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                                                                   Exhibit 10.31


                           NATIONAL PROCESSING COMPANY

                     SHORT-TERM INCENTIVE COMPENSATION PLAN

                               FOR SENIOR OFFICERS



                           Effective February 1, 2003


                       ARTICLE 1. THE PLAN AND ITS PURPOSE

         1.1 Amendment and Restatement of the Predecessor Plan. This National
Processing Company Short-Term Incentive Compensation Plan for Senior Officers,
effective February 1, 2003 (the "Plan") is an amendment, restatement and
continuation of the National City Processing Company Short-Term Incentive
Compensation Plan for Senior Officers in effect on February 9, 2000 (hereinafter
referred to as the "Predecessor Plan").

         1.2 Effectiveness. This Plan is effective on and after February 1,
2003, to provide for the operation of the Plan on and after such date.

         1.3 Purpose. The purpose of the Plan is to maximize the Corporation's
profitability and operating success by providing an incentive to Senior Officers
to achieve superior results. The Plan is designed to promote teamwork to achieve
overall corporate success and to motivate individual excellence.

         1.4 Operation of the Plan. The Plan shall be administered by the
Committee. The Plan operates on a calendar year basis and is subject to the
review, interpretation, and alteration by the Committee. The Plan is intended to
serve only as a guide to the Corporation in determining eligibility for and
amounts of incentive compensation to be awarded under the Plan. With respect to
any award made under the Plan, however, the Plan shall serve as a non-qualified
plan providing for and governing the treatment of deferred compensation at the
election of the Participant and/or the Committee, or as required by the Plan, as
provided herein.

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                             ARTICLE 2. DEFINITIONS

         2.1 Definitions. Whenever used herein, the following terms shall have
the meanings set forth below, unless otherwise expressly provided. When the
defined meaning is intended, the term is capitalized.

             (a) "Account" means the account described in Section 9.3.

             (b) "Award" shall mean the payment earned by a Participant based on
an evaluation of the individual's achievements, the business units' financial
performance and the Corporation's performance. As such, the amount of any Award
under this Plan is determined by decision of and in the discretion of the
Corporation acting through the Committee as hereinafter provided.

             (c) "Base Salary" shall mean the annual salary as of the close of
the Plan Cycle, exclusive of any bonuses, incentive pay, special awards, or
stock options.

             (d) "Board" shall mean the Board of Directors of the Corporation.

             (e) "Change in Control" see Section 11.3

             (f) "Committee" shall be composed of the Chief Executive Officer of
the Corporation, the individual at National City Corporation who has primary
responsibility of monitoring the activities of the Corporation and the officer
in charge of Corporate Human Resources at National City Corporation.

             (g) "Corporation" shall mean National Processing Company.

             (h) "Covered Executive" means any individual who is, or is
determined by the Committee to be likely to become a "covered employee" within
the meaning of Section 162(m) of the Internal Revenue Code.

             (i) "Crediting Date" means the last business day of each calendar
month or such other date or dates as determined by the Committee so long as
there is no less than one Crediting Date each calendar year.


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             (j) "Disability" shall mean the inability, by reason of a medically
determinable physical or mental impairment, to engage in substantial and gainful
activity for a continuous period of 26 weeks or more as determined by the
Committee.

             (k) "Early Retirement" shall mean retirement at or after age 55
with at least ten years of service with the Employer and/or National City
Corporation prior to Normal Retirement.

             (l) "Effective Date" see Section 11.4.

             (m) "Eligible Employee" shall mean an Employee who is employed in a
position meeting the defined eligibility criteria for participation in the Plan,
as set forth in Article 3.

             (n) "Employee" shall mean an individual employed by an Employer on
a regular active and full-time salaried basis.

             (o) "Employer" shall mean the Corporation or any corporation,
organization or entity controlled by the Corporation.

             (p) "Enrollment Period" means the period in each calendar year
designated by the Plan Administrator during which Eligible Employees make
elections to defer Compensation earned during the following Plan Year.

             (q) "Evaluation Date" means the last day of the Plan Year.

             (r) "Implementation Date" see Section 11.5.

             (s) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended from time to time.

             (t) "Investment Option" means any arrangement deemed suitable by
the Plan Administrator from time to time for the purpose of providing an
investment credit on amounts deferred.

             (u) "Normal Retirement" shall mean leaving the employ of the
Employer and National City Corporation at or after the age 62 with at least
twenty years of continuous service with the Employer and/or National City
Corporation or at or after the age 65 with at least five years of continuous
service with the Employer and/or National City Corporation.


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             (v) "Participant" shall mean an Eligible Employee who is approved
by the Committee for participation in the Plan. Such approval shall be on a Plan
Cycle basis and shall be reviewed with respect to each new Plan Cycle.

             (w) "Payment Date" means any day within thirty (30) days following
an Evaluation Date a Participant receives a distribution.

             (x) "Plan" see Section 1.1.

             (y) "Plan Administrator" shall mean the Plan Administrator of the
National City Corporation Deferred Compensation Plan or such other person or
group as established or designated by the Committee from time to time.

             (z) "Plan Cycle" shall mean a period of a calendar year.

             (aa) "Plan Year" shall mean the calendar year. The first Plan Year
shall be 2003.

             (bb) "Predecessor Plan" see Section 1.1

             (cc) "Successor" see Section 11.3(a).

             (dd) "Termination Date" means the later of (i) the individual's
last day worked or (ii) the last day an individual receives a Salary payment
either for services rendered or as salary continuation.

             (ee) "Vesting Event" shall mean the earliest to occur of the
following dates:

                  (1) the end of each Plan Cycle

                  (2) the Effective Date of a Change in Control,

                  (3) the date a Participant is eligible to retire on a Normal
                      Retirement

                  (4) the date a Participant has a Disability, or

                  (5) the date of a Participant's death,

             Each Participant and beneficiary with respect to whom a Vesting
Event has occurred shall be 100% vested in his or her benefits or Awards earned
or accrued hereunder as of the date of said Vesting Event, subject to the
forfeiture provisions of Article 10.

             (ff) "Voting Stock" means the then outstanding securities entitled
to vote generally in the election of directors of the Corporation.

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             2.2 Gender and Number. Except when otherwise indicated by the
context, any masculine terminology used herein also shall include the feminine,
and the definition of any term in the singular shall include the plural.

                    ARTICLE 3. ELIGIBILITY AND PARTICIPATION

             3.1 Eligibility. Eligibility for participation in the Plan will be
limited to those officers of the Corporation and its subsidiaries who, by the
nature and scope of their position, play a key role in the management, growth
and success of the Corporation, as determined by the Committee.

             3.2 Participation. Participation in the Plan (including a
Participant's Category) shall be determined by the Committee with respect to
each Plan Cycle prior to the commencement of the Plan Cycle, except as otherwise
provided herein. The Committee may base its approval upon the recommendation of
the Chief Executive Officer of the Corporation. The Committee may classify
Senior Officers for the purposes of the Plan into the following categories:
<TABLE>
<CAPTION>
          Category                  Persons Included
          --------                  ----------------
          <S>                       <C>
          Category I                President of the Corporation

          Category II               Executive vice presidents of the
                                    Corporation, and similar
                                    officers

          Category III              Senior vice presidents of the Corporation
                                    and similar officers

          Category IV               Vice presidents of the Corporation and
                                    executive officers of major subsidiaries,
                                    and similar officers
</TABLE>

             Each Eligible Employee approved for participation shall be notified
of the selection as soon after approval as is practicable and shall become a
Participant upon acceptance by him or her of such selection.

             3.3 Participation for part of a Plan Cycle. In the event an
Employee is an Eligible Employee for only a portion of a Plan Cycle
(Participation Portion) such Eligible Employee may, in the Committee's
discretion, be a Participant for such portion of the Plan Cycle but his or her
Award will be based upon his or her Base Salary at the end of such Participation
Portion and

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such Award will normally be prorated to reflect the number of months in the
Participation Portion of the Plan Cycle compared to the number of months in the
total Plan Cycle.

             3.4 Category Changes During a Plan Cycle. In the event a
Participant is promoted or demoted from one Category to another during a Plan
Cycle, the Committee may, in its discretion, (a) continue such Participant in
the Category he or she was in prior to such promotion or demotion, (b) provide
for participation from and after the promotion or demotion to the new Category,
or (c) provide for a combination of (a) and (b).

                  In the event of a Plan Cycle for which the Participant's
participation is thus split between two Categories, the Award for such Plan
Cycle will normally be prorated to reflect the portions of the Plan Cycle spent
in each Category and each part of the Award will be based upon the Participant's
Base Salary at the end of the appropriate portions of the Plan Cycle.

             3.5 Portions of Plan Cycles-Setting of Individual Objectives.
Notwithstanding Sections 3.3 and 3.4, except with respect to Category I
employees, no portion of a Plan Cycle with respect to a Participant shall be
considered to be a separate portion of participation for a Participant unless,
prior thereto, individual achievement objectives are set for such Participant
for such portion of a Plan Cycle pursuant to Article 4, or are waived by the
Committee, in its discretion.

             3.6 No Right to Participate. No Participant or Employee shall have
a right at any time to be selected for current or future participation in the
Plan.

                       ARTICLE 4. PERFORMANCE MEASUREMENT

             4.1 Performance Criteria. Performance, for purposes of this Plan,
will be measured in three ways: corporate results, the participant's individual
contribution and the business unit financial results

                  (a) Corporate Results will be measured by comparing Corporate
performance with respect to key financial ratios with pre-established goals.
Prior to the beginning of each Plan Cycle, the Committee shall establish the key
financial ratio goals and the levels of

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comparative performance at which the presumed, Threshold, Target and Maximum
Awards for Corporate Results may be provided under the Plan.

             (b) Individual contribution and business unit financial results
will be measured by comparing actual individual achievements during the Plan
Cycle to established objectives for the Plan Cycle. Prior to the beginning of
the Plan Cycle each Participant shall establish objectives for the Plan Cycle.
Such objectives shall be broad in nature and may be quantitative or qualitative.
The objectives for Senior Officers other than those in Category I shall be
subject to the review, revision and approval of their superiors up to and
including the Chief Executive Officer of National City Corporation.

             (c) The weight given to Corporate Results versus Individual
Contribution results may vary based on the corporate position of the
Participant, but will normally be as follows:
<TABLE>
<CAPTION>
                                              Percent Business               Percent
                            Percent            Unit Financial              Individual
Category(ies)             Corporate                Results                   Results
-------------             ---------           ----------------             ----------
<S>                       <C>                  <C>                         <C>
I                            60%                     0                        40%
II  (line units)             40%                    60%                        0
II  (staff units)            40%                     0                        60%
III (line units)             40%                    60%                        0
III (staff units)            40%                     0                        60%
IV (line units)              20%                    40%                       40%
IV (staff units)             20%                     0                        80%
</TABLE>

             4.2 Award Potential. The amount of incentive compensation that may
be awarded to a Senior Officer under this Plan shall be expressed as a
percentage of Base Salary. Such percentage shall normally fall within the range
set forth in the following table:
<TABLE>
<CAPTION>
                                 Percent of Base Compensation
                                 ----------------------------
                  Category          Threshold        Target            Maximum
                  --------          ---------        ------            -------
                  <S>               <C>              <C>               <C>
                     I                22.5%           45%                120%
                    II                17.5%           35%                 90%
                    III               12.5%           25%                 60%
                    IV                 7.5%           15%                 30%
</TABLE>

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             4.3 Award Calculation and Approval. A composite evaluation for each
Participant for each Plan Cycle will be determined as of the December 31 on
which the Plan Cycle ends by applying the foregoing provisions of this Article 4
to the individual contribution, business unit financial results and Corporate
results for such Plan Cycle. Based on the composite evaluation, the Chief
Executive Officer of the Corporation shall recommend to the Committee for
approval an appropriate incentive compensation Award for each of the Senior
Officers in Categories II, III and IV. The Committee shall determine an
appropriate incentive compensation Award for the Chief Executive Officer of the
Corporation.

                  All such Awards may, for convenience purposes, be normally
expressed as a percentage of Base Salary. Upon the approval of the Committee the
amounts of Awards hereunder for a Plan Cycle shall be final.

                          ARTICLE 5. PAYMENT OF AWARDS

             5.1 Form and Timing of Payment of Awards. Within 90 days after the
end of the Plan Cycle, the Participant shall be entitled to receive a cash
payment equal to the entire amount of the Participant's Award, unless
Participant has elected to defer the Award under Article 9 herein. Except as
otherwise provided for in Section 5.2, to receive an Award a Participant must be
an Employee on the date on which the Plan Cycle ends. The Committee may
terminate a Participant's Award prior to any Vesting Event if such Participant
fails to continue to be an Employee.

             5.2 Termination of Employment Due to Retirement, Disability or
Death. In the event a Participant's employment is terminated during a Plan Cycle
by reason of Normal Retirement, Disability or Death, the Participant shall be
eligible to receive a pro-rated Award based on individual contribution during
the Participant's participation in the Plan Cycle, provided however, that the
Participant must have been a Participant in the Plan for at least three months
of the Plan Cycle to be eligible to receive any Award hereunder. Such Awards
will be paid within

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ninety (90) days following the end of the Plan Cycle. In the event of death, the
Award will be paid to the Participant's estate.

             5.3 Termination of Employment Due to Early Retirement. The
Committee may elect, in its discretion, to pay a pro-rated Award to a
Participant who terminates employment by means of an Early Retirement; in the
absence of such favorable discretionary action by the Committee, no such
pro-rated Award shall be paid.

             5.4 Other Terminations of Employment. In the event a Participant's
employment is terminated during a Plan Cycle prior to a Vesting Event, the
Participant's participation in such Plan Cycle shall end and the Participant
shall not be entitled to any Award for such Plan Cycle.

                        ARTICLE 6. RIGHTS OF PARTICIPANTS

             6.1 Employment. Nothing in this Plan shall interfere with or limit
in any way the right of the Corporation to terminate a Participant's employment
at any time, nor confer upon any Participant any right to continue in the employ
of the Employer.

             6.2 Restrictions on Assignments. The interest of a Participant or
his or her beneficiary under this Plan may not be sold, transferred, assigned,
or encumbered in any manner, either voluntarily or involuntarily, and any
attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements, or
torts of any person to whom such benefits or funds are payable, nor shall they
be subject to garnishment, attachment, or other legal or equitable process, nor
shall they be an asset in bankruptcy.

                            ARTICLE 7. ADMINISTRATION

             7.1 Administration. The Plan shall be administered by the Committee
in accordance with any administrative guidelines and any rules that may be
established from time to time by the Committee. The procedures, standards and
provisions of this Plan for determining eligibility for and amounts of Awards
are intended only as a guide and in themselves confer no rights, duties or

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<PAGE>

privileges upon Participants nor place any obligation upon the Committee or the
Corporation. Accordingly, the Committee may, in making its determinations
hereunder, deviate from such procedures and standards in whatever manner that
it, in its judgment, deems appropriate.

                  The Committee shall have full power and authority to
interpret, construe and administer the Plan and its interpretations and
construction hereof, and actions hereunder, including the timing, form, amount
or recipient of any payment to be made hereunder, and its decisions shall be
binding and conclusive on all persons for all purposes.

                  The Committee may name assistants who may be, but need not be,
members of the Committee. Such assistants shall serve at the pleasure of the
Committee, and shall perform such functions as may be assigned by the Committee.

                  No member of the Board, the Committee or any assistant shall
be liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Plan unless attributable to his or her
own willful misconduct or lack of good faith.

                         ARTICLE 8. REQUIREMENTS OF LAW

             8.1 Laws Governing. This Plan shall be construed in accordance with
and governed by the laws of the State of Ohio.

             8.2 Withholding Taxes. The Corporation shall have the right to
deduct from all payments under this Plan any federal, state or local taxes
required by the law to be withheld with respect to such payments.

             8.3 Plan Binding on Corporation, Employees and Their Successors.
This Plan shall be binding upon and inure to the benefit of the Corporation, its
successors and assigns and each Participant and his or her beneficiaries, heirs,
executors, administrators and legal representatives.

                          ARTICLE 9. DEFERRAL OF AWARDS

             9.1 Election to Request Deferral of Award; Deferral Percentage. The
Committee shall determine which Participants or group of Participants of, if
any, shall be eligible to make

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<PAGE>

deferral elections under this Plan. Each Participant who is therefore eligible
to elect to request deferral of a portion or all of his or her Award for a Plan
Cycle, shall be given the opportunity prior to the last Plan Year in the Plan
Cycle, to make such request. Such election and the percentage of Award requested
to be deferred shall be irrevocable and fixed with respect to such Participant
and such Plan Cycle from and after the December 31 of the year prior to the last
year of the Plan Cycle.

                  The request and determination of the portion of the Award to
be deferred shall be made in terms of 1% increments of the Award.

                  Participants becoming Participants during a Plan Cycle shall,
if determined to be eligible to do so, make any such deferral request to defer
prior to the commencement of their participation and the same shall become
irrevocable and fixed as of the day prior to the commencement of their
participation.

                  Promotion or demotion during a Plan Cycle shall not affect the
fixed and irrevocable nature of a deferral request made prior to such Plan Cycle
for such Plan Cycle.

             9.2 Deferral of Awards; Committee's Decision. Notwithstanding any
request to defer none, a portion, or all of an Award hereunder submitted by a
Participant pursuant to Section 9.1 above, and not withstanding the Committee's
prior determination as to the eligibility of any Participant or group of
Participants to defer a portion or all of any Award hereunder, the Committee
shall make the decision, in the case of each Participant, whether or not to
defer any portion or all of any Participant's Award with respect to any Plan
Cycle. Such decision shall be made in the discretion of the Committee, which
extends to the percentage of any Award to be deferred.

                  The Committee's decision shall be final and binding on all
parties. Any amount to be deferred shall not be paid to the Participant but
shall be deferred as provided in this Article 9.

             9.3 Accounts. An unfunded bookkeeping account shall be established
and maintained by the Corporation in the name of each Participant who has
deferred compensation hereunder. The Account shall be credited with all amounts
deferred under the Plan net of applicable taxes.

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The amounts credited to each Account, as reduced for amounts distributed under
Article 9, shall be adjusted each Crediting Date to reflect gain or loss from
Investment Option(s) selected by the Participant. Such Accounts shall remain a
part of the general liabilities of the Corporation and nothing in this Plan
shall be deemed to create a trust or fund of any kind or any fiduciary
relationship. Each Account may be comprised of sub-accounts to reflect
Investment Option(s) selected by the Participant.

             9.4 Crediting to Accounts. As of the dates of payment of cash
Awards made under this Plan the amount of the Award to be deferred for each
Participant under this Article 9 shall be credited to such Participant's
Account, and shall correspondingly be credited to the Investment Option or
Options selected by the Participant.

             9.5 Selection of Investment Options. Each Participant (and each
Beneficiary of a deceased Participant) may select the Investment Option(s) he or
she wishes to be used hereunder for his or her Account. The selection of
Investment Options shall be made in portions of the amount deferred equal to 5%
of the total of such amounts. In the event no election is made by a Participant
(or Beneficiary) his or her Account shall be deemed invested in and credited to
the Investment Option designated by the Plan Administrator for such purpose.

             Selection of Investment Options by Participants shall be made no
later than the Enrollment Period of the Plan Cycle for which the Award is to be
made in advance of the deferral or payment of the Award; provided however, that
in the event a Participant who has not requested a deferral of any part of his
or her Award nevertheless has a portion thereof deferred by decision of the
Committee, or otherwise, then in such event, such Participant shall immediately
be given an election period of 10 days to determine appropriate Investment
Options, such period running from the date of his or her notification of his or
her right to make such selection.

             9.6 Allocation of New Deferrals Among Investment Options and
Transfers Among Investment Options.

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             (a) During the Enrollment Period, the Participant shall elect how
deferrals during the applicable Plan Year are to be allocated among the
available Investment Options using forms and procedures established by the Plan
Administrator for such purpose.

             (b) Each Participant may reallocate his or her accumulated Deferred
Compensation Account or deferrals among the Investment Options only during times
approved by the Plan Administrator and using forms and procedures established
from time to time by the Plan Administrator for such purpose. Any changes a
Participant makes shall become effective on the next Crediting Date following
the Plan Administrator's acceptance of the Participant's reallocation election.

             9.7 Payments Deducted on a Pro-Rata Basis from each Investment
Option. Lump sums, installments, or any other distributions from the Deferred
Compensation Account shall be deducted from the balance in each Investment
Option on a pro rata basis in proportion to the balance in each option using
procedures established by the Plan Administrator for such purpose.


             9.8 Change in Investment Option. The Plan Administrator may change
the Investment Options available from time to time under the Plan. However, no
such change shall reduce a Participant's Deferred Compensation Account. If,
following a change in the Investment Options, the Participant fails to
reallocate his or her Account among the available Investment Options the Plan
Administrator has the discretion to select an Investment Option for the
Participant.

             9.9 Vesting of Deferred Amounts. Amounts of Awards made and
deferred under the Plan, and earnings and gains thereon, are always 100% vested.


             9.10 Manner of Distribution. A Participant's Deferred Compensation
Account shall be distributed according to the procedures set forth below.

(a)  Distributions while employed. A Participant may elect to receive a
     distribution from their Account during their period of employment. Such
     election may either be for a Scheduled Distribution, or an Unscheduled
     Distribution, each as defined below.

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     (i)   Scheduled Distribution. During the Enrollment Period when a
           Participant makes their deferral election, the Participant may
           specify a future Payment Date when the amount deferred or portion
           thereof will be distributed. To be valid, such future Payment Date
           must not be within 3 years of the Plan anniversary to which such
           election first applied, and such future Payment Date must precede the
           Participant's Termination Date. The amount distributed shall be
           allocated against the Investment Options as provided under Section
           9.7. The Plan Administrator may disregard any invalid Scheduled
           Distribution election.

     (ii)  Unscheduled Distribution. During the Enrollment Period, a Participant
           may submit a written request to the Plan Administrator for an
           unscheduled distribution from their Account. If the Plan
           Administrator approves such request, the amount shall be payable upon
           the Payment Date following such approval. The amount distributed
           shall be subject to a 10% penalty, with the Participant's Account
           being debited an amount equal to 10% of the Unscheduled Distribution
           amount. The withdrawn amounts and the Unscheduled Distribution
           penalty shall be allocated against the Investment Options as provided
           under Section 9.7. Any Participant electing an Unscheduled
           Distribution during an Enrollment Period shall be considered
           ineligible to defer any Compensation under the Plan for the remainder
           of the Plan Year in which the Unscheduled Distribution occurs and for
           the next following Plan Year.

     (iii) Notwithstanding the foregoing, no Covered Executive shall be eligible
           to make an election for either a Scheduled Distribution or
           Unscheduled Distribution, and the Plan Administrator is hereby
           empowered to disregard a Scheduled Distribution election made by a
           Participant at a time prior their first becoming a Covered Executive.

(b)  Distributions following employment. A Participant may receive either a
     Termination Distribution or a Retiree Distribution following their period
     of employment, each as defined below.

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<PAGE>

     (i)  Termination Distribution. A Participant who is not a Retirement
          Eligible Employee shall have their Account balance valued as of the
          Evaluation Date first following their Termination Date. Such balance
          shall be distributed in a lump sum on the Payment Date first following
          such Evaluation Date.

     (ii) Retiree Distribution. A Participant who is a Retirement Eligible
          Employee shall have their Account paid according to the following
          procedures:

          1)   Notwithstanding sections 2) and 3) below, if the Participant's
               Account, determined as of the first Evaluation Date following
               their Termination Date, is equal to or less than an amount
               established by the Plan Administrator from time to time (the
               "Minimum Installment Amount") such amount shall be distributed
               according to section (i) above.

          2)   If the Participant has made an election as described in Section
               9.11 that has been in effect for at least twelve months prior to
               the Termination Date, the Participant's Account shall be paid in
               accordance with such payment election.

          3)   If the Participant does not have a payment election that has been
               in effect for at least twelve months prior to the Termination
               Date, the Participant's Account shall be paid in annual
               installments over a period of 10 years, as provided in the
               Section 9.11(ii).

     9.11 Form of Payment Election. Each Participant may submit a payment
election form specifying how the Participant's accumulated Deferred Compensation
Account shall be paid. The following distribution options shall be available:

(a)  Distributions following employment. A Participant who is a Retirement
     Eligible Employee, having an accumulated Account of at least the Minimum
     Installment Amount, as provided in Section 9.10(b)(ii) above, may elect
     their Account to be distributed in either of the following forms:

     (i)  Lump Sum Distribution. The amount payable shall equal the Account
          balance determined as of the Evaluation Date. Pursuant to the
          Participant's election, the

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<PAGE>

            Evaluation Date may be any Evaluation Date following the Termination
            Date. If the Participant fails to elect a date, the Evaluation Date
            will be the last day of the Plan Year in which the Termination Date
            occurs. The amount so determined shall be paid on the Payment Date
            next following such Evaluation Date.

     (ii)   Annual Installments. The amount of the first distribution shall be
            based on the Account balance as determined on the last Evaluation
            Date in the Plan Year in which the Participant's Termination Date
            occurs. Such amount shall be divided by the number of payments
            elected (being either 5 or 10, or other period as determined by the
            Plan Administrator) to determine the distribution. The distribution
            shall be made on the Payment Date next following such Evaluation
            Date. Subsequent distributions shall be determined annually
            thereafter using the procedure established herein, with the
            exception that the divisor shall be the number of payments
            remaining.

     (iii)  Participants not making a valid election shall have their Account
            distributed over a period of ten years as provided in Section
            9.11(a)(ii) above.


     9.12 Plan Administrator's Discretion. The Plan Administrator shall have the
discretion to distribute the Account of any Participant who is not a Covered
Executive in a single distribution following their Termination Date. Such
distribution shall be based on the balance of the Participant's Account as of
the Evaluation Date immediately following their Termination Date. Such amount
shall be paid on the Payment Date next following such Evaluation Date.

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<PAGE>

         9.13 Payments Upon Death of Participant.

 (a) A Participant may designate any person or persons (not exceeding 5),
     including a trust, as his or her beneficiary to receive his or her Deferred
     Compensation Account in the event of the Participant's death. Any such
     designation shall be made by filing the form designated for that purpose by
     the Plan Administrator. The Participant may change or cancel his or her
     beneficiary designation at any time prior to death without the consent of
     any designated beneficiary. If no beneficiary has been designated by the
     Participant, or if no beneficiary is alive at the date of the Participant's
     death, payment shall be made to the Participant's estate.

 (b) If the Participant's death occurs during Employment, the Participant's
     Account shall be distributed in a lump sum as provided in 9.11(a)(i) to
     each of the Participant's surviving beneficiaries in the portions
     designated by the Participant in 9.13(a).

 (c) If the Participant's death occurs after installment payments have
     commenced, the Participant's Account shall be distributed in a lump sum on
     the next scheduled Payment Date to each of the Participant's surviving
     beneficiaries in the portions designated by the Participant in 9.13(a).

         9.14 Withholding Taxes. The Corporation shall have the right to deduct
from distributions under the Plan any and all taxes required to be collected
under federal, state or local laws, using procedures established by the Plan
Administrator for such purpose.

         9.15 Beneficiary Designations. Each Participant, and each Beneficiary
of a deceased Participant or Beneficiary hereunder, may designate, on a
Beneficiary Designation form supplied by the Plan Administrator, any person or
persons to whom payments are to be made if the Participant (or Beneficiary) dies
before receiving payment of all amounts due hereunder. A beneficiary designation
will be effective only after the signed Beneficiary Designation form is filed
with the Plan Administrator for such purpose while the Participant (or
Beneficiary) is alive, and will cancel all beneficiary designations signed and
filed earlier. If the Participant (or Beneficiary) fails to designate a
beneficiary as provided above, or if all designated beneficiaries die before the
Participant or before complete payment of all amounts due hereunder, remaining

                                      -17-
<PAGE>

unpaid distribution amounts shall be paid to the then surviving spouse of the
Participant, if any, or, if there be none, in one lump sum to the estate of the
last to die of the Participant or his or her designated beneficiaries, if any.

                  In the event a Participant (or a Beneficiary of a deceased
Participant) designates as a Beneficiary any so called "marital deduction trust"
or any so called "qualified income trust", the Participant (or Beneficiary) may
additionally indicate whether the dollar equivalent of the current income,
during the distribution of an interest hereunder, should be distributed yearly
to such Beneficiary. In the event of such an indication, such income shall be
distributed at least annually.

         9.16 Participants Rights; Beneficiaries Rights. Except as otherwise
specifically provided, neither a Participant nor any of his or her Beneficiaries
has rights under this Plan. The payment of deferred compensation shall be a
general, unsecured obligation of the Corporation to be paid by the Corporation
from its own funds, and such payments shall not impose any obligation upon any
trust fund for any tax qualified plan, or be paid from any such trust fund. No
Participant or beneficiary shall have any title to or beneficial ownership in
any assets which the Corporation may earmark to pay benefits hereunder.

         9.17 Nature of deferred compensation. The election of deferred
compensation under this Plan and any setting aside by the Corporation of amounts
with which to discharge its deferred obligations hereunder in a trust fund, an
insurance policy, or otherwise, shall not be deemed to create a right in any
person; equitable title to any funds so set aside in a trust, an insurance
policy, or otherwise shall remain in the Corporation, and any recipient of
benefits hereunder shall have no security or other interest in such trust,
policies or funds. Any and all funds so set aside in a trust, an insurance
policy or otherwise shall remain subject to the claims of the general creditors
of the Corporation, present and future. This provision shall not require the
Corporation to set aside any funds, but the Corporation may set aside such funds
if it chooses to do so. Any amount so set aside for this Plan shall be accounted
for separately and apart from any other plan of the Corporation. This Plan is
intended to constitute an unfunded plan of deferred


                                      -18-
<PAGE>

compensation described in Section 201(2) of the Employee Retirement Income
Security Act of 1974.

         9.18 Distributions in Cash. Notwithstanding any other provision of this
Plan, distributions of amounts deferred hereunder shall be made only in cash and
shall be subject to withholding of applicable federal, state and local taxes.

         10.19 Nature of Deferred Compensation Plan. The provisions of the Plan
relating to deferred compensation are fixed and final unless and until amended,
revised or terminated as herein provided.

                             ARTICLE 10. FORFEITURES

         Notwithstanding any provision in this Plan to the contrary excepting
only the provisions of Article 11, in the event the Committee finds

                  (a) that an Employee or former Employee who has an interest
under this Plan has been discharged by his or her Employer in the reasonable
belief (and such reasonable belief is the reason or one of the reasons for such
discharge) that the Employee or former Employee did engage in fraud against the
Employer or anyone else, or

                  (b) that an Employee or former Employee who has an interest
under this Plan has been convicted of a crime as a result of which it becomes
illegal for his or her Employer to employ him or her, then any amounts held
under this Plan for the benefit of such Employee or former Employee or his or
her beneficiaries shall be forfeited and no longer payable to such Employee or
former Employee or to any person claiming by or through such Employee or former
Employee.

                          ARTICLE 11 CHANGE IN CONTROL

         11.1 Treatment of Awards. In the event of a Change in Control, the
Corporation shall pay to each Participant who is participating in a Plan Cycle
on the Effective Date of such Change in Control, a lump sum cash payment equal
to the amount hereinafter determined. Such payment

                                      -19-
<PAGE>

shall be paid in cash to the Participant within five business days after the
Implementation Date of such Change in Control and shall be payment in full to
each Participant for the Plan Cycle, and such Plan Cycle shall be deemed
terminated by operation of this Article 11. No further Plan Cycles shall
commence thereafter under this Plan.

         11.2 Amount of Payment. The amount of the payment to be made as a
consequence of a Change in Control shall, with respect to each Plan Cycle, be
equal to the maximum Award which could be paid hereunder to each Participant
pro-rated, however, to reflect late commencement of participation in a Plan
Cycle and/or promotions or Category changes in a Plan Cycle, consistent with
Sections 3.4 and 3.5 of the Plan.

         11.3 Definition of Change in Control. "Change in Control" shall mean
the occurrence of any of the following events:

                           (a) The Company is merged, consolidated or
         reorganized into or with another corporation or other legal person
         other than National City Corporation (hereafter "NCC"), a successor of
         NCC (direct or indirect, by purchase, merger, consolidation,
         reorganization or otherwise) ("Successor"), or an affiliate of NCC or
         of a Successor and as a result of such merger, consolidation or
         reorganization less than fifty percent of the combined voting power of
         the then-outstanding securities of such resulting corporation or person
         immediately after such transaction are held by NCC, a Successor or an
         affiliate of NCC or of a Successor; or

                           (b) The Company sells or otherwise transfers all or
         substantially all of its assets to another corporation or other legal
         person, and as a result of such sale or transfer less than fifty
         percent of the combined voting power of the then-outstanding Voting
         Stock of such corporation or person immediately after such sale or
         transfer is held by NCC, a Successor or an affiliate of NCC or of a
         Successor,

                                      -20-
<PAGE>


         provided, however, that a Change in Control of NCC determined by the
         standards set forth herein or otherwise shall not constitute a Change
         in Control of the Company.

         11.4 Effective Date of Change in Control. Notwithstanding the
foregoing, in the event a Change in Control ultimately results from discussions
or negotiations involving the Corporation or any of its officers or directors,
the "Effective Date" of such Change in Control shall be the date such
discussions or negotiations commenced; otherwise, such Effective Date of a
Change in Control shall be the Implementation Date of such Change in Control.

         11.5 Implementation Date of Change in Control. The "Implementation
Date" shall be the earliest to occur of the events specified in subsections (a)
or (b) of Section 11.3. As used herein, the Implementation Date of Change in
Control shall be the last date of the then current Plan Cycle.

         11.6 Effect of Change in Control. In addition to other vesting under
the Plan, the opportunity of a Participant to participate to the end of the
current Plan Cycle is vested in such Participant in the event of a Change in
Control, as of the Effective Date of such Change in Control.

                            ARTICLE 12. MISCELLANEOUS

         In the event of the liquidation of the Corporation the Committee may
make any provisions for holding, handling and distributing the amounts standing
to the credit of the Participants or beneficiaries hereunder which, in the
discretion of the Committee, are appropriate and equitable under all
circumstances and which are consistent with the spirit and purposes of these
provisions.


                                      -21-
<PAGE>

                    ARTICLE 13. AMENDMENT AND DISCONTINUANCE

         The Corporation expects to continue this Plan indefinitely, but
reserves the right, by action of the Board, to amend it from time to time, or to
discontinue it if such a change is deemed necessary or desirable. However, if
the Board should amend or discontinue this Plan, the Corporation shall remain
obligated under the Plan with respect to (1) Awards made final (and thus
payable) by decision by the Board prior to the date of such amendment or
discontinuance and (2) Awards and rights of any Participant or beneficiary with
respect to whom a Vesting Event has occurred.

         Executed this ____ day of _____________, 2003 at Louisville, Kentucky.


                                                     NATIONAL PROCESSING COMPANY


                                                     By: _______________________


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