**EXHIBIT 10.28** **NATIONAL PROCESSING, INC.**
**2000 STOCK OPTION PLAN**
  1.  **Purposes. **The purposes of this 2000 StockOption Plan are to provide employment incentives and to encourage capital accumulation and stock ownership by Eligible Employeesof National Processing, Inc. (“National Processing”) or any of its Subsidiaries, and to provide to designated Optioneesunder stock options heretofore or hereafter granted pursuant toany stock option plan of National Processing or any of itsSubsidiaries an alternative method of realizing the benefitsprovided by such stock options.
  2.  **Definitions. **As used in this Plan,
  (a)  “Additional Option” means an Option Rightgranted to an Optionee to purchase a number of shares of CommonStock equal to the number of shares of already owned Common Stock relinquished by the Optionee as payment of the exercise priceupon exercise of an Option Right and/or the number of shares ofCommon Stock tendered or relinquished as payment of the amount to be withheld under applicable federal, state and local income tax laws in connection with the exercise of an option as describedin Section 5.
  (b)  “Additional Option Feature” means a featureof an Option that provides for the automatic grant of anAdditional Option in accordance with the provisions described inSection 5.
  (c)  The term “Appreciation Right” means a rightgranted pursuant to Section 6 of this Plan.
  (d)  The term “Board of Directors” means the Board of Directors of National Processing.
  (e)  The term “Committee” means the Committeeprovided for in Paragraph 10(a) of this Plan.
  (f)  The term “Common Stock” means Common Stock,of National Processing or any security into which such CommonStock may be changed by reason of any transaction or event of the type described in Section 8 of this Plan.
  (g)  The term “Eligible Employees” means personswho are at the time the officers (including officers who aremembers of the Board of Directors) and other key employees ofNational Processing or of any of its Subsidiaries.
  (h)  The term “Internal Revenue Code” means theInternal Revenue Code of 1986, as amended from time to time.
  (i)  The term “Incentive Stock Option” means anOption Right granted by National Processing to an EligibleEmployee, which Option Right is intended to qualify as an“Incentive Stock Option” as that term is used inSection 422 of the Internal Revenue Code.
  (j)  The term “Market Value per Share” means, atany date, the closing price, per share, of the shares of CommonStock, on the New York Stock Exchange on that date as reported by the Wall Street Journal (Midwest Edition) or, if the CommonStock shall be primarily traded in another market, as determinedin a manner specified by the Board of Directors using quotationsin such other market.
  (k)  The term “Option Agreement” shall have themeaning set forth in Section 6(e).
  (l)  The term “Optionee” shall mean the optioneenamed in an agreement evidencing an Outstanding Option.
  (m)  The term “Option Right” means the right topurchase a share of Common Stock upon exercise of an OutstandingOption.
  (n)  The term “Outstanding Option” means, at anytime, an option to purchase shares of Common Stock granted byNational Processing or any of its Subsidiaries pursuant to thisPlan or any other

stock option plan of National Processing or any such Subsidiary now or hereafter in effect, or pursuant to anystock option plan of any corporation which is merged intoNational Processing and where National Processing has by actionof its Board of Directors, assumed the obligations of suchcorporation under such stock option plan, all whether or not such option is at the time exercisable, to the extent that such option at such time has not been exercised and has notterminated.
  (o)  The term “Spread” means the excess of theMarket Value per Share of Common Stock on the date when anAppreciation Right is exercised over the option price providedfor in the related Option Right.
  (p)  The term “Subsidiary” shall mean any entityin which National Processing beneficially owns or controls,directly or indirectly, 50% or more of the voting equitysecurities.
  3.  **Shares Available Under Plan.**
  (a)  The shares of Common Stock which may be made thesubject of Option Rights and Appreciation Rights pursuant to this Plan may be treasury shares or shares of original issue or acombination of the foregoing.
  (b)  Subject to adjustments in accordance withSection 8 of this Plan, the maximum number of shares ofCommon Stock which may be sold upon the exercise of Option Rights granted pursuant to this Plan shall be 5,000,000 shares ofCommon Stock which are made available for sale by virtue of thisPlan. For purposes of determining the number of shares that maybe sold under the Plan, such number shall increase by the numberof shares surrendered by an optionee or relinquished to NationalProcessing (a) in connection with the exercise of an OptionRight or (b) in payment of federal, state and local income taxwithholding liabilities upon exercise of an Option Right.
  (c)  Subject to adjustments in accordance withSection 8 of this Plan, the maximum number of shares ofCommon Stock which may be delivered upon the exercise ofAppreciation Rights granted pursuant to this Plan shall notexceed 5,000,000.
  (d)  Shares covered by Option Rights cancelled upon exercise of Appreciation Rights shall not be available for the grantingof further Option Rights under this Plan or under any other stock option plan of National Processing or of any of itsSubsidiaries, anything in this Plan or such other stock optionplan to the contrary notwithstanding.
  4.  **Grants of Option Rights.** The Board of Directorsmay, from time to time and upon such terms and conditions as itmay determine, authorize the granting to Eligible Employees ofOption Rights. Each such grant may utilize any or all of theauthorizations, and shall be subject to all of the limitations,contained in the following provisions:
  (a)  Each grant shall specify the number of shares of Common Stock to which it pertains.
  (b)  Each grant shall specify an option price per share notless than the Market Value per Share on the date of grant.
  (c)  Successive grants may be made to the same EligibleEmployee whether or not any Option Rights previously granted tosuch Eligible Employee remain unexercised. No Eligible Employeemay, however, be granted under this plan, in the aggregate, morethan 1,500,000 Option Rights or Appreciation Rights, subject toadjustment pursuant to Section 8 of this Plan over any tenyear period.
  (d)  Option Rights granted under this Plan may be(i) options which are intended to qualify under particularprovisions of the Internal Revenue Code, as in effect from timeto time, (ii) options which are not intended so to qualify,or (iii) combinations of the foregoing.
  (e)  The date of grant of each Option Right shall be thedate of its authorization by the Board of Directors or such later date designated by the Board of Directors, except that the dateof grant of an Additional Option shall be the date of exercise of the underlying Option Right. No Option Right shall beexercisable more than ten years from such date of grant.

  (f)  Upon exercise of an Option Right, the option priceshall be payable (i) in cash, (ii) by the transfer toNational Processing by the Optionee of shares of Common Stockwith a value (Market Value per Share times the number of shares)equal to the total option price, or (iii) by a combination ofsuch methods of payment.
  (g)  Each grant of Option Rights shall be evidenced by anagreement executed on behalf of National Processing by anyofficer designated by the Board of Directors for this purpose and delivered to and accepted by the Eligible Employee and shall contain such terms andprovisions, consistent with this Plan, as the Board of Directorsmay approve.
  (h)  No Option Rights, intended to be an Incentive StockOption, shall be granted hereunder to any Optionee which wouldallow the aggregate fair market (determined at the time theOption Rights are granted) of the stock subject of Option Rights, including the Incentive Stock Option in question, which suchOptionee may exercise for the first time during any calendaryear, to exceed $100,000. Any Option Rights intended to beIncentive Stock Options granted by any “parent,” assuch term is used in Section 422A of the Internal RevenueCode, as amended, of National Processing pursuant to suchparent’s Stock Option plans, shall be included in thedefinition of Option Rights for the purpose of determining the$100,000 limitation.
  5.  **Additional Option.**
  (a)  The Board of Directors may, at or after the date ofgrant of Option Rights, grant Additional Options.
  (b)  If an Optionee exercises an Outstanding Option that has an Additional Option Feature by transferring already ownedshares of Common Stock and/or when shares of Common Stock aretendered or relinquished as payment of the amount to be withheldunder applicable federal, state and local income tax laws (atwithholding rates not to exceed the Optionee’s applicablemarginal tax rates) in connection with the exercise of an option, the Optionee shall automatically be granted an AdditionalOption. The Additional Option shall be subject to the followingprovisions:
  (1)  The Additional Option shall cover the number of sharesof Common Stock equal to the sum of (A) the number of shares of Common Stock delivered as consideration upon the exercise ofthe previously granted Outstanding Option to which suchAdditional Option Feature relates and (B) the number ofshares of Common Stock tendered or relinquished as payment of the amount to be withheld under applicable federal, state and localincome tax laws in connection with the exercise of the option towhich such Additional Option Feature relates;
  (2)  The Additional Option will not have an AdditionalOption Feature unless the Board of Directors directs otherwise;
  (3)  The Additional Option option price shall be 100% of the Market Value per Share on the date the employee delivers sharesof Common Stock to exercise the Option that has the AdditionalOption Feature and/or delivers or forfeits shares of Common Stock in payment of income tax withholding on the exercise of anOption that has the Additional Option Feature;
  (4)  The Additional Option shall have the same terminationdate and other termination provisions as the underlying Optionthat had the Additional Option Feature.
  6.  **Grants of Appreciation Rights. **The Board of Directors may from time to time authorize the granting ofAppreciation Rights in respect of any or all of the Option Rights under any Outstanding Option (including Options Rightssimultaneously granted) to the Optionee thereunder. AnAppreciation Right shall be a right in the Optionee to receivefrom National Processing an amount which shall be determined bythe Board of Directors and shall be expressed as a percentage ofthe Spread (not exceeding 100%) at the time of exercise. To theextent such Optionee elects to exercise such Appreciation Rightinstead of the related Option Right, the related Option Rightshall be cancelled, and vice versa. Each such grant may utilizeany or all of the authorizations, and shall be subject to all ofthe limitations, contained in the following provisions:

  (a)  Any grant may permit the exercise of an AppreciationRight with respect to the value of shares of Common Stock covered by the related Option Rights.
  (b)  Any grant may specify that the amount payable onexercise of an Appreciation Right may be paid by NationalProcessing in cash, in shares of Common Stock or in anycombination thereof, and may either grant to the Optionee orretain in the Board of Directors the right to elect among thosealternatives.
  (c)  Each grant shall provide that the maximum number ofshares of Common Stock deliverable upon exercise of anAppreciation Right may not exceed the number of shares of CommonStock purchasable upon exercise of the related Option Rights.
  (d)  Any grant may specify waiting periods before exerciseand permissible exercise dates or periods. No Appreciation Rightshall be exercisable except at a time when the related OptionRight is also exercisable.
  (e)  Each grant of an Appreciation Right shall be evidencedby an agreement executed on behalf of National City by anyofficer designated by the Board of Directors for this purpose and delivered to and accepted by the Optionee, which agreement shall describe such Appreciation Right, identify the related OptionRights, state that such Appreciation Right is subject to all theterms and conditions of this Plan, including the right of theBoard of Directors to amend, suspend or terminate suchAppreciation Right as set forth in Paragraph 11(c) ofthis Plan, and contain such other terms and provisions,consistent with this Plan, as the Board of Directors may approve(the “Option Agreement”). A failure by the Optionee toexecute and deliver to National Processing the Option Agreementwithin 60 days after the grant of Option Rights may terminate the Option Rights upon the determination of the Board of Directors.
  7.  **Transferability. **Except as otherwiseprovided for by the Board of Directors, no Option Right including any related Appreciation Right shall be transferable by anOptionee other than by will or the laws of descent anddistribution. Unless the Board of Directors directs otherwise,Option Rights and Appreciation Rights shall be exercisable during the Optionee’s lifetime only by the Optionee or by theOptionee’s guardian or legal representative.
  8.  **Adjustments. **The Board of Directors maymake or provide for such adjustments in the maximum numbers andkind of shares of Common Stock specified in Paragraphs3(b) and (c) and 4(c) of this Plan, in the numbers and kind of shares of Common Stock covered by Option Rights andAppreciation Rights granted hereunder, and in the prices pershare applicable under such Option Rights and AppreciationRights, as such Board in its sole discretion, exercised in goodfaith, may determine is equitably required to prevent dilution or enlargement of the rights of Optionees that otherwise wouldresult from any stock dividend, stock split, combination ofshares, recapitalization or other change in the capital structure of National Processing, merger, consolidation, spin-off,reorganization, partial or complete liquidation, issuance ofrights or warrants to purchase securities, or other corporatetransaction or event having an effect similar to any of theforegoing.
  9.  **Fractional Shares. **National Processingshall not be required to issue any fractional share of CommonStock pursuant to this Plan. The Board of Directors may providefor the elimination of fractions or for the settlement offractions in cash.
  10.  **Administration of the Plan.**
  (a)  This Plan shall be administered by the Board ofDirectors, which may from time to time delegate all or any partof its authority under this Plan to a Compensation Committee ofthe Board of Directors, a subcommittee of the CompensationCommittee, or another committee of directors of NationalProcessing appointed by the Board of Directors to serve as thecommittee responsible for administering this Plan (the“Committee”). To the extent of such delegation,references herein to the “Board of Directors” shallinclude the Committee. The Board of Directors may name assistants who may be, but need not be, members of the Committee. Suchassistants shall serve at the pleasure of the

Board of Directors, and shall perform such functions as are provided for herein andsuch other functions as may be assigned by the Board ofDirectors.
  (b)  The interpretation and construction by the Board ofDirectors of any provision of this Plan or of any agreementevidencing the grant of Option Rights or Appreciation Rights andany determination by the Board of Directors pursuant to anyprovision of this Plan or of any such agreement shall be finaland conclusive. No member of the Board of Directors or anyassistant shall be liable for any action taken or omitted inconnection with the interpretation or administration of this Plan or any grant unless attributable to his or her own willfulmisconduct or lack of good faith.
  11.  **Amendments, Etc.**
  (a)  This Plan may be amended from time to time by the Board of Directors but without further approval by the shareholders of National Processing no such amendment shall (i) increasethe maximum numbers of shares of Common Stock specified inParagraphs 3(b) and (c) and 4(c) of this Plan (exceptthat adjustments authorized by Section 8 of this Plan shallnot be limited by this provision), (ii) change thedefinition of “Eligible Employees”, or(iii) materially increase the benefits accruing to Optionees hereunder.
  (b)  Except as provided in Section 8 of the Plan, theCommittee shall not, without the further approval of shareholders of National City, authorize the amendment of any outstandingOption Right to reduce the option price. Furthermore, no Option Rights shall be cancelled andreplaced with awards having a lower option price (except asprovided by Sections 5 and 8 of this Plan) without the furtherapproval of the shareholders of National Processing.
  (c)  The Board of Directors may at any time amend, suspendor terminate any agreement evidencing Appreciation Rights granted under this Plan; in the case of an amendment, the amendedAppreciation Right shall conform to the provisions of this Plan.
  (d)  In the case of any Option or Appreciation Right notimmediately exercisable in full, the Board of Directors in itsdiscretion may accelerate the time at which Option orAppreciation Rights may be exercised.
  12.  **Assumptions.**
  (a)  In the event that a corporation is merged into National Processing, and National Processing is the survivor of suchmerger, the Board of Directors may elect, in its sole discretion, to assume under this Plan any or all outstanding options granted by such corporation to its officers and employees under anystock option plan adopted by it prior to such merger. Suchassumptions shall be on such terms and conditions as the Board of Directors may determine in its sole discretion, provided,however, that the options as assumed do not provide or containany terms, conditions or rights which an Option Right may notprovide or contain under Sections 2 through 10 hereunder.
  13.  **Miscellaneous.**
  (a)  All expenses and costs in connection with the operation of the Plan shall be borne by National Processing.
  (b)  This Plan shall be construed in accordance with andgoverned by the internal substantive laws of the State of Ohio.
  (c)  This Plan shall be binding upon and inure to thebenefit of National Processing, its successors and assigns andeach Participant and his or her beneficiaries, heirs, executors,administrators and legal representatives.