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                                                                     EXHIBIT 4.5

                                 AMENDMENT NO. 1
                              TO THE NATIONAL CITY
                        SAVINGS AND INVESTMENT PLAN NO. 3
                            (EFFECTIVE MAY 15, 2001)

         National City Corporation, a Delaware corporation, and National City
Bank, a national banking association, Trustee, hereby evidence the adoption of
this Amendment No. 1 to the National City Savings and Investment Plan No. 3
(Effective May 15, 2001) (the "Plan"), effective January 1, 2002.

                                    Section 1
                                    ---------

         Section 1.1(1) of the Plan is hereby amended by adding the following
sentence to the end thereof:

         "Each Account shall consist of a Profit Sharing Account and an ESOP
Account."

                                    Section 2
                                    ---------

         Section 1.1 of the Plan is hereby amended by inserting the following
new Subsection (26A) immediately after Subsection (26):

         "(26A) ESOP FEATURE: The portion of the Plan described in Article XVI."

                                    Section 3
                                    ---------

         Section 1.1(32) of the Plan is hereby amended by adding the following
sentence to the end thereof:

         "The NCC Stock Fund shall constitute the ESOP Feature of the Plan. All
         other Investment Funds shall constitute the Profit Sharing Feature of
         the Plan."

                                    Section 4
                                    ---------

         Section 1.1(41) of the Plan is hereby amended by deleting the first
sentence therein and substituting the following new sentence therefor:

         "The Investment Fund provided under the ESOP Feature of the Plan."

                                    Section 5
                                    ---------

         Section 1.1(46) of the Plan is hereby amended by adding the following
sentence to the end thereof:







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         "The Plan consists of a Profit Sharing Feature and an ESOP Feature."

                                    Section 6
                                    ---------

         Section 1.1 of the Plan is hereby amended by inserting the following
new Subsection (47A) immediately after Subsection (47):

                  "(47A) PROFIT SHARING FEATURE: The portion of the Plan (i)
         which is not included within the ESOP Feature, (ii) which is intended
         to qualify as a profit sharing plan under Code Section 401(a), and
         (iii) which includes a qualified cash or deferred arrangement within
         the meaning of Code Section 401(k)."

                                    Section 7
                                    ---------

         Section 3.10 of the Plan is hereby amended by adding the following new
sentence to the end thereof:

         "In the event that NCC Stock is not publicly traded, fair market value
         will be determined in accordance with Section 16.2(1)."

                                    Section 8
                                    ---------

         Section 4.6 of the Plan is hereby amended by inserting "(1)"
immediately after the heading "TESTING PROCEDURES." and by adding the following
new Subsection (2) to the end 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."

                                    Section 9
                                    ---------

         The last sentence of Section 5.1(1) of the Plan is hereby amended by
inserting the phrase "Except as provided in Section 16.5(1)," at the beginning
thereof and (ii) deleting the word "Dividend" where it occurs therein and
substituting the word "dividend" therefor.

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

         Section 5.2 of the Plan is hereby amended by deleting the first
sentence thereof and substituting the following therefor:

         "The Trustee shall establish and maintain, or cause to be maintained, a
         Profit Sharing Account and an ESOP Account for each Participant, which
         together shall constitute a Participant's 'Account'. The ESOP Account
         shall be comprised of the portion of a Participant's Account that is
         invested in the NCC Stock Fund and shall be subject to the provisions
         of Article XVI. The Profit Sharing Account





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         shall be comprised of the portion of a Participant's Account that is
         invested in any Investment Fund other than the NCC Stock Fund. The
         Profit Sharing Account and the ESOP Account shall each 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) that are held in the Profit Sharing Account and
         the ESOP Account of each Participant, as applicable. Any reference to
         'Sub-Account' in this Plan shall refer to the relevant Sub-Account
         maintained under the Profit Sharing Account and the ESOP Account."


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

         The Plan is hereby amended by adding the following new Article XVI
immediately after the end of Article XV:

                           "ARTICLE XVI - ESOP FEATURE
                           ---------------------------

                  16.1 IN GENERAL: (1) On and after January 1, 2002, the Plan
         shall consist of two components, the ESOP Feature and the Profit
         Sharing Feature. Effective January 1, 2002, the portion of a
         Participant's Account invested in the NCC Stock Fund will be provided
         under the ESOP Feature of the Plan, and the portion of a Participant's
         Account invested in any Investment Fund that is not the NCC Stock Fund
         will be provided under the Profit Sharing Feature of the Plan.

                  (2) 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). The ESOP
         Feature is described in this Article XVI. The provisions of this
         Article XVI shall supercede any contrary provisions of the Plan.

                  16.2 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 its fair value 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 Accounts of the
         Participants.





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                  (2) TRANSACTIONS WITH DISQUALIFIED PERSONS. In the case of any
         transaction involving NCC Stock between the Trust Fund and a
         disqualified person (as defined in Code Section 4975(e)(2)) 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).

                  16.3 DIVERSIFICATION OF INVESTMENT. Participants may diversify
         the investment of amounts held in their ESOP Accounts by transferring
         amounts held in their ESOP 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.

                  16.4 PUT OPTION ON COMPANY STOCK.

                  (1) WHEN PUT REQUIRED. If a Participant receives a
         distribution of NCC Stock and the NCC Stock is not readily tradable on
         an established market, 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 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 second 60-day period shall commence in
         the following Plan Year. The period during which a put option is
         exercisable does not include any time when a






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         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 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 the NCC Stock subject to the put option is
         part of a 'total distribution', as defined in Code Section 409(h)(5),
         and--

                  (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, and

                  (e) the term of the payment does not extend beyond five years
         from the date the put option is exercised.

                  16.5 MISCELLANEOUS ESOP FEATURE PROVISIONS.

                  (1) PAYMENT OF DIVIDENDS. (a) The Committee, in its sole
         discretion, may provide that any dividends paid in cash during the Plan
         Year on shares of NCC Stock held in the NCC Stock Fund shall be (i)
         paid in cash directly to the Participant, (ii) paid to the Plan and
         subsequently distributed to the Participant in cash no later than 90
         days after the close of the Plan Year in which the dividends







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         are paid to the Plan or, (iii) at the election of the Participant,
         either (A) paid to the Participant as provided in Clause (i) or (ii)
         (as determined by the Committee) or (B) paid to the Participant's ESOP
         Account to be reinvested in the NCC Stock Fund. Such dividends shall be
         paid in accordance with procedures established by the Committee.

                  (b) If an election pursuant to Paragraph (a)(iii) is provided
         by the Committee, each Participant may make the election, in the manner
         and at the time specified by the Committee, with respect to dividends
         received on shares of NCC Stock comprising the portion of the NCC Stock
         Fund allocated to the Participant's ESOP Account. If an election
         pursuant to Paragraph (a)(iii) is provided by the Committee and a
         Participant does not make such an election, such dividends shall be
         paid to the Participant's ESOP Account to be reinvested in the NCC
         Stock Fund.

                  (c) The Beneficiary of a deceased Participant and a
         Participant's alternate payee shall have the same rights as a
         Participant has under this Subsection (1).

                  (d) The provisions of this Subsection (1) are intended to
         implement the provisions of Code section 404(k) and shall be
         interpreted and applied accordingly."

                      (2) INDEPENDENT APPRAISER. NCC Stock held in Participants'
         ESOP 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 Accounts which is not readily tradable
         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)."


         EXECUTED this ______ day of ____________, 2001.


NATIONAL CITY BANK, TRUSTEE                 NATIONAL CITY CORPORATION



By:____________________________             By:____________________________
   Title:                                      Title:



                                            By:____________________________
                                               Title:


















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