAGE>   38

                 (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.
                 (3) If a Participant dies after the commencement of payments of
his Vested Interest to him in the form described in Section 6.3(1)(b), but
before all of such payments have been made, the undistributed portion of his
Vested Interest shall continue to be paid to his Death Beneficiary in the same
manner as originally elected by the Participant, provided however, that,
effective as of January 1, 1995, such Participant's Death Beneficiary shall be
permitted to elect that the payment of such portion be made in a lump sum.
                 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 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) 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



38
<PAGE>   39

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 $3,500 on the first Valuation Date next following such termination of
employment (and never exceeded $3,500 at the time of any previous withdrawal or
distribution), such Vested Interest shall be paid to the Participant (or, if
applicable, his Beneficiary) in a lump sum within 90 days after such Valuation
Date.
                 6.6 Distributions Pursuant to a QDRO. If a qualified domestic
relations order (as defined in Code Section 414(p)) so provides, the portion of
a Participant's Vested Interest payable to the alternate payee(s) may be
distributed to the alternate payee(s) at the time specified in such order,
regardless of whether the 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 l0th 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



39
<PAGE>   40

shall be required to be made or commence until the Participant files his
application with the Committee pursuant to Section 6.1.
                 (2)(a) Notwithstanding any other provision of the Plan,
         effective as of January 1, 1989, the entire Account of each Participant
         under the Plan (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.
                 (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 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



40
<PAGE>   41

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
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 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 withdrawal with the
Committee.
                 6.10 Withdrawal of After-Tax and Transfer Contributions. (1) A
Participant, whether or not he is an Employee, may elect to withdraw all or any
portion of his After-Tax Contributions Sub-Account. A Participant who makes such
a withdrawal shall not be permitted to make any further withdrawals of After-Tax
Contributions during the 12-month period following such withdrawal.
                 (2) A Participant, whether or not he is an Employee, may elect
to withdraw all or any portion of his Transfer Contributions Sub-Account which
is attributable to Transfer Contributions described in Section 3.4(2).
                 (3) Withdrawals pursuant to this Section shall be paid to the
Participant as soon as practicable after, and shall be valued as of, the next
Valuation Date, which is at least 30 days after the date on which the
Participant files an application for a withdrawal with the Committee.
                 6.11 Hardship Withdrawals. A Participant who is an Employee and
who has obtained all distributions and withdrawals (other than for Hardship) and
all nontaxable loans then available under all plans maintained by the Controlled
Group may request, on a form provided by and filed with the Committee, a
withdrawal on account of Hardship of all or a part of his Before-Tax
Contributions Sub-Account (excluding any earnings allocated thereto on or after
January 1, 1989). Upon making a determination that the Participant is entitled
to a withdrawal on account of Hardship, the Committee shall direct the Trustee
to distribute to such Participant all or a portion of his Before-Tax
Contributions Sub-Account (excluding any earnings allocated thereto on or after
January 1, 1989), provided that the amount of the withdrawal shall not be in
excess of the amount necessary to alleviate such Hardship. If a withdrawal on
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



41
<PAGE>   42

         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 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 the
Participant's Account as follows: first, against the Participant's Before - -Tax
Contributions Sub-Account; second, to the extent necessary, against the
Participant's Matching Allocations Sub-Account; third, to the extent necessary,
against the Participant's Transfer Contributions Sub-Account; fourth, to the
extent necessary against the Participant's After-Tax Contributions Sub-Account;
fifth, to the extent necessary against the Participant's Qualified Non-Elective
Contributions Sub-Account; sixth, to the extent necessary, against the


42
<PAGE>   43


Participant's Prior Plan Employer Contributions described in any Appendix to the
Plan.
                 (2) A Participant shall not be entitled to a loan under this
Section unless the Participant and, if he is married at the time the loan is
made, his Spouse (determined at the time the loan is made), consent to (a) the
use of the Participant's Account as security as provided in Subsection (5)(c) of
this Section and (b) the possible reduction of the Participant's Account as
provided in Subsection (6) of this Section. A Spouse's consent required by the
preceding sentence shall be signed by the Spouse, shall acknowledge the effect
of such consent, and shall be witnessed by any person designated by the
Committee as a plan representative or by a notary public. Any consent required
by the preceding sentences must be given within the ninety day period preceding
the disbursement of the loan proceeds. Notwithstanding the foregoing, the
consent of the spouse of a Participant shall not be required with respect to any
loan made under this Section after the Conversion Date.
                 (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 and interest on the promissory
note



                                       43
<PAGE>   44

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:
                               (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; or



44
<PAGE>   45

                                    (II)   in the case of a Participant who is
                               not an Employee, distribution of his Account; or
                                    (III)  in the case of a Participant who is
                               an Employee, termination of his employment with
                               the Controlled Group; or
                                    (IV)   the Participant's death; or
                                    (V)    the filing of a petition, the entry
                               of an order or the appointment of a receiver,
                               liquidator, trustee or other person in a similar
                               capacity, with respect to the Participant,
                               pursuant to any state or federal law relating to
                               bankruptcy, moratorium, reorganization,
                               insolvency or liquidation, or any assignment by
                               the Participant for the benefit of his 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, and any interest accruing thereafter, 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.
If, as a result of the application of the preceding sentence, an amount of
principal or interest on a loan remains outstanding after default, interest at
the rate specified in the promissory note executed by the Participant in respect
of such loan shall continue to accrue on such outstanding amount until fully
satisfied by deduction from the Participant's Loan Account as hereinabove
provided or by payment by or on behalf of such Participant. Notwithstanding any
other provision of the Plan, a Participant shall not be eligible to have
Before-Tax Contributions made on his behalf during the period of time of his
default on a Plan loan and the time of satisfaction of the loan by deduction as
described above or by payment by or on behalf of such Participant.
                 6.14  Other Optional Forms of Benefit.  The provisions of any
Appendix that are applicable to a portion of a



45
<PAGE>   46

Participant's Account shall control (with respect to that portion of the
Account) over the preceding provisions of this Article to the extent that such
Appendix provisions provide, as required by applicable law, optional forms of
benefit (within the meaning of Code Section 411(d)(6) and Treasury Regulations
issued thereunder) which supercede, or are in addition to, the optional forms of
benefit provided by this Article. Further, provisions of any Appendix or Prior
Plan or Predecessor Plan which relate to the election or waiver of any such
optional forms of benefit, or consent requirements applicable to such elections
or waivers shall control over the provisions of this Article.
                 6.15  Direct Rollover Provisions.
                 (a) This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under this Section 6.15, a
Distributee may elect, at the time and in the manner prescribed by the plan
administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover, provided, however, that if such Direct Rollover is of a portion less
than 100% of such Eligible Rollover Distribution, such portion must equal or
exceed $500 for this Section 6.15 to apply.
                 (b)  Definitions.
                 (1)  Eligible Rollover Distribution:  An Eligible Rollover
Distribution is any distribution of all or any portion of the balance to the
credit of the Distributee which equals or exceeds $200, except that an Eligible
Rollover Distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution to
the extent such distribution is required under section 401(a)(9) of the Code;
and the 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).
                 (2) Eligible Retirement Plan: An Eligible Retirement Plan in an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible Rollover Distribution
to the surviving spouse, an Eligible Retirement Plan is an individual retirement
account or individual retirement annuity.
                 (3)  Distributee:  A Distributee includes an employee or



46
<PAGE>   47

former employee. In addition, the employee's or former employee's surviving
spouse and the employee's or former employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as defined in
section 414(p) of the Code, are Distributees with regard to the interest of the
spouse or former spouse.
                 (4)  Direct Rollover:  A Direct Rollover is a payment by the
Plan to the Eligible Retirement Plan specified by the Distributee.

                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 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



47
<PAGE>   48

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. Such compensation and all
other expenses of the Trustee and other expenses necessary for the proper
administration of the Plan and Trust Fund shall be paid by the Trustee from the
Trust Fund, unless the Company determines, in its sole discretion, that all or
any part of such compensation and expenses shall be paid by the Employers.
Notwithstanding the foregoing, any extraordinary expenses incurred by the
Trustee with respect to the interest of any person in the Trust Fund may, in the
discretion of the Trustee and with the approval of the Committee, be charged to
such person's interest in the Trust Fund. Taxes, if any, on any property held by
the Trustee shall be paid out of the Trust Fund and taxes, if any, other than
transfer taxes, on distributions to a Participant or Beneficiary of a
Participant shall be paid by the Participant or the Beneficiary, respectively.
                 7.7 No Diversion of Trust Fund. Except as specifically provided
in other Sections of the Plan, it shall be and it is hereby made impossible, at
any time prior to the satisfaction of all liabilities with respect to Employees
and their Beneficiaries under the Plan, for any part of the corpus or income of
the Trust 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.

                       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. The Committee shall notify the Trustee of
any such appointment (or revocation thereof) in writing, and the Trustee may



48
<PAGE>   49

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 (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, 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 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 to the extent that the assets in such Fund are
insufficient to pay for such security or other property, and (c) the Trustee
shall be under no duty or obligation to (i) invest or reinvest the NCC Stock
Fund except as directed by the Investment Manager thereof, (ii) make any
investment review or examination of the NCC 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.

                         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



49
<PAGE>   50

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 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.

                    ARTICLE X. - ADMINISTRATION OF THE PLAN
                         AND FIDUCIARY RESPONSIBILITIES




                                       50
<PAGE>   51

                 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 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




51
<PAGE>   52

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 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.
                 10.10 Rules and Procedures.  The Committee may adopt rules
for the administration of the Plan and rules for its



52
<PAGE>   53


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 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 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 arising under the provisions of
         the Plan as to any individual's entitlement to become a Participant;
                 (2)  to determine the amount of benefits, if any, payable to
         any person under the Plan; 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



53
<PAGE>   54

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.

                           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).
                 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 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



54
<PAGE>   55

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.

                         ARTICLE XII. - OTHER EMPLOYERS
                 12.1 Adoption by Other Employers. As of January 1, 1992, and
thereafter the Company was the only Employer under the Plan. Any other
corporation or business organization may, with the consent of the Committee,
adopt the Plan and thereby become an Employer hereunder by executing an
instrument evidencing such adoption and filing a copy thereof with the Committee
and the Trustee. Such adoption may be subject to such terms and conditions as
the Committee requires and approves.
                 12.2 Withdrawal of Employer. Any Employer (other than the
Company) which adopts the Plan may elect separately to withdraw from the Plan.
Any such withdrawal shall be expressed in an instrument executed by the
withdrawing Employer and filed with the Company and the Trustee. Such withdrawal
shall become effective when so filed unless some other effective date is
designated in the instrument and approved by the Committee. No such withdrawal
shall decrease the amount of Employer Contributions to be made by the Employer
on account of periods preceding such withdrawal. In the event of such a
withdrawal of an Employer, or in the event the Plan is terminated as to an
Employer (but not all the Employers) pursuant to Section 13.1, such Employer
(herein called "former Employer") shall cease to be an Employer, and Employer
Contributions of such former Employer and Before-Tax and Transfer Contributions
of Employees of such former Employer shall cease.
                 12.3 Withdrawal of Employee Group. Any Employer may elect to
withdraw from the Plan any designated group of its Employees while continuing to
include another group or other groups of its Employees within the Plan. Any such
withdrawal of a designated group of Employees shall be expressed in an
instrument executed by the Employer and filed with the Company (if the Employer
making such withdrawal is not the Company) and the Trustee. Such withdrawal



55
<PAGE>   56

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

                    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, effective as of January
1, 1989, each Participant having not less than three years of service shall be
permitted to elect, during the election period described in Subsection (2) of
this Section, to have his nonforfeitable percentage computed under the Plan
without regard to such amendment.
                 (2) Such election period shall begin on the date the Plan



56
<PAGE>   57

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

                   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: Effective as of January 1, 1989,
"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).



57
<PAGE>   58

                 (5) Determination Date: For any Plan Year, the last day of the
immediately preceding Plan Year, except that in the case of the first Plan Year
of the Plan, the Determination Date shall be the last day of such first Plan
Year.
                 (6) Extra Top-Heavy Group: An Aggregation Group if, as of a
Determination Date, the aggregate present value of accrued benefits for Key
Employees in all plans in the Aggregation Group (whether Defined Benefit Plans
or Defined Contribution Plans) is more than ninety (90%) of the aggregate
present value of all accrued benefits for all employees in such plans.
                 (7)  Extra Top-Heavy Plan:  See Section 14.3.
                 (8)  Former Key Employee:  A Non-Key Employee with respect to
a Plan Year who was a Key Employee in a prior Plan Year. Such term shall also
include his Beneficiary in the event of his death.
                 (9)  Key Employee:  An Employee or former Employee who is or
was a Participant and who, at any time during the current Plan Year or any of
the four preceding Plan 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, effective as of
January 1, 1988, 50% of the dollar amount in effect under Code Section
415(b)(1)(A) for any such Plan Year, (b) one of the 10 Employees owning (or
considered as owning within the meaning of Code Section 318) the largest
interests in an Employer and having annual Compensation of more than the
applicable dollar amount referred to in Section 4.9(1), (c) a 5- percent owner
(as such term is defined in Code Section 416(i)(1)(B)(i)) or (d) a 1-percent
owner (as such term is defined in Code Section 416(i)(1)(B)(ii)) having an
annual Compensation of more than $150,000. For purposes of clause (b) of this
Subsection, if two Employees have the same interest in an Employer, the Employee
having greater annual Compensation shall be treated as having a larger interest.
The term "Key Employee" shall also include such Employee's Beneficiary in the
event of his death. For purposes of this Subsection, effective as of January 1,
1989, "Compensation" has the meaning given such term by Code Section 414(q)(7).
                 (10) Non-Key Employee: An Employee or former Employee who is or
was a Participant and who is not a Key Employee. Such term shall also include
his Beneficiary in the event of his death.
                 (11)  Permissive Aggregation Group:  The group of qualified
plans of an Employer consisting of:
                 (a)  the plans in the Required Aggregation Group; plus
                 (b)  one (1) or more plans designated from time to time by the
         Committee that are not part of the Required Aggregation Group but that
         satisfy the requirements of Code Sections 401(a)(4) and 410 when
         considered with the Required Aggregation Group.



                                       58
<PAGE>   59

                 (12)  Required Aggregation Group:  The group of qualified
plans of an Employer consisting of:
                 (a) each plan in which a Key Employee participates; plus
                 (b) each other plan which enables a plan in which a Key
         Employee participates to meet the requirements of Code Sections
         401(a)(4) or 410.
                 (13) Top-Heavy Account Balance: A Participant's (including a
Participant who has received a total distribution from this Plan) or a
Beneficiary's aggregate balance standing to his account as of the Valuation Date
coinciding with or immediately preceding the Determination Date (as adjusted by
the amount of any Employer Contributions made or due to be made after such
Valuation Date but before the expiration of the extended payment period in Code
Section 412(c)(10)), provided, however, that such balance shall include the
aggregate distributions made to such Participant or Beneficiary during the five
(5) consecutive Plan Years ending with the Plan Year that includes the
Determination Date (including distributions under a terminated plan which if it
had not been terminated would have been included in a Required Aggregation
Group), and provided further that if an Employee or former Employee has not
performed services for any Employer maintaining the Plan at any time during the
5-year period ending on the Determination Date, his account (and/or the account
of his Beneficiary) shall not be taken into account.
                 (14) Top-Heavy Group: An Aggregation Group if, as of a
Determination Date, the aggregate present value of accrued benefits for Key
Employees in all plans in the Aggregation Group (whether Defined Benefit Plans
or Defined Contribution Plans) is more than sixty percent (60%) of the aggregate
present value of accrued benefits for all employees in such plans.
                 (15)  Top-Heavy Plan:  See Section 14.2.
                 14.2  Determination of Top-Heavy Status.  (1)  Except as
provided by Subsections (2) and (3) of this Section, the Plan shall be a
Top-Heavy Plan if, as of a Determination Date:
                 (a) the aggregate of Top-Heavy Account Balances for Key
         Employees is more than sixty percent (60%) of the aggregate of all
         Top-Heavy Account Balances, excluding for this purpose the aggregate
         Top-Heavy Account Balances of Former Key Employees; or
                 (b)  if the Plan is included in a Required Aggregation Group
         which is a Top-Heavy Group.
                 (c) 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.
                 (2) If the Plan is included in a Permissive Aggregation Group


59
<PAGE>   60

which is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan
notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under
Subsection (1) of this Section.
                 14.3  Determination of Extra Top-Heavy Status.
                 (1)  Except as provided by Subsections (2) and (3) of this
Section, the Plan shall be an Extra Top-Heavy Plan if, as of the Determination
Date:
                 (a) the aggregate of Top-Heavy Account Balances for Key
         Employees is more than ninety percent (90%) of the aggregate of all
         Top-Heavy Account Balances, excluding for this purpose the aggregate
         Top-Heavy Account Balances of Former Key Employees; or
                 (b)  if the Plan is included in a Required Aggregation Group
         which is an Extra Top-Heavy Group.
                 (2) If the Plan is included in a Required Aggregation Group
which is not an Extra Top-Heavy Group, the Plan shall not be an Extra Top-Heavy
Plan notwithstanding the fact that the Plan would otherwise be an Extra
Top-Heavy Plan under paragraph (a) of Subsection (1) of this Section.
                 (3) If the Plan is included in a Permissive Aggregation Group
which is not an Extra Top-Heavy Group, the Plan shall not be an Extra Top-Heavy
Plan notwithstanding the fact that the Plan would otherwise be an Extra
Top-Heavy Plan under Subsection (1) of this Section.
                 14.4 Top-Heavy Plan Requirements. Notwithstanding any other
provisions of the Plan to the contrary, if the Plan is a Top-Heavy Plan for any
Plan Year, the Plan shall then satisfy the following requirements for such Plan
Year:
                 (1)  The minimum contribution requirement as set forth in
Section 14.5.
                 (2)  The adjustment to minimum benefits and allocations as set
forth in Section 14.6.
                 14.5  Minimum Contribution Requirement.  If the Plan is a
Top-Heavy Plan for any Plan Year:
                 (1) Each Non-Key Employee who is eligible to share in any
Employer Contribution for such Plan Year (or who would have been eligible to
share in any such Employer Contribution if a Before-Tax Contribution had been
made for him during such Plan Year) shall be entitled to receive an allocation
of such Employer Contribution, which is at least equal to three percent (3%) of
his Compensation for such Plan Year.
                 (2) The three percent (3%) minimum contribution requirement
under Subsection (1) of this Section for a Non-Key Employee shall be increased
to four percent (4%) if the Employer maintains a Defined Benefit Plan which does
not cover such Non-Key Employee.




60
<PAGE>   61

                 (3) The percentage minimum contribution requirement set forth
in Subsections (1) and (2) of this Section with respect to a Plan Year shall not
exceed the percentage at which Employer Contributions are made (or required to
be made) under the Plan for such Plan Year for the Key Employee for whom such
percentage is the highest for such Year.
                 (4) The percentage minimum contribution requirement set forth
in Subsections (2) and (3) of this Section may also be reduced or eliminated in
accordance with Section 14.8(2).
                 (5) For the purpose of Subsection (3) of this Section,
contributions taken into account shall include like contributions under all
other Defined Contribution Plans in the Required Aggregation Group, excluding
any such plan in the Required Aggregation Group if that plan enables a Defined
Benefit Plan in such Required Aggregation Group to meet the requirements of Code
Sections 401(a)(4) or 410.
                 (6) For the purpose of this Section, the term "Employer
Contributions" shall include Before-Tax Contributions made for an Employee.
                 14.6 Adjustment to Minimum Benefits and Allocations. If the
Plan is a Top-Heavy Plan for any Plan Year, and if the Employer maintains a
Defined Benefit Plan which could or does provide benefits to Participants in
this Plan:
                 (a) If the Plan is not an Extra Top-Heavy Plan (but is a
         Top-Heavy Plan), then the percentage minimum contribution requirement
         in Section 14.5(a) shall be seven and one-half percent (7-1/2%) for a
         Non-Key Employee who is covered by this Plan and the Defined Benefit
         Plan.
                 (b) If the Plan is an Extra Top-Heavy Plan, then parts (a) and
         (b) of Section 4.10(1) shall be calculated by substituting "1.0" for
         "1.25" for each place such "1.25" figure appears, and Code Section
         415(e)(6)(B)(I) shall be calculated by substituting "$41,500: for
         "$51,875" for each place such "$51,875" amount appears.
                 14.7 Coordination With Other Plans. (1) In applying this
Article, an Employer and all Controlled Group Members shall be treated as a
single employer, and the qualified plans maintained by such single employer
shall be taken into account.
                 (2) In the event that another Defined Contribution Plan or
Defined Benefit Plan maintained by the Controlled Group provides contributions
or benefits on behalf of Participants in this Plan, such other plan(s) shall be
taken into account in determining whether this Plan satisfies Section 14.4; and
the minimum contribution required for a Non-Key Employee in this Plan under
Section 14.5 will be reduced or eliminated, in accordance with the requirements
of Code Section 416 and the Regulations thereunder, if a minimum contribution or
benefit is made or accrued in whole or in part in respect of such other plan(s).




61
<PAGE>   62

                 (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.

                  ARTICLE XV. - PROVISIONS RELATING TO VOTING
                         AND TENDER OFFERS FOR NCC STOCK
                 15.1 Voting of NCC Stock. All voting rights on shares of NCC
Stock held by the Trustee shall be exercised by the Trustee only as directed by
the Participants and Beneficiaries with respect to allocated shares of NCC
Stock, and acting in their capacity as Named Fiduciaries (within the meaning of
Section 402 of ERISA) with respect to non-directed shares of NCC Stock, in
accordance with the following provisions of this Section:
                 (1) As soon as practicable before each annual or special
shareholders' meeting of the Company, the Trustee shall furnish to each
Participant a copy of the proxy solicitation material sent generally to
shareholders, together with a form requesting confidential instructions on how
the shares allocated to such Participant's Account and a proportionate share
(based on the amount of any shares allocated to his Account) of any non-directed
shares (including fractional shares to 1/1000th of a share) are to be voted. The
Company and the Committee shall cooperate with the Trustee to ensure that
Participants receive the requisite information in a timely manner. Except as
provided in Subsection (d) of this Section, the materials furnished to the
Participants shall include a notice from the Trustee explaining each
Participant's right to instruct the Trustee with respect to the voting of
shares. Upon timely receipt of such instructions, the Trustee (after combining
votes of fractional shares to give effect to the greatest extent to
Participants' instructions) shall vote the shares as instructed. If voting
instructions for shares of NCC Stock allocated to the Account of any Participant
are not timely received by the Trustee for a particular shareholders' meeting,
such shares shall not be voted in accordance with the instructions but shall be
voted as provided in Subsection (3) below. The instructions received by the
Trustee from Participants or Beneficiaries shall be held by the Trustee in
strict confidence and shall not be divulged or released to any person including
directors, officers or employees of the Company, or of any other Employer,
except as otherwise required by law.
                 (2) With respect to all corporate matters submitted to
Participants, all shares of NCC Stock allocated to the Accounts of Participants



62
<PAGE>   63

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 with respect to NCC Stock held
by the Plan shall be made only by the Participants and Beneficiaries with
respect to shares allocated to their accounts, and Participants and
Beneficiaries acting in their capacity as Named Fiduciaries (within the meaning
of Section 402 of ERISA) with respect to non-directed shares in accordance with
the following provisions of this Section:
                 (1) In the event an offer shall be received by the Trustee
(including a tender offer for shares of NCC Stock subject to Section 14(d)(1) of
the Securities Exchange Act of 1934 or subject to Rule 13e-4 promulgated under
that Act, as those provisions may from time to time be amended) to purchase or
exchange any shares of NCC Stock held by the Plan, the Trustee shall advise each
Participant who has shares of NCC Stock credited to such Participant's Account
in writing of the terms of the offer as soon as practicable after its
commencement and shall furnish each Participant with a form by which he may
separately instruct the Trustee confidentially whether or not to tender or
exchange shares allocated to such



63
<PAGE>   64

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 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



64
<PAGE>   65

be rounded to the nearest 1/1000th of a share.
                 (4) In the event, under the terms of a tender offer or
otherwise, any shares of NCC Stock tendered for sale, exchange or transfer
pursuant to such offer may be withdrawn from such offer, the Trustee shall
follow such instructions respecting the withdrawal of such securities from such
offer in the same manner and the same proportion as shall be timely received by
the Trustee from the Participants entitled under this Section to give
instructions as to the sale, exchange or transfer of securities pursuant to such
offer.
                 (5) In the event that an offer for fewer than all of the shares
of NCC Stock held by the Trustee shall be received by the Trustee, each
Participant who has been allocated any NCC Stock subject to such offer shall be
entitled to direct the Trustee as to the acceptance or rejection of such offer
(as provided by Subsections (1)-(4) of this Section) with respect to the largest
portion of such NCC Stock as may be possible given the total number or amount of
shares of Stock the Plan may sell, exchange or transfer pursuant to the offer
based upon the instructions received by the Trustee from all other Participants
who shall timely instruct the Trustee pursuant to this Section to sell, exchange
or transfer such shares pursuant to such offer, each on a pro rata basis in
accordance with the number or amount of such shares allocated to his Accounts.
                 (6) In the event an offer shall be received by the Trustee and
instructions shall be solicited from Participants pursuant to Subsections
(1)-(4) of this Section regarding such offer, and prior to termination of such
offer, another offer is received by the Trustee for the securities subject to
the first offer, the Trustee shall use its best efforts under the circumstances
to solicit instructions from the Participants to the Trustee:
                 (a) with respect to securities tendered for sale, exchange or
         transfer pursuant to the first offer, whether to withdraw such tender,
         if possible, and, if withdrawn, whether to tender any securities so
         withdrawn for sale, exchange or transfer pursuant to the second offer
         and
                 (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




65
<PAGE>   66

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.

                            ARTICLE XVI. - APPENDICES
                 16.1 Rules Governing Construction of Appendices. Each Appendix
attached hereto contains terms and conditions governing the application of the
Plan to the group of Employees described therein. In the event of an
inconsistency between the other provisions of the Plan and such terms and
conditions set forth in an Appendix, the latter shall control as to the
Employees (or former Employees) covered by such Appendix; provided, however,
that if such inconsistency results from changes made in the provisions of the
Plan to comply with applicable law, then such provisions of the Plan shall
control as to the Employees (or former Employees) covered by such Appendix. The
terms and provisions of the Appendices that were adopted before the effective
date of this amendment and restatement of the Plan shall remain in effect until
changed or superceded. Any reference in any Appendix to provisions of the Plan
as in effect at the time such Appendix became effective shall be deemed to refer
to the comparable provisions of the Plan as later amended or restated.
                 16.2 Appendices of Prior Plan. The provisions of Appendices A
through K of the Prior Plan shall continue to apply, as applicable, to those
amounts held under this Plan that were spun off from the Prior Plan as of
January 1, 1992 and that were immediately prior to such date subject to the
provisions of any such Appendices A through K.
                 16.3  Appendix A -- Ohio Citizens Bank Profit-Sharing
Retirement Plan and Declaration of Trust -- Spin Off and Transfer to this Plan
and Trust. Attached hereto and made a part of this Plan and Trust



66
<PAGE>   67

is Appendix A relating to and providing for the spin off and transfer of certain
assets and liabilities of the Ohio Citizens Bank Profit-Sharing Retirement Plan
and Declaration of Trust as of April 30, 1992.
                 16.4  Appendix B -- Conversion to Daily Access System.
Attached hereto and made a part of this Plan is Appendix B relating to and
providing for the conversion of the Plan and Trust to a daily access system
(originally identified as "Appendix M" and added by "Amendment No. 3 to the
National City Savings and Investment Plan No. 2 and Trust" executed October 12,
1993).
         This amendment and restatement of the National City Savings and
Investment Plan No. 2 is hereby executed at Cleveland, Ohio, this 30th day of
December 1994 but effective as otherwise herein set forth.

NATIONAL CITY BANK, TRUSTEE                   NATIONAL CITY CORPORATION


By R. KENT LUDWIG                             By DAVID A. DABERKO
   ------------------------                      ----------------------
   Title: Vice President                         Title:


And J. M. BUCHAGEN                            And SHELLEY J. SEIFERT
    -----------------------                       ----------------------
    Title: Vice President                         Title:




67
<PAGE>   68


                               AMENDMENT NO. 1 TO
                                THE NATIONAL CITY
                   SAVINGS AND INVESTMENT PLAN AND TRUST NO. 2
                     (As Restated Effective January l, l992)


         National City Corporation (a Delaware corporation), and National City
Bank (a national banking association), Trustee, hereby adopts this Amendment No.
1 to the National City Savings and Investment Plan and Trust No. 2 as originally
adopted December 30, 1991 and as restated effective January l, l992 (the "Plan")
effective as of January 1, 1989.

                                    Section 1
                                    ---------

         Subsection (12) of Section l.l of the Plan is hereby amended to read as
follows:

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

                                    Section 2
                                    ---------

         Paragraph (a) of Subsection (15) of Section l.l of the Plan is hereby
amended by deletion of the reference to "Section 1.1(19)" therein and the
substitution in lieu thereof of a reference to "Section 1.1(21)".

                                    Section 3
                                    ---------

         Section l.l of the Plan is hereby further amended by the addition of a
new Subsection 53A thereto to read as follows:

                  "(53A) 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


<PAGE>   69

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

                                    Section 4
                                    ---------

         Subsection (3) of Section 3.4 of the Plan is hereby amended to read as
follows:

                  "(3) Contributions made to the Trust Fund pursuant to Sections
         (1) and (2) hereof shall be referred to herein as "Transfer
         Contributions". Solely with respect to Subsection (1) above, whether or
         not Transfer Contributions may be made by an Employee or group of
         Employees shall be determined by the Committee in its sole and absolute
         discretion. Transfer Contributions will be permitted only in amounts in
         excess of $1,000 and shall be in cash unless the Committee approves a
         Transfer Contribution of other property. Such Transfer Contribution
         shall be allocated to such existing or new Sub-Account(s) and 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."

                                    Section 5
                                    ---------

         Section 7.6. of the Plan is hereby amended by deletion of the second
sentence therein and the addition new second sentence therein to read as
follows:


                                       -2-
<PAGE>   70

         "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."

         EXECUTED at Cleveland, Ohio this 27 day of August, l996 but effective
as otherwise herein set forth.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By: /s/ R. Kent Ludwig                      By: /s/ William R. Robertson
  --------------------------                   ----------------------------
Title  R. KENT LUDWIG                       Title: President
       VICE PRESIDENT

And: /s/ J.M. Buchagen                      And: /s/ Shelley J. Seifert
    ------------------------                   ----------------------------
Title: J.M. BUCHAGEN                        Title: Sr. Vice President
       VICE PRESIDENT

<PAGE>   71

                                 AMENDMENT NO. 2
                              TO THE NATIONAL CITY
                        SAVINGS AND INVESTMENT PLAN NO. 2
                (as amended and restated effective July 1, 1992)

--------------------------------------------------------------------------------


         National City Corporation, a Delaware corporation, and National City
Bank, a national banking association, Trustee, hereby evidence the adoption of
this Amendment No. 2 to the National City Savings and Investment Plan No. 2, as
amended and restated effective July 1,1992 (the "Plan").

                                    Section 1
                                    ---------

         Effective as of March 15, 1996, Article XVI of the Plan is hereby
amended by adding the following new Section at the end thereof:

         "16.5 APPENDIX C - RELATING TO THE ACQUISITION OF FIRST DATA
CORPORATION BY NATIONAL PROCESSING COMPANY, INC. Attached hereto and made a part
of this Plan is Appendix C which relates to the acquisition of First Data
Corporation by National Processing Company, Inc. and is effective as of March
15, 1996 (or such later date as may be required by applicable law)."

                                    Section 2
                                    ---------

         Effective as of March 15, 1996, the Appendix to the Plan is hereby
amended by adding Appendix C in the form attached hereto, at the end thereof.

                                    Section 3
                                    ---------

         Effective as of October 31, 1996, Subsection (3) of Section 5.6 of the
Plan is hereby deleted in its entirety.


<PAGE>   72


                                    Section 4
                                    ---------

         Effective as of October 31, 1996, Subsection (4) of Section 5.6 of the
Plan is hereby amended as follows:

               (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.

                                    Section 5
                                    ---------

         Effective as of December 1, 1996, Section 6.10 of the Plan is hereby
amended in its entirety to read as follows:

               "6.10 WITHDRAWAL OF AFTER-TAX TRANSFER AND CERTAIN SUB-ACCOUNT
CONTRIBUTIONS. (1) A Participant, whether or not he is an Employee, may elect to
withdraw all or any portion of his After-Tax Contributions Sub-Account. A
Participant shall be permitted to make only 2 such withdrawals during each Plan
Year.

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

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




                                       2
<PAGE>   73


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

         Executed at Cleveland, Ohio this ______ day of ________________, 1996.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By:                                              By:
    ---------------------------                     ----------------------------

Title:                                           Title:
       ------------------------                        -------------------------

                                                 By:
                                                    ----------------------------

                                                 Title:
                                                       -------------------------




                                       3

<PAGE>   74


                                   APPENDIX C
                                       TO
               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

                         (relating to the acquisition of
          FIRST DATA CORPORATION BY NATIONAL PROCESSING COMPANY, INC.)
           -----------------------------------------------------------


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

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

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







                                       4
<PAGE>   75


                                 AMENDMENT NO. 3
                              TO THE NATIONAL CITY
                        SAVINGS AND INVESTMENT PLAN NO. 2
               (as amended and restated effective January 1, 1992)

--------------------------------------------------------------------------------

         National City Corporation, a Delaware corporation, and National City
Bank, a national banking association, Trustee, hereby evidence the adoption of
this Amendment No. 3 to the National City Savings and Investment Plan No. 2, as
amended and restated effective January 1, 1992 (the "Plan").

                                    Section 1
                                    ---------

         Effective as set forth below, Article XVI of the Plan is hereby amended
by adding the following new Sections at the end thereof:

                  "16.6 APPENDIX D -- RELATING TO THE ACQUISITION OF CERTAIN
         ASSETS OF INTRACON, INC. BY NATIONAL PROCESSING COMPANY, INC. Attached
         hereto and made a part of this Plan is Appendix D which relates to the
         acquisition of certain assets of InTraCon, Inc. by National Processing
         Company, Inc. and is effective as of August 1, 1997 (or such later date
         as may be required by applicable law).

                  16.7 APPENDIX E -- RELATING TO THE ACQUISITION OF CERTAIN
         ASSETS OF MRS JAMAICA, INC. BY NATIONAL PROCESSING COMPANY, INC.
         Attached hereto and made a part of this Plan is Appendix E which
         relates to the acquisition of certain assets of MRS Jamaica, Inc. by
         National Processing Company, Inc. and is effective as of August 1, 1997
         (or such later date as may be required by applicable law).

                  16.8 APPENDIX F -- RELATING TO THE ACQUISITION OF CARIBBEAN
         DATA SERVICES, LTD. D/B/A DATA MANAGEMENT SERVICES BY NATIONAL
         PROCESSING COMPANY, INC. Attached




<PAGE>   76

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

                                    Section 2
                                    ---------

         Effective as of October 30, 1997, Article XVI of the Plan is hereby
amended by adding the following new Sections at the end thereof:

                  "16.9 APPENDIX G -- JBS ASSOCIATES, INC. SAVINGS AND PROFIT
         SHARING PLAN -- MERGER INTO THIS PLAN. Attached hereto and made a part
         of this Plan is Appendix G relating to and providing for the merger of
         the JBS Associates, Inc. Savings and Profit Sharing Plan into this Plan
         as of October 30, 1997 (or such later date as may be required by
         applicable law)."

                                    Section 3
                                    ---------

         Effective as set forth in Section 1 above, the Appendix to the Plan is
hereby amended by adding Appendices D, E and F in the form attached hereto, at
the end thereof.

                                    Section 4
                                    ---------

         Effective as of October 30, 1997, the Appendix to the Plan is hereby
amended by adding Appendix F in the form attached hereto, at the end thereof









                                       2
<PAGE>   77


                                    Section 5
                                    ---------

         Effective as of January 1, 1998, Section 1.1 of Article I of the Plan
is hereby amended by the deletion of paragraph (16)(a) thereunder and the
substitution of a new paragraph (16)(a) to read as follows:

         "(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."

                                    Section 6
                                    ---------

         Effective as of January 1, 1998, Section 1.1 of Article I of the Plan
is hereby amended by the addition of a new paragraph (16)(d) to read as follows:

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

                                    Section 7
                                    ---------

         Effective as of January 1, 1998, Section 1.1 of Article I of the Plan
is hereby amended by the addition of a new subsection (a)(19A) therein to read
as follows:



                                       3
<PAGE>   78

                  "(19A) EARNINGS PER SHARE GROWTH RATE: For a particular Plan
         Year, the "Earnings Per Share Growth Rate" means the percentage
         determined by dividing the increase in Earnings Per Share for the
         fiscal year ending with or in the Plan Year over the Earnings Per Share
         for the immediately preceding fiscal year by the Earnings Per Share for
         that immediately preceding fiscal year. For purposes of this
         calculation, "Earnings Per Share" shall be calculated with respect to
         the common stock of the Company in accordance with generally accepted
         accounting principles and applicable Securities and Exchange Commission
         regulations as determined by the principal accounting officer of the
         Company for the purpose of reporting such figures to stockholders of
         the Company and others."

                                    Section 8
                                    ---------

         Effective as of January 1, 1998, Section 1.1 of Article I of the Plan
is hereby amended by the deletion of subsection (a)(52) therein in its entirety.

                                    Section 9
                                    ---------

         Effective as of January 1, 1998, Section 1.1 of Article I of the Plan
is hereby amended by the addition of a new subsection (59A) to read as follows:

                  "(59A) 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




                                       4
<PAGE>   79

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

                                   Section 10
                                    ---------

         Effective as of January 1, 1998, Section 3.7 of Article III of the Plan
is hereby amended by deletion of subsection (2) therein, and the addition of a
new subsection (2) to read as follows:

         "(2) If the Company's Earnings Per Share Growth Rate equals or exceeds
         8 % for the Plan Year, the Employers shall contribute to the Trust Fund
         on account of such Year Profit Sharing Matching Contributions in an
         amount equal to that determined by applying the table below to the
         Before-Tax Contributions made for such Year for each Eligible
         Participant as described in Section 3.8

<TABLE>
<CAPTION>
                                                                Profit Sharing Matching
                                                               Contribution (per $1.00
         Earning Per Share Growth for Year                   of Before-Tax Contributions
         ---------------------------------                  -----------------------------
        <S>                                                           <C>
         8% or below                                                    -0-
         8.01% to 9.0%                                                 $0.10
         9.01% to 10.0%                                                $0.15
         10.01% to 11.0%                                               $0.20
         11.01% to 12.0%                                               $0.25
         12.01% to 12.5%                                               $0.30
         12.51% to 13.0%                                               $0.35
         13.01% to 13.5%                                               $0.40
         13.51% to 14.0                                                $0.45
         14.01% or more                                                $0.50
</TABLE>

         Notwithstanding anything in the preceding sentence to the contrary, at
         the discretion of the Company, the Employers may contribute to the
         Trust Fund on account of such Year


                                       5
<PAGE>   80

         Profit Sharing Matching Contributions in an amount in excess of that
         amount determined by the application of the provisions of the preceding
         sentence."

                                   Section 11
                                   ----------

         Effective as of January 1, 1998, Section 5.5 of Article V of the Plan
is hereby amended by the deletion of subsection (3) therein, and the addition of
a new subsection (3) to read as follows:

                  "(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."

                                   Section 12
                                   ----------

         Effective as of January 1, 1998, Section 5.6 of Article V of the Plan
is hereby amended by the deletion of subsection (2) therein, and the addition of
a new subsection (2) to read as follows:

                  "(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,


                                       6
<PAGE>   81

         signed by the Participant and filed with the Committee or his Employer
         or (B) if available to the Participant, by effecting such adjustment by
         means 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."

                                   Section 13
                                   ----------

         Effective as of January 1, 1998, Article VI of the Plan is hereby
amended by the deletion of Section 6.5 therein, and the addition of a new
Section 6.5 to read as follows:

                  "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 of the first Valuation Date next
         following such termination of employment (and never exceeded $5,000 at
         the time of any previous withdrawal or distribution), such Vested
         Interest shall be paid to the Participant (or, if applicable, to his
         Beneficiary) in a lump sum within 90 days after such Valuation Date."
         Executed at Cleveland, Ohio this 30th day of December, 1997

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By: /s/ KENT LUDWIG                         By: /s/ Shelley Seifert
   ------------------------------              ---------------------------------
Title:   R. KENT LUDWIG                     Title: Sr. Vice President
         VICE PRESIDENT                           ------------------------------
     ----------------------------
                                            By: /s/ Vincent A. ?????????????????
                                               ---------------------------------
                                            Title: Vice Chairman
                                                  ------------------------------



                                       7
<PAGE>   82
                                   APPENDIX D
                                       TO
               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO.2

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

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

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

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



<PAGE>   83




                                   APPENDIX E
                                       TO
               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO.2

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

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

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

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



<PAGE>   84





                                   APPENDIX F
                                       TO
               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

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


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

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

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

<PAGE>   85

                                   APPENDIX G
              TO THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO.2

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


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

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

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

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

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

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

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


<PAGE>   86

                  (e) JBS TRUST. The trust held pursuant to the Trust Agreement
         for the JBS Plan.

         3. MERGER OF ASSETS AND LIABILITIES. Pursuant to the Instrument Merging
Plans executed by National City Corporation, National City Bank, Trustee and
National Processing Company, upon the Effective Date that portion of the JBS
Plan indentified in the Instrument Merging Plans will be merged into this Plan.

         4. PARTICIPATION IN THIS PLAN.

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

         (b) The participation in the Plan after the Effective Date of each
person described in (a) above shall have the same attributes as such person's
participation in the JBS Plan had with respect to deferrals, investments,
distributions and loans and such participation shall continue until revised,
changed or revoked by such person as a Participant in this Plan, or otherwise,
provided, however, that deferrals, investments, distributions and loans after
the Effective Date shall be fully subject to the provisions and limitations of
this Plan.





                                       2
<PAGE>   87

         5. PARTICIPANT ACCOUNTING. As soon as practicable after the Effective
Date but effective as of the Effective Date, the assets and liabilities
attributable to each JBS Plan Participant shall be accounted for in accordance
with the following rules:

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

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

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

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

         8. BENEFICIARY DESIGNATIONS. Any persons or persons designated by a JBS
Plan Participant as a beneficiary, or by the terms of the JBS Plan deemed to be
a beneficiary, to receive any death benefit under the JBS Plan prior to the
Effective Date shall, subject to applicable law, continue as the Participant's
Beneficiary under this Plan until the Participant designates a Death Beneficiary
in accordance with the provisions of this Plan.




                                       3
<PAGE>   88

         9. APPLICABILITY OF PLAN PROVISIONS. Except as otherwise specifically
provided in this Appendix G or in this Plan, the provisions of this Plan shall,
effective as of the Effective Date, apply to the JBS Plan assets merged into
this Plan and to the JBS Plan Participants, and supersede the provisions of the
JBS Plan.

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

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

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

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

notwithstanding any other provision of the Plan as amended, or the JBS Plan, as
amended. For purposes of this paragraph, the terms "accrued benefit", "early
retirement benefit", "retirement-type subsidy" and "optional form of benefit"
shall have the meaning given such terms in section 411 of the Code and Treasury
Regulations issued thereunder.
<PAGE>   89



                                 AMENDMENT NO. 4
                              TO THE NATIONAL CITY
                        SAVINGS AND INVESTMENT PLAN NO. 2

                (as amended and restated effective July 1, 1992)

--------------------------------------------------------------------------------

         National City Corporation, a Delaware corporation, and National City
Bank, a national banking association, Trustee, hereby evidence the adoption of
this Amendment No. 4 to the National City Savings and Investment Plan No. 2, as
amended and restated effective January 1, 1992 (the "Plan").

                                    Section 1
                                    ---------

         Effective as of January 1, 1999, Section 3.4 of Article III of the Plan
is hereby amended by the deletion of Subsection (3) thereunder and the addition
of new Subsections (3) and (4) to read as follows:

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

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

                                    Section 2
                                    ---------

         Effective as of January 1, 1998, Section 5.1 is hereby amended by the
deletion of Subsection (2)(a) thereunder and the substitution in lieu thereof of
a new Subsection (2)(a) to read as follows:



<PAGE>   90

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

                                    Section 3
                                    ---------

         Effective as of January 1, 1998, Section 5.7 of Article V of the Plan
is hereby amended by the deletion of the phrase "in terms of a percentage (in
even multiples of 5%) of the amount to be invested" in Subsection (1) and the
substitution in lieu thereof of the phrase "in terms of a whole percentage of
the amount to be invested".

                                    Section 4
                                    ---------

         Effective as of January 1, 1998, Section 6.2 of Article VI of the Plan
is hereby amended by the deletion of Subsection (3) thereunder and the addition
of new Subsections (3) and (4) to read as follows:

                  "(3) If a Participant dies after the commencement of payments
         of his Vested Interest to him in the form described in Section
         6.3(1)(b), but before all of such payments have been made, the
         undistributed portion of this Vested Interest shall continue to be paid
         to his Death Beneficiary in the same manner as originally elected by
         the Participant.

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

                                    Section 5
                                    ---------

         Effective as of January 1, 1998, Section 6.3 of Article VI of the Plan
is hereby amended by the addition of a new Subsection (3) thereunder to read as
follows and by the redesignation of the current Subsection (3) as Subsection
(4):


                                       2
<PAGE>   91

         "(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."

                                    Section 6
                                    ---------

         Effective as of January 1, 1998, Article VI of the Plan is hereby
amended by deletion of Section 6.9 thereunder and the substitution in lieu
thereof of a new Section 6.9 to read as follows:

                  "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."

                                    Section 7
                                    ---------

         Effective as set forth below, Article XVI of the Plan is hereby amended
by adding the following new Sections at the end thereof:

                  "16.9 APPENDIX G -- RELATING TO THE ACQUISITION OF FA
         HOLDINGS, INC. Attached hereto and made a part of this Plan is Appendix
         G which relates to the acquisition of FA Holdings, Inc. by National
         Processing Company and is effective as of February 1, 1998 (or such
         later date as may be required by applicable law).

                  16.10 APPENDIX H -- RELATING TO THE ACQUISITION OF JBH TRAVEL
         AUDIT INC. Attached hereto and made a part of this Plan is Appendix H
         which relates to the acquisition of JBH Travel Audit Inc. by National
         Processing Company and is effective as of May 1, 1998 (or such later
         date as may be required by applicable law)."

                                    Section 8
                                    ---------

         Effective as of dates set forth in Section 7 above, the Appendix to the
Plan is hereby amended by adding Appendices G and H in the form attached hereto,
at the end thereof.


                                       3
<PAGE>   92

         Executed at Cleveland, Ohio this 23rd day of December, 1998.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By:  /s/ ???????????????????????            By: /s/ Shelley J. Seifert
    -----------------------------              -------------------------------

Title:  Trust Officer                       Title: Sr. Vice President
      ---------------------------                 ------------------------------

                                            By: /s/ Robert ?. ?????
                                               ---------------------------------

                                            Title: Vice Ch/CFO
                                                  ------------------------------






                                       4
<PAGE>   93
                                   APPENDIX G
                                       TO
               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

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

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

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

         2. SERVICE. Each Transferring Employee shall be credited with service
under the Plan with respect to vesting and eligibility to participate in the
Plan, and with respect to eligibility for benefits, from such Transferring
Employee's date of hire with FA Holdings, Inc. or an affiliate thereof.
Notwithstanding the foregoing, no highly compensated employee (as such term is
defined in section 414(q) of the Code) shall be credited with service pursuant
to this paragraph 2 to the extent that such service would cause the Plan to fail
to satisfy final Treasury Regulations issued under Section 401(a)(4) of the
Code.
<PAGE>   94
                                   APPENDIX H
                                       TO
               THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN NO. 2

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

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

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

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

<PAGE>   95




                                 AMENDMENT NO. 5
                              TO THE NATIONAL CITY
                        SAVINGS AND INVESTMENT PLAN NO.2
               (as amended and restated effective January 1, 1992)

--------------------------------------------------------------------------------

         National City Corporation, a Delaware corporation, and National City
Bank, a national banking association, Trustee, hereby evidence the adoption of
this Amendment No. 5 to the National City Savings and Investment Plan No. 2, as
amended and restated effective January 1, 1992 (the "Plan").

                                    Section 1
                                    ---------

         Effective as of September 1, 1999, Section 1.1 of Article I of the Plan
is hereby amended by the addition of a new paragraph (17A) therein to read as
follows:

                  "(17A) 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."

                                    Section 2
                                    ---------

         Effective as of September 1, 1999, Section 2.1 of Article II of the
Plan is hereby amended by the deletion of Subsection (3) thereunder and the
substitution in lieu thereof of a new Subsection (3) to read as follows:

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



<PAGE>   96


                                    Section 3
                                    ---------

         Effective as of September 1, 1999, Article II of the Plan is hereby
amended by the deletion of Section 2.4 thereunder and the substitution in lieu
thereof of a new Section 2.4 to read as follows:

                  "2.4 ELIGIBILITY AFTER REEMPLOYMENT. If an Employee whose
         employment with the Controlled Group was terminated is later remployed,
         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)."

                                    Section 4
                                    ---------

          Effective as of September 1, 1999, Article II is hereby amended by the
addition of a new Section 2.6 to read as follows:

                  "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
         Control 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




                                       2
<PAGE>   97

         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 or Profit Sharing Matching Contributions under
         Sections 3.6 and 3.8 of the Plan respectively (and no Before-Tax
         Contributions by a Deferral-Only Participant shall be taken into
         account for purposes of calculating the amount of any Matching Employer
         Contributions or Profit Sharing Contributions under Sections 3.5 and
         3.7 of the Plan respectively). A Deferral-Only Participant shall become
         a Participant for purposes of Matching Employer Contributions and
         Profit Sharing Matching 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."

         Executed at Cleveland, Ohio this 9th day of August 1999.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By: /s/ ???????????????????????             By: /s/ Shelley J. Seifert
   ----------------------------                ---------------------------------

Title: Vice President                       Title: Senior Vice President
     --------------------------                   ------------------------------

                                            By: /s/ Robert ?. ??????
                                               ---------------------------------

                                            Title: Vice Chairman and CFO
                                                  ------------------------------

                                       3




<PAGE>   98



                                 AMENDMENT NO. 6

                              TO THE NATIONAL CITY

                        SAVINGS AND INVESTMENT PLAN NO.2

               (as amended and restated effective January 1, 1992)
--------------------------------------------------------------------------------


         National City Corporation, a Delaware corporation, and National City
Bank, a national banking association, Trustee, hereby evidence the adoption of
this Amendment No. 6 to the National City Savings and Investment Plan No. 2, as
amended and restated effective January 1, 1992 (the "Plan").

                                    Section 1
                                    ---------

         Effective as of January 1, 2000, Section 1.1 of Article I of the Plan
is hereby amended by the deletion of paragraph (a) of subsection (15) therein,
and the addition of paragraph (a) to read as follows:

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


<PAGE>   99

         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))."

                                    Section 2
                                    ---------

         Effective as of January 1, 2000, Section 3.7 of Article III of the Plan
is hereby amended by the deletion of subsections (2) and (3) therein, and the
addition of new subsections (2) and (3) to read as follows:

                  "(2) The Employers shall contribute to the Trust Fund on
         account of such Year, Profit Sharing Matching Contributions in an
         amount equal that determined by applying the applicable amount,
         determined below, to the Before-Tax Contributions made for such Year
         for each eligible Participant as described in Section 3.8. Such
         applicable amount shall be between $0 and $.50 per $1.00 of Before-Tax
         Matching Contribution based upon a targeted range of Earnings Per
         Share, Earnings Per Share Growth Rate, Return on Equity or such other
         financial criteria as the Company shall deem appropriate. The criteria
         for the calculation of the Profit Sharing Matching Contribution of a
         particular Year shall be determined by the Company and communicated
         during the first calendar-year quarter of that Year.

                  (3) The Company shall determine the amount of the Employer
         Profit Sharing Matching Contribution, if any, to be made hereunder for
         each Plan Year, based upon the financial criteria established and
         communicated pursuant to Subsection (2) hereof. Such determination
         shall be effected in accordance with generally accepted accounting
         principles and applicable Securities and Exchange



                                       2
<PAGE>   100

         Commission regulations in the same manner as for the Company's reports
         to stockholders, by the principal accounting officer of the Company,
         and, upon approval by the Auditor of the Company, shall be final and
         conclusive as to all interested persons for all purposes of the Plan."

                                    Section 3
                                    ---------

         Effective as of January 1, 2001, Article III of the Plan is hereby
amended by the deletion of Sections 3.7 and 3.8, and the addition of new
Sections 3.7 and 3.8 to read as follows:

                  "3.7 AMOUNT OF PROFIT SHARING MATCHING CONTRIBUTIONS.
         Effective for Plan Years beginning on and after January 1, 2001, no
         Profit Sharing Matching Contribution shall be made by any Employer
         under this Plan.

                  3.8 ALLOCATION OF PROFIT SHARING CONTRIBUTIONS. Effective for
         Plan Years beginning on and after January 1, 2001, no Profit Sharing
         Matching Contribution shall be made by any Employer under this Plan."

                                    Section 4
                                    ---------

         Effective as of January 1, 2001, Section 3.1 of Article III of the Plan
is hereby amended by the deletion of the reference to "10%" therein and the
substitution in lieu thereof the percentage "12%".

                                    Section 5
                                    ---------

         Effective as of January 1, 2001, Article III of the Plan is hereby
amended by the deletion of Section 3.5 thereunder and the addition of a new
Section 3.5 to read as follows:




                                       3
<PAGE>   101

                  "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."

                                    Section 6
                                    ---------

         Effective as of January 1, 2001, Section 4.2 of Article IV of the Plan
is hereby amended by the addition of a new subsection (6) thereunder to read as
follows:

                  "(6) Effective for Plan Years beginning on or after January 1,
         2001, the limitations set forth in subsections (1), (2), (3), (4) and
         (5) above shall not apply to any Participant to the extent that the
         Plan 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



                                       4
<PAGE>   102

         days before the employee becomes eligible but not later than the date
         the employee becomes eligible."

                                    Section 7
                                    ---------

         Effective as of January 1, 2001, Section 4.3 of Article IV of the Plan
is hereby amended by the addition of a new subsection (5) thereunder to read as
follows:

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

                                    Section 8
                                    ---------

         Effective as of January 1, 2001, Section 4.4 of Article IV of the Plan
is hereby amended by the addition of a new subsection (3) thereunder to read as
follows:

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




                                       5
<PAGE>   103

                                    Section 9
                                    ---------

         Effective as of January 1, 2000, Section 4.10 of Article IV of the Plan
is hereby amended by the addition of a new subsection (3) thereunder to read as
follows:

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

                                   Section 10
                                   ----------

         Effective as of April 1, 2000, Article VI of the Plan is hereby amended
by the deletion of Section 6.5 thereunder and the addition of a new Section 6.5
to read as follows:

                  "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."

                                   Section 11
                                   ----------

         Effective as of January 1, 2000, the Plan is hereby amended by the
deletion of the phrase "a voice response telephonic system established and
supervised by the Committee" wherever it appears in the Plan and the
substitution in lieu thereof of the phrase "electronic medium



                                       6
<PAGE>   104

including, but not limited to, a voice response telephonic system or personal
computer access to an internet website maintained on behalf of the Plan".

         Executed at Cleveland, Ohio this 19th day of December 2000.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By: ??? W. Rice                             By: /s/ Shelley J. Seifert
   -----------------------------               --------------------------------
Title: Vice President                       Title: Executive Vice President
      ---------------------------                 -----------------------------
                                            By: /s/ Robert ?????????
                                               --------------------------------
                                            Title: Vice Chairman
                                                  -----------------------------



                                       7
<PAGE>   105


                                 AMENDMENT NO. 7
                              TO THE NATIONAL CITY
                        SAVINGS AND INVESTMENT PLAN NO.2
               (as amended and restated effective January 1, 1992)
--------------------------------------------------------------------------------

         National City Corporation, a Delaware corporation, and National City
Bank, a national banking association, Trustee, hereby evidence the adoption of
this Amendment No. 7 to the National City Savings and Investment Plan No. 2, as
amended and restated effective January 1, 1992 (the "Plan").

                                    Section 1
                                    ---------

         Effective as of April 16, 2001, Section 1.1 of Article I of the Plan is
hereby amended by the addition of subsections 43A and 43B to read as follows:

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


<PAGE>   106

                                    Section 2
                                    ---------

         Effective as of April 16, 2001, Section 5.1 of Article V of the Plan is
hereby amended by the deletion of the first sentence of subsection (1) therein,
and the addition of new sentence to read as follows:

         "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."

                                    Section 3
                                    ---------

         Effective as of April 16, 2001, Section 5.5 of Article V of the Plan is
hereby amended by the addition of the following sentence at the end of
subsection (1) thereunder:

         "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."

                                    Section 4
                                    ---------

         Effective as of April 16, 2001, Section 5.6 of Article V of the Plan is
hereby amended by the deletion of subsection (1) thereunder and the substitution
in lieu thereof a new subsection (1) to read as follows:




                                       2
<PAGE>   107

                  "(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."

                                    Section 5
                                    ---------

         Effective as of April 16, 2001, Section 6.12 of Article VI of the Plan
is hereby amended by the addition of the following sentence at the end of
subsection (2) thereof:

         "In addition, a Participant or Beneficiary may elect to receive a
         distribution or withdrawal (but not a loan) of that portion of his
         Account which is invested in the NPI Stock Fund in the form of full
         shares of NPI Stock (subject to the Participant or Beneficiary having
         at least 200 units of the NPI Stock Fund in his Account), based on the
         fair market value of such NPI Stock (as determined by the Trustee in
         accordance with the provisions of the Trust Agreement) on the Valuation
         Date as of which such distribution is made."



                                       3
<PAGE>   108

                                    Section 6
                                    ---------

         Effective as of April 16, 2001, Article VIII of the Plan is hereby
amended by the deletion of the phrase "NCC Stock Fund" wherever it appears in
Article VIII and the substitution in lieu thereof of the phrase "NCC Stock Fund
and/or NPI Stock Fund."

         Executed at Cleveland, Ohio this 4th day of April, 2001.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By: /s/ ??? W. Rice                         By:  /s/ Shelley J. Seifert
   -----------------------------               ---------------------------------
Title: V. President                         Title: EVP
      ---------------------------                 ------------------------------
                                            By:   /s/ Robert ????
                                               ---------------------------------
                                            Title:   Vice Chairman
                                                  ------------------------------




                                       4