<PAGE>   1

EX-4.3

                    NATIONAL PROCESSING, INC. S-3 EXHIBIT 4.3


                                                                     Exhibit 4.3



                THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN


              (As Amended and Restated Effective July 1, 1992)


                 THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN


                 National City Corporation, a Delaware corporation, hereby
adopts this amendment and restatement of its profit sharing plan known as The
National City Savings and Investment Plan (known prior to this amendment and
restatement as The National City Savings and Investment Plan and Trust) (the
"Plan"), effective as of July 1, 1992.

                   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



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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 "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.



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                 (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.
                 (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



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participation and investments in the Plan and Trust.
                 (15)  Covered Employee:  (a)  An Employee of an Employer,
including a salaried executive officer but not a director as such, but
excluding:  (i) any person employed as a student intern, (ii) any person who is
a law enforcement officer employed by a local, county or state government and
who is hired by an Employer to perform off-duty security services, (iii) any
person who is an Employee of an Employer who is included by such Employer in its
Special Project Employee employment classification, (iv) any person employed by
National Processing Company, Inc. or its successor who is treated as a
non-exempt employee under the Fair Labor Standards Act, (v) any person employed
by the Military Banking Division of Merchants National Bank & Trust Company of
Indianapolis or its successor, except for individuals employed in the Military
Banking Administration Department of such Division, and except for individuals
of such Division serving on an expatriate rotational basis assignment outside
the United States of from two to five years, which assignment has been approved
as such by the Board of Directors of Merchants National Bank & Trust Company of
Indianapolis, or or its successor, (vi) 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. Except as otherwise provided
in the following sentence, "Credited Compensation"



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shall not include overtime pay, bonuses, suggestion awards, commissions,
incentive compensation payments or other forms of special compensation.
Notwithstanding the foregoing sentence, with respect to periods while an
Employee is classified by an Employer as being in one of the employment
classifications listed below, effective for the times specified below applicable
to each such classification, "Credited Compensation" shall include commissions
paid by the Employer for work performed in that employment classification,
provided that the total Credited Compensation taken into account under the Plan
for any Year for such an Employee shall be limited to the dollar amount set
forth below opposite the employment classification applicable to the Employee.

<TABLE>
<CAPTION>

                                                                    Maximum Amount of Credited
Effective                 Employment                                 Compensation Taken into
  times                   Classification                                 Account Per Year
---------                 --------------                            --------------------------
<S>                       <C>                                           <C>
Jan. 1, 1990 - 12/31/93   Residential Mortgage Loan Originator                $40,000
Jan. 1, 1994 & after      Residential Mortgage Loan Originator                $50,000
                                    10119130
Jan. 1, 1990 -12/31/93    Residential Mortgage Loan Originator
                                    Branch Manager                            $50,000

Jan. 1, 1994 & after      Branch Mgr I - Originations  10119050               $70,000

Jan. 1, 1994 & after      Branch Mgr II - Originations  10119060              $70,000

Jan. 1, 1994 & after      Branch Mgr III - Originations  10119070             $70,000

Jan. 1, 1994 & after      Sales Manager/NCMC  10119140                        $70,000

Jan. 1, 1992 - 12/31/93   NC Investments Investment Broker                    $40,000

March 1, 1992 - 12/31/93  Investment Sales Representative                     $40,000

Jan. 1, 1994 & after      Investment Sales Rep I  10613320                    $50,000

March 1, 1992 -12/31/93   Investment Sales Representative II                  $40,000
Jan. 1, 1994 & after      Investment Sales Rep II  10809280                   $50,000

March 1, 1992 -12/31/93   Investment Sales Representative III                 $40,000
</TABLE>




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<TABLE>
<CAPTION>

<S>                       <C>                                           <C>
Jan. 1, 1994 -12/31 94    Investment Sales Rep III  11005880                  $50,000
Jan. 1, 1995 & after      Investment Sales Rep III  11005880                  $100,000

Jan. 1, 1995 & after      Investment Sales Rep IV  11104440                   $100,000

Jan. 1. 1992 - 12/31/93   NC Investments Investment Sales Manager             $50,000
Jan. 1, 1994 & after      Sales Manager/NC Investments  11006660              $50,000

Jan. 1, 1994 & after      Investment Consultant   10119100                    $50,000
Jan. 1, 1995 & after      Investment Consultant-Sr  10119105                  $100,000

Jan. 1, 1994 - 12/31/94   Investment Trader III  11005885                     $50,000

Jan. 1. 1995 & after      NCI Trader  11005885                                $50,000
Jan.. 1, 1995 & after     NCI Trader-Sr  11005884                             $100,000

Nov. 1, 1994 & after      CS Collector                                        $50,000
</TABLE>


                 (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



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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
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




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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.
                 (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



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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
and ESOP Contributions and Supplemental ESOP Contributions provided for in
Section 16.5.
                 (24) Employment Year: The 12-month period beginning on the
first day an Employee performs an Hour of Service for a Controlled Group Member
after initially becoming an Employee (or after again becoming an Employee
following a Break in Service) and each subsequent 12-month period.
                 (25)  Enrollment Date:  The first day of any calendar month
following an Employee's completion of the eligibility requirements of Article
II.
                 (26) Equity Fund: One of the Investment Funds provided under
the Plan. The Equity Fund shall be invested and reinvested only in common or
capital stocks, or in bonds, debentures or preferred stocks convertible into
common or capital stocks, or in any partnership or limited partnership the
purposes of which are to invest or reinvest the partnership assets in any such
securities, but the Equity Fund shall not be invested in any security of a
Controlled Group Member. However, obligations or instruments which are
appropriate investments for the Money Market Fund may be purchased and held in
the Equity Fund pending the selection and purchase of suitable investments under
the preceding sentence.
                 (27)  ERISA:  The Employee Retirement Income Security Act of
1974, as amended.
                 (28) ESOP Contributions: Employer Contributions to the Plan to
be applied to payment of principal and/or interest under an ESOP Loan



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pursuant to Section 16.5(2)(a).
                 (29)  ESOP Feature:  The portion of the Plan described in
Article XVI.
                 (30)  ESOP Loan:  A loan described in Section 16.3.
                 (31)  Fiduciary:  Any person who (a) exercises any
discretionary authority or discretionary control respecting management of the
Plan or exercises any authority or control respecting management or disposition
of the Trust Fund, (b) renders investment advice for a fee or other
compensation, direct or indirect, with respect to the Trust Fund, or has
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan or the Trust
Fund. The term "Fiduciary" shall also include any person to whom a Named
Fiduciary delegates any of its or his fiduciary responsibilities hereunder in
accordance with the provisions of the Plan or Trust Agreement as long as such
designation is in effect.
                 (32)  Fixed Income Fund:  One of the Investment Funds provided
under the Plan. The Fixed Income Fund shall be invested and reinvested only in
those bonds, obligations, notes, debentures, mortgages, preferred stocks, or
other tangible or intangible property or interest in property, either real or
personal, the income or return from which is fixed, limited or determinable in
advance by the terms of the contract, document or instrument creating or
evidencing such property or interest in property, or by the terms of acquisition
thereof but shall not be invested in any security of a Controlled Group Member.
However, obligations or instruments which are appropriate investments for the
Money Market Fund may be purchased and held in the Fixed Income Fund pending the
selection and purchase of suitable investments under the preceding sentence.
        (33)  Hardship:  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;
        (b)  costs directly related to the purchase (excluding mortgage
    payments) of a principal residence for the Participant;
        (c) the payment of tuition and related educational fees for the next
    twelve months of post-secondary education for the Participant, the
    Participant's Spouse, the Participant's children or the Participant's
    dependents (as defined in Code Section 152);


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                 (d)  payments necessary to prevent the eviction of the
         Participant from his principal residence or foreclosure on the
         mortgage of the Participant's principal residence;
                 (e)  repayment when due of any indebtedness incurred by the
         Participant or any dependents of the Participant (as defined in Code
         Section 152) to avoid insolvency; or
                 (f) any other financial need which the Commissioner of Internal
         Revenue, through the publication of revenue rulings, notices and other
         documents of general applicability, may from time to time designate as
         a deemed immediate and heavy financial need as provided in Treasury
         Regulations Section 1.401(k)-1(d)(2)(iv)(C).
                 (34) 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"
shall mean that group of Employees of the Controlled Group consisting of the top
20 percent (20%) of such Employees when ranked on the basis of compensation paid
by the Controlled Group during the Plan Year.
                 (35)  Hour of Service:  (a)  An Employee shall be credited



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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



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be prevented from incurring a Break in Service in such Employment Year solely
because he is credited with Hours of Service during such absence pursuant to
this paragraph, or (B) in any other case, in the immediately following
Employment Year. Hours of Service shall not be credited to an Employee under
this paragraph unless the Employee furnishes to the Committee such timely
information as the Committee may reasonably require to establish that the
Employee's absence from work is for a reason specified in this paragraph and the
number of days for which there was such an absence.
                 (36)  Investment Fund or Funds:  The Capital Preservation
Fund, Equity Fund, Fixed Income Fund, NCC Stock Fund, Money Market Fund and any
other fund established by the Committee under Section 5.1.
                 (37) Investment Manager: The person who, with respect to an
Investment Fund, has the discretion to determine which assets in such Fund shall
be sold (or exchanged) and what investments shall be acquired for such Fund.
Such person must (a) be either registered as an investment advisor under the
Investment Advisors Act of 1940, a bank as defined thereunder or an insurance
company qualified to manage, acquire or dispose of Plan assets under the laws of
more than one state, and (b) acknowledge in writing that he or it is a Fiduciary
with respect to the Plan.
                 (38)  Loan Account:  The separate recordkeeping account within
a Participant's Account established by the Administrator pursuant to Section
6.13.
                 (39)  Matching Allocation:  Any allocation made to a
Participant's Account on account of the Participant's Before-Tax
Contributions.
                 (40)  Matching Employer Contributions:  Employer Contributions
provided for in Section 3.5.
                 (41) Money Market Fund: One of the Investment Funds provided
for under the Plan. The Money Market Fund shall be invested and reinvested
principally in bonds, notes or other evidence of indebtedness which are payable
on demand (including variable amount notes) or which have a maturity date not
exceeding one day after the date of purchase by such Fund or, in case of an
investment (pursuant to Section 5.1(2)(a)) in an NCB Investment Trust Fund,
which are payable by such NCB Investment Trust Fund.
                 (42) Named Fiduciaries: The Committee, the Company, the
Investment Manager, the Trustee, the Participants to the 5 extent provided in
Article XV, and each other person designated as a Named Fiduciary by the




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Committee pursuant to the power of delegation reserved to the Committee in
Article X.
                 (43) NCB Investment Trust Fund: Any fund now or hereafter
established under the trust instrument executed by National City Bank on
December 4, 1956, and now entitled Declaration of Trust Establishing NCC
Investment Fund for Retirement Trusts, as such trust instrument has been or may
be amended and/or restated.
                 (44)  NCC Stock:  Common stock of National City Corporation, a
Delaware corporation.
                 (45) 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.
                 (46)  Normal Retirement Age and Normal Retirement Date:  A
Participant shall attain Normal Retirement Age upon his attainment of age 65
and a Participant's Normal Retirement Date shall be the first day of the
calendar month following the Participant's attainment of Normal Retirement Age.
                 (47) 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.
                 (48) Plan: The National City Savings and Investment Plan (known
prior to this restatement as the National City Savings and Investment Plan and
Trust), the terms and provisions of which are herein set forth, as the same may
be amended, supplemented or restated from time to time. The Plan consists of a
Profit Sharing Feature and an ESOP Feature.
                 (49)  Plan Year:  A calendar year.
                 (50) Prior Plan: Any qualified defined contribution plan which
is merged into this Plan or the assets of which are transferred to this Plan, as
described in any Appendix to the Plan.
                 (51) Profit Sharing Feature: The portion of the Plan (a) which
is not included within the ESOP Feature, (b) which is intended to qualify as a
profit sharing plan under Code Section 401(a) and (c) which includes a qualified
cash or deferred arrangement within the meaning of Code Section 401(k).
                 (52)  Profit Sharing Matching Contributions:  Employer
Contributions provided for in Section 3.7.




14
<PAGE>   15

                 (53) 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 extensions thereof).
                 (54) 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.
                 (55) Salary Reduction Agreement: An arrangement pursuant to
which an Employee agrees to reduce, or to forego an increase in, his Credited
Compensation and his Employer agrees to contribute to the Trust the amount so
reduced or foregone as a Before-Tax Contribution.
                 (56) 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)).
                 (57)  Supplemental ESOP Contributions:  Employer Contributions
provided for in Section 16.5(2)(b).
                 (58)  Transfer Contributions:  The Contributions provided for
in Section 3.4.
                 (59)  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.
                 (60) 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



15
<PAGE>   16

or agreements superseding the same. Each Trust Agreement is hereby incorporated
in the Plan by reference.
                 (61) Trustee: The trustee or trustees under the Trust Agreement
or its or their successor or successors in trust under such Trust Agreement.
                 (62) 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.
                 (63)  Vested Interest:  The entire amount of a Participant's
Account which has not previously been withdrawn by him or distributed to or for
him and which is nonforfeitable. All amounts credited to a Participant's Account
shall be 100% nonforfeitable at all times unless otherwise provided in an
Appendix hereto.
                 1.2 Construction. (1) Unless the context otherwise indicates,
the masculine wherever used in the Plan or Trust Agreement shall include the
feminine and neuter, the singular shall include the plural and words such as
"herein", "hereof", "hereby", "hereunder" and words of similar import refer to
the Plan as a whole and not to any particular part thereof.
                 (2) Where headings have been supplied to portions of the Plan
and the Trust Agreement (other than the headings to the Subsections in Section
1.1), they have been supplied for convenience only and are not to be taken as
limiting or extending the meaning of any of such portions of such documents.
                 (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



16
<PAGE>   17

the Plan or Trust Agreement shall be bound by and deemed to consent to their
provisions.
                 (6) This amendment and restatement of the Plan is a
continuation and complete restatement of the Plan, which was originally
effective as of July 1, 1984 and subsequently amended and restated as of January
1, 1985. Effective as of July 1, 1992, the Merchants National Corporation Thrift
Plan, which consisted of a profit sharing plan feature and an employee stock
ownership plan feature, was merged into this Plan. This amendment and
restatement shall constitute a continuation and complete restatement of the
Merchants National Corporation Thrift Plan. Effective as of July 1, 1992, the
Plan shall consist of the Profit Sharing Feature and the ESOP Feature.
                 (7) This amendment and restatement is generally effective July
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 July 1, 1992 shall be
deemed to amend the corresponding provisions of the Plan (or to the extent
required by law, the corresponding provisions of any Prior Plan) as in effect
before this amendment and restatement and all amendments thereto. Events
occurring before the applicable effective date of any provision of this
amendment and restatement Plan shall be governed by the applicable provision of
the Plan (or Prior Plan) in effect on the date of the event.
                 (8) The benefits payable with respect to an Employee or former
Employee whose employment with the Controlled Group terminated before July 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 Plan
as in effect at the date of such termination, except to the extent that certain
provisions of the Plan, as amended and restated as of July 1, 1992, apply to
such individual as a result of applicable law or the context clearly requires
the application of such provision to such individual.

                  ARTICLE II. - ELIGIBILITY AND PARTICIPATION
                 2.1  Eligible Employees.  Each Employee who was a Participant
in the Plan on June 30, 1992 shall continue to be a Participant in the Plan on
July 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



17
<PAGE>   18

         was eligible to have Before-Tax Contributions made for him under the
         provisions of the Plan in effect on December 31, 1988, and
                 (3) he (a) has completed a period of at least one Employment
         Year, 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 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.




18
<PAGE>   19

                 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
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.




19
<PAGE>   20

                           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
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



20
<PAGE>   21

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 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



21
<PAGE>   22

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. Notwithstanding the foregoing provisions of this Section,
for any month during which an ESOP Loan is outstanding, ESOP Contributions and
Supplemental ESOP Contributions shall be used to fund the Employers' obligation
to make Matching Employer Contributions pursuant to this Section and shall be
applied as provided in Section 16.5.
                 3.6  Allocation of Matching Employer Contributions.  Each
Employer's Matching Employer Contributions made for a month shall be allocated
and credited to the Account of each Participant for 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:



                                       22
<PAGE>   23

<TABLE>
<CAPTION>

                                                                 Profit Sharing Matching
                                                                Contributions (Per $1.00
         Return on Equity for Year                            of Before-Tax Contributions)
         -------------------------                            ----------------------------
<S>                                                             <C>
         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
</TABLE>



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

<TABLE>
<CAPTION>

                                                           Profit Sharing Matching
                                                           Contributions (Per $1.00
         Return on Equity for Year                       of Before-Tax Contributions)
         -------------------------                       ----------------------------
<S>                                                        <C>
         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
</TABLE>



23
<PAGE>   24

<TABLE>
<CAPTION>

<S>                                                        <C>
         17.5% but less than 18.0%                          $0.40
         18.0% but less than 18.5%                          $0.45
         18.5% or more                                      $0.50
</TABLE>


                 (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 8 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.
                 (4) Notwithstanding the foregoing provisions of this Section,
for any Plan Year during which an ESOP Loan is outstanding, ESOP Contributions
and Supplemental ESOP Contributions shall be used to fund the Employers'
obligations to make Profit Sharing Matching Contributions pursuant to this
Section and shall be applied as provided in Section 16.5.
                 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



24
<PAGE>   25

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 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, provided
that ESOP Contributions shall be made in cash. If a Contribution is made in the
form of NCC Stock, such contribution shall be equal to the fair market value of
such NCC Stock. Fair market value of NCC Stock shall be equal to the last quoted
price of such Stock on the date of contribution.



25
<PAGE>   26

                   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.
                 (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



26
<PAGE>   27

         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 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
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



27
<PAGE>   28

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" 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.




28
<PAGE>   29

                 (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
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


29
<PAGE>   30


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 excess
contribution or an excess aggregate contribution under Section 4.2 or



30
<PAGE>   31

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
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-




31
<PAGE>   32

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 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



32
<PAGE>   33


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,
                 (c)  all forfeitures allocated to the Participant's account
         pursuant to a defined contribution plan maintained by a Controlled
         Group Member,
                 (d) any amount allocated to an individual medical benefit
         account (as defined in section 415(1)(2) of the Code) of the
         Participant which is part of a pension or annuity plan, and
                 (e) any amount attributable to medical benefits allocated to
         the Participant's account established under Code Section 419A(d)(1) if
         the Participant is or was a key-employee (as such term is defined in
         Code Section 416(i)) during such Plan Year or any preceding Plan Year.
                 (3) For the purposes of this Section, the term "compensation"
shall mean Compensation within the meaning of Code Section 415(c)(3) and
regulations thereunder.
                 (4) If a Participant's annual additions would exceed the
limitations of Subsection (1) of this Section for a Plan Year as a result of the
allocation of forfeitures, a reasonable error in estimating the Participant's
compensation, or a reasonable error in determining the amount of



33
<PAGE>   34

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.
                 (5) Notwithstanding the foregoing provisions of this Section,
in the event that an ESOP Loan is made to the Plan pursuant to the ESOP Feature
the following rules shall apply:
                 (a) If some or all of any Plan contribution is designated to
         repay the ESOP Loan, a portion of the amount of the contribution
         (exclusive of dividends) used to repay the ESOP Loan shall be
         attributed to each Participant who is eligible for an allocation
         pursuant to Sections 3.6, 3.8 or 3.11 in proportion to his share of the
         total amount allocated to all Participants pursuant to Sections 3.6,
         3.8 and 3.11. Such attributable portion shall be treated as an annual
         addition for purposes of this Section. Assets released from the ESOP
         Suspense Account (as defined in Section 16.1) shall not constitute an
         annual addition for purposes of this Section. Any earnings allocated
         under Section 16.13(3) as a result of gains from the sale of
         unallocated NCC Stock held under the ESOP Feature shall not constitute
         an annual addition; and
                 (b) If in a Plan Year no more than one-third of the deductible
         Employer contributions to the Plan are allocated to Highly



                                       34
<PAGE>   35

         Compensated Employees, forfeitures of NCC Stock shall not constitute an
         annual addition as long as such forfeited shares were acquired with the
         proceeds of an ESOP Loan, and Employer contributions used to make
         interest payments on an ESOP Loan shall not constitute an annual
         addition.
                 4.10 Maximum Benefits. (1) Except as otherwise provided in Code
Section 415(e), in any case in which an individual is a participant in both a
defined benefit plan and a defined contribution plan maintained by the
Controlled Group, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Plan Year shall not exceed 1. In the event a
reduction is necessary to avoid exceeding the limitation set forth in this
Section, the affected Participant's benefits under the defined benefit plan
shall be reduced to the extent necessary to avoid exceeding such limitation. For
purposes hereof,
                 (a) the defined benefit plan fraction for any Plan Year is a
         fraction, (i) the numerator of which is the projected annual benefit of
         the participant under the plan (determined as of the close of the
         Year), and (ii) the denominator of which is the lesser of (A) the
         product of 1.25, multiplied by the dollar limitation in effect under
         Code Section 415(b)(1)(A) for such Year or (B) the product of 1.4,
         multiplied by the amount which may be taken into account under Code
         Section 415(b)(1)(B) with respect to such participant under the plan
         for such Year; and
                 (b) the defined contribution plan fraction for any Plan Year 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



35
<PAGE>   36

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 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




36
<PAGE>   37

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 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.
                 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



37
<PAGE>   38

Account balance (as determined pursuant to Section 5.4) as of the last preceding
Valuation Date plus credits and minus debits to such Account since that Date
plus the value of the Participant's Loan Account on the last preceding Valuation
Date on which the Administrator valued such Loan Account pursuant to Section
6.13 plus any amounts credited to such Loan Account and not invested in any
Investment Fund.
                 5.3 Reports. The Committee shall cause reports to be made at
least annually to each Participant and to the Beneficiary of each deceased
Participant as to the value of his Account and the amount of his Vested
Interest. In addition, the Committee shall cause such a report to be made to
each Participant who (a) requests such a report in writing (provided that only
one report shall be furnished a Participant upon such a request in any 12-month
period), (b) has terminated employment with the Controlled Group, or (c) incurs
a Break in Service.
                 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



38
<PAGE>   39

following the date the Trustee has received such amounts and appropriate
instructions as to the allocation of such amounts among the Investment Funds.
                 (4) The reasonable and equitable decision of the Trustee as to
the value of each Investment Fund as of each Valuation Date shall be conclusive
and binding upon all persons having any interest, direct or indirect, in such
Investment Fund.
                 5.5 Investment of Before-Tax, Transfer and Employer
Contributions. (1) Each Participant may, pursuant to rules and procedures
adopted by the Committee, direct that Before-Tax and Transfer Contributions made
by or for him and repayments of a loan made pursuant to Section 6.13, shall be
invested in any or all of the Investment Funds. An investment option selected by
a Participant shall remain in effect and be applicable to all subsequent
Before-Tax and Transfer Contributions and loan repayments made by or for him
unless and until an investment change is made by him.
                 (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 with-in 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 to Employer
Contributions) be liquidated and the proceeds thereof reinvested in any other



39
<PAGE>   40

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-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



40
<PAGE>   41

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.
                 (2) In the event of the death of a Participant who dies under
the circumstances described in Subsection (1) of this Section, such




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<PAGE>   42

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
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



                                       42
<PAGE>   43

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 10th anniversary of the year in which the Participant
commenced participation in the Plan, or (c) the Participant's termination of
employment with the Controlled Group, provided that, except as provided in
Subsection (2) of this Section and Section 6.5, no distribution shall be
required to be made or commence until the Participant files his application with
the Committee pursuant to Section 6.1.
                 (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



43
<PAGE>   44

         78 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 79 Spouse, the December 31 of the calendar year in which the
         Participant would have attained age 70-1/2.
                 (d) Distributions under this Subsection shall be made in
         accordance with the provisions of Code Section 401(a)(9) and Treasury
         Regulations issued thereunder, which provisions are hereby incorporated
         herein by reference, provided that such provisions shall override the
         other distribution provisions of the Plan only to the extent that such
         other Plan provisions provide for distribution that is less rapid than
         required under such provisions of the Code and Regulations. Nothing
         contained in this Section shall be construed as providing any optional
         form of payment that is not available under the other distribution
         provisions of the Plan.
                 6.9 Withdrawal of Contributions Upon Attainment of Age 59-1/2.
A Participant who is an Employee and who is at least age 59-1/2 may elect to
withdraw all or any portion of his Vested Interest in his Account in the form of
a single sum payment or a distribution of NCC Stock. A Participant 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



                                       44
<PAGE>   45

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
         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



45
<PAGE>   46

         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
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




46
<PAGE>   47

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 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




47
<PAGE>   48

         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
                                (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



48
<PAGE>   49

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 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 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


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<PAGE>   50

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
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



50
<PAGE>   51

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
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,



51
<PAGE>   52

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
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



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<PAGE>   53

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
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



53
<PAGE>   54

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
                 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



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<PAGE>   55

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



55
<PAGE>   56

benefit or advantage, inasmuch as it is recognized that the members may be
Employees of the Employers and Participants in the Plan, but no member of the
Committee shall vote or act in connection with the Committee's action relating
solely to himself. No bond or other security need be required of any Committee
member in such capacity or any jurisdiction.
          10.9 Revocability of Committee Action. Any action taken by the
Committee with respect to the rights or benefits under the Plan of any
Participant or Beneficiary shall be revocable by the Committee as to payments or
distributions not theretofore made pursuant to such action, and appropriate
adjustments may be made in future payments or distributions to a Participant or
his Beneficiaries to offset any excess or underpayments theretofore made to such
Participant or his Beneficiaries.
          10.10  Rules and Procedures.  The Committee may adopt rules for the
administration of the Plan and rules for its government and the conduct of its
business, including a rule authorizing one or more of its members or officers to
execute instruments in its behalf evidencing its action, and the Trustee may
rely upon any instrument 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



56
<PAGE>   57

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 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



57
<PAGE>   58

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 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


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<PAGE>   59

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



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<PAGE>   60

          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 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,



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<PAGE>   61

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).
          (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



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<PAGE>   62

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




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     satisfy the requirements of Code Sections 401(a)(4) and 410 when considered
     with the Required Aggregation Group.
          (12)  Required Aggregation Group:  The group of qualified plans of
an Employer consisting of:
          (a) each plan in which a Key Employee participates; plus
          (b) each other plan which enables a plan in which a Key Employee
     participates to meet the requirements of Code Sections 401(a)(4) or 410.
          (13)  Top-Heavy Account Balance:  A Participant's (including a
Participant who has received a total distribution from this Plan) or a
Beneficiary's aggregate balance standing to his account as of the Valuation Date
coinciding with or immediately preceding the Determination Date (as adjusted by
the amount of any Employer Contributions made or due to be made after such
Valuation Date but before the expiration of the extended payment period in Code
Section 412(c)(10)), provided, however, that such balance shall include the
aggregate distributions made to such Participant or Beneficiary during the five
(5) consecutive Plan Years ending with the Plan Year that includes the
Determination Date (including distributions under a terminated plan which if it
had not been 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



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     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 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.



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<PAGE>   65

          (2) The three percent (3%) minimum contribution requirement under
Subsection (1) of this Section for a Non-Key Employee shall be increased to four
percent (4%) if the Employer maintains a Defined Benefit Plan which does not
cover such Non-Key Employee.
          (3) The percentage minimum contribution requirement set forth in
Subsections (1) and (2) of this Section with respect to a Plan Year shall not
exceed the percentage at which 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.




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<PAGE>   66

          (2) In the event that another Defined Contribution Plan or Defined
Benefit Plan maintained by the Controlled Group provides contributions or
benefits on behalf of Participants in this Plan, such other plan(s) shall be
taken into account in determining whether this Plan satisfies Section 14.4; and
the minimum contribution required for a Non-Key Employee in this Plan under
Section 14.5 will be reduced or eliminated, in accordance with the requirements
of Code Section 416 and the Regulations thereunder, if a minimum contribution or
benefit is made or accrued in whole or in part in respect of such other plan(s).
          (3) Principles similar to those specifically applicable to this Plan
under this Article, and in general as provided for in 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 unallocated and non-directed shares of NCC Stock,
in accordance with the following provisions of this Section:
          (1) As soon as practicable before each annual or special shareholders'
meeting of the Company, the Trustee shall furnish to each Participant a copy of
the proxy solicitation material sent generally to shareholders, together with a
form requesting confidential instructions on how the shares allocated to such
Participant's Account and a proportionate share (based on the amount of any
shares allocated to his Account) of any unallocated shares and non-directed
shares (including fractional shares to 1/1000th of a share) are to be voted. The
Company and the Committee shall cooperate with the Trustee to ensure that
Participants receive the requisite information in a timely manner. Except as
provided in Subsection (d) of this Section, the materials furnished to the
Participants shall include a notice from the Trustee explaining each
Participant's right to instruct the Trustee with respect to the voting of
allocated and unallocated shares. Upon timely



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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 or unallocated to the Account of any Participant are not timely
received by the Trustee for a particular shareholders' meeting, such shares
shall not be voted in accordance with the instructions but shall be voted as
provided in Subsection (3) below. The instructions received by the Trustee from
Participants or Beneficiaries shall be held by the Trustee in strict confidence
and shall not be divulged or released to any person including directors,
officers or employees of the Company, or of any other Employer, except as
otherwise required by law.
          (2) With respect to all corporate matters submitted to Participants,
all shares of NCC Stock allocated to the Accounts of Participants shall be voted
only in accordance with the directions of such Participants as given to the
Trustee. Each Participant shall be entitled to direct the voting of shares of
NCC Stock (including fractional shares to 1/1000th of a share) allocated to his
Account. With respect to shares of NCC Stock allocated to the Account of a
deceased Participant, such Participant's Beneficiary shall be entitled to direct
the voting with respect to such allocated shares as if such Beneficiary were the
Participant.
          (3) Each Participant who has been allocated NCC Stock in his Account
and who is entitled to vote on any manner presented for a vote by the
shareholders also shall, as a Named Fiduciary, direct the Trustee with respect
to the vote of a portion of the shares of NCC Stock that are unallocated to the
Account of any Participant and the Shares of NCC Stock allocated to
Participants' Accounts for which no timely instructions were received. Such
direction shall be with respect to such number of votes equal to the total
number of votes attributable to NCC Stock not allocated to the Accounts of
Participants and non-directed shares multiplied by a fraction, the numerator of
which is the number of shares of NCC Stock allocated to the Participant's
Account and the denominator of which is the total number of shares allocated to
the Accounts of such Participants who have provided directions to the Trustee
with respect to unallocated shares under this Subsection. Each Participant's
voting instructions shall be separately stated as to his allocated shares on the
one hand, and as a Named Fiduciary with respect of a portion of the unallocated
and non-directed shares



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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 unallocated and non-directed shares in
accordance with the following provisions of this Section:
          (1) In the event an offer shall be received by the Trustee (including
a tender offer for shares of NCC Stock subject to Section 14(d)(1) of the
Securities Exchange Act of 1934 or subject to Rule 13e-4 promulgated under that
Act, as those provisions may from time to time be amended) to purchase or
exchange any shares of NCC Stock held by the Plan, the Trustee shall advise each
Participant who has shares of NCC Stock credited to such Participant's Account
in writing of the terms of the offer as soon as practicable after its
commencement and shall furnish each Participant with a form by which he may
separately instruct the Trustee confidentially whether or not to tender or
exchange shares allocated to such Participant's Account and (based on any NCC
Stock allocated to such Participant's Account) a proportionate share of any
unallocated shares and non-directed shares (including fractional shares to
1/1000th of a share). The materials furnished to the Participants shall include:
          (a) a notice from the Trustee explaining Participants' rights to
     instruct the Trustee with respect to allocated and unallocated and non-
     directed shares as provided herein; and
          (b) such related documents as are prepared by any person and provided
     to the shareholders of the Company pursuant to the Securities Exchange Act
     of 1934.
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



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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 that are unallocated to the Account of any Participant and
of the shares of NCC Stock allocated to Participants' Accounts for which no
timely instructions are received. Such direction shall apply to such number of
unallocated and non-directed shares multiplied by a fraction, the numerator of
which is the number of shares of NCC Stock allocated to the Participant's
Account and the denominator of which is the total number of shares of NCC Stock
allocated to the Accounts of such Participants who have provided directions to
the Trustee with respect to unallocated shares under this Subsection. Each
Participant's directions shall be separately stated as to his allocated shares
on the one hand and as a Named Fiduciary with respect to a portion of the
unallocated and non-directed shares on the other hand. Fractional shares shall
be rounded to the nearest 1/1000th of a share.
          (4) In the event, under the terms of a tender offer or otherwise, any
shares of NCC Stock tendered for sale, exchange or transfer pursuant to such
offer may be withdrawn from such offer, the Trustee shall follow such
instructions respecting the withdrawal of such securities from such offer in the
same manner and the same proportion as shall be timely received by the Trustee
from the Participants entitled under this Section to give instructions as to the
sale, exchange or transfer of securities pursuant to such offer.
          (5) In the event that an offer for fewer than all of the 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



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<PAGE>   70

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 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



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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 (allocated or
unallocated) in such offer.

                    ARTICLE XVI. - LEVERAGED ESOP PROVISIONS
          16.1  Definitions.  For purposes of this Article, the following
terms shall have the following meanings:
          (1) Allocated Dividends: Cash dividends which are paid during the Plan
Year on NCC Stock held in a Participant's ESOP Sub-Account which was acquired
with the proceeds of an outstanding ESOP Loan.
          (2)  Disqualified Person:  A disqualified person within the meaning
of Code Section 4975(e)(2).
          (3) Dividend Replacement Allocations: The allocation to a
Participant's ESOP Sub-Account of NCC Stock equivalent in market value to the
amount of the Allocated Dividends paid on shares credited to such ESOP Sub-
Account on the record date of such dividend (which dividend was used during the
Valuation Period ending on such Valuation Date in making an ESOP Loan
amortization payment).
          (4) ESOP Interim Account: The account in which Excess ESOP Allocations
shall be held and the operation of which is described in Section 16.5(3).
          (5)  ESOP Payment Account:  The account described in Section
16.4(1).
          (6) ESOP Sub-Account: The separate portion of a Participant's Matching
Allocation Sub-Account which is credited with the amounts described in Section
16.5(3).
          (7)  ESOP Suspense Account:  The account described in Section
16.3(4).
          (8) Excess ESOP Allocations: Shares of NCC Stock held in the ESOP
Interim Account which are not allocated to the ESOP Sub-Accounts as of a
Valuation Date because the fair market value of shares of NCC Stock available to
be allocated to the ESOP Sub-Accounts from the ESOP Interim Account (including
Excess ESOP Allocations from an earlier Valuation Date in such Plan Year) at
such Valuation Date are in excess of the required Matching Allocations and
Dividend Replacement Allocations for such Valuation Date.




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<PAGE>   72

          (9)  Merchants Plan:  The Merchants National Corporation Thrift
Plan, as amended and restated as of October 1, 1990 and as further amended and
in effect on June 30, 1992.
          (10)  Supplemental ESOP Contribution:  The Employer contributions
described in Section 16.5(2)(b).
          (11)  Unallocated Dividends:  The cash dividends paid on NCC Stock
held in the ESOP Suspense Account or ESOP Interim Account.
          (12)  Valuation Period:  The period from the last day following a
Valuation Date to and including the next succeeding Valuation Date.
          16.2  In General:  Effective as of July 1, 1992, as described in
Appendix M hereto, the Merchants Plan shall be merged into the Plan and the
ESOP feature of the Merchants Plan shall continue as part of this Plan in the
manner described in this Article.  On and after July 1, 1992, the Plan shall
consist of two components, the ESOP Feature and the Profit Sharing Feature.
The ESOP Feature is described in this Article. The ESOP Feature is intended to
qualify as a stock bonus plan under Code Section 401(a) and as an employee stock
ownership plan under Code Section 4975(e)(7). The ESOP Feature is designed to
invest primarily in "qualifying employer securities," as defined in Code
Sections 4975(e)(8) and 409(l) and ERISA Section 407(d)(5). On and after July 1,
1992, Matching Allocations under this Plan shall be funded through the ESOP
Feature. Matching Allocations made before July 1, 1992 to this Plan and all of
other Employer and Employee contributions have been and shall continue to be
funded through the Profit Sharing Feature of the Plan. The assets of the
employee stock ownership plan feature of the Merchants Plan and all amounts
credited to Participant's Accounts pursuant to the provisions of this Article
shall constitute the ESOP Feature of this Plan. For purposes of this Article,
any reference to NCC Stock acquired with the proceeds of an ESOP Loan shall be
deemed to include shares of common stock of Merchants National Corporation that
were acquired with the proceeds of the ESOP Loan made to the Merchants Plan
which shares of common stock were converted into NCC Stock upon the merger of
Merchants National Corporation and the Company. The provisions of this Article
XVI shall supercede any contrary provisions of the Plan.
          16.3  ESOP Loan.
          (1)  Authority.  The Company may direct the Trustee to obtain an
ESOP Loan or Loans.  The term "ESOP Loan" means a loan made to the Plan
(including the loan made to the Merchants Plan to




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which this Plan has succeeded by virtue of the merger of the Merchants Plan into
this Plan), including a direct loan of cash, a purchase money transaction and an
assumption of an obligation by the Plan. An ESOP Loan may be made by a
Disqualified Person or may be secured by a guarantee of a Disqualified Person.
"Guarantee" includes an unsecured guarantee and the use of the assets of a
Disqualified Person as collateral for an ESOP Loan.
          (2) Conditions of Loans. An ESOP Loan must be primarily for the
benefit of the Participants and their Beneficiaries. The terms of an ESOP Loan,
whether or not between independent parties, must, at the time the ESOP Loan is
made, be at least as favorable to the Plan as the terms of a comparable loan
resulting from arm's length negotiations between independent parties. At the
time the ESOP Loan is made, the interest rate for the ESOP Loan must not be in
excess of a reasonable rate of interest, taking into account the amount and
duration of the ESOP Loan, the security and guarantee (if any) involved, and the
interest rate prevailing for comparable loans. The term of the ESOP Loan must be
definitely ascertainable.
          (3) Use of Loan Proceeds. The proceeds of an ESOP Loan must be used
within a reasonable time after their receipt by the Plan and may be used only
for one or more of the following purposes:
          (a) to acquire NCC Stock,
          (b) to repay the ESOP Loan, or
          (c) to repay a prior ESOP Loan.
          (4) ESOP Suspense Account. All assets acquired by the Plan with the
proceeds of an ESOP Loan shall be added to and maintained in the ESOP Suspense
Account. The note or any security agreements executed by the Trustee in
connection with an ESOP Loan shall provide that assets shall be released from
the ESOP Suspense Account pursuant to the provisions of Section 16.5(1) as
though all securities in the ESOP Suspense Account were encumbered.
          (5) Liability and Collateral for Loan. An ESOP Loan must be without
recourse against the Plan. The only assets of the Plan which may be used as
collateral on an ESOP Loan are NCC Stock acquired with the proceeds of the ESOP
Loan and NCC Stock that was used as collateral on a prior ESOP Loan. Except as
permitted pursuant to Code Section 404(k), no person entitled to payment under
an ESOP Loan shall have any right to assets of the Plan other than --
          (a)  collateral given for the ESOP Loan,
          (b)  Employer contributions that are made to the Plan to meet its
     obligations under the ESOP Loan, and
          (c)  earnings attributable to such collateral and the investment of
     such Employer contributions.
          (6) Default. The note or any security agreements executed by the
Trustee in connection with an ESOP Loan shall provide that in the event of



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default under the ESOP Loan, the value of assets of the Plan, if any,
transferred in satisfaction of the Loan must not exceed the amount of such
default and if the lender is a Disqualified Person, the ESOP Loan must provide
for the transfer of such assets only upon and to the extent of the failure of
the Trustee to meet the payment schedule of the ESOP Loan.
          (7) Limitation on Payments. Payments made by the Trustee with respect
to an ESOP Loan during a Plan Year shall not exceed the sum of (a) ESOP
Contributions made during the Plan Year and each prior Plan Year to meet its
obligations under the ESOP Loan and the earnings attributable to the investment
of such Contributions and (b) earnings attributable to allocated and unallocated
NCC Stock acquired with the proceeds of any ESOP Loan, reduced by (c) payments
made under the ESOP Loan in prior Plan Years, and increased by (d) the proceeds
of any sale of NCC Stock held in the ESOP Suspense Account used to make payments
on such ESOP Loans. Such ESOP Contributions and earnings shall be accounted for
separately in the books of account of the ESOP Feature until the ESOP Loan is
repaid.
          16.4 Repayment of Loan. (1) The Trustee shall cause the Plan to repay
the ESOP Loan to the lender as payments on the ESOP Loan are required pursuant
to the terms of the ESOP Loan agreement. If ESOP Contributions are made prior to
the date on which a payment is required under an ESOP Loan agreement or in
excess of the amount of a required payment, upon the direction of the Company
pursuant to Section 16.8, the Trustee shall cause the Plan to apply such ESOP
Contributions to the prepayment of the ESOP Loan. Payments shall be made from
the ESOP Payment Account. Except as otherwise provided herein, the ESOP Payment
Account shall hold:
          (a)  proceeds (if any) arising from the sale of NCC Stock held in
     the ESOP Suspense Account;
          (b)  Allocated Dividends and Unallocated Dividends (to the extent
     provided by Section 16.13(1);
          (c)  Employer contributions (if any) made with respect to the ESOP
     Feature; and
          (d) proceeds (if any) of a subsequent ESOP Loan made to repay a prior
     ESOP Loan.
          (2) In the event of default upon an ESOP Loan for failure to meet the
required payment schedule, the Trustee shall transfer shares of NCC Stock in the
ESOP Suspense Account to the ESOP Payment Account that are sufficient,



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<PAGE>   75

when added to the other assets in the ESOP Payment Account, to make the required
ESOP Loan payment.
          16.5  Contributions, Release from ESOP Suspense Account and
Allocation Among Participants' Accounts.
          (1) Release. Each Valuation Date that payment is made on an ESOP Loan
(whether a regularly-scheduled payment or a prepayment, but not including any
prepayment made with the proceeds of a new ESOP Loan incurred to refinance an
existing ESOP Loan), the Trustee shall release shares of NCC Stock then held in
the ESOP Suspense Account for allocation to Participants' Accounts. The number
of shares of NCC Stock to be released for each Valuation Period shall equal the
number of encumbered shares held in the ESOP Suspense Account immediately before
the payment multiplied by a fraction the numerator of which is the amount of
principal and interest paid at such time and the denominator of which is the sum
of the numerator and the principal and interest to be paid under the ESOP Loan
later in such Plan Year and in all future Plan Years without regard to any
possible extension or renewal periods. The shares of NCC Stock released from the
ESOP Suspense Account pursuant to this Subsection shall be transferred to the
ESOP Interim Account, and such shares shall be allocated as specified in
subsection (3) below.
          (2) Contributions. A Participant shall be entitled to an allocation to
his ESOP Sub-Account for each Valuation Period equal to his Matching Allocations
required under Section 3.6 and with respect to the last Valuation Period of a
Plan Year, under Section 3.8, if any, payable in the form of NCC Stock. A
Participant with an undistributed ESOP Sub-Account shall also be entitled to
share in any Dividend Replacement Allocations during such Valuation Period. The
required Matching Allocations and the Dividend Replacement Allocations shall be
funded by shares of NCC Stock released from the ESOP Suspense Account (as
provided in Subsection (1)) and as a result of the ESOP Contributions made by
the Employer and Supplemental ESOP Contributions described below:
          (a) ESOP Contributions. For each Valuation Period during which an ESOP
     Loan is outstanding, the Employers may make ESOP Contributions to the
     Trustee in such amount or under such a formula as the Company may
     determine, provided that the aggregate ESOP Contributions made for a Plan
     Year are an amount sufficient (after taking into account the use of certain



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<PAGE>   76

     amounts lent to the Trustee, Allocated Dividends and Unallocated Dividends
     in accordance with Section 16.13(1)) to enable the Trustee to repay the
     amounts of principal and interest on any ESOP Loan which become due and
     payable. The share of each Employer in the aggregate ESOP Contributions for
     each Plan Year shall be equal to the total amount of ESOP Contributions
     attributable to the Participants who are Employees of such Employer, as
     determined by the Company.
          (b)  Supplemental ESOP Contributions.  (i)  With respect to each
     Valuation Period, the Employers shall make Supplemental ESOP
     Contributions as of the Valuation Date in such Valuation Period if:
               (A) the fair market value (as determined as of such Valuation
          Date) of shares of NCC Stock released from the ESOP Suspense Account
          and allocated as of the Valuation Date in such Valuation Period is
          less than
               (B) the sum (during such Valuation Period) of the Dividend
          Replacement Allocations and required Matching Allocations for such
          Valuation Period reduced by:
                    (I) the amount of Excess ESOP Allocations from prior
               Valuation Periods in such Plan Year not previously applied to
               reduce required Matching Allocations and Dividend Replacement
               Allocations, and
                    (II) amounts from prior Plan Years in excess of limits
               prescribed in Section 4.9 and Section 4.10 which have not been
               applied in prior Valuation Periods.
          If (B) exceeds (A), the Employers shall make, as soon as practicable
          after such Valuation Date, Supplemental ESOP Contributions to the
          Trustee in the aggregate amount required to fund allocations of NCC
          Stock which are equal to the excess of (B) over (A) determined above
          as of such Valuation Date.
               (ii) The aggregate Supplemental ESOP Contributions, if any, for
          any Valuation Period shall be determined by the Company pursuant to
          the first sentence of this Subsection (b). The share of each Employer
          in the aggregate Supplemental ESOP Contributions (if any) for any such
          Period shall be equal to the total amount of Supplemental ESOP
          Contributions required to fund allocations to the ESOP Sub- Accounts
          of Participants who are Employees of such Employer, as determined by
          the Company. The Employers, as directed by the Company, may make all
          or a portion of the Supplemental ESOP Contributions by (A)
          contributing cash to the Trustee which the Trustee shall use to



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<PAGE>   77

           prepay part of the ESOP Loan(s) to release additional shares of NCC
           Stock as of the applicable Valuation Date, (B) contributing cash to
           the Trustee which the Trustee shall use to buy NCC Stock for
           allocation as of the applicable Valuation Date, (C) contributing NCC
           Stock for allocation as of the applicable Valuation Date, or (D) any
           combination of the foregoing.
          (3) Application and Allocation. Both Supplemental ESOP Contributions
(whether in cash or in the form of NCC Stock) that are not applied to an ESOP
Loan payment and shares of NCC Stock released from the ESOP Suspense Account by
reason of ESOP Loan payments and held in the ESOP Interim Account shall be
allocated to Participants' ESOP Sub-Accounts in accordance with the provisions
of this Section 16.5(3). For each Valuation Period the amounts of allocations
shall be determined in accordance with the following, and in the following order
of priority:
          (a) Dividend Replacement Allocation. To the extent that Allocated
     Dividends are to be applied to repay an ESOP Loan as provided by Section
     16.13(1), such dividends shall not be allocated to Participants' ESOP
     Sub-Accounts, but Dividend Replacement Allocations of released shares of
     NCC Stock (and, if applicable, shares of NCC Stock contributed as part of a
     Supplemental ESOP Contribution or purchased by the Trustee with cash
     contributed as part of a Supplemental ESOP Contribution) shall be made with
     respect thereto in accordance with the following provisions:
                (i) The aggregate amount of the Allocated Dividends shall be
          calculated as of the relevant record date for dividends paid on shares
          of NCC Stock, based on the aggregate number of shares of NCC Stock
          allocated to ESOP Sub-Accounts as of such record date. Dividend
          Replacement Allocations with respect thereto shall be made as of each
          Valuation Date, as soon as practicable following a release of shares
          from the ESOP Suspense Account which results from an ESOP Loan
          amortization payment made, partially or wholly, with Allocated
          Dividends. The Dividend Replacement Allocations shall be made with
          released shares of NCC Stock (and, if applicable, any NCC Stock
          contributed as part of a Supplemental ESOP Contribution or purchased
          by the Trustee with cash contributed as part of a Supplemental ESOP
          Contribution made to fund Dividend Replacement Allocations) having an
          aggregate fair market value (determined at the applicable Valuation



77
<PAGE>   78

          Date) equal to the amount of Allocated Dividends, and shall be
          allocated to the ESOP Sub-Accounts of Participants to which shares
          were credited as of the relevant record date for such Allocated
          Dividends, such allocation to be made in proportion to the shares of
          NCC Stock so credited; provided, however, that the Dividend
          Replacement Allocation amounts for the Valuation Date which is the
          last day of the Plan Year shall first be satisfied with any unused
          amount of Excess ESOP Allocations held in the ESOP Interim Account
          from the preceding Valuation Date in such Plan Year (valued at fair
          market value as of such last day of the Plan Year).
          (b) Matching Allocations. After the completion of the Dividend
    Replacement Allocations, the Matching Allocations required under Sections
    3.6 and 3.8 for each Participant shall be made as of the Valuation Date for
    such Valuation Period. As soon as practicable following each such
    determination, released shares of NCC Stock (and, if applicable, NCC Stock
    contributed as a Supplemental ESOP Contribution or purchased by the Trustee
    with a cash Supplemental ESOP Contribution) having an aggregate fair market
    value (as of the applicable Valuation Date) equal to the Matching
    Allocations required under Sections 3.6 and 3.8 with respect to each
    Participant shall be allocated as of such Valuation Date to such
    Participant's ESOP Sub-Account. If after the allocation of shares released
    from the ESOP Suspense Account the required Matching Allocations for such
    Valuation Date are not met, the Committee shall apply any unused amount of
    Excess ESOP Allocations from the prior Valuation Date, if any, in such Plan
    Year (valued at fair market value as of the date of an allocation thereof)
    for purposes of meeting the required Matching Allocations for such Valuation
    Date. For purposes of determining the amount of shares of NCC Stock to be
    allocated as required Matching Allocations, shares of NCC Stock released
    from the ESOP Suspense Account shall be valued at their fair market value as
    of the applicable Valuation Date on which they are to be allocated.
          (c) Excess Shares. Subject to Sections 4.9 and 4.10, if at the end of
     a Plan Year after the completion of the foregoing allocations for the Plan
     Year there are still Excess ESOP Allocation shares of NCC Stock held in the
     ESOP Interim Account which have not been allocated, then such shares shall
     be allocated to each Participant who would be eligible in accordance with
     the provisions of Section 3.8 to share in a Matching Allocation made
     pursuant to Section 3.8 for the Plan Year (whether or not a Matching
     Allocation is in fact made pursuant to Section 3.8 for such Plan Year). The
     amount of such shares to be allocated to each such Participant shall be the
     amount that bears the same ratio to the total amount of Excess ESOP
     Allocation shares as the Credited Compensation of



78
<PAGE>   79

     such Participant for the Plan Year bears to the aggregate Credited
     Compensation of all such Participants for such Plan Year. An allocation
     under this Subsection shall be allocated to the Participants' ESOP Sub-
     Accounts as part of the ESOP Feature.
          16.6  Investment of ESOP Feature.  The Trust Fund assets held under
the ESOP Feature of the Plan (other than the ESOP Suspense Account) shall be
invested in the NCC Stock Fund. The proceeds of an ESOP Loan shall be invested
in NCC Stock. Such NCC Stock shall be subject to the provisions of Section
16.10.
          16.7 Acquisition and Disposition of Employer Securities. (1) General.
Any purchase of NCC Stock by the Trust Fund shall be made at a price which is
not in excess of it fair market value. The Committee shall determine fair market
value of any nonpublicly traded NCC Stock based upon the value determined by an
independent appraiser having expertise in rendering such evaluations and meeting
requirements similar to those contained in Treasury Regulations under Code
Section 170(a)(1). The Committee may direct the Trustee to buy NCC Stock from,
or sell NCC Stock to, any person, subject to Subsection (2). All sales of NCC
Stock shall be charged pro rata to the ESOP Sub-Accounts of the Participants.
          (2) Transactions with Disqualified Persons. In the case of any
transaction involving NCC Stock between the Trust Fund and a Disqualified Person
or any transaction involving NCC Stock which is subject to ERISA Section 406(b),
no commission shall be charged with respect to the transaction and the
transaction shall be for adequate consideration (as defined in ERISA Section
3(18)) or, in the case of an evidence of indebtedness of an Employer or an
affiliate of an Employer, at a price not less favorable to the Plan than the
price determined under ERISA Section 407(e)(1).
          16.8  Employer Contributions to Retire Debt.  Contributions made to
the Plan shall be designated by the Company so as to indicate which portion of
the contribution may be used to retire ESOP Loans. If the Loan may be
accelerated at the election of the borrower, the Company shall have sole
discretion to direct the Trustee to accelerate repayment of the ESOP Loan.
          16.9  Stock Rights and Restrictions.
          (1) Company Stock Acquired by Loan. Except as provided in Section
16.10, no NCC Stock acquired with the proceeds of an ESOP Loan shall be subject
to a put, call, or other option, or buy-sell or similar arrangement



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<PAGE>   80

while held by and when distributed from the Plan.
          (2) Nonterminable Restrictions. The protections and rights of
Subsection (1) and Section 16.10 shall be non-terminable. If the ESOP Feature
holds or has distributed NCC Stock acquired with the proceeds of an ESOP Loan,
the foregoing protections and rights shall continue to apply to such NCC Stock
after the ESOP Loan is repaid and whether or not the Plan's ESOP Feature
continues.
          16.10  Put Option on Company Stock Acquired with a Loan.
          (1)  When Put Required.  If a Participant receives a distribution of
NCC Stock which was acquired with the proceeds of an ESOP Loan, and either:
          (a) the NCC Stock is not publicly-traded stock, or
          (b) the NCC Stock is subject to a trading limitation under federal
     or state securities law, or regulations thereunder, or an agreement which
     would make the NCC Stock not as freely tradable as stock not subject to
     such limitation, then the NCC Stock distributed to the Participant (or his
     Beneficiary) must be subject to a put option as described in this Section.
          (2) Holder of Put. The put option shall be exercisable by the
Participant or, if deceased, by the Participant's Beneficiary, by the donees of
either, or by a person (including an estate or its distributee) to whom the NCC
Stock passes by reason of the death of the Participant or the Beneficiary.
          (3) Responsibility for Put. The holder of the put option shall be
entitled to put the NCC Stock to the Company. The Committee shall have the
authority to have the Plan assume the rights and obligations of the Company at
the time the put option is exercised by directing the Trustee to repurchase the
NCC Stock; provided, however, that under no circumstances may the put option
bind the Plan. If it is known at the time an ESOP Loan is made that federal or
state law will be violated by the Company's honoring the put option, the put
option must permit the NCC Stock to be put, in a manner consistent with such
law, to a third party (for example, an affiliate of the Company or a shareholder
other than the Plan) that has substantial net worth at the time the ESOP Loan is
made and whose net worth is reasonably expected to remain substantial.
          (4) Duration of Put. The holder of the put option shall be entitled to
exercise the option at any time during two option periods. The first option
period shall be the 60-day period commencing on the date of the distribution of
the NCC Stock, and if the option is not exercised during that period, a




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<PAGE>   81

second 60-day period shall commence in the following Plan Year pursuant to
applicable Treasury Regulations. The period during which a put option is
exercisable does not include any time when a holder of the put option is unable
to exercise it because the party bound by the put option is prohibited from
honoring it by applicable federal or state law.
          (5) Manner of Exercise. A put option is exercised by the holder
notifying the Company in writing that the option is being exercised.
          (6) Price. The exercise price for a put option shall be the value of
the NCC Stock (as determined pursuant to Treasury Regulation Section
54.4975-11(d)(5)) based on all relevant factors for determining the fair market
value of the NCC Stock and shall be made in good faith. In the case of a
transaction between the Plan and a Disqualified Person, value shall be
determined as of the date of the transaction. For all other purposes, value
shall be determined as of the most recent Valuation Date under the Plan. An
independent appraisal will not in itself be a good faith determination of value
in the case of a transaction between the Plan and a Disqualified Person.
However, in other cases, a determination of fair market value based on at least
an annual appraisal independently arrived at by a person who customarily makes
such appraisals and who is independent of any party to a transaction involving a
right of first refusal or a put option with respect to NCC Stock distributed
under this Plan will be deemed to be a good faith determination of value.
          (7)  Payment Terms and Restrictions.  The terms of payment for the
sale of NCC Stock pursuant to a put option shall be as provided in the put and
may be either paid in a lump sum or in installments as provided by the
Committee.  An agreement to pay through installments shall be permissible only
if --
          (a)  the agreement is adequately secured, as determined by the
     Committee,
          (b)  a reasonable rate of interest is charged, as determined by the
     Committee,
          (c)  annual payments are equal,
          (d)  installment payments must begin not later than 30 days after
     the date the put option is exercised,
          (e)  the term of payment does not extend beyond the greater of --
               (i) five years from the date the put option is exercised, or
               (ii) the earlier of --
                    (A)  ten years from the date the put option is exercised,
               or
                    (B) the date the ESOP Loan used by the Plan to acquire NCC
               Stock subject to the put option has been entirely repaid, and




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<PAGE>   82

          (f)  in all other respects the requirements of Treasury Regulations
     Section #54.4975-7(b)(12)(iv) are satisfied.
          16.11  Diversification of Investment.  Participants may diversify
the investment of amounts held in their ESOP Sub-Accounts by transferring
amounts held in their ESOP Sub-Accounts from the NCC Stock Fund to one of the
other Investment Funds maintained under the Profit Sharing Feature in accordance
with the provisions of Section 5.6. Any transfer of such amounts from the NCC
Stock Fund to another Investment Fund shall be deemed to be a transfer from the
ESOP Feature to the Profit Sharing Feature.
          16.12 Stock Disposition Ordering Rule. In any case where the Trustee
is required to distribute or dispose of NCC Stock, shares of NCC Stock acquired
with the proceeds of an ESOP Loan shall not be distributed or disposed of prior
to any other shares of NCC Stock held under the ESOP Feature.
          16.13  Miscellaneous ESOP Feature Provisions.
          (1)  Application of Dividends.  All cash dividends on NCC Stock
allocated to Participants' ESOP Sub-Accounts may, as determined by the Company,
be used, in whole or in part, consistent with Code Section 404(k) to make
principal or interest payments on an ESOP Loan, or may be retained in the
Participant's ESOP Sub-Accounts or paid out to the Participant. The Company may
determine how such dividends may be applied for any Valuation Period up to the
time when such dividends are finally allocated to the ESOP Sub-Accounts of
Participants as of the last day of such Valuation Period. Such dividends may not
be used for payment of an ESOP Loan unless the Dividend Replacement Allocations
described in Section 16.5(3)(a) are made. Except as otherwise directed by the
Company, all cash dividends on unallocated shares of NCC Stock held in the ESOP
Suspense and Interim Accounts shall be used to repay an ESOP Loan related to
such shares of NCC Stock.
          (2) Independent Appraiser. NCC Stock held in Participants' ESOP
Sub-Accounts shall be valued as of each Valuation Date, or at the discretion of
the Committee, more frequently. All valuations of NCC Stock held in
Participants' ESOP Sub-Accounts which is not readily tradeable on an established
securities market shall be made by an independent appraiser meeting requirements
similar to those contained in Treasury Regulations under Code Section 170(a)(1).
          (3) Termination of ESOP Component. Upon a complete termination of



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<PAGE>   83

the Plan or of the ESOP Feature but only to the extent permitted by the Code and
ERISA, any unallocated NCC Stock shall be sold either to the Company (at a price
no less than fair market value) or on the open market. To the extent permitted
by the Code and ERISA, the proceeds of such sale shall be used to satisfy any
outstanding ESOP Loan and the balance of any funds remaining shall be allocated
as income to each Participant's ESOP Sub-Account based on the proportion that
the Participant's ESOP Sub-Account balance as of the immediately preceding
Valuation Date bears to the aggregate ESOP Sub-Account balances of all
Participants as of the immediately preceding Valuation Date, provided, however,
that former Participants, if any, who transferred from this Plan to a Comparable
Savings Plan during the thirty (30) days immediately prior to such termination
shall share in such allocation on the basis of the balance(s) in their ESOP
Sub-Account(s) immediately prior to any such transfer(s).

                           ARTICLE XVII. - APPENDICES
          17.1 Rules Governing Construction of Appendices. Each Appendix
attached hereto contains terms and conditions governing the application of the
Plan to the group of Employees described therein. In the event of an
inconsistency between the other provisions of the Plan and such terms and
conditions set forth in an Appendix, the latter shall control as to the
Employees (or former Employees) covered by such Appendix; provided, however,
that if such inconsistency results from changes made in the provisions of the
Plan to comply with applicable law, then such provisions of the Plan shall
control as to the Employees (or former Employees) covered by such Appendix. The
terms and provisions of the Appendices that were adopted before the effective
date of this amendment and restatement of the Plan shall remain in effect until
changed or superceded. Any reference in any Appendix to provisions of the Plan
as in effect at the time such Appendix became effective shall be deemed to refer
to the comparable provisions of the Plan as later amended or restated.
          17.2 Appendix A -- National City Bank Deferred Profit Sharing Plan and
Trust -- Merger into this Plan and Trust. Attached hereto and made a part of the
Plan and Trust is Appendix A, relating to and providing for the merger of the
National City Bank Deferred Profit Sharing Plan and Trust, as amended, into this
Plan and Trust as of June 30, 1987 (or such later date as may be required by
applicable law).




                                       83
<PAGE>   84

          17.3 Appendix B -- BancOhio Corporation 1982 Qualified Employee Stock
Purchase Plan and Trust -- Merger into this Plan and Trust. Attached hereto and
made a part of the Plan and Trust is Appendix B, relating to and providing for
the merger of the BancOhio Corporation 1982 Qualified Employee Stock Purchase
Plan and Trust, as amended, into this Plan and Trust as of December 31, 1987 (or
such later date as may be required by applicable law).
          17.4 Appendix C -- First Kentucky National Corporation Thrift Plan -
-- Merger into this Plan and Trust. Attached hereto and made a part of the Plan
and Trust is Appendix C, relating to and providing for the merger of the First
Kentucky National Corporation Thrift Plan, as amended, into this Plan and Trust
as of January 1, 1989.
          17.5 Appendix D -- First Kentucky National Corporation Retirement Plan
-- Merger into this Plan and Trust. Attached hereto and made a part of the Plan
and Trust is Appendix D, relating to and providing for the merger of the First
Kentucky National Corporation Retirement Plan, as amended, into this Plan and
Trust as of January 1, 1989.
          17.6 Appendix E -- Farmers-Citizens Bank Amended and Restated
Profit-Sharing Retirement Plan -- Merger into this Plan and Trust. Attached
hereto and made a part of the Plan and Trust is Appendix E, relating to and
providing for the merger of the Farmers-Citizens Bank Amended and Restated
Profit-Sharing Retirement Plan, as amended, into this Plan and Trust as of
January 1, 1989.
          17.7 Appendix F -- Adoption by NCC Services, Inc. Attached hereto and
made a part of the Plan and Trust is Appendix F relating to the adoption of the
Plan by NCC Services, Inc.
          17.8 Appendix G -- Crestwood State Bank Savings Plan -- Merger into
this Plan and Trust. Attached hereto and made a part of the Plan and Trust is
Appendix G, relating to and providing for the merger of the Crestwood State Bank
Savings Plan into this Plan and Trust as of January 1, 1990.
          17.9 Appendix H -- Gem Savings Retirement Savings Plan -- Merger into
this Plan and Trust. Attached hereto and made a part of this Plan and Trust is
Appendix H relating to and providing for the merger of the Gem Savings
Retirement Savings Plan into this Plan and Trust as of February 1, 1990.
          17.10 Appendix I -- Gem Savings Retirement Security Plan -- Merger
into this Plan and Trust. Attached hereto and made a part of this Plan and Trust
is Appendix I relating to and providing for the merger of the Gem



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<PAGE>   85

Savings Retirement Security Plan into this Plan and Trust as of February 1,
1990.
          17.11 Appendix J -- Buckeye Financial Corporation Employee Stock
Ownership Plan -- Merger into this Plan and Trust. Attached hereto and made a
part of this Plan and Trust is Appendix J relating to and providing for the
merger of the Buckeye Financial Corporation Employee Stock Ownership Plan into
this Plan and Trust as of January 24, 1991.
          17.12 Appendix K -- Buckeye Financial Corporation Section 401(k) Plan
-- Merger into this Plan and Trust. Attached hereto and made a part of this Plan
and Trust is Appendix K relating to and providing for the merger of the Buckeye
Financial Corporation Section 401(k) Plan into this Plan and Trust as of March
1, 1991.
          17.13 Appendix L -- Ohio Citizens Bank Profit-Sharing Retirement Plan
and Declaration of Trust -- Merger into this Plan and Trust. Attached hereto and
made a part of this Plan and Trust is Appendix L relating to and providing for
the merger of the Ohio Citizens Bank Profit-Sharing Retirement Plan and
Declaration of Trust into this Plan and Trust as of April 30, 1992 immediately
after the spin off and transfer of certain assets of the Ohio Citizens Bank
Profit-Sharing Retirement Plan and Declaration of Trust to The National City
Savings and Investment Plan No. 2 and Trust.
          17.14 Appendix M -- Merchants National Corporation Thrift Plan --
Merger into this Plan. Attached hereto and made a part of this Plan is Appendix
M relating to and providing for the merger of the Merchants National Corporation
Thrift Plan into this Plan as of July 1, 1992.
          17.15 Appendix N -- Conversion to Daily Access System. Attached hereto
and made a part of this Plan is Appendix N relating to and providing for the
conversion of the Plan and Trust to a daily access system (originally identified
as "Appendix M" and added by "Amendment No. 16 to the National City Savings and
Investment Plan and Trust," executed October 12, 1993).
          17.16 Appendix O -- Ohio Bancorp Profit Sharing and 401(k) Savings
Plan -- Merger into this Plan and Trust. Attached hereto and made a part of this
Plan and Trust is Appendix O relating to and providing for the merger of the
Ohio Bancorp Profit Sharing and 401(k) Savings Plan into this Plan and Trust as
of the Consolidation Date defined therein.
          17.17 Appendix P -- Military Banking Division Savings and Investment
Plan -- Merger into this Plan and Trust. Attached hereto and made



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<PAGE>   86

a part of this Plan and Trust is Appendix P relating to and providing for the
merger of the Military Banking Division Savings and Investment Plan and Trust
into this Plan and Trust as of January 1, 1995 (or such later date as may be
required by applicable law).
          This amendment and restatement of the National City Savings and
Investment Plan 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:


                                    EXHIBIT A

                             Participating Employers
                               as of July 1, 1992

National City Bank, Akron
First National Bank of Ashland
National City Bank
National City Bank, Northeast
BancOhio National Bank
First National Bank, Dayton
National City Bank, Norwalk
Third National Bank of Sandusky
Ohio Citizens Bank



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<PAGE>   87

National City Trust Company
BancOhio Leasing Company
BancOhio Mortgage Company
W. Lyman Case & Company
First Kentucky National Corporation
First National Bank of Louisville
First Kentucky Trust Company
First National Bank, Louisville
First Kentucky Company
National Processing Company, Inc.
The American National Bank & Trust Company
Central Bank and Trust Company
CommerceNational Bank
First National Bank of Indiana
The Third National Bank of Ashland
Farmers-Citizens Bank
Crestwood State Bank
Gem Savings Association
NCC Services, Inc.
Merchants National Corporation
Madison Bank and Trust Company
Merchants National Bank & Trust Company of Indianapolis
Anderson Banking Company
Batesville State Bank
Central National Bank of Greencastle
Citizens National Bank of Tipton
Elston Bank & Trust Company
Farmers National Bank of Shelbyville
Fayette Bank and Trust Company
First National Bank of East Chicago
First National Bank of Indiana, Logansport
First National Bank of Indiana, New Albany
Hancock Bank & Trust Company
Mid State Bank
Mid State Bank of Hendricks County
The National Bank of Greenwood
The Seymour National Bank
Union State Bank
National Asset Management Corporation
Merchants Capital Management, Inc.
Mortgage Company of Indiana
National City Mortgage Corporation
Merchants Mortgage Company
North Madison Insurance Agency, Inc.



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<PAGE>   88

                               AMENDMENT NO. 1 TO
                                THE NATIONAL CITY
                      SAVINGS AND INVESTMENT PLAN AND TRUST
                      (As Restated Effective July 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 (As Restated
Effective July 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 55A thereto to read as follows:

                  "(55A) 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>   89

         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>   90

         "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 2nd day of May, l997 but effective
as otherwise herein set forth.

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


By:                                         By: /s/ Shelley J. Seifert
   ----------------------------                --------------------------------
Title                                       Title: Sr. Vice President


And:                                        And: /s/ ???
     ----------------------------                ------------------------------
Title:                                      Title: Executive V.P.



                                      -3-


<PAGE>   91

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

                                    SECTION I

         Effective as of October 31, 1996, Article XVII of the Plan is hereby
amended by adding the following new Sections at the end thereof.

                "17.18 APPENDIX Q -- INTEGRA FINANCIAL CORPORATION PROFIT
SHARING-- MERGER INTO THIS PLAN. Attached hereto and made a part of this Plan is
Appendix Q relating to and providing for the merger of the Integra Financial
Corporation Profit Sharing Plan into this Plan as of October 31, 1996 (or such
later date as may be required by applicable law).

                17.19 APPENDIX R -- LINCOLN SAVINGS BANK 401(K) PROFIT SHARING
PLAN - MERGER INTO THIS PLAN. Attached hereto and made a part of this Plan is
Appendix R relating to and providing for the merger of the Lincoln Savings Bank
401(k) Profit Sharing Plan into this Plan as of October 31, 1996 (or such later
date as may be required by applicable law).

                17.20 APPENDIX S -- EQUIMARK EMPLOYEE RETIREMENT SAYING AND
INVESTMENT PLAN -- MERGER INTO THIS PLAN. Attached hereto and made a part of
this Plan is Appendix S relating to and providing -for the merger of the
Equimark Employee Retirement Savings and Investment Plan into this Plan as of
October 31, 1996 (or such later date as may be required by applicable law)."




<PAGE>   92

                                    SECTION 2

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

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

                                    SECTION 3

         Effective as of October 31, 1996, the Appendix to the Plan is hereby
         amended by adding, Appendices Q, R and S in the form attached hereto,
         at the end thereof.

                                    SECTION 4

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

                                    SECTION 5

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

         Effective as of October 31, 1996, Subsection (4) of Section 5.6 of the
Plan is hereby amended as follows:
<PAGE>   93

                (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 7

         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.

                  (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



<PAGE>   94

By:                                        By:
   --------------------------------           -----------------------------
Title:                                     Title:
      -----------------------------             ---------------------------
                                           By:
                                              -----------------------------
                                           Title:
                                                 --------------------------


                                   APPENDIX Q
                          TO THE NATIONAL CITY SAVINGS
                               AND INVESTMENT PLAN
                               -------------------


                         (relating to the merger of the
               Integra Financial Corporation Profit Sharing Plan)



This Appendix Q, relates to the merger, effective as of October 31, 1996 of the
Integra Financial Corporation Profit Sharing Plan into the Plan.

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

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

                  (a) EFFECTIVE DATE: The effective date, namely October 31,
         1996, of the merger of the Integra Plan into the Plan.

                  (b) INTEGRA PLAN: The Integra Financial Corporation Profit
         Sharing Plan, as amended through the day before the Effective Date and
         as in effect on the Effective Date.



<PAGE>   95

                  (c) INTEGRA PLAN ACCOUNT: An account established and
         maintained by the Trustee for each Integra Plan Participant to reflect
         the amount credited to the Participant's accounts under the Integra
         Plan as of October 30, 1996.

                  (d) INTEGRA PLAN PARTICIPANT: Each individual who was a
         participant in the Integra Plan on October 30, l996.

                  (e) INTEGRA TRUST. The trust held pursuant to the Trust for
         the Integra Financial Corporation Profit Sharing Plan.

         3. MERGER OF ASSETS AND LIABILITIES. Pursuant to the Instrument Merging
Plans executed by National City Corporation, National City Bank, Trustee and
National City Bank of Pennsylvania, Trustee upon the Effective Date the Integra
Plan will be merged into this Plan.

         4. PARTICIPATION IN THIS PLAN.

         (a) Each person who is a Participant (as defined in the Integra Plan)
in the Integra Plan immediately preceding the Effective Date shall become a
Participant in the Plan as of the, Effective Date (unless such person is already
a Participant in the Plan), provided 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 made on his or her behalf
to the Trust under the Plan. Each person who would have been eligible to
participate in the Integra Plan immediately prior to the Effective Date but for
the a-e, service and entry date requirements of such Plan and who is not already
a Participant in the Plan shall become a Participant in the Plan on the earlier
of (i) the first Eligibility Date on or after the Effective Date on which he or
she would have been eligible to become a Participant under the provisions of the
Integra Plan if the Integra Plan had remained in effect and by which Eligibility
Date he or she has elected to have Before-Tax Contributions made on his or her
behalf to the Trust under the Plan provided he or she is then an Eligible
Employee, or (ii) the first Eligibility Date on or after the Effective Date on
which he or she fulfills the eligibility requirements of Section 2.1 of the
Plan, provided that such person shall be deemed to have met the age requirement
of sub-section (2) of said Section



<PAGE>   96

2.1 and his or her service with Integra Financial Corporation, or any of -its
subsidiaries, shall be counted in determining when he or she fufills the service
requirements of sub-section (3) of said Section 2.1. All other persons shall
become Participants in the Plan in accordance with the general provisions of the
Plan.

         With respect to persons who become Participants in the Plan pursuant to
this subsection (a), the vesting provisions of the Plan shall govern the
nonforfeitability of all amounts transferred or contributed on his or her behalf
to the Plan, provided that a Participant's vested interest in amounts
transferred from the Integra Plan on his or her behalf shall not be less than it
would have been under the provisions of the Integra Plan. Notwithstanding any
provision of this Appendix Q, the Integra Plan or the Plan, the preceding
sentence shall not apply to a Participant who is not credited with one Hour of
Service under the Plan on or after the Effective Date and the provisions of the
Integra Plan shall continue to apply in determining the nonforfeitable
percentage of such Participant's accrued benefit derived from employer
contributions under the Integra 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 Integra 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.

         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 Integra Plan Participant shall be accounted for in
accordance with the following rules:

         (a) Amounts held in a Participant's accounts under the Integra Plan as
         of October 30, 1996 shall be credited to his Account under this Plan.
         (b) Sub-accounts shall be maintained for each Participant's Integra
         Plan Account to reflect amounts



<PAGE>   97

         attributable to the separate accounts maintained for the Participant
         under the Integra Plan.

         (c) A Participant's ESOP Sub-Account shall be established each Integra
         Plan Participant under this Plan and shall be subject to the provisions
         of this Plan applicable to ESOP Sub-Accounts.

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

         7. DISTRIBUTION OF BENEFITS. Integra Plan benefits which were in the
process of being distributed under the Integra Plan on the Effective Date shall
continue to be so distributed under this Plan in accordance with the terms of
the Integra 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 41 l(d)(6)) available under
the Integra 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. BENEFICIAL DESIGNATIONS. Any persons or persons designated by a
Integra Plan Participant as a beneficiary, or by the terms of the Integra Plan
deemed to be a beneficiary, to receive any death benefit under the Integra 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.

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

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





<PAGE>   98

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

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

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

notwithstanding any other provision of the Plan as amended, or the Integra 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.

                                   APPENDIX R
                          TO THE NATIONAL CITY SAVINGS
                               AND INVESTMENT PLAN
                               -------------------

                         (relating to the merger of the
                Lincoln Savings Bank 401(k) Profit Sharing Plan)

        This Appendix R relates to the merger, effective as of October 31, 1996
of the Lincoln Savings Bank 401 (k) Profit Sharing Plan into the Plan.

         1. APPENDIX R CONTROLLING. With respect to the matters covered herein,
the provisions of this Appendix R 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 R shall have the same meaning as in the
Plan. For purposes of this Appendix R, the following terms shall have the
following respective meanings:

                  (a) EFFECTIVE Date: The effective date, namely October 31,
         1996, of the merger of the Lincoln Plan into the Plan.






<PAGE>   99

                  (b) LINCOLN PLAN: The Lincoln Savings Bank 401(k) Profit
         Sharing Plan, as amended through the day before the Effective Date and
         as in effect on the Effective Date.

                  (c) LINCOLN PLAN ACCOUNT: An account established and
         maintained by the Trustee for each Lincoln Plan Participant to reflect
         the amount credited to the Participant's accounts under the Lincoln
         Plan as of October 30, 1996.

                  (d) LINCOLN PLAN PARTICIPANT: Each individual who was a
         participant in the Lincoln Plan on October 30, 1996.

                  (e) LINCOLN TRUST. The trust held pursuant to the Trust for
         the Lincoln savings Bank 401(k) Profit Sharing Plan.

         3. MERGER OF ASSETS AND LIABILITIES. Pursuant to the Instrument Merging
Plans executed by National City Corporation, National City Bank, Trustee and
National City Bank of Pennsylvania, Trustee upon the Effective Date the Lincoln
Plan will be merged into this Plan.

         4. PARTICIPATION IN THIS PLAN.

         (a) Each person who is a Participant (as defined in the Lincoln Plan)
in the Lincoln Plan immediately preceding the Effective Date shall become a
Participant in the Plan as of the Effective Date (unless such person is already
a Participant in the Plan), provided 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 made on his or her behalf
to the Trust under the Plan. Each person who would have been eligible to
participate in the Lincoln Plan immediately prior to the Effective Date but for
the age, service and entry date requirements of such Plan and who is not already
a Participant in the Plan shall become a Participant in the Plan on the earlier
of (i) the first Eligibility Date on or after the Effective Date on which he or
she would have been eligible to become a Participant under the provisions of the
Lincoln Plan if the Lincoln Plan had remained in effect and by which Eligibility
Date he or she has elected to have





<PAGE>   100

Before-Tax Contributions made on his or her behalf to the Trust under the Plan
provided he or she is then an Eligible Employee, or (ii) the first Eligibility
Date on or after the Effective Date on which he or she fulfills the eligibility
requirements of Section 2.1 of the Plan, provided that. such person shall be
deemed to have met the age requirement of sub-section (2) of said Section 2.1
and his or her service with Lincoln Financial Corporation, or any of its
subsidiaries, shall be counted in determining when he or she fulfills the
service requirements of sub-section (3) of said Section 2.1. All other persons
shall become Participants in the Plan in accordance with the general provisions
of the Plan.

         With respect to persons who become Participants in the Plan pursuant to
this subsection (a) the vesting provisions of the Plan shall govern the
nonforfeitability of all amounts transferred or contributed on his or her behalf
to the Plan, provided that a Participant's vested interest in amounts
transferred from the Lincoln Plan on his or her behalf shall not be less than it
would have been under the provisions of the Lincoln Plan. Notwithstanding any
provision of this Appendix R, the Lincoln Plan or the Plan, the preceding
sentence shall not apply to a Participant who is not credited with one Hour of
Service under the Plan on or after the Effective Date and the provisions of the
Lincoln Plan shall continue to apply in determining the nonforfeitable
percentage of such Participant's accrued benefit derived from employer
contributions under the Lincoln 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 Lincoln Plan had with respect to deferrals, investments,
distributions and loans and such participation shall continue until revised,
chanced 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.

         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 Lincoln Plan Participant shall be accounted for in
accordance with the following rules:



<PAGE>   101

                  (a) Amounts held in a Participant's accounts under the Lincoln
         Plan as of October 30, 1996 shall be credited to his Account under this
         Plan.

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

                  (c) A Participant's ESOP Sub-Account shall be established for
         each Lincoln Plan Participant under this Plan and shall be subject to
         the provisions of this Plan applicable to ESOP Sub-Accounts.

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

         7. DISTRIBUTION OF BENEFITS. Lincoln Plan benefits which were in the
process of being distributed under the Lincoln Plan on the Effective Date shall
continue to be so distributed under this Plan in accordance with the terms of
the Lincoln 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 41 l(d)(6)) available under
the Lincoln 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
Lincoln Plan Participant as a beneficiary, or by the terms of the Lincoln Plan
deemed to be a beneficiary, to receive any death benefit under the Lincoln 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.

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



<PAGE>   102

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

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

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

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

notwithstanding any other provision 'of the Plan as amended, or the Lincoln
Plan, as amended. For purposes of this paragraph, the terms "accrued benefit",
"early retirement benefit", 44 retirement-type subsidy" and "optional form of
benefit" shall have the meaning given such terms in section 41 1 of the Code and
Treasury Regulations issued thereunder.

                                   APPENDIX S
                          TO THE NATIONAL CITY SAVINGS
                               AND INVESTMENT PLAN
                               -------------------

                         (relating to the merger of the
                   Equimark Employee Retirement Savings Plan)



         This Appendix S relates to the merger, effective as of March 15, 1996
the Equimark Employee Retirement Savings Plan into the Plan.

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



<PAGE>   103

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

                  (a) EFFECTIVE DATE: The effective date, namely October 31,
         1996, of the merger of the Equimark Plan into the Plan.

                  (b) EQUIMARK PLAN: The Equimark Employee Retirement Savings
         Plan, as amended through the day before the Effective Date and as in
         effect on the Effective Date.

                  (c) EQUIMARK PLAN ACCOUNT: An account established and
         maintained by the Trustee for each Equimark Plan Participant to reflect
         the amount credited to the Participant's accounts under the Equimark
         Plan as of October 30, 1996.

                  (d) EQUIMARK PLAN PARTICIPANT: Each individual who was a
         participant in the Equimark Plan on October 3 0, 1996.

                  (e) EQUIMARK TRUST. The trust held pursuant to the Trust for
         the Equimark Employee Retirement Savings Plan.

         3. MERGER OF ASSETS AND LIABILITIES. Pursuant to the Instrument Merging
Plans executed by National City Corporation, National City Bank, Trustee and
National City Bank of Pennsylvania, Trustee upon the Effective Date the Equimark
Plan will be merged into this Plan.

         4. PARTICIPATION IN THIS PLAN.

         (a) Each person who is a Participant (as defined in the Equimark Plan)
in the Equimark Plan immediately preceding the Effective Date shall become a
Participant in the Plan as of the Effective Date (unless such person is already
a Participant in the Plan), provided 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 made on his or her behalf
to the Trust




<PAGE>   104

under the Plan. Each person who would have been eligible to participate in the
Equimark Plan immediately prior to the Effective Date but for the age, service
and entry date requirements of such Plan and who is not already a Participant in
the Plan shall become a Participant in the Plan on the earlier of (i) the first
Eligibility Date on or after the Effective Date on which he or she would have
been eligible to become a Participant under the provisions of the Equimark Plan
if the Equimark Plan had remained in effect and by which Eligibility Date he or
she has elected to have Before-Tax Contributions made on his or her behalf to
the Trust under the Plan provided he or she is then an Eligible Employee, or
(ii) the first Eligibility Date on or after the Effective Date on which he or
she fulfills the eligibility requirements of Section 2.1 of the Plan, provided
that such person shall be deemed to have met the age requirement of sub-section
(2) of s aid Section 2.1 and his or her service with Equimark Financial
Corporation, or any of its subsidiaries, shall be counted in determining when he
or she fulfills the service requirements of sub-section (3) of said Section 2.1.
All other persons shall become Participants in the Plan in accordance with the
general provisions of the Plan.

         With respect to persons who become Participants in the Plan pursuant to
this subsection (a), the vesting provisions of the Plan shall govern the
nonforfeitability of all amounts transferred or contributed on his or her behalf
to the Plan, provided that a Participant's vested interest in amounts
transferred from the Equimark Plan on his or her behalf shall not be less than
it would have been under the provisions of the Equimark Plan. Notwithstanding
any provision of this Appendix S, the Equimark Plan or the Plan, the preceding
sentence shall not apply to a Participant who is not credited with one Hour of
Service under the Plan on or after the Effective Date and the provisions of the
Equimark Plan shall continue to apply in determining the nonforfeitable
percentage of such Participant's accrued benefit derived from employer
contributions under the Equimark 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 Equimark Plan had with respect to deferrals, investments,
distributions and loans and such participation shall





<PAGE>   105

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.

         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 Equimark Plan Participant shall be accounted for in
accordance with the following rules:

                  (a) Amounts held in a Participant's accounts under the
         Equimark Plan as of October 30, 1996 shall be credited to his Account
         under this Plan.

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

                  (c) A Participant's ESOP Sub-Account shall be established for
         each Equimark Plan Participant under this Plan and shall be subject to
         the provisions of this Plan applicable to ESOP Sub-Accounts.

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

         7. DISTRIBUTION OF BENEFITS. Equimark Plan benefits which were in the
process of being distributed under the Equimark Plan on the Effective Date shall
continue to be so distributed under this Plan in accordance with the terms of
the Equimark 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 Equimark 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.



<PAGE>   106

         8. BENEFICIARY DESIGNATIONS. Any persons or persons designated by a
Equimark Plan Participant as a beneficiary, or by the terms of the Equimark Plan
deemed to be a beneficiary, to receive any death benefit under the Equimark 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.

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

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

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

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

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

notwithstanding any other provision of the Plan as amended, or the Equimark
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.

                                   APPENDIX T
                                       TO
                  THE NATIONAL CITY SAVINGS AND IVESTMENT PLAN


<PAGE>   107

                         (relating to the acquisition of
          First Data Corporation by National Processing Company, Inc.)
          ------------------------------------------------------------


                This Appendix T 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.
<PAGE>   108

                                 AMENDMENT NO. 3
                              TO THE NATIONAL CITY
                           SAVINGS AND INVESTMENT PLAN
                (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. 3 to the National City Savings and Investment Plan, as
amended and restated effective July 1, 1992 (the "Plan").

                                    Section 1
                                    ---------

         Effective as of January 1, 1997, 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. 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. Notwithstanding the foregoing sentence, with respect to
         periods while an Employee is classified by an Employer as being in one
         of the employment classifications listed below, effective for the times
         specified below applicable to each such classification, "Credited
         Compensation" shall include commissions paid by the Employer for work
         performed in


<PAGE>   109

         that employment classification, provided that the total Credited
         Compensation taken into account under the Plan for any Year for such an
         Employee shall be limited to the dollar amount set forth below opposite
         the employment classification applicable to the Employee.

<TABLE>
<CAPTION>

                                                                                 Maximum Amount of Credited
      Effective                         Employment                                Compensation Taken into
        times                          Classification                                   Account Per Year
    ------------                       --------------                          -----------------------------
<S>                     <C>                                                     <C>
1/1/90 - 12/31/93       Residential Mortgage Loan Originator                            $ 40,000
1/1/94 - 12/31/97       Residential Mortgage Loan Originator                            $ 50,000
                                      019130
1/1/90 - 12/31/93       Residential Mortgage Loan Originator
                                      Branch Manager                                    $  50,000
1/1/94 - 12/31/97       Branch Mgr I - Originations  019050                             $  70,000
1/1/94 - 12/31/94       Branch Mgr II - Originations  019060                            $  70,000
1/1/94 - 12/31/94       Branch Mgr III - Originations  019070                           $  70,000
1/1/94 - 12/31/97       Sales Manager/NCMC  019140                                      $  70,000
1/1/92 - 12/31/93       NC Investments Investment Broker                                $  40,000
3/1/92 - 12/31/93       Investment Sales Representative                                 $  40,000
1/1/94 - 12/31/97       Investment Sales Rep I  013320                                  $  50,000
3/1/92 - 12/31/93       Investment Sales Representative II                              $  40,000
1/1/94 - 12/31/97       Investment Sales Rep II  009280                                 $  50,000
3/1/92 - 12/31/93       Investment Sales Representative III                             $  40,000
1/1/94 - 12/31/94       Investment Sales Rep III  005880                                $  50,000
1/1/95 - 12/31/97       Investment Sales Rep III  005880                                $ 100,000
1/1/95 - 12/31/97       Investment Sales Rep IV  004440                                 $ 100,000
1/1/92 - 12/31/93       NC Investments Investment Sales Manager                         $  50,000
1/1/94 - 12/31/97       Sales Manager I /NC Investments  006660                         $  50,000
1/1/94 - 12/31/97       Investment Consultant   019100                                  $  50,000
1/1/95 - 12/31/97       Investment Consultant-Sr  019105                                $ 100,000
1/1/94 - 12/31/94       Investment Trader III  005885                                   $  50,000
1/1/95 - 12/31/95       NCI Trader  005885                                              $  50,000
1/1/95 - 12/31/97       NCI Trader-Sr  005884                                           $ 100,000
11/1/94 - 12/31/96      CS Collector                                                    $  50,000
1/1/96 - 12/31/97       Fixed Income & Instit. Mgr. Dir.  001265                        $ 150,000
1/1/96 - 12/31/97       Institutional Sales Manager  002100                             $ 150,000
1/1/96 - 12/31/97       Corporate Finance Rep I   008735                                $  50,000
1/1/96 - 12/31/97       Corporate Finance Rep II  005495                                $ 100,000
1/1/96 - 12/31/97       Corporate Finance Rep III 002897                                $ 150,000
1/1/97 - 12/31/97       Public Finance Rep I  009940                                    $  50,000
1/1/96 - 12/31/97       Public Finance Rep II 006520                                    $ 100,000
</TABLE>




                                      -2-
<PAGE>   110

<TABLE>
<CAPTION>

<S>                     <C>                                                            <C>
1/1/96 - 12/31/97       Public Finance Rep III  020130                                  $ 150,000
1/1/96 - 12/31/97       Financial Consultant I  013187                                  $  50,000
1/1/96 - 12/31/97       Financial Consultant II  013188                                 $ 100,000
1/1/96 - 12/31/97       Financial Consultant III  013189                                $ 150,000
1/1/96 - 12/31/97       Financial Consult Sales Manager I  013182                       $  50,000
1/1/96 - 12/31/97       Financial Consult Sales Manager II  013184                      $ 100,000
1/1/96 - 12/31/97       Financial Consult Sales Manager III  013186                     $ 150,000
1/1/96 - 12/31/97       Investment Trader I  020103                                     $  50,000
1/1/96 - 12/31/97       Investment Trader II  020104                                    $ 100,000
1/1/96 - 12/31/97       Investment Trader III  020105                                   $ 150,000
1/1/96 - 12/31/97       Institutional Financial Consultant I  020107                    $  50,000
1/1/96 - 12/31/97       Institutional Financial Consultant II  020108                   $ 100,000
1/1/96 - 12/31/97       Institutional Financial Consultant III  020109                  $ 150,000
1/1/96 - 12/31/97       Commodity Rep I  020111                                         $  50,000
1/1/96 - 12/31/97       Commodity Rep II  020112                                        $ 100,000
1/1/96 - 12/31/97       Commodity Rep III  020113                                       $ 150,000
1/1/96 - 12/31/97       Market Credit Analyst  020117                                   $ 150,000
1/1/96 - 12/31/97       Equity Trading and Sales Mng Dir  020122                        $ 150,000
1/1/96 - 12/31/97       Equity Investment Trader I  020123                              $  50,000
1/1/96 - 12/31/97       Equity Investment Trader II  020124                             $ 100,000
1/1/96 - 12/31/97       Equity  Investment Trader III  020125                           $ 150,000
1/1/96 - 12/31/97       Institutional Equity Rep I  020126                              $  50,000
1/1/96 - 12/31/97       Institutional Equity Rep II  020127                             $ 100,000
1/1/96 - 12/31/97       Institutional Equity Rep III  020128                            $ 150,000
1/1/97 - 12/31/97       Vice Chairman/Syndicate Mgr  020131                             $ 150,000
1/1/97 - 12/31/97       Mortgage Origination Supervisor  020193                         $  50,000"
</TABLE>

                                    Section 2
                                    ---------

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

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



                                      -3-
<PAGE>   111

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

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

                  17.24 APPENDIX X -- RELATING TO THE ACQUISITION OF CARIBBEAN
         DATA SERVICES, LTD. D/B/A DATA MANAGEMENT SERVICES BY NATIONAL
         PROCESSING COMPANY, INC. Attached hereto and made a part of this Plan
         is Appendix X which relates to the acquisition of Caribbean Data
         Services, Ltd. d/b/a/ Data Management Services by National Processing
         Company, Inc. and is effective as of November 1, 1997 (or such later
         date as may be required by applicable law)."

                                   Section 3
                                   ---------

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

                  "17.25 APPENDIX Y -- JBS ASSOCIATES, INC. SAVINGS AND PROFIT
         SHARING PLAN -- MERGER INTO THIS PLAN. Attached hereto and made a part
         of this Plan is Appendix Y relating to and providing for the merger of
         the JBS Associates, Inc. Savings and Profit



                                      -4-
<PAGE>   112

         Sharing Plan into this Plan as of October 30, 1997 (or such later date
         as may be required by applicable law)."

                                    Section 4
                                    ---------

         Effective as of dates set forth in Section 2 above, the Appendix to the
Plan is hereby amended by adding Appendices U, V, W and X in the form attached
hereto, at the end thereof.

                                    Section 5
                                    ---------

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

                                    Section 6
                                    ---------

         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.
         Notwithstanding the foregoing sentence, with respect to periods while
         an Employee is classified by an Employer as being in one of the
         employment classifications listed below, effective for the times
         specified below



                                      -5-
<PAGE>   113

         applicable to each such classification, "Credited Compensation" shall
         include all Variable Pay paid by the Employer for work performed in
         that employment classification, provided that the total Credited
         Compensation taken into account under the Plan for any Plan Year for
         such an Employee shall be limited to the dollar amount set forth below
         opposite the employment classification applicable to the Employee.

<TABLE>
<CAPTION>

                                                                                Maximum Amount of Credited
     Effective                         Employment                                Compensation Taken into
        times                          Classification                                   Account Per Year    ___
    ------------                       --------------                          -----------------------------
<S>                      <C>                                                    <C>
1/1/98 & after             Institutional Financial Consultant I                         $150,000
                                    (020107)

1/1/98 & after             Institutional Financial Consultant II                        $150,000
                                    (020108)

1/1/98 & after             Institutional Financial Consultant III                       $150,000
                                    (020109)

1/1/98 & after             Financial Consultant  Sales Manager I                        $150,000
                                    (013182)

1/1/98 & after             Financial Consultant  Sales Manager II                       $150,000
                                    (013184)

1/1/98 & after             Financial Consultant  Sales Manager III                      $150,000
                                    (013186)

1/1/98 & after             Financial Consultant I (013187)                              $150,000

1/1/98 & after             Financial Consultant II (013188)                             $150,000

1/1/98 & after             Financial Consultant III (013189)                            $150,000

1/1/98 & after             Institutional Equity Rep I (020126)                          $150,000

1/1/98 & after             Institutional Equity Rep II (020127)                         $150,000

1/1/98 & after             Institutional Equity Rep III (020128)                        $150,000

1/1/98 & after             Syndicate Manager/Vice Chairman                              $150,000
                                    (020131)"
</TABLE>




                                      -6-
<PAGE>   114

                                    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 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 8
                                    ---------

         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:

                  "(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 9
                                    ---------

         Effective as of January 1, 1998, Section 1.1 of Article I of the Plan
is hereby amended by the deletion of subsection (a)(54) therein in its entirety.




                                      -7-
<PAGE>   115

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

         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 (62A) to read as follows:

         "(62A) VARIABLE PAY: Except as provided in the following sentence, the
         term "Variable Pay" shall mean any overtime pay, bonuses, commissions,
         incentive compensation payments or other forms of special compensation
         paid in cash by an Employer to an Employee. Automobile allowances,
         parking allowances, relocation expense payments, tuition
         reimbursements, signing bonuses, business expense reimbursements, the
         value of flex-vacation sold, Employer-paid club dues, cash payments
         upon the exercise of stock appreciation rights, cash payments upon the
         exercise of or disposition of stock options, dividends paid upon
         restricted stock, cash payments under any long-term incentive plan,
         deferred cash payments, Mexican tax refunds, medical supplement
         adjustment payments and amounts not taxable to an Employee shall not be
         included in Variable Pay."

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

         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:



                                      -8-
<PAGE>   116

                                                  Profit Sharing Matching
                                                  Contribution (per $1.00
         Earning Per Share Growth for Year      of Before -Tax Contributions
         ---------------------------------      -----------------------------
         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

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

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

         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



                                      -9-
<PAGE>   117

         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 13
                                   ----------
         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, 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 14
                                   ----------

         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



                                      -10-
<PAGE>   118

         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/ R. Kent Ludwig                      By: /s/ Shelley J. Seifert
   -----------------------------               ---------------------------------
Title: Vice President                       Title: Sr. Vice President
      ---------------------------                 ------------------------------
                                            By: /s/ Vincent A. ???
                                               ---------------------------------
                                            Title: Vice Chairman
                                                  ------------------------------




                                      -11-

<PAGE>   119

                                   APPENDIX U
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

                 (relating to the acquisition certain assets of
       Bank United, a federal savings bank, by National City Mortgage Co.)
       -------------------------------------------------------------------

                  This Appendix U relates to the acquisition of certain assets
of Bank United by National City Mortgage Co. and is effective as of March 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 Bank United to National City Mortgage Co. or another Controlled
Group Member pursuant to the acquisition of certain assets of Bank United by
National City Mortgage Co.

                  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 Bank United.. 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>   120

                                   APPENDIX V
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

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

                  This Appendix V 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>   121

                                   APPENDIX W
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

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

                  This Appendix W 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>   122

                                   APPENDIX X
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

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


                  This Appendix X 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>   123

                                   APPENDIX Y

                 TO THE NATIONAL CITY SAVINGSAND INVESTMENT PLAN

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


         This Appendix Y 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 Y CONTROLLING. With respect to the matters covered herein,
the provisions of this Appendix Y 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 Y shall have the same meaning as in the
Plan. For purposes of this Appendix Y, 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>   124

                  (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>   125

         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>   126

         9. APPLICABILITY OF PLAN PROVISIONS. Except as otherwise specifically
provided in this Appendix Y 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 Y 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.




                                       4
<PAGE>   127

                                 AMENDMENT NO. 4
                              TO THE NATIONAL CITY
                           SAVINGS AND INVESTMENT PLAN
                (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, as
amended and restated effective July 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>   128

                  "(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>   129

                  "(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 XVII of the Plan is hereby
amended by adding the following new Sections at the end thereof:

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

                  17.27 APPENDIX AA -- RELATING TO THE ACQUISITION OF AMERICAN
         MORTGAGE SOURCE, INC. Attached hereto and made a part of this Plan is
         Appendix AA which relates to the acquisition of American Mortgage
         Source, Inc. by National City Corporation and is effective as of April
         1, 1998 (or such later date as may be required by applicable law).

                  17.28 APPENDIX AB -- RELATING TO THE ACQUISITION OF CERTAIN
         ASSETS OF EASTERN MORTGAGE SERVICES, INC. AND FIRST NATIONAL MORTGAGE
         CORPORATION. Attached hereto and made a part of this Plan is Appendix
         AB which relates to the acquisition of certain assets of Eastern
         Mortgage Services, Inc. and First National Mortgage Corporation by
         National City Mortgage Co. and is effective as of March 16, 1998 (or
         such later date as may be required by applicable law).



                                       3
<PAGE>   130

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

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

                  17.31 APPENDIX AE - FORT WAYNE NATIONAL CORPORATION SAVINGS
         AND PROFIT SHARING PLAN AND TRUST - MERGER INTO THIS PLAN Attached
         hereto and made a part of this Plan is Appendix AE which relates to the
         acquisition Fort Wayne National Corporation by National City
         Corporation and the merger of the Fort Wayne National Corporation
         Savings and Profit Sharing Plan into this plan and is effective as of
         January 1, 1999 (or such later date as may be required by applicable
         law).

                  17.32 APPENDIX AF - FIRST OF AMERICA BANK CORPORATION RESERVE
         PLUS RETIREMENT SAVINGS PLAN - MERGER INTO THIS PLAN Attached hereto
         and made a part of this Plan is Appendix AF which relates to the
         acquisition First of America Bank Corporation by National City
         Corporation and the merger of the First of America Bank Corporation
         Reserve Plus Retirement Savings Plan into this plan and is effective as
         of January 1, 1999 (or such later date as may be required by applicable
         law)."

                                    Section 8
                                    ---------

         Effective as of dates set forth in Section 7 above, the Appendix to the
Plan is hereby amended by adding Appendices Z, AA, AB, AC, AD and AE in the form
attached hereto, at the end thereof.

         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 G. Sufers
                                               ---------------------------------
                                            Title:Vice Ch/CFO
                                                  ------------------------------



                                       4
<PAGE>   131

                                   APPENDIX Z
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

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

                  This Appendix Z 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>   132

                                   APPENDIX AA
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

         (relating to the acquisition of American Mortgage Source, Inc.
                          by National City Corporation)
                          -----------------------------

                  This Appendix AA relates to the acquisition of American
Mortgage Source, Inc. by National City Corporation and is effective as of April
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 American Mortgage Source, Inc. to National City Corporation or
another Controlled Group Member pursuant to the acquisition of American Mortgage
Source, Inc. by National City Corporation.

                  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 American Mortgage Source, 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>   133

                                   APPENDIX AB
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

                (relating to the acquisition of certain assets of
     Eastern Mortgage Services, Inc. and First National Mortgage Corporation
                         by National City Mortgage Co.)
                        -------------------------------


                  This Appendix AB relates to the acquisition of certain assets
of Eastern Mortgage Services, Inc. and First National Mortgage Corporation by
National City Mortgage Co. and is effective as of March 16, 1998 (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 Eastern Mortgage Services, Inc. or First National Mortgage
Corporation to National City Mortgage Co. or another Controlled Group Member
pursuant to the acquisition of certain assets of Eastern Mortgage Services, Inc.
and First National Mortgage Corporation by National City Mortgage Co.

                  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 Eastern Mortgage Services, Inc. or First National
Mortgage Corporation, as applicable. Each Transferring Employee shall be deemed
to have met the eligibility requirements of sub-section (2) of Section 2.1 of
the Plan but must actually meet the requirements of sub-sections (1) and (3) of
Section 2.1. 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>   134


                                   APPENDIX AC
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

      (relating to the acquisition of Sterling Ltd., Inc. by National City
      --------------------------------------------------------------------
                                  Corporation)
                                  ------------


                  This Appendix AC relates to the acquisition of Sterling Ltd.,
Inc. by National City Corporation and is effective as of April 16, 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 Sterling Ltd., Inc. to National City Bank pursuant to the
acquisition of Sterling Ltd., Inc. by National City Corporation.

                  2. PARTICIPATION IN THIS PLAN. Each Transferring Employee
shall become a Participant under and as defined in the Plan as of the Effective
Date, 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.
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>   135


                                   APPENDIX AD
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

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

                  This Appendix AD 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>   136

                                   APPENDIX AE
                          TO THE NATIONAL CITY SAVINGS
                               AND INVESTMENT PLAN
                               -------------------

         (relating to the merger of the Fort Wayne National Corporation
                        Savings and Profit Sharing Plan)


         This Appendix AE relates to the merger, effective as of January 1, 1999
of the Fort Wayne National Corporation Savings and Profit Sharing Plan into the
Plan.

         1. APPENDIX AE CONTROLLING. With respect to the matters covered herein,
the provisions of this Appendix AE 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 AE shall have the same meaning as in
the Plan. For purposes of this Appendix AE, the following terms shall have the
following respective meanings:

                  (a) EFFECTIVE DATE: The effective date, namely January 1,
         1999, of the merger of the Fort Wayne Plan into the Plan.

                  (b) FORT WAYNE PLAN: The Fort Wayne National Corporation
         Savings and Profit Sharing Plan, as amended through the Effective Date
         and as in effect on the Effective Date.

                  (c) FORT WAYNE PLAN ACCOUNT: An account established and
         maintained by the Trustee for each Fort Wayne Plan Participant to
         reflect the amount credited to the Participant's account under the Fort
         Wayne Plan as of January 1, 1999.

                  (d) FORT WAYNE PLAN PARTICIPANT: Each individual who was a
         participant in the Fort Wayne Plan on January 1, 1999.

                  (e) FORT WAYNE TRUST. The trust held pursuant to the Trust for
         the Fort Wayne National Corporation Savings and Profit Sharing Plan.

         3. MERGER OF ASSETS AND LIABILITIES. Pursuant to the Instrument Merging
Plans executed by National City Corporation, National City Bank, Trustee and
National City Bank of Indiana, Trustee upon the Effective Date the Fort Wayne
Plan will be merged into this Plan.

         4. PARTICIPATION IN THIS PLAN.




<PAGE>   137

         (a) Each person who is a Participant (as defined in the Fort Wayne
Plan) in the Fort Wayne Plan immediately preceding the Effective Date shall
become a Participant in the Plan as of the Effective Date (unless such person is
already a Participant in the Plan), provided 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 made on his or her behalf
to the Trust under the Plan. Each person who would have been eligible to
participate in the Fort Wayne Plan immediately prior to the Effective Date but
for the age, service and entry date requirements of such Plan and who is not
already a Participant in the Plan shall become a Participant in the Plan on the
first Eligibility Date on or after the Effective Date on which he or she
fulfills the eligibility requirements of Section 2.1 of the Plan, provided that
his or her service with Fort Wayne National Corporation, or any of its
subsidiaries, shall be counted in determining when he or she fulfills the
service requirements of sub-section (3) of said Section 2.1. All other persons
shall become Participants in the Plan in accordance with the general provisions
of the Plan.

         With respect to persons who become Participants in the Plan pursuant to
this subsection (a), the vesting provisions of the Plan shall govern the
nonforfeitability of all amounts transferred or contributed on his or her behalf
to the Plan, provided that a Participant's vested interest in amounts
transferred from the Fort Wayne Plan on his or her behalf shall not be less than
it would have been under the provisions of the Fort Wayne Plan. Notwithstanding
any provision of this Appendix AE, the Fort Wayne Plan or the Plan, the
preceding sentence shall not apply to a Participant who is not credited with one
Hour of Service under the Plan on or after the Effective Date and the provisions
of the Fort Wayne Plan shall continue to apply in determining the nonforfeitable
percentage of such Participant's accrued benefit derived from employer
contributions under the Fort Wayne 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 Fort Wayne 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



<PAGE>   138

provisions and limitations of this Plan. In accordance with the preceding
sentence, any Before-Tax Contributions after the Effective Date by a person
described in (a) above shall be subject to a new Salary Reduction Agreement in
accordance with Section 3.1 of the Plan.

         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 Fort Wayne Plan Participant shall be accounted for in
accordance with the following rules:

                  (a) Amounts held in a Participant's account under the Fort
         Wayne Plan as of Jauary 1, 1999 shall be credited to his Account under
         this Plan.

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

                  (c) A Participant's ESOP Sub-Account shall be established for
         each Fort Wayne Plan Participant under this Plan and shall be subject
         to the provisions of this Plan applicable to ESOP Sub-Accounts.

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

         7. DISTRIBUTION OF BENEFITS. Fort Wayne Plan benefits which were in the
process of being distributed under the Fort Wayne Plan on the Effective Date
shall continue to be so distributed under this Plan in accordance with the terms
of the Fort Wayne 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 Fort Wayne 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 person or persons designated by a Fort
Wayne Plan Participant as a beneficiary, or by the terms of the Fort Wayne Plan
deemed to be a beneficiary, to receive any death benefit under the Fort Wayne
Plan prior to the Effective Date shall, subject to applicable law,


<PAGE>   139

continue as the Participant's Beneficiary under this Plan until the Participant
designates a Death Beneficiary in accordance with the provisions of this Plan.

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

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

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

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

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

notwithstanding any other provision of the Plan as amended, or the Fort Wayne
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>   140

                                   APPENDIX AF
                          TO THE NATIONAL CITY SAVINGS
                               AND INVESTMENT PLAN
                               -------------------

        (relating to the merger of the First of America Bank Corporation
                      Reserve Plus Retirement Savings Plan)


         This Appendix AF relates to the merger, effective as of January 1, 1999
of the First of America Bank Corporation Reserve Plus Retirement Savings Plan
into the Plan.

         1. APPENDIX AF CONTROLLING. With respect to the matters covered herein,
the provisions of this Appendix AF 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 AF shall have the same meaning as in
the Plan. For purposes of this Appendix AF, the following terms shall have the
following respective meanings:

                  (a) EFFECTIVE DATE: The effective date, namely January 1,
         1999, of the merger of the FOA Plan into the Plan.

                  (b) FOA PLAN: The First of America Bank Corporation Reserve
         Plus Retirement Savings Plan, as amended through the Effective Date and
         as in effect on the Effective Date.

                  (c) FOA PLAN ACCOUNT: An account established and maintained by
         the Trustee for each FOA Plan Participant to reflect the amount
         credited to the Participant's account under the FOA Plan as of January
         1, 1999.

                  (d) FOA PLAN PARTICIPANT: Each individual who was a
         participant in the FOA Plan on January 1, 1999.

                  (e) FOA TRUST. The trust held pursuant to the Trust for the
         First of America Bank Corporation Reserve Plus Retirement Savings Plan.

         3. MERGER OF ASSETS AND LIABILITIES. Pursuant to the Instrument Merging
Plans executed by National City Corporation, National City Bank, Trustee and
National City Bank of Michigan/Illinois, Trustee upon the Effective Date the FOA
Plan will be merged into this Plan.

         4.       PARTICIPATION IN THIS PLAN.

<PAGE>   141

         (a) Each person who is a Participant (as defined in the FOA Plan) in
the FOA Plan immediately preceding the Effective Date shall become a Participant
in the Plan as of the Effective Date (unless such person is already a
Participant in the Plan), provided 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 made on his or her behalf to the
Trust under the Plan. Each person who would have been eligible to participate in
the FOA Plan immediately prior to the Effective Date but for the age, service
and entry date requirements of such Plan and who is not already a Participant in
the Plan shall become a Participant in the Plan on the first Eligibility Date on
or after the Effective Date on which he or she fulfills the eligibility
requirements of Section 2.1 of the Plan, provided that his or her service with
First of America Bank Corporation, or any of its subsidiaries, shall be counted
in determining when he or she fulfills the service requirements of sub-section
(3) of said Section 2.1. All other persons shall become Participants in the Plan
in accordance with the general provisions of the Plan.

         With respect to persons who become Participants in the Plan pursuant to
this subsection (a), the vesting provisions of the Plan shall govern the
nonforfeitability of all amounts transferred or contributed on his or her behalf
to the Plan, provided that a Participant's vested interest in amounts
transferred from the FOA Plan on his or her behalf shall not be less than it
would have been under the provisions of the FOA Plan. Notwithstanding any
provision of this Appendix AF, the FOA Plan or the Plan, the preceding sentence
shall not apply to a Participant who is not credited with one Hour of Service
under the Plan on or after the Effective Date and the provisions of the FOA Plan
shall continue to apply in determining the nonforfeitable percentage of such
Participant's accrued benefit derived from employer contributions under the FOA
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 FOA 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


<PAGE>   142

limitations of this Plan. In accordance with the preceding sentence, any
Before-Tax Contributions after the Effective Date by a person described in (a)
above shall be subject to a ne Salary Reduction Agreement in accordance with
Section 3.1 of the Plan.

         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 FOA Plan Participant shall be accounted for in accordance
with the following rules:

                  (a) Amounts held in a Participant's account under the FOA Plan
         as of January 1, 1999 shall be credited to his Account under this Plan.

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

                  (c) A Participant's ESOP Sub-Account shall be established for
         each FOA Plan Participant under this Plan and shall be subject to the
         provisions of this Plan applicable to ESOP Sub-Accounts.

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

         7. DISTRIBUTION OF BENEFITS. FOA Plan benefits which were in the
process of being distributed under the FOA Plan on the Effective Date shall
continue to be so distributed under this Plan in accordance with the terms of
the FOA 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 FOA 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 person or persons designated by a FOA
Plan Participant as a beneficiary, or by the terms of the FOA Plan deemed to be
a beneficiary, to receive any death benefit under the FOA 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.


<PAGE>   143

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

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

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

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

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

notwithstanding any other provision of the Plan as amended, or the FOA 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>   144

                                 AMENDMENT NO. 5
                              TO THE NATIONAL CITY
                           SAVINGS AND INVESTMENT PLAN
                (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. 5 to the National City Savings and Investment Plan, as
amended and restated effective July 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>   145


                                    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>   146

         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 G. Sufers
                                               ---------------------------------
                                            Title: Vice Chairman and CFO
                                                  ------------------------------




                                       3
<PAGE>   147
                                AMENDMENT NO. 6
                              TO THE NATIONAL CITY
                          SAVINGS AND INVESTMENT PLAN
                (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. 6 to the National City Savings and Investment Plan, as
amended and restated effective July 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 (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.
         Notwithstanding the foregoing sentence, with respect to periods while
         an Employee is classified by an Employer as being in one of the
         employment classifications listed below, effective for the times
         specified below applicable to each such classification, "Credited
         Compensation" shall include all Variable Pay paid by the Employer for
         work performed in that employment classification,
<PAGE>   148
         provided that the total Credited Compensation taken into account under
         the Plan for any Plan Year for such an Employee shall be limited to the
         dollar amount set forth below opposite the employment classification
         applicable to the Employee.

<TABLE>
<CAPTION>
                                                                                 Maximum Amount of Credited
Effective                           Employment                                    Compensation Taken into
times                               Classification                                     Account Per Year
---------                           --------------                               --------------------------
<S>                        <C>                                                         <C>
1/1/2000 & after            Institutional Financial Consultant I                           $150,000
                                          (020107)
1/1/2000 & after            Institutional Financial Consultant II                          $150,000
                                          (020108)
1/1/2000 & after            Institutional Financial Consultant III                         $150,000
                                          (020109)
1/1/2000 & after            Financial Consultant Sales Manager I                           $150,000
                                          (013182)
1/1/2000 & after            Financial Consultant Sales Manager II                          $150,000
                                          (013184)
1/1/2000 & after            Financial Consultant Sales Manager III                         $150,000
                                          (013186)
1/1/2000 & after            Financial Consultant I (013187)                                $150,000

1/1/2000 & after            Financial Consultant II (013188)                               $150,000

1/1/2000 & after            Financial Consultant III (013189)                              $150,000

1/1/2000 & after            Institutional Equity Rep III (020128)                          $150,000

1/1/2000 & after            Financial Consultant/Syndicate Manager                         $150,000
                                          (020131)"

</TABLE>


                                   Section 2
                                   ---------

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

                  "17.33 APPENDIX AG -- RELATING TO THE ACQUISITION OF CERTAIN
         ASSETS OF ACCUBANC MORTGAGE CORPORATION. Attached hereto and made a
         part of this Plan is Appendix AG which relates to the acquisition of
         certain assets of AccuBanc Mortgage Corporation by National City
         Mortgage Corporation and is effective as of December 1, 1999 (or such
         later date as may be required by applicable law).



                                       2
<PAGE>   149


                  17.34 APPENDIX AH -- RELATING TO THE ACQUISITION OF FIRST
         FRANKLIN FINANCIAL COMPANIES, INC. Attached hereto and made a part of
         this Plan is Appendix AH which relates to the acquisition of First
         Franklin Financial Companies, Inc. by National City Corporation and is
         effective as of January 1, 2000 (or such later date as may be required
         by applicable law).

                                   Section 3
                                   ---------

         Effective as of dates set forth in Section 2 above, the Appendix to the
Plan is hereby amended by adding Appendices AG and AH in the form attached
hereto, at the end thereof.

         Executed at Cleveland, Ohio this 23rd day of December, 1999.


NATIONAL CITY BANK, TRUSTEE                     NATIONAL CITY CORPORATION

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

Title: Vice President                           Title: Sr. Vice President
      -----------------------------                   --------------------------


                                                By: /s/ Robert G. Sufers
                                                   -----------------------------

                                                Title: Vice Chairman
                                                      --------------------------


                                       3
<PAGE>   150
                                   APPENDIX AG
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

                 (relating to the acquisition of certain assets of
          AccuBanc Mortgage Corporation by National City Mortgage Co.)
          ------------------------------------------------------------

                  This Appendix AG relates to the acquisition of certain assets
of AccuBanc Mortgage Corporation and is effective as of December 1, 1999 (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 AccuBanc Mortgage Corporation to National City Mortgage Co. or
another Controlled Group Member pursuant to the acquisition of certain assets of
AccuBanc Mortgage Corporation by National City Mortgage Co.

                  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 AccuBanc Mortgage 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>   151




                                   APPENDIX AH
                                       TO
                  THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

    (relating to the acquisition of First Franklin Financial Companies, Inc.
                          by National City Corporation)
                          -----------------------------

                  This Appendix AH relates to the acquisition of First Franklin
Financial Companies, Inc. and its subsidiaries ("First Franklin") by National
City Corporation, Inc. and is effective as of January 1, 2000 (the "Effective
Date").

                  1. COVERED EMPLOYEES. Each First Franklin Employee who
otherwise satisfies the requirements of Section 1.1(15) of the Plan shall become
a Covered Employee as of the later of the Effective Date or his actual date of
hire.

                  2. SERVICE. Each First Franklin 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
First Franklin Employee's date of hire with First Franklin. 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.

                  3. ELIGIBILITY FOR MATCHING CONTRIBUTIONS. With respect to any
First Franklin Employee whose employment with First Franklin commenced between
January 1, 1999 and April 1, 1999, and who was eligible to participate in the
First Franklin Financial Corporation 401(k) Plan, the requirement of Subsection
(3) of Section 2.1 shall not apply. Such First Franklin Employee shall be
eligible to commence participation in the Plan pursuant to Section 2.2 upon the
Effective Date, provided that such First Franklin Employee has otherwise
satisfied the requirements of Subsections (1) and (2) of Section 2.1 of the
Plan.



<PAGE>   152


                                 AMENDMENT NO. 7
                              TO THE NATIONAL CITY
                           SAVINGS AND INVESTMENT PLAN
                (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. 7 to the National City Savings and Investment Plan, as
amended and restated effective July 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 of an Employer, including a salaried
         executive officer but not a director, as such, but excluding: (i) any
         person employed as a student intern, (ii) any person who is a law
         enforcement officer employed by a local, county or state government and
         who is hired by an Employer to perform off-duty security services,
         (iii) any person who is an Employee of an Employer who is included in
         its Special Project Employee Employment classification, (iv) any person
         employed by National Processing Incorporated or a subsidiary thereof
         who is treated as a non-exempt employee under the Fair Labor Standards
         Act, (v) any Employee who is a nonresident alien and who receives no
         earned income (within the meaning of Code section 911(d)(2)) from the
         Controlled Group which constitutes income from sources within the
         United States (within the meaning of



<PAGE>   153

         Code section 861(a)(3), or (vi) any person who is a leased employee
         (within the meaning of Section 1.1(19))."

                                    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>   154

         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>   155

                  "3.5 AMOUNT OF MATCHING EMPLOYER CONTRIBUTIONS. Subject to the
         provisions of the Plan and Trust Agreement, each Employer shall, as and
         to the extent it lawfully may, contribute to the Trust Fund on account
         of each month, Matching Employer Contributions in an amount equal to
         115% of the Before-Tax Contributions for each such month for each
         Participant with respect to the first 6% of each such Participant's
         Credited Compensation. The Employer shall deliver its Matching Employer
         Contribution to the Trust Fund at the same time as the Before-Tax
         Contributions to which the Matching Employer Contributions relate are
         delivered. Notwithstanding the foregoing provisions of this Section,
         for any month during which an ESOP Loan is outstanding, ESOP
         Contributions and Supplemental ESOP Contributions shall be used to fund
         the Employers' obligation to make Matching Employer Contributions
         pursuant to this Section and shall be applied as provided in Section
         16.5."

                                    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



                                       4
<PAGE>   156

         of the employee's rights and obligations under the Plan, written in a
         manner calculated to be understood by the average Eligible Employee. If
         an employee becomes eligible after the 90th day before the beginning of
         the Plan Year and does not receive the notice for that reason, the
         notice must be provided no more than 90 days before the employee
         becomes eligible but not later than the date the employee becomes
         eligible."

                                    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



                                       5
<PAGE>   157

         of the alternative methods for meeting the contribution percentage test
         as set forth in Code Sections 401(m)(10) and 401(m)(11)."

                                    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."



                                       6
<PAGE>   158

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

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

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

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

                  17.36 APPENDIX AJ - FIRST FRANKLIN FINANCIAL CORPORATION
         401(K) PLAN -- MERGER INTO THIS PLAN. Attached hereto and made a part
         of this Plan is Appendix AI relating to and providing for the merger of
         the First Franklin Financial Corporation 401(k) Plan into this Plan as
         of December 4, 2000 (or such later date as may be required by
         applicable law)."



                                       7
<PAGE>   159

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

         Effective as of dates set forth in Section 12 above, the Appendix to
the Plan is hereby amended by adding Appendices AI and AI in the form attached
hereto, at the end thereof.

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

NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION


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

Title: Vice President                       Title: Executive Vice President
      ---------------------------                 ------------------------------

                                            By: /s/ Robert G. Sufers
                                               ---------------------------------

                                            Title: Vice Chairman
                                                  ------------------------------


                                       8
<PAGE>   160


                                   APPENDIX AI
                TO THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

                         (relating to the merger of the
                     Muirfield Mortgage 401(K) Savings Plan)
                     ---------------------------------------

         This Appendix AI relates to the merger, effective as of September 1,
2000, of the Muirfield Mortgage 401(k) Savings Plan into the Plan.

         1. APPENDIX AI CONTROLLING. With respect to the matters covered herein,
the provisions of this Appendix AI 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 AI shall have the same meaning as in
the Plan. For purposes of this Appendix AI, the following terms shall have the
following respective meanings:

                  (a) EFFECTIVE DATE: The effective date, namely September 1,
         2000, of the merger of the Muirfield Plan into the Plan.

                  (b) MUIRFIELD PLAN: The Muirfield Mortgage 401(k) Savings
         Plan, as amended through the Effective Date.

                  (c) MUIRFIELD PLAN ACCOUNT: An account established and
         maintained by the Trustee for each Muirfield Plan Participant to
         reflect the amount credited to the Participant's accounts under the
         Muirfield Plan as of September 1, 2000.

                  (d) MUIRFIELD PLAN PARTICIPANT: Each individual who was a
         participant in the Muirfield Plan on September 1, 2000.




                                       9
<PAGE>   161

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

         3. MERGER OF ASSETS AND LIABILITIES. Upon the Effective Date the
Muirfield Plan 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 Muirfield 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 subsections (2) and (3) of Section 2.1 of
         the Plan, but must actually meet the requirements of subsection (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 Muirfield 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.




                                       10
<PAGE>   162

         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 Muirfield Plan Participant shall be accounted for in
accordance with the following rules:

                  (a) Amounts held in a Participant's accounts under the
         Muirfield Plan as of September 1, 2000 shall be credited to his Account
         under this Plan.

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

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

         7. DISTRIBUTION OF BENEFITS. Muirfield Plan benefits which were in the
process of being distributed under the Muirfield Plan on the Effective Date
shall continue to be so distributed under this Plan in accordance with the terms
of the Muirfield 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 Muirfield 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 person or persons designated by a
Muirfield Plan Participant as a beneficiary, or by the terms of the Muirfield
Plan deemed to be a beneficiary, to receive any death benefit under the
Muirfield 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.




                                       11
<PAGE>   163

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

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

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

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

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

notwithstanding any other provision of the Plan as amended, or the Muirfield
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.



                                       12
<PAGE>   164

                                   APPENDIX AJ
                TO THE NATIONAL CITY SAVINGS AND INVESTMENT PLAN

                         (relating to the merger of the
                First Franklin Financial Corporation 401(K) Plan)
                -------------------------------------------------

         This Appendix AJ relates to the merger, effective as of December 4,
2000, of the First Franklin Financial Corporation 401(k) Plan into the Plan.

         1. APPENDIX AJ CONTROLLING. With respect to the matters covered herein,
the provisions of this Appendix AJ 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 AJ shall have the same meaning as in
the Plan. For purposes of this Appendix AJ, the following terms shall have the
following respective meanings:

                  (a) EFFECTIVE DATE: The effective date, namely December 4,
         2000, of the merger of the First Franklin Plan into the Plan.

                  (b) FIRST FRANKLIN PLAN: The First Franklin Financial
         Corporation 401(k) Plan, as amended through the Effective Date.

                  (c) FIRST FRANKLIN PLAN ACCOUNT: An account established and
         maintained by the Trustee for each First Franklin Plan Participant to
         reflect the amount credited to the Participant's accounts under the
         First Franklin Plan as of December 4, 2000.

                  (d) FIRST FRANKLIN PLAN PARTICIPANT: Each individual who was a
         participant in the First Franklin Plan on December 4, 2000.




                                       13
<PAGE>   165

                  (e) FIRST FRANKLIN TRUST. The trust held pursuant to the Trust
         Agreement for the First Franklin Plan.

         3. MERGER OF ASSETS AND LIABILITIES. Upon the Effective Date the First
Franklin Plan 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 First Franklin 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 subsections (2) and (3) of Section 2.1 of
         the Plan, but must actually meet the requirements of subsection (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 First Franklin 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.




                                       14
<PAGE>   166

         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 First Franklin Plan Participant shall be accounted for in
accordance with the following rules:

                  (a) Amounts held in a Participant's accounts under the First
         Franklin Plan as of December 4, 2000 shall be credited to his Account
         under this Plan.

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

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

         7. DISTRIBUTION OF BENEFITS. First Franklin Plan benefits which were in
the process of being distributed under the First Franklin Plan on the Effective
Date shall continue to be so distributed under this Plan in accordance with the
terms of the First Franklin 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 First Franklin 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 person or persons designated by a
First Franklin Plan Participant as a beneficiary, or by the terms of the First
Franklin Plan deemed to be a beneficiary, to receive any death benefit under the
First Franklin 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.


                                       15

<PAGE>   167


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

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

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

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

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

notwithstanding any other provision of the Plan as amended, or the First
Franklin 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.



                                       16
<PAGE>   168


                                 AMENDMENT NO. 8
                              TO THE NATIONAL CITY
                           SAVINGS AND INVESTMENT PLAN
                (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. 8 to the National City Savings and Investment Plan, as
amended and restated effective July 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 46A and 46B to read as follows:

                  "(46A) NPI STOCK: Common Stock of National Processing, Inc.,
         an Ohio Corporation.

                  (46B) 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>   169

                                    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:

                  "(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



                                       2
<PAGE>   170

         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>   171

                                    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: Vice President                       Title: Executive Vice President
      ---------------------------                 ------------------------------

                                            By: /s/ Robert G. Sufers
                                               ---------------------------------

                                            Title: Vice Chairman
                                                  ------------------------------


                                       4