NATIONAL CITY CORP, SC 13D, 1994-08-03

NATIONAL CITY CORP
SC 13D, 1994-08-03
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. . . . .)*

Central Indiana Bancorp
(Name of Issuer)

Common Stock
(Title of Class of Securities)

153672100
(CUSIP Number)

Carlton E. Langer,
National City Corporation, Law Dept.,
P.O. Box 5756, Cleveland, Ohio 44101-0756
(216) 575-3339
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)

July 25, 1994
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following [ ].

Check the following box if a fee is being paid with this statement [x]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).

Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.

____________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

Page 1 of 91
<PAGE> 2
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

CUSIP No. 153672100

1.) Names of Reporting Persons S. S. or I. R. S. Identification Nos. of Above
Persons:

National City Corporation
340420310

2.) Check the Appropriate Box if a Member of a Group (See Instructions)

(a)
----------------------------------------------------------------------

(b)
----------------------------------------------------------------------

3.) SEC Use Only
-------------------------------------------------------------

4.) Source of Funds (See Instructions) WC
---------------------------------------

5.) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
------------------------------------------------------------------

6.) Citizenship or Place of Organization Delaware
-------------------------------------

Number of 7.) Sole Voting Power
Shares ---------------------------------
Beneficially 8.) Shares Voting Power
Owned by -----------------------------
Each Reporting 9.) Sole Dispositive Power
Person With ----------------------------
10.) Shares Dispositive Power
--------------------------

11.) Aggregate Amount Beneficially Owned by Each Reporting Person 0*
------------

12.) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) X
-----------------------------------------------------------------

13.) Percent of Class Represented by Amount in Row (11) 0.2%
-----------------------

14.) Type of Reporting Person (See Instructions) CO
-----------------------------

__________________
* National City Corporation disclaims beneficial ownership or control of
326,000 shares of Ohio Bancorp Common Stock which are the subject of a
Stock Option Agreement which represents 19.9% of the outstanding common
stock.

Page 2 of 91

<PAGE> 3
ITEM 1. SECURITY AND ISSUER
- ----------------------------
Common Stock of Central Indiana Bancorp

ITEM 2. IDENTITY AND BACKGROUND
- --------------------------------
(a) Name: National City Corporation

(b) Residence or business address: National City Corporation
National City Center
1900 East 9th Street
Cleveland, Ohio 44114

(d) No convictions to report.

(e) No civil proceedings to report.

(f) Incorporated under the laws of the state of Delaware, Principal
offices located in Cleveland, Ohio.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ----------------------------------------------------------
National City Corporation would use its working capital funds. See also
the cash option provision in the Stock Option Agreement which is attached
hereto as Exhibit 1.1.

ITEM 4. PURPOSE OF TRANSACTION
- -------------------------------
(b) National City Corporation and Central Indiana Bancorp have entered
into an Agreement and Plan of Merger which is attached hereto as Exhibit
1.2. The Agreement calls for Central Indiana Bancorp to merge into
National City Corporation.

(g) It is anticipated that Central Indiana Bancorp will merge into
National City Corporation with National City Corporation being the
surviving corporation. (See Agreement and Plan of Merger, Exhibit 1.2). At
the effective time of the merger, National City Corporations's Certificate
of Incorporation and Bylaws will control.

(h) At the effective time of the merger of Central Indiana Bancorp into
National City Corporation, Central Indiana Bancorp's stock will be deleted
from the NASDAQ.

(i) See 4(b), 4(g) and 4(h) above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ----------------------------------------------
(a) Currently National City Corporation beneficially owns no shares of
Central Indiana Bancorp's Common Stock, no par value. National City
Corporation holds an option to purchase 326,000 shares of Central Indiana

Page 3 of 91

<PAGE> 4
Bancorp Common Stock, which option is exercisable only upon the occurrence
of certain initial triggering events and subsequent triggering events.
(See the Stock Option Agreement, Exhibit 1.1). The shares subject to such
option represent 19.9% of the issued and outstanding shares of Central
Indiana Bancorp Common Stock. National City hereby specifically disclaims
any current beneficial ownership or control over the shares of Central
Indiana Bancorp Common Stock which are the subject to the Stock Option
Agreement or of Ohio Bancorp.

(c) The Stock Option Agreement by and between National City Corporation
and Central Indiana Bancorp was entered into on July 25, 1994.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
- ------------------------------------------------------
See earlier responses and the Stock Option Agreement attached hereto as
Exhibit 1.1.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- -----------------------------------------
Exhibit 1.1 -- Stock Option Agreement
Exhibit 1.2 -- Agreement and Plan of Merger

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

July 25, 1994 By: /s/ Carlton E. Langer
- ---------------------- ---------------------------------------
Date Signature

Carlton E. Langer
---------------------------------------
Assistant Secretary
---------------------------------------
Name/Title

ATTENTION: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).

[Adopted in Release No. 34-8370 (Paragraph 77,581), July 30, 1968, 33 F.
R. 11016; and amended by Release No. 34-8392 (Paragraph 77,715), August 30,
1968, 33 F. R. 14110; Release No. 34-13291 (Paragraph 80,980) effective August
31, 1977, 42 F. R. 12352; Release No. 34-13787 (Paragraph 81,256), July 21,
1977, 42 F. R. 38347; effectiveness of amendments in Release No. 34-13291
postponed until April 30, 1978 (Paragraph 81,274), 42 F. R. 12352; amended in
Release No. 34-14692 (Paragraph 81,571), effective May 29, 1978, effective
thirty days after publication in the Federal Register, 43 F. R. 55755; amended
in Release No. 34-15457 (Paragraph 81,900), effective for schedules filed on or
after February 14, 1979, 44 F. R. 2145; amended in Release No. 34-16384
(Paragraph 82,373), effective January 7, 1980, 44 F. R. 70326; amended in
Release No. 34-18524 (Paragraph 72,328), effective for all documents filed on or
after May 24, 1982, 47 F. R. 11380.]

Page 4 of 91

<PAGE> 1
cel524.doc
07/22/94

EXHIBIT 1.1

AGREEMENT AND PLAN OF MERGER
----------------------------

by and between

NATIONAL CITY CORPORATION

and

CENTRAL INDIANA BANCORP

dated as of July 25, 1994
<PAGE> 2

INDEX TO DEFINITIONS
--------------------

DEFINITIONS SECTIONS
----------- --------
Acquisition Transaction Section 5.1
Agreement Introduction
Articles of Merger Section 1.2
BHCA Section 3.1
Benefit Agreements Section 3.10
Certificate Section 2.3(a)
Certificate of Merger Section 1.2
Closing Section 6.1
Closing Date Section 6.1
Code Introduction
Commission Section 3.5
Company Introduction
Company Common Stock Section 2.1(a)
Company Contracts Section 4.10
Company Disclosure Letter Section 4.3
Company Employee Plans Section 4.9
Company Meeting Section 5.12
Company Reports Section 4.7
Company Subsidiaries Section 4.4
Consents Section 7.1(c)
Control Section 8.6(a)
DGCL Section 1.1
DPC Shares Section 2.1(a)
ERISA Section 3.9
Effective Time Section 1.2
Environmental Law Section 3.17
Exchange Act Section 3.6
Exchange Agent Section 2.3(a)
FRB Section 3.6
Governmental Entity Section 3.6

<PAGE> 3

DEFINITIONS SECTIONS
- ----------- --------
Hazardous Substance Section 3.17
IC Section 1.1
IRS Section 3.9
Indemnitees Section 5.7
Loan Portfolio Properties and Other
Properties Owned Section 3.17
Market Price Section 8.6(a)
Material Adverse Effect Section 8.6(a)
Merger Section 1.1
Merger Consideration Section 2.1(a)
NCC Introduction
NCC Common Stock Section 2.1(a)
NCC Contracts Section 3.10(c)
NCC Disclosure Letter Section 3.3
NCC Employee Plans Section 3.9
NCC Preferred Stock Section 3.3(a)
NCC Reports Section 3.7
Option Agreement Section 4.3
PBGC Section 3.9
Person Section 8.6(a)
Registration Statement Section 3.5
SBIA Section 3.6
Securities Act Section 3.5
Significant Subsidiaries Section 8.6(a)
Subsidiary Section 8.6(a)
Surviving Corporation Section 1.3
Trust Account Shares Section 2.1(a)

<PAGE> 4

<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
<S> <C>
1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Certificate of Incorporation and By-laws . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Additional Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Assumption of Employee and Director Stock Options . . . . . . . . . . . . . . . . . . . . 4
2.3 Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Exchange Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Notice of Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(d) Right to Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(e) Distribution with Respect to Unexchanged Certificates . . . . . . . . . . . . . . . . . . 6
(f) Voting With Respect to Unexchanged Certificates . . . . . . . . . . . . . . . . . . . . . 6
(g) No Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.4 Closing of the Company's Transfer Books . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.5 Changes in NCC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.3 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.4 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.5 Information in Disclosure Documents, Registration Statement, Etc. . . . . . . . . . . . . . 11
3.6 Consents and Approvals; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.7 Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.9 Employee Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.10 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.11 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.12 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.13 Compliance with Laws and Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.14 Agreements with Bank Regulators, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.15 NCC Ownership of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.16 Material Interests of Certain Persons . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.3 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.4 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.5 Information in Disclosure Documents, Registration Statement, Etc. . . . . . . . . . . . . 21
4.6 Consent and Approvals; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.7 Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.9 Employee Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.10 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
</TABLE>

<PAGE> 5

<TABLE>
<S> <C> <C>
4.11 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.12 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.13 Compliance with Laws and Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.14 Agreements with Bank Regulators, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.15 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.16 Company Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.17 Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.18 Material Interests of Certain Persons . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.19 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.1 Acquisition Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.2 Interim Operations of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(a) Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(b) Articles and By-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(c) Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(d) Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(e) Employee Plans, Compensation, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(f) Certain Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.3 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.4 Access and Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.5 Certain Filings, Consents and Arrangements . . . . . . . . . . . . . . . . . . . . . . . . 37
5.6 Environmental Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.7 Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.8 Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.9 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.10 Stock Exchange Listings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.11 Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.12 Shareholders' Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.13 Tax-Free Reorganization Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.14 Provisions of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.1 The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.2 Documents and Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.1 Conditions to Each Party's Obligations to Effect the Merger . . . . . . . . . . . . . . . 40
7.2 Conditions to Obligation of Company to Effect the Merger . . . . . . . . . . . . . . . . . 42
7.3 Conditions to Obligation of NCC to Effect the Merger . . . . . . . . . . . . . . . . . . . 42
8.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.2 Non-Survival of Representations, Warranties and Agreements . . . . . . . . . . . . . . . . 45
8.3 Waiver and Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.5 Applicable Law; Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.6 Certain Definitions; Headlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.9 Parties in Interest; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.10 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.11 Enforcement of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

<PAGE> 6

AGREEMENT AND PLAN OF MERGER
----------------------------
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 25, 1994
("Agreement"), is made by and between National City Corporation, a Delaware
corporation ("NCC") and Central Indiana Bancorp, an Indiana Corporation
("Company").
WHEREAS, NCC and Company have each determined that it is in the best
interests of their respective stockholders for Company to merge with and into
NCC upon the terms and subject to the conditions set forth herein;
WHEREAS, the Boards of Directors of NCC and Company have approved this
Agreement and the consummation of the transactions contemplated hereby and
approved the execution and delivery of this Agreement;
WHEREAS, for Federal income tax purposes, it is intended that the
merger shall qualify as a reorganization under the provisions of Section 368 of
the Internal Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, as a condition to, and immediately after the execution of
this Agreement, the parties are entering into the Option Agreement (as
hereinafter defined);
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties and agreements contained herein, the parties hereto
hereby agree as follows:

I. THE MERGER
----------
1.1 MERGER. Subject to the terms and conditions of this Agreement,
at the Effective Time (as defined in Section 1.2), Company will be merged with
and into NCC and the separate corporate existence of the Company will
thereupon cease (the "Merger") in accordance with the applicable provisions of
Title 23 of the Indiana Code ("IC") and the Delaware General Corporation Law
("DGCL"). First Federal Savings Bank of Kokomo ("Kokomo"), the Company's
subsidiary, will be merged into National City Bank, Indiana ("NCB") at the
Effective Time or as soon as practicable thereafter.
1.2 EFFECTIVE TIME. As soon as practicable after satisfaction or
waiver of all conditions to the Merger, NCC and Company shall cause a
certificate of merger complying with the requirements of the DGCL (the
"Certificate of Merger") to be filed with the Secretary of State of the State
of Delaware and Articles of Merger to be filed with the Secretary of State of
the State of Indiana ("Articles of Merger") pursuant to IC. The Merger will
become effective at the time the later of the following occurs: (a) the filing
of the Certificate of Merger with the Secretary of State
<PAGE> 7
of the State of Delaware and (b) the filing of the Articles of Merger with the
Secretary of State of the State of Indiana or such later time as shall be
specified in such filings ("Effective Time").
1.3 EFFECT OF MERGER. The Merger will have the effects specified in
IC and DGCL. Without limiting the generality of the foregoing, NCC will be the
surviving corporation in the Merger (sometimes hereinafter referred to as the
"Surviving Corporation") and will continue to be governed by the laws of the
State of Delaware, and the separate corporate existence of NCC and all of its
rights, privileges, powers and franchises, public as well as private, and all
its debts, liabilities and duties as a corporation organized under the DGCL,
will continue unaffected by the Merger.
1.4 CERTIFICATE OF INCORPORATION AND BY-LAWS. The Certificate of
Incorporation and By-laws of NCC in effect immediately prior to the Effective
Time, which shall be in the form set forth in the NCC Disclosure Letter (as
defined below), shall be the Certificate of Incorporation and By-laws of the
Surviving Corporation, unless or until amended in accordance with applicable
law.
1.5 DIRECTORS AND OFFICERS. The directors and officers of NCC
immediately prior to the Effective Time will be the directors and officers,
respectively, of the Surviving Corporation, from and after the Effective Time,
until their successors have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with the terms
of the Surviving Corporation's Certificate of Incorporation and By-laws and the
DGCL.
1.6 ADDITIONAL ACTIONS. If, at any time after the Effective Time,
the Surviving Corporation shall consider or be advised that any further deeds,
assignments or assurances in law or any other acts are necessary or desirable
to (i) vest, perfect or confirm, of record or otherwise, in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of Company, or (ii) otherwise carry out the purposes of
this Agreement, Company and its officers and directors shall be deemed to have
granted to the Surviving Corporation an irrevocable power of attorney to
execute and deliver all such deeds, assignments or assurances in law or any
other acts as are necessary or desirable to (i) vest, perfect or confirm, of
record or otherwise, in the Surviving Corporation its right, title or interest
in, to or under any of the rights, properties or assets of Company or (ii)
otherwise carry out the purposes of this Agreement, Company and its officers
and directors shall be deemed to have granted to the Surviving

-2-
<PAGE> 8

Corporation an irrevocable power of attorney to execute and deliver all such
deeds, assignments or assurances in law and to all acts necessary or proper to
vest, perfect or confirm title to and possession of such rights, properties or
assets in the Surviving Corporation and otherwise to carry out the purposes of
this Agreement, and the officers and directors of the Surviving Corporation are
authorized in the name of Company or otherwise to take any and all such action.

II. CONVERSION OF SHARES
--------------------
2.1 CONVERSION OF SHARES. Subject to Section 2.3, at the Effective
Time,
(a) each then-outstanding share of common stock, no par
value, of Company ("Company Common Stock") other than shares owned by NCC or
any direct or indirect wholly-owned subsidiary of NCC (except that any such
shares of Company Common Stock held in trust accounts, managed accounts or in
any similar manner as trustee or in a fiduciary capacity ("Trust Account
Shares") or acquired in satisfaction of debts previously contracted ("DPC
Shares") shall not be deemed owned by NCC) and other than those shares of
Company Common Stock held in the treasury of the Company, will be canceled,
retired and converted into a right to receive 1.08 shares of common stock, par
value $4.00 per share, of NCC ("NCC Common Stock"). The number of shares of
NCC Common Stock that each share of Company Common Stock will be converted into
is sometimes referred to herein as the "Merger Consideration";
(b) each then-outstanding share of Company Common Stock owned
by NCC or any direct or indirect wholly-owned subsidiary of NCC (except for any
shares that are Trust Account Shares or DPC Shares) will be canceled and
retired;
(c) each share of Company Common Stock issued and held in
Company's treasury will be canceled and retired; and
(d) each share of NCC Common Stock issued and outstanding
immediately prior to the Effective Time shall continue to be an issued and
outstanding share of common stock, par value $4.00 per share, of the
Surviving Corporation from and after the Effective Time.

2.2 ASSUMPTION OF EMPLOYEE AND DIRECTOR STOCK OPTIONS. Except as
expressly provided in this Section 2.2, all rights under any stock option
granted by Company pursuant to Company's Stock Option Plan and Company's 1993
Stock Option Plan (collectively, the "Company Option

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<PAGE> 9

Plans") that remain unexercised immediately prior to the Effective Time
("Unexercised Options") shall be assumed by NCC, but shall thereafter represent
the right to acquire that number of shares of NCC Common Stock to which the
optionee would have been entitled pursuant to the conversion ratio provided for
in Section 2.1(a) if immediately prior to the Merger the optionee had fully
exercised the option and had been a shareholder of record of Company. The
option price of each option shall be adjusted to the extent necessary to assure
that the rights and benefits of the optionee under such option shall not be
increased or decreased by reason of this Section 2.2, and, in addition, each
option which is an incentive stock option shall be adjusted as required by
section 424 of the Code, and the regulations promulgated thereunder so as not
to constitute a modification, extension or renewal of the option within the
meaning of section 424(h) of the Code. On or before the Effective Time NCC
shall file, and maintain the effectiveness of, a registration statement with
the Securities and Exchange Commission covering the Unexercised Options and the
sale of the NCC Common Stock issued upon exercise of Unexercised Options. At
the Effective Time all Company Option Plans shall be terminated with respect to
the granting of any additional options or option rights.
2.3 EXCHANGE OF CERTIFICATES.
(a) EXCHANGE AGENT. Prior to the Effective Time, NCC shall
designate National City Bank to act as exchange agent (the "Exchange Agent")
and Kokomo to act as forwarding agent in connection with the Merger pursuant to
an exchange agent agreement providing for, among other things, the matters set
forth in this Section 2.3. Except as set forth herein, from and after the
Effective Time each holder (other than NCC or any direct or indirect
wholly-owned subsidiary of NCC (except as to Trust Account Shares and DPC
Shares)) of a certificate that immediately prior to the Effective Time
represented outstanding shares of Company Common Stock ("Certificate") shall be
entitled to receive in exchange therefor, upon surrender thereof to the
Exchange Agent, the Merger Consideration for each share of Company Common Stock
so represented by the Certificate surrendered by such holder thereof. The
certificates representing shares of NCC Common Stock which constitute the
Merger Consideration shall be properly issued and countersigned and executed
and authenticated, as appropriate.
(b) NOTICE OF EXCHANGE. Promptly after the Effective Time,
NCC and the Surviving Corporation shall cause the Exchange Agent to mail and/or
make available to each

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<PAGE> 10

record holder of a Certificate a notice and letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificate shall pass, only upon proper delivery of the Certificate to the
Exchange Agent) advising such holder of the effectiveness of the Merger and the
procedures to be used in effecting the surrender of the Certificate for
exchange therefor. Upon surrender to the Exchange Agent of a Certificate,
together with such letter of transmittal duly executed and completed in
accordance with the instructions thereon, and such other documents as may
reasonably be requested, the Exchange Agent shall promptly deliver to the
person entitled thereto the appropriate Merger Consideration for each share of
Company Common Stock so represented by the Certificate surrendered by such
holder thereof, and such Certificate shall forthwith be canceled.
(c) TRANSFER. If delivery of all or part of the Merger
Consideration is to be made to a person other than the person in whose name a
surrendered Certificate is registered, it shall be a condition to such delivery
or exchange that the Certificate surrendered shall be properly endorsed or
shall be otherwise in proper form for transfer and that the person requesting
such delivery or exchange shall have paid any transfer and other taxes required
by reason of such delivery or exchange in a name other than that of the
registered holder of the Certificate surrendered or shall have established to
the reasonable satisfaction of the Exchange Agent that such tax either has been
paid or is not payable.
(d) RIGHT TO MERGER CONSIDERATION. Subject to Subsection
2.3(e), until surrendered and exchanged in accordance with this Section 2.3,
each Certificate shall, after the Effective Time, represent solely the right to
receive the Merger Consideration, multiplied by the number of shares of Company
Common Stock evidenced by such Certificate, together with any dividends or
other distributions as provided in Sections 2.3(e) and 2.3(g), and shall have
no other rights. From and after the Effective Time, NCC and Surviving
Corporation shall be entitled to treat such Certificates that have not yet been
surrendered for exchange as evidencing the ownership of the aggregate Merger
Consideration into which the shares of Company Common Stock represented by such
Certificates may be converted, notwithstanding any failure to surrender such
Certificates. One hundred eighty (180) days following the Effective Time, the
Exchange Agent shall deliver to the Surviving Corporation any shares of NCC
Common Stock and funds (including any interest received with respect thereto)
which NCC has made available

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<PAGE> 11

to the Exchange Agent and which have not been disbursed to holders of
Certificates, and thereafter such holders shall be entitled to look to the
Surviving Corporation (subject to abandoned property, escheat or other similar
laws) with respect to the shares of NCC Common Stock and cash in lieu of
fractional shares deliverable or payable upon due surrender of their
Certificates. Neither Exchange Agent nor any party hereto shall be liable to
any holder of shares of Company Common Stock for any Merger Consideration (or
dividends, distributions or interest with respect thereto) delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar law.
(e) DISTRIBUTION WITH RESPECT TO UNEXCHANGED CERTIFICATES.
Whenever a dividend or other distribution is declared by NCC on the NCC Common
Stock, the record date for which is at or after the Effective Time, the
declaration shall include dividends or other distributions on all shares
issuable pursuant to this Agreement, provided that no dividends or other
distributions declared or made with respect to NCC Common Stock with a record
date that is more than 30 days after the mailing of the Certificate of notice
and letter of transmittal provided for under Subsection 2.3(b) of this
Agreement shall be paid to the holder of any unsurrendered Certificate with
respect to the share of NCC Common Stock represented thereby until the holder
of such Certificate shall surrender such Certificate in accordance with this
Article II. The Surviving Corporation shall pay any dividends or make any
other distributions with a record date prior to the Effective Time which may
have been declared or made by the Company on Company Common Stock in accordance
with the terms of this Agreement on or prior to the Effective Time and which
remain unpaid at the Effective Time.
(f) VOTING WITH RESPECT TO UNEXCHANGED CERTIFICATES. Holders
of unsurrendered Certificates shall be entitled to vote after the Effective
Time at any meeting of NCC stockholders the number of whole shares of NCC
Common Stock represented by such Certificates, regardless of whether such
holders have exchanged their Certificates, provided that no holder of
unsurrendered Certificates may vote at any meeting of NCC stockholders that is
held more than 30 days after the mailing of the Certificate of notice and
letter of transmittal provided for under Subsection 2.3(b) of this Agreement.
(g) NO FRACTIONAL SHARES. No certificates or script
representing fractional shares of NCC Common Stock shall be issued upon the
surrender for exchange of a Certificate or

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<PAGE> 12

Certificates. No dividends or distributions of NCC shall be payable on or with
respect to any fractional share and any such fractional share interest will not
entitle the owner thereof to vote or to any rights of stockholders of NCC. In
lieu of any such fractional shares, holders of Certificates otherwise entitled
to fractional shares shall be entitled to receive promptly from the Exchange
Agent a cash payment in an amount equal to the fraction of such share of NCC
Common Stock to which such holder would otherwise be entitled multiplied by the
Market Price, as defined in Section 8.6(a)(iii).
2.4 CLOSING OF THE COMPANY'S TRANSFER BOOKS. The stock transfer
books of Company shall be closed at the close of business on the business day
immediately preceding the date of the Effective Time. In the event of a
transfer of ownership of Company Common Stock which is not registered in the
transfer records of Company, the Merger Consideration to be distributed
pursuant to this Agreement may be delivered to a transferee, if a Certificate
is presented to the Exchange Agent, accompanied by all documents required to
evidence and effect such transfer and by payment of any applicable stock
transfer taxes. NCC and the Exchange Agent shall be entitled to rely upon the
stock transfer books of Company to establish the identity of those persons
entitled to receive the Merger Consideration specified in this Agreement for
their shares of Company Common Stock, which books shall be conclusive with
respect to the ownership of such shares. In the event of a dispute with
respect to the ownership of any such shares, the Surviving Corporation and the
Exchange Agent shall be entitled to deposit any Merger Consideration
represented thereby in escrow with an independent party and thereafter be
relieved with respect to any claims to such Merger Consideration.
2.5 CHANGES IN NCC COMMON STOCK. If between the date of this
Agreement and the Effective Time, the shares of NCC Common Stock shall be
changed into a different number of shares by reason of any reclassification,
recapitalization, split-up, combination or exchange of shares, or if a stock
dividend thereon shall be declared with a record date within said period, the
Merger Consideration shall be adjusted to reflect such reclassification,
recapitalization, split-up, combination, exchange of shares or stock dividend.

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<PAGE> 13

III. REPRESENTATIONS AND WARRANTIES OF NCC
-------------------------------------
NCC hereby represents and warrants to Company that:
3.1 CORPORATE ORGANIZATION. NCC is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is duly qualified to do business as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the nature of the
business conducted by it makes such qualification necessary, except for such
jurisdictions in which the failure to be so qualified would not have a Material
Adverse Effect. NCC is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended (the "BHCA"). NCC has the requisite
corporate power and authority to own, lease and operate its properties and
assets and to carry on its business as it is now being conducted. NCC has
heretofore delivered to Company true and complete copies of its certificate of
incorporation and by-laws.
3.2 AUTHORITY. Subject to the receiving all applicable regulatory
approvals, NCC has the requisite corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated by this
Agreement. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly approved by the Board of
Directors of NCC. This Agreement has been duly executed and delivered by, and
constitutes a valid and binding obligation of, NCC, enforceable against NCC in
accordance with its terms, except as enforceability thereof may be limited by
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws affecting the enforcement of creditors'
rights generally and except that the availability of the equitable remedy of
specific performance or injunctive relief is subject to the discretion of the
court before which any proceedings may be brought. No other corporate
proceedings on the part of NCC are necessary to authorize this Agreement or to
consummate the transactions so contemplated.
3.3 CAPITALIZATION. As of the date hereof, the authorized capital
stock of NCC consists of 350,000,000 shares of NCC Common Stock and 5,000,000
shares of NCC preferred stock. As of the close of business on July 22, 1994
(i) 150,218,833 shares of NCC Common Stock were validly issued and outstanding,
fully paid and nonassessable and (ii) 757,160 shares of eight percent (8%)
Cumulative Convertible Preferred Stock (issued as 3,785,800 Depositary Shares)

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<PAGE> 14

no par of NCC ("NCC Preferred Stock") were validly issued and outstanding,
fully paid and nonassessable. As of the date hereof, except as set forth in
this Section 3.3, pursuant to the exercise of employee stock options under
NCC's Amended and Restated 1973 Stock Option Plan, as amended, the 1984 Stock
Option Plan, as amended, the 1989 Stock Option Plan and the 1993 Stock Option
Plan, NCC's dividend reinvestment plan, National City Savings and Investment
Plan and stock grants made pursuant to the NCC 1991 Amended and Second Restated
Restricted Stock Plan, or set forth in a disclosure letter executed by NCC and
dated and delivered by NCC to Company as of the date hereof ("NCC Disclosure
Letter"), there are no other shares of capital stock of NCC authorized, issued
or outstanding and there are no outstanding subscriptions, options, warrants,
rights, convertible securities or any other agreements or commitments of any
character relating to the issued or unissued capital stock or other securities
of NCC obligating NCC to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock of NCC or obligating NCC
to grant, extend or enter into any subscription, option, warrant, right,
convertible security or other similar agreement or commitment. As of the date
hereof, except as provided in this Agreement or as set forth in the NCC
Disclosure Letter, there are no voting trusts or other agreements or
understandings to which NCC or any NCC subsidiary (as defined herein) is a
party with respect to the voting of the capital stock of NCC. Except as set
forth in NCC's proxy statement dated March 4, 1994 or in NCC's Disclosure
Letter, NCC knows of no person who owns beneficially or has the right to
acquire more than five percent of the outstanding NCC Common Stock. All of the
shares of NCC Common Stock issuable in exchange for the Company Common Stock at
the Effective Time in accordance with this Agreement and all of the shares of
NCC Common Stock issuable upon exercise of the stock options set forth in
Section 2.2 will be, when so issued, duly authorized, validly issued, fully
paid and nonassessable and will not be subject to preemptive rights.
3.4 SUBSIDIARIES. The name and state of incorporation of each
significant subsidiary (as defined herein) of NCC (collectively, the
"Significant Subsidiaries") is set forth in the NCC Disclosure Letter. Each of
the NCC subsidiaries is a bank or a corporation duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
incorporation or organization and is duly qualified to do business as a foreign
corporation in each jurisdiction in which its ownership or lease of property or
the nature of the business conducted by it makes

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<PAGE> 15

such qualification necessary, except for such jurisdictions in which the
failure to be so qualified would not have a Material Adverse Effect. Each of
NCC's subsidiaries has the requisite corporate power and authority to own,
lease and operate its properties and assets and to carry on its businesses as
they are now being conducted. Except as set forth in the NCC Disclosure
Letter, all outstanding shares of capital stock of each of NCC's subsidiaries
are owned by NCC or another of NCC's subsidiaries and are validly issued, fully
paid and (except pursuant to 12 U.S.C. Section 55 in the case of each national
bank subsidiary and applicable state law in the case of each state bank
subsidiary) nonassessable, are not subject to preemptive rights and are owned
free and clear of all material liens, claims and encumbrances. There are no
outstanding subscriptions, options, warrants, rights, convertible securities or
any other agreements or commitments of any character relating to the issued or
unissued capital stock or other securities of any NCC subsidiary obligating any
of NCC subsidiaries to issue, deliver or sell, or cause to be issued, delivered
or sold additional shares of its capital stock or obligating any of NCC's
subsidiaries to grant, extend or enter into any subscription, option, warrant,
right, convertible security or other similar agreement or commitment.
3.5 INFORMATION IN DISCLOSURE DOCUMENTS, REGISTRATION STATEMENT, ETC.
None of the information with respect to NCC or any of NCC's subsidiaries
provided by NCC for inclusion in the Registration Statement to be filed with
the Securities and Exchange Commission (the "Commission") by NCC on Form S-4
under the Securities Act of 1933, as amended (the "Securities Act"), for the
purpose of registering the shares of NCC Common Stock to be issued in the
Merger (the "Registration Statement") at the time it becomes effective and in
the proxy statement of the Company required to be mailed to its shareholders
("Company Proxy") at the time of mailing such proxy statement, and any
supplement thereto, will contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading. NCC shall notify Company on or before the date
of the Company Meeting if any material fact provided by NCC for inclusion in
the Company Proxy is or becomes untrue or misleading or if additional
information needs to be communicated to Company's shareholders so as to make
any statements concerning NCC, in light of circumstances under which they were
made, not misleading. The Registration Statement will comply as to form in all

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<PAGE> 16

material respects with the provisions of the Securities Act and the rules and
regulations promulgated thereunder.
3.6 CONSENTS AND APPROVALS; NO VIOLATION. Except as set forth in the
NCC Disclosure Letter, neither the execution and delivery of this Agreement by
NCC nor the consummation by NCC of the transactions contemplated hereby will
(a) conflict with or result in any breach of any provision of its certificate
of incorporation or by-laws, (b) violate, conflict with, constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the performance
required by, or result in the creation of any lien or other encumbrance upon
any of the properties or assets of NCC or any of NCC's subsidiaries under any
of the terms, conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, lease, agreement or other instrument or obligation to
which NCC or any of NCC's subsidiaries is a party or to which they or any of
their respective properties or assets are subject, except for such violations,
conflicts, breaches, defaults, terminations, accelerations or creations of
liens or other encumbrances, which are set forth in the NCC Disclosure Letter
or which, individually or in the aggregate, will not have a Material Adverse
Effect or (c) require any consent, approval, authorization or permit of or
from, or filing with or notification to, any court, governmental authority or
other regulatory or administrative agency or commission, domestic or foreign
("Governmental Entity"), except (i) pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act"), and the Securities Act, (ii) filings of the
Certificate of Merger and Articles of Merger, (iii) filings required under the
securities or blue sky laws of the various states, (iv) filings with, and
approval by, the Federal Reserve Board (the "FRB"), (v) filings with, and
approvals by, the Office of Thrift Supervision (the "OTS"), or (vi) consents,
approvals, authorizations, permits, filings or notifications which, if not
obtained or made will not, individually or in the aggregate, have a Material
Adverse Effect.
3.7 REPORTS AND FINANCIAL STATEMENTS. Since January 1, 1990, NCC and
each of NCC's subsidiaries have filed all reports, registrations and
statements, together with any required amendments thereto, that they were
required to file with the Commission under Section 12(b), 12(g), 13(a) or 14(a)
of the Securities Exchange Act of 1934, including, but not limited to Forms
10-K, Forms 10-Q and proxy statements (the "NCC Reports"). NCC has previously
furnished or will promptly furnish Company with true and complete copies of
each of NCC's

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<PAGE> 17

annual reports on Form 10-K for the years 1990 through 1993. As of their
respective dates, the NCC Reports complied with the requirements of the
Commission and did not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstance under which they were made,
not misleading. The audited consolidated financial statements and unaudited
interim financial statements of NCC included in the NCC Reports have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis (except as may be indicated therein or in the notes thereto)
and fairly present the consolidated financial position of NCC and NCC's
subsidiaries as of the dates thereof and the results of their operations and
changes in cash flows for the periods then ended subject, in the case of the
unaudited interim financial statements, to normal year-end and audit
adjustments and any other adjustments described therein. There exist no
material liabilities of NCC and its consolidated subsidiaries, contingent or
otherwise, except as disclosed in the NCC Reports. NCC's reserve for possible
loan losses as shown in its Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 and in NCC's press release dated July 18, 1994
reporting second quarter and first half 1994 earnings were adequate, within the
meaning of generally accepted accounting principles and safe and sound banking
practices.
3.8 TAXES. NCC will promptly make available to Company, upon request
by Company, true and correct copies of the federal, state and local income tax
returns, and state and local property and sales tax returns and any other tax
returns filed by NCC and any of NCC's subsidiaries for each of the fiscal years
that remains open, for examination or assessment of tax. NCC and each NCC
subsidiary have prepared in good faith and duly and timely filed, or caused to
be duly and timely filed, all federal, state, local and foreign income,
estimated tax, withholding tax, franchise, sales and other tax returns or
reports required to be filed by them on or before the date hereof, except to
the extent that all such failures to file, taken together, would not have a
Material Adverse Effect. NCC and each of its subsidiaries have paid, or have
made adequate provision or set up an adequate accrual or reserve for the
payment of, all taxes, shown or required to be shown to be owing on all such
returns or reports, together with any interest, additions or penalties related
to any such taxes or to any open taxable year or period. Except as set forth
in the NCC Disclosure Letter, neither NCC nor any of NCC's subsidiaries has
consented

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<PAGE> 18

to extend the statute of limitations with respect to the assessment of any tax.
Except as set forth in the NCC Disclosure Letter, neither NCC nor any of NCC's
subsidiaries is a party to any action or proceeding, nor is any such action or
proceeding threatened, by any Governmental Entity in connection with the
determination, assessment or collection of any taxes, and no deficiency
notices or reports have been received by NCC or any of NCC's subsidiaries in
respect of any material deficiencies for any tax, assessment, or government
charges.
3.9 EMPLOYEE PLANS. All employee benefit, welfare, bonus, deferred
compensation, pension, profit sharing, stock option, employee stock ownership,
consulting, severance, or fringe benefit plans, formal or informal, written or
oral, and all trust agreements related thereto, relating to any present or
former directors, officers or employees of NCC or its subsidiaries ("NCC
Employee Plans") have been maintained, operated, and administered in
substantial compliance with their terms and currently comply, and have at all
relevant times complied, in all material respects with the applicable
requirements of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), the Code, and any other applicable laws. With respect to each NCC
Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA):
(a) except for recent amendment(s) to the plans not materially affecting the
qualified status of the plans (which are disclosed in the NCC Disclosure
Letter), and except as otherwise set forth in the NCC Disclosure Letter, each
pension plan as amended (and any trust relating thereto) intended to be a
qualified plan under Section 401(a) of the Code either has been determined by
the Internal Revenue Service ("IRS") to be so qualified or is the subject of a
pending application for such determination that was timely filed, (b) there is
no accumulated funding deficiency (as defined in Section 302 of ERISA and
Section 412 of the Code), whether or not waived, and no waiver of the minimum
funding standards of such sections has been requested from the IRS, (c) neither
NCC nor any of its subsidiaries has provided, or is required to provide,
security to any pension plan pursuant to Section 401(a)(29) of the Code, (d)
the fair market value of the assets of each defined benefit plan (as defined in
Section 3(35) of ERISA) exceeds the value of the "benefit liabilities" within
the meaning of Section 4001(a)(16) of ERISA under such defined benefit plan as
of the end of the most recent plan year thereof ending prior to the date
hereof, calculated on the basis of the actuarial assumptions used in the most
recent actuarial valuation for such defined benefit plan as of the date hereof,
(e) no reportable event described in Section 4043 of ERISA for

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<PAGE> 19

which the 30 day reporting requirement has not been waived has occurred, (f)
except as otherwise set forth in the NCC Disclosure Letter, no defined benefit
plan has been terminated, nor has the Pension Benefit Guaranty Corporation
("PBGC") instituted proceedings to terminate a defined benefit plan or to
appoint a trustee or administrator of a defined benefit plan, and no
circumstances exist that constitute grounds under Section 4042(a)(2) of ERISA
entitling the PBGC to institute any such proceedings and (g) no pension plan is
a "multiemployer plan" within the meaning of Section 3(37) of ERISA. Neither
NCC nor any of its subsidiaries has incurred any liability to the PBGC with
respect to any "single-employer plan" within the meaning of Section 4001(a)(15)
of ERISA currently or formerly maintained by any entity considered one employer
with it under Section 4001 of ERISA or Section 414 of the Code, except for
premiums all of which have been paid when due. Neither NCC nor any of its
subsidiaries has waived any withdrawal liability with respect to a
multiemployer plan under Subtitle E of Title IV of ERISA. Neither NCC nor any
of its subsidiaries has any obligations for retiree health and life benefits
under any NCC Employee Plan, except as set forth in the NCC Disclosure Letter.
Other than restrictions under applicable law, there are no restrictions on the
rights of NCC or its subsidiaries to amend or terminate any such NCC Employee
Plan.
3.10 MATERIAL CONTRACTS. Except as set forth in the NCC Disclosure
Letter or disclosed in the NCC Reports filed by NCC with the Commission prior
to the date of this Agreement, neither NCC nor any of its subsidiaries is a
party to, or is bound or affected by, or receives benefits under (a) any
employment, severance, termination, consulting or retirement agreement
(collectively, "Benefit Agreements") providing for aggregate payments to any
person in any calendar year in excess of $500,000, (b) any material agreement,
indenture or other instrument relating to the borrowing of money by NCC or any
of its subsidiaries or the guarantee by NCC or any of its subsidiaries of any
such obligation (other than trade payables and instruments relating to
borrowings or guaranties made in the ordinary course of business) or (c) any
other contract or agreement or amendment thereto that would be required to be
filed as an exhibit to a Form 10-K filed by NCC with the Commission as of the
date of this Agreement (collectively, the "NCC Contracts"). Neither NCC nor
any of NCC's subsidiaries is in default under any NCC Contracts, which default
is reasonably likely to have, either individually or in the aggregate, a
Material Adverse Effect and there has not occurred any event that with the
lapse of time or the giving of

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<PAGE> 20

notice or both would constitute such a default. Neither NCC nor any of NCC's
subsidiaries is a party to, or is bound by, any collective bargaining
agreement, contract, or other agreement or understanding with a labor union or
labor organization, nor is NCC or any of NCC's subsidiaries the subject of a
proceeding asserting that it or any such subsidiary has committed an unfair
labor practice or seeking to compel it or such subsidiary to bargain with any
labor organization as to wages and conditions of employment, nor is there any
strike or other labor dispute involving it or any of its subsidiaries pending
or threatened.
3.11 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in the
NCC Disclosure Letter or disclosed in the NCC Reports filed by NCC with the
Commission prior to the date of this Agreement, since December 31, 1993, there
has not been any change in the financial condition, results of operations or
business of NCC and its subsidiaries which would or in the future will have a
Material Adverse Effect.
3.12 LITIGATION. Except as disclosed in the NCC Reports filed by NCC
with the Commission prior to the date of this Agreement, there is no suit,
action or proceeding pending, or, to the knowledge of NCC, threatened against
or affecting NCC or any of NCC's subsidiaries which, if decided adversely to
NCC, would reasonably be expected to result in a Material Adverse Effect, nor
is there any judgment, decree, injunction, rule or order of any Governmental
Entity or arbitrator, outstanding against NCC or any of NCC's subsidiaries
having, or which, insofar as reasonably can be foreseen, in the future would
have, a Material Adverse Effect.
3.13 COMPLIANCE WITH LAWS AND ORDERS. Except as set forth in the NCC
Disclosure Letter or disclosed in the NCC Reports filed by NCC with the
Commission prior to the date of this Agreement, the businesses of NCC and of
NCC's subsidiaries are not being conducted in violation of any law, ordinance,
regulation, judgment, order, decree, license or permit of any Governmental
Entity (including, without limitation, in the case of NCC's subsidiaries that
are banks, all statutes, rules and regulations pertaining to the conduct of the
banking business and the exercise of trust powers), except for violations which
individually or in the aggregate do not, and, insofar as reasonably can be
foreseen, in the future will not, have a Material Adverse Effect. Except as
set forth in the NCC Disclosure Letter, no investigation or review by any
Governmental Entity with respect to NCC or any of NCC's subsidiaries is pending
or, to the knowledge of NCC, threatened, nor has any Governmental Entity
indicated an intention to

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<PAGE> 21

conduct the same in each case other than those the outcome of which will not
have a Material Adverse Effect.
3.14 AGREEMENTS WITH BANK REGULATORS, ETC. Except as set forth in the
NCC Disclosure Letter, neither NCC nor any NCC subsidiary is a party to any
written agreement or memorandum of understanding with, or a party to any
commitment letter, board resolution or similar undertaking to, or is subject
to any order or directive by, or is a recipient of any extraordinary
supervisory letter from, any Governmental Entity which restricts materially the
conduct of its business, or in any manner relates to its capital adequacy, its
credit or reserve policies or its management, nor has NCC been advised by any
Governmental Entity that it is contemplating issuing or requesting (or is
considering the appropriateness of issuing or requesting) any such order,
decree, agreement, memorandum of understanding, extraordinary supervisory
letter, commitment letter or similar submission. Neither NCC nor any of NCC's
subsidiaries is required by Section 32 of the Federal Deposit Insurance Act to
give prior notice to a Federal banking agency of a proposed addition of an
individual to its board of directors or the employment of an individual as a
senior executive officer.
3.15 NCC OWNERSHIP OF STOCK. As of the date of this Agreement,
neither NCC nor any of its affiliates or associates (i) beneficially owns,
directly or indirectly, or (ii) are parties to any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of,
Company Common Stock (other than Trust Account Shares), which in the aggregate,
represent 5% or more of the outstanding shares of Company Common Stock.
3.16 MATERIAL INTERESTS OF CERTAIN PERSONS. Except as disclosed in
NCC's Proxy Statement for its 1994 Annual Meeting of Stockholders, no officer
or director of NCC, or any "associate" (as such term is defined in Rule 14a-1
under the Exchange Act) of any such officer or director, has any material
interest in any material contract or property (real or personal), tangible or
intangible, used in or pertaining to the business of NCC or any of its
subsidiaries.
3.17 ENVIRONMENTAL MATTERS. For purposes of this Agreement, the
following terms shall have the indicated meanings:
"ENVIRONMENTAL LAW" means any federal, state or local law,
statute, ordinance, rule, regulation, code, license, permit, authorization,
approval, consent, order, judgment, decree, injunction or agreement with any
governmental entity relating to (1) the protection, preservation

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<PAGE> 22

or restoration of the environment (including, without limitation, air, water
vapor, surface water, groundwater, drinking water supply, surface soil,
subsurface soil, plant and animal life or any other natural resource), and/or
(2) the use, storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release or disposal of Hazardous
Substances. The term Environmental Law includes without limitation (1) the
comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 U.S.C. Section 9601, ET SEQ.; the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Section 6901, ET SEQ.; the Clean Air Act,
as amended, 42 U.S.C. Section 7401, ET SEQ.; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. Section 1251, ET SEQ.; the Toxic Substances
Control Act, as amended, 15 U.S.C. Section 9601, ET SEQ.; the Emergency
Planning and Community Right to Know Act, 42 U.S.C. Section 11001, ET SEQ.; the
Safe Drinking Water Act, 42 U.S.C. Section 300f, ET SEQ.; and all comparable
state and local laws, and (2) any common law (including without limitation
common law that may impose strict liability) that may impose liability or
obligations for injuries or damages due to, or threatened as a result of, the
presence of or exposure to any Hazardous Substance.
"HAZARDOUS SUBSTANCE" means any substance presently listed,
defined, designated or classified as hazardous, toxic, radioactive or
dangerous, or otherwise regulated, under any Environmental Law, whether by type
or by quantity, including any material containing any such substance as a
component. Hazardous Substances include without limitation petroleum or any
derivative or by-product thereof, asbestos, radioactive material, and
polychlorinated biphenyls.
"LOAN PORTFOLIO PROPERTIES AND OTHER PROPERTIES OWNED" means
those properties owned or operated by NCC or Company, as the case may be, or
any of their subsidiaries.
Except as set forth in the NCC Disclosure Letter, to the best of its
knowledge, neither NCC nor any of its subsidiaries has been or is in violation
of or liable under any Environmental Law, except any such violations or
liabilities which would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect; to the best of its knowledge,
none of the Loan Portfolio Properties and Other Properties Owned by NCC or its
subsidiaries has been or is in violation of or liable under any Environmental
Law, except any such violations or liabilities which, individually or in the
aggregate would not have a Material Adverse Effect; and to the best of its
knowledge, there are no actions, suits, demands, notices, claims,
investigations

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<PAGE> 23

or proceedings pending or threatened relating to the liability of the Loan
Portfolio Properties and Other Properties Owned by NCC or its subsidiaries
under any Environmental Law, including without limitation any notices, demand
letters or requests for information from any federal or state environmental
agency relating to any such liabilities under or violations of Environmental
Law, except such as would not, individually or in the aggregate have a Material
Adverse Effect.

IV. REPRESENTATIONS AND WARRANTIES OF COMPANY
-----------------------------------------
Company hereby represents and warrants to NCC that:
4.1 CORPORATE ORGANIZATION. Company is a corporation duly organized
and validly existing under the laws of the State of Indiana and is duly
qualified to do business as a foreign corporation in each jurisdiction in which
its ownership or lease of property or the nature of the business conducted by
it makes such qualification necessary, except for such jurisdictions in which
the failure to be so qualified would not have a Material Adverse Effect.
Company is registered as a savings and loan holding company under the Home
Owners' Loan Act of 1933, as amended. Company has the requisite corporate
power and authority to own, lease and operate its properties and assets and to
carry on its business as it is now being conducted. Company has heretofore
delivered to NCC true and complete copies of its Articles of Incorporation and
By-laws.
4.2 AUTHORITY. Company has the requisite corporate power and
authority to execute and deliver this Agreement and, except for any required
approval of Company's shareholders, to consummate the transactions contemplated
by such. The execution and delivery of this Agreement and the consummation of
the transactions contemplated within such documents have been duly approved by
the Board of Directors of Company and no other corporate proceedings on the
part of Company are necessary to authorize this Agreement or to consummate the
transactions so contemplated, subject only to approval by the shareholders of
Company as provided in Section 5.12. This Agreement has been duly executed and
delivered by, and constitutes a valid and binding obligation of, Company,
enforceable against Company in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws

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<PAGE> 24

affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought.
4.3 CAPITALIZATION. As of the date hereof, the authorized capital
stock of Company consists solely of 5,000,000 shares of Company Common Stock
and 2,000,000 shares of preferred stock. As of the close of business on July
22, 1994 1,639,513 shares of Company Common Stock were validly issued and
outstanding, fully paid and nonassessable, and no shares of preferred stock
were issued or outstanding. As of the date of this Agreement except as set
forth in this Section 4.3 or in a disclosure letter executed by Company and
dated and delivered by Company to NCC as of the date hereof ("Company
Disclosure Letter"), and except for a stock option agreement, in the form set
forth in Exhibit A hereto, which the parties contemplate entering into
immediately hereafter ("Option Agreement"), there are no shares of capital
stock of Company authorized, issued or outstanding and there are no outstanding
subscriptions, options, warrants, rights, convertible securities or any other
agreements or commitments of any character relating to the issued or unissued
capital stock or other securities of Company obligating Company to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock of Company or obligating Company to grant, extend or enter into
any subscription, option, warrant, right, convertible security or other similar
agreement or commitment now or in the future. Except as set forth in the
Company Disclosure Letter, there are no voting trusts or other agreements or
understandings to which Company or any of Company's subsidiaries is a party
with respect to the voting of the capital stock of Company.
4.4 SUBSIDIARIES. The Company Disclosure Letter sets forth the name
and state of incorporation of each subsidiary of Company (collectively,
"Company Subsidiaries"). Each of the Company Subsidiaries is a federal savings
bank duly organized, validly existing and in good standing under the laws of
the United States of America or a corporation duly organized and validly
existing under the laws of its jurisdiction of incorporation and is duly
qualified to do business as a foreign corporation in each jurisdiction in which
its ownership or lease of property or the nature of the business conducted by
it makes such qualification necessary, except for such jurisdictions in which
the failure to be so qualified would not have a Material Adverse Effect. Each
of the Company Subsidiaries has the requisite corporate power and authority to
own, lease

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<PAGE> 25

and operate its properties and assets and to carry on its businesses as they
are now being conducted. Except as set forth in the Company Disclosure Letter,
all outstanding shares of capital stock of each Company Subsidiary is owned by
Company or another Company Subsidiary and are validly issued, fully paid and
nonassessable, are not subject to preemptive rights and are owned free and
clear of all liens, claims and encumbrances. There are no outstanding
subscriptions, options, warrants, rights, convertible securities or any other
agreements or commitments of any character relating to the issued or unissued
capital stock or other securities of any Company Subsidiary obligating any
Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered
or sold additional shares of its capital stock or obligating any Company
Subsidiary to grant, extend or enter into any subscription, option, warrant,
right, convertible security or other similar agreement or commitment.
4.5 INFORMATION IN DISCLOSURE DOCUMENTS, REGISTRATION STATEMENT, ETC.
None of the information with respect to Company or any Company Subsidiary
included in the Proxy Statement to be sent to Company's shareholders regarding
this transaction or provided by Company for inclusion in the Registration
Statement will, in the case of the Proxy Statement or any amendments or
supplements thereto, at the time of the mailing of the Proxy Statement and any
amendments or supplements thereto, and at the time of the Company Meeting (as
defined in Section 5.12), or, in the case of the Registration Statement, at the
time it becomes effective, contain any untrue statement of material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading. The Proxy Statement will comply as to form in
all material respects with the provisions of the Exchange Act and the rules and
regulations promulgated thereunder.
4.6 CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the
Company Disclosure Letter neither the execution and delivery of this Agreement
by Company nor the consummation by Company of the transactions contemplated
hereby will (a) conflict with or result in any breach of any provision of its
Articles of Incorporation or By-laws, (b) violate, conflict with, constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in the creation of any lien or other
encumbrance upon any of the properties or assets

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<PAGE> 26

of Company or any of the Company Subsidiaries under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or other instrument or obligation to which Company or
any Company Subsidiary is a party or to which they or any of their respective
properties or assets are subject, except for such violations, conflicts,
breaches, defaults, terminations, accelerations or creations of liens or other
encumbrances, which are set forth in the Company Disclosure Letter or which,
individually or in the aggregate, will not have a Material Adverse Effect or
(c) require any consent, approval, authorization or permit of or from, or
filing with or notification to, any Governmental Entity, except (i) pursuant to
the Exchange Act and the Securities Act, (ii) filing the Certificate of Merger
and the Articles of Merger, (iii) filings required under the securities or blue
sky laws of the various states, (iv) filings with, and approval by, the FRB,
(v) filings with, and approvals by, the OTS, or (vi) consents, approvals,
authorizations, permits, filings or notifications which, if not obtained or
made will not, individually or in the aggregate, have a Material Adverse
Effect.
4.7 REPORTS AND FINANCIAL STATEMENTS. Since July 1, 1991, Company
and each Company Subsidiary have filed all reports, registrations and
statements, together with any required amendments thereto, that they were
required to file with the Commission under Sections 12(b), 12(g), 13(a) or
14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q
and proxy statements (the "Company Reports"). Company has previously furnished
or will promptly furnish NCC with true and complete copies of each of Company
annual reports on Form 10-K for fiscal years ending 1991 through 1993. As of
their respective dates, Company Reports complied with the requirements of the
Commission and did not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstance under which they were made,
not misleading. The audited consolidated financial statements and unaudited
interim financial statements of Company included in the Company Reports have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as may be indicated therein or in the
notes thereto) and fairly present the financial position of Company and Company
Subsidiaries taken as a whole as at the dates thereof and the consolidated
results of their operations and changes in cash flows for the periods then
ended subject, in the case of the unaudited interim financial statements, to
normal year-end and audit

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<PAGE> 27

adjustments and any other adjustments described therein. There exist no
material liabilities of Company and its consolidated subsidiaries, contingent
or otherwise, except as disclosed in the Company Reports. Company's reserve
for possible loan losses as shown in its Annual Report on Form 10-K for the
fiscal year ended September 30, 1993 was adequate, within the meaning of
generally accepted accounting principles and safe and sound banking practices.
4.8 TAXES. Company will promptly make available to NCC, upon request
by NCC, true and correct copies of the federal income tax returns, state income
tax returns, and state sales tax returns filed by Company and Company
Subsidiaries for each of the fiscal years that remains open, as of the date
hereof, for examination or assessment of tax. Company and each Company
Subsidiary have prepared in good faith and duly and timely filed, or caused to
be duly and timely filed, all federal, state, local and foreign income,
franchise, sales and other tax returns or reports required to be filed by them
on or before the date hereof, except to the extent that all failures to file,
taken together, would not have a Material Adverse Effect. Company and each
Company Subsidiary have paid, or have made adequate provision or set up an
adequate accrual or reserve for the payment of, all taxes shown or required to
be shown to be owing on all such returns or reports, together with any
interest, additions or penalties related to any such taxes or to any open
taxable year or period. Except as set forth in the Company Disclosure Letter,
neither Company nor any Company Subsidiary has consented to extend the statute
of limitations with respect to the assessment of any tax. Except as set forth
in the Company Disclosure Letter, neither Company nor any of the Company
Subsidiaries is a party to any action or proceeding, nor is any such action or
proceeding threatened, by any Governmental Entity in connection with the
determination, assessment or collection of any taxes, and no deficiency notices
or reports have been received by Company or any of the Company Subsidiaries in
respect of any material deficiencies for any tax, assessment, or government
charge.
4.9 EMPLOYEE PLANS. Except as set forth in the Company Disclosure
Letter, all employee benefit, welfare, bonus, deferred compensation, pension,
profit sharing, stock option, employee stock ownership, consulting, severance,
or fringe benefit plans, formal or informal, written or oral and all trust
agreements related thereto, relating to any present or former directors,
officers or employees of Company or Company Subsidiaries ("Company Employee
Plans") have been maintained, operated, and administered in substantial
compliance with their terms and currently

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<PAGE> 28

comply, and have at all relevant times complied, in all material respects with
the applicable requirements of ERISA, the Code, and any other applicable laws.
Except as set forth in the Company Disclosure Letter, with respect to each
Company Employee Plan which is a pension plan (as defined in Section 3(2) of
ERISA): (a) except for recent amendment(s) to the plans not materially
affecting the qualified status of the plans (which are disclosed in, and copies
of which are attached to, the Company Disclosure Letter), each pension plan as
amended (and any trust relating thereto) intended to be a qualified plan under
Section 401(a) of the Code either has been determined by the IRS to be so
qualified or is the subject of a pending application for such determination
that was timely filed, (b) there is no accumulated funding deficiency (as
defined in Section 302 of ERISA and Section 412 of the Code) as of June 30,
1993 and, to the Company's knowledge thereafter, whether or not waived, and no
waiver of the minimum funding standards of such sections has been requested
from the IRS, (c) neither Company nor any of the Company Subsidiaries has
provided, or is required to provide, security to any pension plan pursuant to
Section 401(a)(29) of the Code, (d) the fair market value of the assets of each
defined benefit plan (as defined in Section 3(35) of ERISA) exceeds the value
of the "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA
under such defined benefit plan as of June 30, 1993 and to the Company's
knowledge as of June 30, 1994, calculated on the basis of the actuarial
assumptions used in the most recent actuarial valuation for such defined
benefit plan as of the date hereof, (e) no reportable event described in
Section 4043 of ERISA for which the 30 day reporting requirement has not been
waived has occurred, (f) no defined benefit plan has been terminated, nor has
the Pension Benefit Guaranty Corporation ("PBGC") instituted proceedings to
terminate a defined benefit plan or to appoint a trustee or administrator of a
defined benefit plan, and no circumstances exist that constitute grounds under
Section 4042(a)(2) of ERISA entitling the PBGC to institute any such
proceedings and (g) no pension plan is a "multiemployer plan" within the
meaning of Section 3(37) of ERISA. Neither Company nor any Company Subsidiary
has incurred any liability to the PBGC with respect to any "single-employer
plan" within the meaning of action 4001(a)(15) of ERISA currently or formerly
maintained by any entity considered one employer with it under Section 4001 of
ERISA or Section 414 of the Code, except for premiums all of which have been
paid when due. Neither Company nor any of its subsidiaries has incurred any
withdrawal liability with respect to a multiemployer plan under

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<PAGE> 29

Subtitle E of Title IV of ERISA. Neither Company nor any Company Subsidiary
has any obligations for retiree health and life benefits under any Company
Employee Plan, except as set forth in the Company Disclosure Letter. Other
than restrictions under applicable law, there are no restrictions on the rights
of Company or Company Subsidiaries to amend or terminate any such Company
Employee Plan without incurring any liability thereunder.
4.10 MATERIAL CONTRACTS. Except as set forth in the Company
Disclosure Letter or disclosed in the Company Reports filed by Company with the
Commission prior to the date of this Agreement, neither Company nor any Company
Subsidiary is a party to, or is bound or affected by, or receives benefits
under (a) any Benefit Agreements providing for aggregate payments to any person
in any calendar year in excess of $100,000 (b) any material agreement,
indenture or other instrument relating to the borrowing of money by Company or
any Company Subsidiary or the guarantee by Company or any Company Subsidiary of
any such obligation (other than trade payables and instruments relating to
transactions entered into in the ordinary course of business) or (c) any other
contract or agreement or amendment thereto that would be required to be filed
as an exhibit to a Form 10-K filed by Company with the Commission as of the
date of this Agreement (collectively, the "Company Contracts"). Neither
Company nor any Company Subsidiary is in default under any Company Contract,
which default is reasonably likely to have, either individually or in the
aggregate, a Material Adverse Effect, and there has not occurred any event that
with the lapse of time or the giving of notice or both would constitute such a
default. Neither Company nor any Company Subsidiary is a party to, or is bound
by, nor is any person seeking to require the Company to enter into any
collective bargaining agreement, contract, or other agreement or understanding
with a labor union or labor organization, nor is Company or any Company
Subsidiary the subject of a proceeding asserting that Company or any Company
Subsidiary has committed an unfair labor practice or seeking to compel Company
or any Company Subsidiary to bargain with any labor organization as to wages
and/or conditions of employment, nor is there any strike or other labor
dispute involving Company or any Company Subsidiary pending or threatened.
4.11 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in the
Company Disclosure Letter or disclosed in Company Reports filed by Company with
the Commission prior to the date of this Agreement, since September 30, 1993,
there has not been any change in the

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financial condition, results of operations or business of Company and Company
Subsidiaries which would or insofar as reasonably can be foreseen in the future
will have a Material Adverse Effect.
4.12 LITIGATION. Except as set for in the Company Disclosure Letter
or disclosed in Company Reports filed by Company with the Commission prior to
the date of this Agreement, there is no suit, action or proceeding pending, or,
to the knowledge of Company, threatened against or affecting Company or any
Company Subsidiary which, if determined adversely to Company, would be
reasonably expected to have a Material Adverse Effect, nor is there any
judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator, outstanding against Company or any Company Subsidiary having, or
which, insofar as reasonably can be foreseen, in the future would have, a
Material Adverse Effect.
4.13 COMPLIANCE WITH LAWS AND ORDERS. Except as set forth in the
Company Disclosure Letter or as disclosed in Company Reports filed by Company
with the Commission prior to the date of this Agreement, the businesses of
Company and Company Subsidiaries are not being conducted in violation of any
law, ordinance, regulation, judgment, order, decree, license or permit of any
Governmental Entity (including, without limitation, in the case of Company
Subsidiaries that are savings banks, all statutes, rules and regulations
pertaining to the conduct of the savings bank business), except for violations
which individually or in the aggregate do not, and, insofar as reasonably can
be foreseen, in the future will not, have a Material Adverse Effect. Except as
set forth in the Company Disclosure Letter, no investigation or review by any
Governmental Entity with respect to Company or any Company Subsidiary is
pending or, to the knowledge of Company, threatened, nor has any Governmental
Entity indicated an intention to conduct the same in each case other than those
the outcome of which will not have a Material Adverse Effect.
4.14 AGREEMENTS WITH REGULATORS, ETC. Neither Company nor any Company
Subsidiary is a party to any written agreement or memorandum of understanding
with, or a party to any commitment letter, board resolution or similar
undertaking to, or is subject to any order or directive by, or is a recipient
of any extraordinary supervisory letter from, any Governmental Entity which
restricts materially the conduct of its business, or in any manner relates to
its capital adequacy, its credit or reserve policies or its management, except
for those the existence of which

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<PAGE> 31

has been disclosed in the Company Disclosure Letter, nor has Company been
advised by any Governmental Entity that it is contemplating issuing or
requesting (or is considering the appropriateness of issuing or requesting) any
such order, decree, agreement, memorandum of understanding, extraordinary
supervisory letter, commitment letter or similar submission, except as set
forth in the Company Disclosure Letter. Except as set forth in the Company
Disclosure Letter, neither Company nor any Company Subsidiary is required by
Section 32 of the Federal Deposit Insurance Act to give prior notice to a
Federal banking agency of a proposed addition of an individual to its board of
directors or the employment of an individual as a senior or executive officer.
4.15 FEES. Except for fees paid and payable to McDonald & Company
Securities, Inc. in an amount heretofore disclosed to NCC and usual, customary
and reasonable attorney's and accountant's fees, neither Company nor any
Company Subsidiary has paid or will become obligated to pay any fee or
commission to any broker, finder or intermediary in connection with the
transactions contemplated by this Agreement.
4.16 COMPANY ACTION. The Board of Directors of Company (at a meeting
duly called and held) has by the requisite vote of all directors present (a)
determined that the Merger is advisable and in the best interests of Company
and its shareholders, (b) approved this Agreement and the transactions
contemplated hereby, including the Merger, and (c) has directed that the Merger
be submitted for consideration by the Company's shareholders at the Company
Meeting.
4.17 VOTE REQUIRED. The affirmative votes of the holders of a
majority of the outstanding shares of Company Common Stock entitled to vote
thereon are the only votes of the holders of any class or series of Company
capital stock necessary to approve the deletion of Article 11 of the Company's
Articles of Incorporation and this Agreement and the transactions contemplated
by the Agreement.
4.18 MATERIAL INTERESTS OF CERTAIN PERSONS. Except as disclosed in
Company's Proxy Statement for its 1993 Annual Meeting of Shareholders or as set
forth in the Company Disclosure Letter, no officer or director of Company, or
any "associate" (as such term is defined in Rule 14a-1 under the Exchange Act)
of any such officer or director, has any material interest in any material
contracts or property (real or personal), tangible or intangible, used in or
pertaining to the business of Company or any Company Subsidiaries.

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4.19 ENVIRONMENTAL MATTERS. Except as set forth in the Company's
Disclosure Letter, to the best of its knowledge, neither Company nor any of its
subsidiaries has been or is in violation of or liable under any Environmental
Law, except any such violations or liabilities which would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect;
to the best of its knowledge, none of the Loan Portfolio Properties and Other
Properties Owned by Company or Company Subsidiaries has been or is in violation
of or liable under any Environmental Law, except any such violations or
liabilities which, individually or in the aggregate would not have a Material
Adverse Effect; and to the best of its knowledge, there are no actions, suits,
demands, notices, claims, investigations or proceedings pending or threatened
relating to the liability of the Loan Portfolio Properties and Other Properties
Owned by Company or its subsidiaries under any Environmental Law, including
without limitation any notices, demand letters or requests for information from
any federal or state environmental agency relating to any such liabilities
under or violations of Environmental Law, except such as would not,
individually or in the aggregate have a Material Adverse Effect.

V. COVENANTS
---------
5.1 ACQUISITION PROPOSALS. Each of Company and Company Subsidiaries
shall not, directly or indirectly, and shall instruct and otherwise use its
best efforts to cause their respective officers, directors, employees, agents
or advisors or other representatives or consultants not to, directly or
indirectly, (i) solicit or initiate any proposals or offers from any person
relating to any acquisition or purchase of all or a material amount of the
assets of, or any securities of, or any merger, consolidation or business
combination with, Company or any of the Company Subsidiaries (such transactions
are referred to herein as "Acquisition Transactions") or (ii) except to the
extent that the Board is required, in a written opinion of counsel to the
Board, in the exercise of its fiduciary duties in accordance with applicable
law, to participate in any discussions or negotiations regarding, or furnish to
any other person any information with respect to, an Acquisition Transaction;
PROVIDED, HOWEVER, that nothing contained in this Section 5.1 shall restrict or
prohibit any disclosure by Company that is required in any document to be filed
with the Commission after the date of this Agreement or any disclosure that, in
the written

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opinion of counsel to the Board of Directors of the Company, is otherwise
required under applicable law. Company will immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing. Company
will notify NCC immediately if any such inquiries or proposals are received by,
any such information is requested from, or any such negotiations or discussions
are sought to be initiated or continued with Company.
5.2 INTERIM OPERATIONS OF COMPANY. During the period from the date
of this Agreement to the Effective Time, except as specifically contemplated by
this Agreement, set forth in the Company Disclosure Letter or as otherwise
approved expressly in writing by NCC (which approval will not be unreasonably
withheld):
(a) CONDUCT OF BUSINESS. Company shall, and shall cause each
of the Company Subsidiaries to, conduct their respective businesses only in,
and not take any action except in, the ordinary course of business consistent
with safe and sound banking practices. Company shall use reasonable efforts to
preserve intact the business organization of Company and each of the Company
Subsidiaries, to keep available the services of its and their present key
officers and employees and to preserve the goodwill of those having business
relationships with Company or Company Subsidiaries. Other than in the ordinary
course of business consistent with past practice, Company shall not incur any
indebtedness for borrowed money (other than short-term indebtedness incurred to
refinance short-term indebtedness and indebtedness of Company or any Company
Subsidiary; it being understood and agreed that incurrence of indebtedness in
the ordinary course of business shall include, without limitation, the creation
of deposit liabilities, purchases of federal funds, sales of certificates of
deposit and entering into repurchase agreements), assume, guarantee, endorse or
otherwise as an accommodation become responsible for the obligations of any
other individual, corporation or other entity, or make any loan or advance
other than in the ordinary course of business consistent with past practice;
(b) ARTICLES AND BY-LAWS. Except as otherwise provided
herein, Company shall not and shall not permit any Company Subsidiary to make
any change or amendment to its or their respective articles of incorporation or
by-laws (or comparable governing instruments).
(c) CAPITAL STOCK. Except pursuant to the exercise of stock
options outstanding as of the date hereof under the Company's Option Plans,
Company shall not, and shall not permit

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any Company Subsidiary to, issue or sell any shares of capital stock or any
other securities of any of them or issue any securities convertible into or
exchangeable for, or options, warrants to purchase, scrip, rights to subscribe
for, calls or commitments of any character whatsoever relating to, or enter
into any contract, understanding or arrangement with respect to the issuance
of, any shares of capital stock or any other securities of any of them or enter
into any arrangement or contract with respect to the purchase or voting of
shares of their capital stock, or adjust, split, combine or reclassify any of
their capital stock or other securities or make any other changes in their
capital structures. Neither Company nor any Company subsidiary shall grant any
additional stock options under any Company Option Plans.
(d) DIVIDENDS. Company shall not and shall not permit any
Company Subsidiary to, declare, set aside, pay or make any dividend or other
distribution or payment (whether in cash, stock or property) with respect to,
or purchase or redeem, any shares of the capital stock of any of them other
than (a) regular quarterly cash dividends in an amount not to exceed $0.1275
per share of Company Common Stock for the September 30, 1994 quarter, not to
exceed $0.1325 per share of Company Common Stock for the December 31, 1994
quarter and not to exceed $0.1375 per share of Company Common Stock for the
March 31, 1995 quarter and any other quarter preceding the Closing Date and (b)
dividends paid by any Company Subsidiary to another Company Subsidiary or
Company with respect to its capital stock between the date hereof and the
Effective Time. It is agreed by the parties hereto that they will cooperate to
assure that, during any quarter, there shall not be a duplication of nor
omission of payment of dividends to shareholders of Company.
(e) EMPLOYEE PLANS, COMPENSATION, ETC. Except as permitted
by Section 5.3(b) hereof, the Company shall not permit any Company Subsidiary
to adopt or amend (except as required by law) any bonus, profit sharing,
compensation, severance, termination, stock option, pension, retirement,
deferred compensation, employment, welfare benefit, or other employee benefit
agreements, trusts, plans or other arrangements for the benefit or welfare of
any director, officer, or employee, or (except for normal merit increases in
the ordinary course of business consistent with past practice) increase the
compensation or fringe benefits of any director, officer or employee or pay any
benefit not required by any existing plan or arrangement (including, without
limitation, the granting of stock options or stock appreciation rights) or take
any action

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or grant any benefit not required under the terms of any existing agreements,
trusts, plans, funds or other such arrangements or enter into any contract,
agreement, commitment or arrangement to do any of the foregoing.
(f) CERTAIN POLICIES. Company shall use its best efforts to
modify and change its loan, litigation and real estate valuation policies and
practices (including loan classifications and level of reserves) prior to the
Effective Time so as to be consistent on a mutually satisfactory basis with
those of NCC and generally accepted accounting principles. Company shall not
be required to modify or change any such policies or practices, however, until
(i) such time as NCC acknowledges that all conditions to its obligation to
consummate the Merger set forth in Sections 7.1 and 7.3 have been waived or
satisfied, and (ii) immediately prior to the Effective Time. Company's
representations, warranties or covenants contained in this Agreement shall not
be deemed to be untrue or breached in any respect for any purpose as a
consequence of any such modifications or changes.
5.3 EMPLOYEE MATTERS. (a) VESTED BENEFITS. Surviving Corporation
agrees that it shall honor, on and after the Effective Time, without deduction,
counterclaims, interruptions or deferment (other than withholding under
applicable law), all vested benefits under all Company Employee Benefit Plans.
Nothing in this subsection shall preclude the alienation of vested benefits
under a Company Employee Benefit Plan pursuant to the terms of a Qualified
Domestic Relations Order within the meaning of Section 414(p) of the Code.
Surviving Corporation agrees that any deferred directors' fees held in an
account for Fred McClung or Stephen A. Kiley pursuant to the Unfunded Deferred
Compensation Plan for Directors of Kokomo (the "Plan") at the Effective Date
shall continue to be held under the Plan and to accrue interest as provided in
the Plan until paid out under the terms of the Plan. In Mr. Kiley's case,
those fees shall become payable when he ceases to be an advisory director of
NCB.
(b) EMPLOYMENT CONTRACTS. Effective as of the Effective
Time, NCB will assume and NCC shall guarantee the employment agreements between
Kokomo and Robert J. Heltzel, Donald L. McCauley, Timothy A. Renie and James E.
Fritz for the balance of their terms and NCC will guarantee the obligations of
NCB resulting from such assumption, but, irrespective of continued employment,
such employment agreements shall not be renewed after the Closing. The
employment agreements with Donald L. McCauley and James E. Fritz will be
extended

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<PAGE> 36

before the Effective Time, so that at the Effective Time the terms of the
employment agreements will end on the following dates for the following
employees: Robert J. Heltzel (June 30, 1997); Donald L. McCauley (June 30,
1997); Timothy A. Renie (June 30, 1997); and James E. Fritz (June 30, 1997).
(c) OBLIGATIONS TO FORMER OFFICERS, DIRECTORS AND EMPLOYEES
OF FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PERU ("PERU"). Upon the
Effective Time, NCB shall assume, and NCC shall guarantee, all obligations of
Company and Kokomo to former officers, directors and employees of Peru, and
their spouses, set forth in the Merger Agreement dated September 8, 1993,
between Company, Kokomo and Peru concerning, among other things, the creation
and continuation of an advisory board of directors comprised of former Peru
directors until the death of such persons, the provision of group medical
insurance to former Peru advisory directors, directors, employees and retirees
and their spouses, and the provision of life insurance to former directors,
officers and employees of Peru for such periods and in such amounts and subject
to such terms as are provided for in that Merger Agreement, as though NCB were
a party thereto.
(d) FRED MCCLUNG. Upon consummation of the merger of
Kokomo into NCB, Fred McClung, an advisory director of Kokomo, shall be
appointed as an advisory director of NCB and shall remain such until December
31, 1995. While he serves as such advisory director, he shall continue to
receive fees equal to 90% of the advisory director fees to be paid to existing
directors of the Company pursuant to subparagraph (e) hereof.
(e) ADVISORY DIRECTORS. Upon consummation of the merger
of Kokomo into NCB, each of the current directors of the Company shall be
appointed an advisory director of NCB's Logansport, Kokomo and Peru branch
operations and shall continue to serve in such capacity as long as they are
willing to do so, and as long as they are physically and mentally fit for such
purposes, until they reach age 70. As such advisory directors, they will be
paid fees equal to those fees they are receiving as directors of Kokomo as of
the date hereof, subject to inflationary or merit increases which shall be made
at the discretion of NCB.
(f) FINANCIAL INSTITUTIONS RETIREMENT PLAN. (i) Kokomo's
Financial Institutions Retirement Fund (the "Company Retirement Plan") will be
terminated and frozen as of the Effective Time, and all accrued benefits of
participants in that Company Retirement Plan shall

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<PAGE> 37

thereupon be fully vested and shall become payable at the times and in the
amounts provided for under that Plan. All Company and Company Subsidiary
employees as of the Effective Time will be entitled to become eligible to
participate in NCC's retirement plan, receiving credit for past service with
the Company and Company Subsidiaries for vesting and eligibility purposes under
the NCC retirement plan.
(ii) There are twelve (12) employees
of Kokomo listed on the Disclosure Schedule who have attained age 55 and have
at least 15 years of service with the Company or Company Subsidiaries. Except
as provided below, NCC agrees to provide such employees with a cash payment
equal to the actuarial equivalent present value of the increased benefits which
such employees would have received under the Company Retirement Plan had it
remained in effect for that three (3) year period following the Effective Time
(taking into account any cost of living payments which would have accrued with
respect to the increased payments provided for in the Company Retirement Plan).
Such actuarial equivalent present values shall be calculated using the
actuarial factors set forth under the NCC retirement plan and shall be
determined using such employees' actual compensation earned prior to the
Effective Time together with compensation at the rate in effect as of the
Effective Time projected for the three (3) year period. Such amounts shall be
offset by similar actuarial equivalent present values of the projected accrued
benefit under the NCC retirement plan for such three (3) year period. Any cash
payment under this paragraph (f)(ii) shall be paid as soon as practicable
following the Effective Time. Notwithstanding anything in this paragraph to
the contrary, any additional benefit to be provided to Robert J. Heltzel or
Donald L. McCauley under this paragraph (f)(ii) may be provided through an
unfunded non-qualified retirement plan.
(g) SEVERANCE. Any employees of the Company or Kokomo
who are not retained in their current positions with the Company by NCC
following the Merger will, to the extent appropriate positions are available,
be offered, on the same basis as are employees of NCC generally, appropriate
employment opportunities at office and branch locations of NCB in the

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<PAGE> 38

State of Indiana, including, without limitation, those in Logansport and
Indianapolis. Any Company or Kokomo employees not retained by NCC or its
subsidiaries following the Merger shall be entitled to severance pay pursuant
to NCC's severance pay program, a copy of which has been set forth in the NCC
Disclosure Letter.
(h) GROUP INSURANCE. Except as otherwise inconsistent with
any other provision herein, as of an appropriate time after the Effective Time,
Kokomo's group insurance program for health, life, dental, and accident and
disability insurance will be terminated and former Company or Company
Subsidiary employees, and present and (to the extent employed by Kokomo on a
full time basis on August 17, 1992) future retirees shall be eligible to
participate in NCC's comparable welfare benefits program. To the extent that
the cost on the part of employees for such coverage is greater under the NCC
plan than under Kokomo's plan, NCC shall consider making appropriate salary
increases for former Company or Company Subsidiary employees to compensate for
such increased cost, assuming such increased salaries would be consistent and
comparable to those paid by NCC to its similarly situated employees. To the
extent that the Company or Company Subsidiaries may be obligated to present or
future retirees under its "85 point rule" program as adopted by the Kokomo's
Board of Directors resolution on June 20, 1978 and as subsequently modified by
the Kokomo's Board of Directors resolution on August 18, 1992 and by its board
action on September 15, 1992, and as in effect at the Effective Time, NCC shall
be similarly obligated. Otherwise, and except as otherwise provided in section
5.3(c) herein, NCC shall retain all rights to modify, change or terminate any
of its welfare benefits programs, assuming any such modification, charge or
termination applies to NCB employees generally.
(i) THRIFT PLAN. Kokom's Financial Institutions Thrift
Plan ("Thrift Plan") shall be terminated and frozen at the Effective Time or
shortly thereafter. Upon the termination of the Thrift Plan, participant
accounts will become fully vested, and participants will have the opportunity
to roll their accounts into the NCC 401(k) Savings and Investment Plan (the
"NCC Savings Plan") or may elect to continue participation in the frozen Thrift
Plan. The NCC

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<PAGE> 39

Savings Plan shall be amended to provide credit for past service for vesting
and eligibility purposes for such participants' employment with the Company and
Company Subsidiaries through the Effective Time.
(j) STOCK PURCHASE PLAN. The Company's Employee Stock
Purchase Plan will be terminated at the Effective Time or shortly thereafter,
and the payout of benefits shall be in accordance with its terms.
(k) GENERAL. Upon and after the Merger and except as
otherwise provided herein, Company and Company Subsidiary employees shall be
provided direct compensation and fringe benefits, including NCC's "Flex"
program and 401(k) Savings and Investment Plan, health and welfare benefits,
vacation benefits and severance arrangements on terms and conditions no less
favorable than those benefits provided to other employees of NCB. Company and
Company Subsidiary employees shall be eligible for "core" benefits under the
NCC "Flex" program as of the date of the merger of Kokomo into NCB and for
"non-core" benefits on the first reasonably available enrollment date
thereafter occurring after the merger.
5.4 ACCESS AND INFORMATION. Upon reasonable notice, each of the
parties shall (and shall cause each of the parties' subsidiaries to) afford to
the other parties and their representatives (including, without limitation,
directors, officers and employees of the parties and their affiliates, and
counsel, accountants and other professionals retained) such access during
normal business hours throughout the period prior to the Effective Time to the
books, records (including, without limitation, tax returns and work papers of
independent auditors), properties, personnel and to such other information as
any party may reasonably request; PROVIDED, HOWEVER, that no party shall be
required to provide access to any such information if the providing of such
access (i) would be reasonably likely, in the written opinion of counsel, to
result in the loss or impairment of any privilege generally recognized under
law with respect to such information or (ii) would be precluded by any law,
ordinance, regulation, judgment, order, decree, license or permit of any
Governmental Entity. All information furnished by one party to any of the
others in connection with this Agreement or the transactions contemplated
hereby shall be kept confidential by such other party (and shall be used by it
only in connection with this Agreement and the transactions contemplated
thereby) except to the extent that such information already is known to such
other

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<PAGE> 40

party and (a) was when received from a source not known by the receiving party
to be under an obligation of confidentiality, (b) thereafter becomes lawfully
obtainable from other sources or (c) is required to be disclosed in any
non-confidential document filed with the Commission, the FRB, the Department of
Justice or any other agency or government entity. In the event that the
transactions contemplated by this Agreement shall fail to be consummated, each
party shall promptly cause all copies of documents or extracts thereof
containing information and data as to another party hereto to be returned to
the party which furnished the same.
5.5 CERTAIN FILINGS, CONSENTS AND ARRANGEMENTS. NCC and Company
shall (a) as soon as practicable make any required filings and applications
required to be filed with Governmental Entities between the date of this
Agreement and the Effective Time, (b) cooperate with one another (i) in
promptly determining whether any other filings are required to be made or
consents, approvals, permits or authorizations are required to be obtained
under any other relevant federal, state or foreign law or regulation and (ii)
in promptly making any such filings, furnishing information required in
connection therewith and timely seeking to obtain any such consents, approvals,
permits or authorizations and (c) deliver to the other parties to this
Agreement copies of the publicly available portions of all such reports
promptly after they are filed.
5.6 ENVIRONMENTAL SURVEY. In the event NCC elects to conduct, or
have conducted on its behalf, an environmental review, study, survey or
assessment to verify the representations and warranties given by Company with
respect to Environmental Matters referred to in Section 4.19 of this Agreement,
such environmental review, study, survey or assessment shall be completed, and
all reports and findings related thereto shall be disclosed to Company within
45 days of the date hereof. Nothing in this Section, however, is intended to
be a limit or a waiver of the representation and warranty contained in Section
4.19 and such representation and warranty shall be true at the date hereof and
at the Effective Time.
5.7 INDEMNIFICATION AND INSURANCE. From and after the Effective
Time, NCC will assume and honor any obligation as provided for and permitted by
applicable federal and state law the Company had immediately prior to the
Effective Time with respect to the indemnification of each person who is now,
or has been at any time prior to the date hereof or who becomes prior to the
Effective Time, a director or officer of Company or any Company Subsidiary or
was serving

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<PAGE> 41

at the request of Company as a director or officer of any domestic or foreign
corporation joint venture, trust, employee benefit plan or other enterprise
(collectively, the "Indemnitees") arising out of Company's Articles of
Incorporation or By-Laws or any indemnification (to the maximum extent
available thereunder and permitted by applicable law or regulation) against any
and all losses in connection with or arising out of any claim which is based
upon, arises out of or in any way relates to any actual or alleged act or
omission occurring at or prior to the Effective Time in the Indemnitee's
capacity as a director or officer (whether elected or appointed), of Company
or any Company Subsidiary. Moreover, indemnification of employees and
directors of the Company and its subsidiaries following the Effective Time will
be provided to the same extent it is provided to other persons working in
similar capacities for NCB following the Closing. This Section 5.7 will be
construed as an agreement, as to which the Indemnitees are intended to be
third-party beneficiaries. NCC shall for a period of at least two years
provide to the officers and directors of the Company directors and officers
insurance coverage (up to $20,000,000) with respect to claims not known by the
Company prior to the Effective Time but which arise from factors or events
which ocurred before the Effective Time. Following the Effective Time, NCB
will provide any Company and Company Subsidiary employees who become officers
of NCB with the same directors and officers liability insurance coverage that
NCB provides to other officers of NCB.
5.8 PUBLICITY. The initial press release announcing this Agreement
shall be a joint press release and thereafter Company and NCC shall consult
with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and in making
any filings with any Governmental Entity or with any national securities
exchange with respect thereto.
5.9 REGISTRATION STATEMENT. NCC shall prepare and file the
Registration Statement with the Commission as soon as is reasonably practicable
and shall use all reasonable efforts to have the Registration Statement
declared effective by the Commission as promptly as practicable and to maintain
the effectiveness of such Registration Statement. NCC shall also take any
action required to be taken under state blue sky or securities laws in
connection with the issuance of the NCC Common Stock pursuant to the Merger,
and Company shall furnish NCC all information

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concerning Company and the holders of its capital stock and shall take any
action as NCC may reasonably request in connection with any such action.
5.10 STOCK EXCHANGE LISTINGS. NCC shall use its best efforts to list
on the New York Stock Exchange, upon official notice of issuance, the NCC
Common Stock to be issued pursuant to the Merger.
5.11 PROXY. As soon as practicable after the date hereof, Company
shall prepare the Proxy Statement, file it with the Commission, respond to
comments of the Staff of the Commission, clear the Proxy Statement with the
Staff of the Commission and promptly thereafter mail the Proxy Statement to all
holders of shares of Company Common Stock. NCC and Company shall cooperate
with each other in the preparation of the Proxy Statement.
5.12 SHAREHOLDERS' MEETING. Company shall take all action necessary,
in accordance with applicable law and its Articles of Incorporation and
By-Laws, to convene a meeting of the holders of Company Common Stock (the
"Company Meeting") as promptly as practicable for the purposes of considering
and taking action upon (a) a proposal to amend the Articles of Incorporation of
the Company to delete Article 11 (the "Articles Amendment") and (b) this
Agreement and the transactions contemplated hereby. The Board of Directors of
Company shall recommend that the holders of the Company Common Stock (a) vote
in favor of and approve the adoption of the Articles Amendment and (b) vote in
favor and approve the Merger and this Agreement at the Company Meeting.
5.13 TAX-FREE REORGANIZATION TREATMENT. Neither NCC nor Company shall
intentionally take or cause to be taken any action, whether before or after the
Effective Time, which would disqualify the Merger as a "reorganization" within
the meaning of Section 368 of the Code.
5.14 PROVISIONS OF SHARES. NCC shall issue and provide the shares of
NCC Common Stock deliverable upon the conversion of the Company Common Stock
pursuant to this Agreement and the Plan of Merger, and will provide the cash to
be paid in lieu of fractional shares of NCC Common Stock as provided in
Subsection 2.3(g).

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VI. CLOSING MATTERS
---------------
6.1 THE CLOSING. Subject to satisfaction or waiver of all conditions
precedent set forth in Article VII of this Agreement, the closing ("Closing")
shall take place at NCC's corporate offices in Cleveland, Ohio or at such other
location as is mutually agreeable to the parties and on a date ("Closing Date")
which is the first business day after the later of:
(a) the first date on which the Merger may be consummated in
accordance with the approvals of any Governmental Entities, or
(b) the date the required approvals of Company's shareholders
have been obtained,
If all conditions are determined to be satisfied in all material
respects (or are duly waived) at the Closing, the Closing shall be consummated
by the making of all necessary filings required by all Governmental Entities.
6.2 DOCUMENTS AND CERTIFICATES. NCC and Company shall use their
respective best efforts, on or prior to Closing, to execute and deliver all
such instruments, documents or certificates as may be necessary or advisable,
on the advice of counsel, for the consummation at the Closing of the
transactions contemplated by this Agreement or to cause the Effective Time,
subject to the consummation at the Closing, to occur as soon as practicable.

VII. CONDITIONS
----------
7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Effective Time of the following conditions:
(a) The Articles Amendment, this Agreement and the
transactions contemplated hereby, and the Merger shall have been approved and
adopted by the requisite vote of the holders of Company Common Stock.
(b) The NCC Common Stock issuable in the Merger shall have
been authorized for listing on the New York Stock Exchange, upon official
notice of issuance.

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<PAGE> 44

(c) All authorizations, consents, orders or approvals of, and
all expirations of waiting periods imposed by, any Governmental Entity
(collectively, "Consents") which are necessary for the consummation of the
Merger, (other than immaterial Consents, the failure to obtain which would not
be materially adverse to the combined businesses of NCC, Company, NCC's
subsidiaries and Company Subsidiaries taken as a whole) shall have been
obtained or shall have occurred and shall be in full force and effect at the
Effective Time; PROVIDED, HOWEVER, that no such authorization, consent, order
or approval shall be deemed to have been received if it shall include any
conditions or requirements which would so reduce the economic or business
benefits of the transactions contemplated by this Agreement so as to render
inadvisable in the reasonable opinion of the Board of Directors of either NCC
or Company the consummation of the Merger.
(d) The Registration Statement shall have become effective in
accordance with the provisions of the Securities Act. No stop order suspending
the effectiveness of the Registration Statement shall have been issued by the
Commission and remain in effect.
(e) No temporary restraining order, preliminary or permanent
injunction or other order by any federal or state court in the United States
which prevents or seeks to prevent the consummation of the Merger shall have
been issued and remain in effect.
(f) Barnes & Thornburg, Counsel to Company, shall have
delivered to Company and NCC their opinion, dated the day of the Effective
Time, substantially to the effect that, on the basis of facts, representations
and assumptions set forth in such opinion which are consistent with the state
of facts existing at the Effective Time, the Merger will be treated for federal
income tax purposes as a reorganization within the meaning of Section 368(a) of
the Code and that, accordingly: (i) no gain or loss will be recognized by NCC
or Company as a result of the Merger; (ii) no gain or loss will be recognized
by the shareholders of Company who exchange their shares of the Company Common
Stock solely for shares of NCC Common Stock pursuant to the Merger (except with
respect to cash received in lieu of a fractional share interest in NCC Common
Stock); (iii) the tax basis of the shares of NCC Common Stock received by
shareholders who exchange all of their shares of Company Common Stock solely
for shares of NCC Common Stock in the Merger will be the same as the tax basis
of the shares of Company Common Stock surrendered in exchange therefor (reduced
by any amount allocable to a

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<PAGE> 45

fractional share interest for which cash is received); and (iv) the holding
period of the shares of NCC Common Stock received in the Merger will include
the period during which the shares of Company Common Stock surrendered in
exchange therefor were held, provided such shares of Company Common Stock were
held as capital assets at the Effective Time. In rendering such opinion,
counsel may require and rely upon representations contained in certificates of
officers of Company, NCC and others.
7.2 CONDITIONS TO OBLIGATION OF COMPANY TO EFFECT THE MERGER. The
obligation of Company to effect the Merger shall be subject to the fulfillment
or waiver at or prior to the Effective Time of the additional following
conditions:
(a) NCC shall have performed in all material respects its
covenants contained in this Agreement required to be performed at or prior to
the Effective Time.
(b) The representations and warranties of NCC contained in
this Agreement shall be true in all material respects when made and the
representations and warranties set forth in Article 3 shall be true in all
material respects as of the Effective Time as if made at and as of such time,
except as expressly contemplated or permitted by this Agreement and except for
representations and warranties relating to a time or times other than the
Effective Time which were or will be true in all material respects at such time
or times.
(c) NCC shall have furnished Company a Certificate dated the
date of the Closing, signed by the President or Chief Executive Officer and
Chief Financial Officer of NCC that, to the best of their knowledge and belief
after due inquiry, the conditions set forth in Subsections 7.2(a) and 7.2(b)
have been satisfied.
(d) Company shall have received a fairness opinion from
McDonald & Company Securities, Inc. dated as of a date reasonably proximate to
the date of the proxy statement relating to the Merger and updated as of the
date of the Company Meeting stating that the Merger Consideration is fair to
the shareholders of the Company from a financial point of view.
7.3 CONDITIONS TO OBLIGATION OF NCC TO EFFECT THE MERGER. The
obligation of NCC to effect the Merger shall be subject to the fulfillment or
waiver at or prior to the Effective Time of the additional following
conditions:
(a) Company shall have performed in all material respects its
covenants contained in this Agreement required to be performed at or prior to
the Effective Time.

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<PAGE> 46

(b) The representations and warranties of Company contained
in this Agreement shall be true in all material respects when made and the
representations and warranties set forth in Article 4 shall be true in all
material respects as of the Effective Time as if made on and as of such time,
except as expressly contemplated or permitted by this Agreement and except for
representations and warranties relating to a time or times other than the
Effective Time which were or will be true in all material respects at such time
or times.
(c) Company shall have furnished NCC a Certificate dated the
date of the Closing signed by the President or Chief Executive Officer and
Chief Financial Officer of Company that, to the best of their knowledge and
belief after due inquiry, the conditions set forth in subsections 7.3(a) and
7.3(b) have been satisfied.
(d) NCC and its directors and officers who sign the
Registration Statement shall have received from Crowe, Chizek & Company,
Company's independent certified public accountants, "comfort" letters, dated
(i) the date of the mailing of the Proxy Statement to Company's shareholders
and (ii) shortly prior to the Effective Date, with respect to certain financial
information regarding Company in the form customarily issued by such
accountants at such time in transactions of this type.

VIII. MISCELLANEOUS
-------------
8.1 TERMINATION. This Agreement may be terminated at any time prior
to the Effective Time, whether before or after approval by the shareholders of
Company and/or the Board of Directors of NCC:
(a) by mutual consent of the Board of Directors of NCC and
the Board of Directors of Company;
(b) by either NCC or Company if the Merger shall not have
been consummated on or before June 30, 1995 or if this Agreement was not
approved at the Company Meeting (provided the terminating party is not
otherwise in material breach of its obligations under this Agreement);
(c) by Company if any of the conditions specified in Sections
7.1 and 7.2 have not been met or waived by Company at such time as such
condition can no longer be satisfied;

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<PAGE> 47

(d) by NCC if any of the conditions specified in Sections 7.1
and 7.3 have not been met or waived by NCC at such time as such condition can
no longer be satisfied;
(e) by NCC, before the close of business on the day following
the execution of this Agreement if the Option Agreement shall not have been
executed; or
(f) by Company if both of the following conditions are
satisfied:
(i) the Market Price of NCC Common Stock is less than
$24.50; and
(ii) the number obtained by dividing the Market Price by the
closing price of NCC Common Stock on July 22, 1994 is less than the number
obtained by dividing the Final Index Price (as defined below) by the Initial
Index Price (as defined below) and subtracting .10 from the quotient.
For purposes of this Subsection 8.1(f):
The "KBW49" shall mean the 50 banks which are included
in The Keefe Bruyette & Woods, Inc. KBW 50 Total Return Index excluding NCC.
In the event that the companies comprising the KBW49 are changed, the weights
attributed to the resulting companies shall be adjusted proportionately for
purposes of determining both the Initial Index Price and the Final Index Price;
The "Initial Index Price" shall mean the
market-capitalization-weighted average of the closing prices on July 22, 1994
of the common stock of the companies comprising the KBW49;
The "Final Price" of any company belonging to the KBW49
shall mean the average of the daily closing sale prices of a share of the
common stock of such company during the period of 20 consecutive trading days
ending on the fifth trading day immediately preceding the Closing Date, as
reported in the consolidated transaction reporting system for the market or
exchange on which such common stock is principally traded; and
The "Final Index Price" shall mean the
market-capitalization-weighted average of the Final Prices for all of the
companies comprising the KBW49.
If NCC or any company included in the KBW49 declares a stock
dividend or effects a reclassification, recapitalization, split-up,
combination, exchange of shares or similar transaction between the date of this
Agreement and the fifth trading date prior to the Closing Date, the closing
prices for the common stock of such company shall be appropriately adjusted for
the

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<PAGE> 48

purposes of the definitions above so as to be comparable to the price on the
date of this Agreement.
8.2 NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations and warranties or covenants in this Agreement will terminate at
the Effective Time or the earlier termination of this Agreement pursuant to
Section 8.1, as the case may be; PROVIDED, HOWEVER, that if the Merger is
consummated, Sections 2.1 through 2.5, 5.3, 5.4, 5.7, 8.2, 8.9 and 8.10 hereof
will survive the Effective Time to the extent contemplated by such Sections;
PROVIDED, FURTHER, that the last sentence of Section 5.4 and all of Section
8.10 hereof will in all events survive any termination of this Agreement.
8.3 WAIVER AND AMENDMENT. Subject to applicable provisions of the
DGCL, IC or federal law, any provision of this Agreement may be waived at any
time by the party which is, or whose stockholders are, entitled to the benefits
thereof, and this Agreement may be amended or supplemented at any time,
provided that no amendment will be made after any stockholder approval of the
Merger which reduces or changes the form of the Merger Consideration without
further stockholder approval. No such waiver, amendment or supplement will be
effective unless in a writing which makes express reference to this Section 8.3
and is signed by the party or parties sought to be bound thereby.
8.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between NCC and Company with respect to the Merger and the other transactions
contemplated hereby and thereby, and supersedes all prior agreements among the
parties with respect to such matters.
8.5 APPLICABLE LAW; CONSENT TO JURISDICTION. This Agreement will be
governed by and construed in accordance with the laws of the State of Ohio
except to the extent DGCL, IC or federal law applies.
8.6 CERTAIN DEFINITIONS; HEADLINES. (a) For purposes of this
Agreement, the term:
(i) "significant subsidiary" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act, as in effect on the date hereof;
PROVIDED, HOWEVER, that in the case of the Company, the term "significant
subsidiary" shall include all subsidiaries of the Company;
(ii) "control" (including the terms "controlled by"
and "under common control with") means the possession, directly or indirectly
or as trustee or executor, of the power

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<PAGE> 49

to direct or cause the direction of the management or policies of a person,
whether through the ownership of stock, as trustee or executor, by contract or
credit arrangement or otherwise;
(iii) "Market Price" means the average of the per
share closing prices on the New York Stock Exchange of NCC Common Stock for the
20 consecutive trading days ending at the end of the fifth trading day
immediately preceding the Closing Date.
(iv) "Material Adverse Effect" means an event,
change or occurrence which has a material negative impact on the financial
condition or operating results of the Company or NCC. The effect of any action
taken by Company and its subsidiaries solely pursuant to Subsection 5.2(f)
shall not be taken into consideration in determining whether any Material
Adverse Effect has occurred.
(v) "person" means an individual, corporation,
partnership, association, trust or unincorporated organization; and
(vi) "subsidiary" of Company, NCC or any other
person means, except where the context otherwise requires, any corporation,
partnership, trust or similar association of which Company, NCC or any other
person, as the case may be (either alone or through or together with any other
subsidiary), owns, directly or in- directly, more than 50% of the stock or
other equity interests, the holders of which are generally entitled to vote
for the election of the board of directors or other governing body of such
corporation.
(b) The descriptive headings contained in this Agreement are
for convenience and reference only and will not affect in any way the meaning
or interpretation of this Agreement.
(c) Unless the context of this Agreement expressly indicates
otherwise, (i) any singular term in this Agreement will include the plural and
any plural term will include the singular and (ii) the term section or schedule
will mean a section or schedule of or to this Agreement.
8.7 NOTICES. All notices, consents, requests, demands and other
communications hereunder will be in writing and will be deemed to have been
duly given or delivered if delivered personally, telexed with receipt
acknowledged, mailed by registered or certified mail return

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<PAGE> 50

receipt requested, sent by facsimile with confirmation of receipt, or delivered
by a recognized commercial courier addressed as follows:

If to Company to:

Central Indiana Bancorp
200 West Mulberry Street
P.O. Box 730
Kokomo, Indiana 46903-0730
Attn: President
Fax No. (317) 457-8834

With copy to:

Barnes & Thornburg
1313 Merchants Bank Building
11 South Meridian Street
Indianapolis, Indiana 46204
Attn: Claudia V. Swhier, Esq.
Fax No. (317) 231-7452

If to NCC to:

National City Corporation
P. O. Box 5756
Cleveland, Ohio 44101-0756
Attention: Chairman of the Board
Fax No. (216) 575-3332

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<PAGE> 51

With a copy to:

National City Corporation
Law Department
P. O. Box 5756
Cleveland, Ohio 44101-0756
Attention: General Counsel
Fax No. (216) 575-3332
or to such other address as any party may have furnished to the other parties
in writing in accordance with this Section 8.7.
8.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original but all of which
together will constitute but one agreement.
8.9 PARTIES IN INTEREST; ASSIGNMENT. Except for Section 2.2 (which
is intended to be for the benefit of the holders of stock options under the
Company's Option Plans to the extent contemplated thereby and their
beneficiaries, and may be enforced by such persons) and Sections 5.3 and 5.7
hereof (which are intended to be for the benefit of officers, directors,
advisory directors and employees and their spouses to the extent contemplated
thereby and their beneficiaries, and may be enforced by such persons), this
Agreement is not intended to nor will it confer upon any other person (other
than the parties hereto) any rights or remedies. Without the prior written
consent of the other party to this Agreement neither NCC nor Company shall
assign any rights or delegate any obligations under this Agreement. Any such
purported assignment or delegation made without prior consent of the other
parties hereto shall be null and void.

8.10 EXPENSES.
(a) If the Merger is consummated, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby will be paid by the Surviving Corporation.
(b) Notwithstanding anything contained in Subsection 8.10(a)
to the contrary, if this Agreement is terminated by Company or NCC pursuant to
Subsection 8.1(c) or 8.1(d), respectively, because of the willful breach by the
other party of any representation, warranty,

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<PAGE> 52

covenant, undertaking or restriction contained in this Agreement and if the
terminating party is not in material breach of any representation, warranty,
covenant, undertaking or restriction contained in this Agreement, then the
breaching party shall pay all costs and expenses of the terminating party;
PROVIDED, HOWEVER, that if this Agreement is terminated under circumstances
other than those described in this Subsection 8.10(b), all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby will be paid by the party incurring such costs and expenses. Nothing
contained in this subsection 8.10(b) shall constitute or shall be deemed to
constitute liquidated damages for the willful breach by a party of the terms of
this Agreement or otherwise limit the rights of the nonbreaching party.
(c) Final settlement with respect to payment of fees and
expenses by the parties to this Agreement pursuant to 8.10(b) shall be made
within thirty (30) days of the termination of this Agreement.
8.11 ENFORCEMENT OF THE AGREEMENT. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties hereto will be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.
8.12 SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any

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<PAGE> 53

party hereto. Upon any such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated by this Agreement are consummated to the
extent possible.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Agreement as of the date first above
written.
CENTRAL INDIANA BANCORP

Attest ___________________________ By _______________________________

NATIONAL CITY CORPORATION

Attest ___________________________ By ____________________________

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<PAGE> 1

EXHIBIT 1.2

(525/CEL)
07/29/94

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, dated as of August ____, 1994, between
National City Corporation, a Delaware corporation ("Grantee"), and Central
Indiana Bancorp, an Indiana corporation ("Issuer").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Grantee and Issuer have entered into an Agreement and
Plan of Merger, dated July 25, 1994 ("Agreement"), which has been executed by
the parties hereto prior to this Stock Option Agreement; and

WHEREAS, as a condition to Grantee's entering into the
Agreement and in consideration therefor, Issuer has agreed to grant Grantee the
Option (as hereinafter defined):

NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein and in the Agreement, the
parties hereto agree as follows:

1. (a) Issuer hereby grants to Grantee an unconditional,
irrevocable option (the "Option") to purchase, subject to the terms hereof, up
to 326,000 fully paid and nonassessable shares of Common Stock, no par value
("Common Stock"), of Issuer at a price of $28.75 per share; PROVIDED, HOWEVER,
that in the event Issuer issues or agrees to issue any shares of Common Stock
(other than as permitted pursuant to the Company Stock Option Plans as provided
under the Agreement) at a price less than $28.75 per share (as adjusted
pursuant to subsection 5(b)), such price shall be equal to such lesser price
(such price, as adjusted if applicable, the "Option Price"); PROVIDED FURTHER
that in no event shall the number of shares for which this Option is
exercisable exceed 19.9% of the Issuer's issued and outstanding common shares
without giving effect to any shares subject or issued pursuant to the Option.
The number of shares of Common Stock that may be received upon the exercise of
the Option and the Option Price are subject to adjustment as herein set forth.

(b) In the event that any additional shares of Common Stock
are issued or otherwise become outstanding after the date of this the Stock
Option Agreement (other
<PAGE> 2
than pursuant to the Company Stock Option Plans as provided under the
Agreement), the number of shares of Common Stock subject to the Option shall
be increased so that, after such issuance, it equals 19.9% of the number of
shares of Common Stock then issued and outstanding without giving effect to
any shares subject or issued pursuant to the Option. Nothing contained in this
Section 1(b) or elsewhere in this Stock Option Agreement shall be deemed to
authorize Issuer or Grantee to breach any provision of the Agreement.

2. (a) The Holder (as hereinafter defined) may exercise the
Option, in whole or part, if, but only if, both an Initial Triggering Event (as
hereinafter defined) and a Subsequent Triggering Event (as hereinafter defined)
shall have occurred prior to the occurrence of an Exercise Termination Event
(as hereinafter defined), PROVIDED that the Holder shall have sent the written
notice of such exercise (as provided in subsection (e) of this Section 2)
within 30 days following such Subsequent Triggering Event (or such later date
as provided in Section 10). Each of the following shall be an Exercise
Termination Event: (i) immediately prior to the Effective Time of the Merger;
(ii) termination of the Agreement in accordance with the provisions thereof if
such termination occurs prior to the occurrence of an Initial Triggering Event;
or (iii) the passage of nine months after termination of the Agreement if such
termination follows the occurrence of an Initial Triggering Event (PROVIDED
that if an Initial Triggering Event continues or another Initial Triggering
Event occurs beyond such termination, the Exercise Termination Event shall be
nine months from the expiration of the Last Triggering Event but in no event
more than 18 months after such termination). The "Last Triggering Event" shall
mean the last Initial Triggering Event to occur. The term "Holder" shall mean
the holder or holders of the Option.

(b) The term "Initial Triggering Event" shall mean any of the
following events or transactions occurring after the date hereof:

(i) Issuer or any of its subsidiaries (each an
"Issuer Subsidiary"), without having received Grantee's prior written
consent, shall have entered into an agreement to engage in an
Acquisition Transaction (as hereinafter defined) with any person (the
term "person" for purposes of this Stock Option Agreement having the
meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the
Securities Exchange Act of 1934 (the "1934 Act"), and the rules and
regulations thereunder) other than Grantee or any of its subsidiaries
(each a "Grantee Subsidiary") or the Board of Directors of Issuer
shall have recommended that the shareholders of Issuer approve or
accept any Acquisition Transaction other than as contemplated by the
Agreement. For purposes of this Stock Option Agreement, "Acquisition
Transaction" shall mean (x) a merger or consolidation, or any similar
transaction, involving Issuer or Issuer's thrift subsidiary
("Significant

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<PAGE> 3
Subsidiary"), (y) a purchase, lease or other acquisition of all or
substantially all of the assets of Issuer or any Significant
Subsidiary, or (z) a purchase or other acquisition (including by way
of merger, consolidation, share exchange or otherwise) of securities
representing 10% or more of the voting power of Issuer or Significant
Subsidiary; (The term Acquisition Transaction specifically does not
include any merger or consolidation among Issuer and/or Issuer
Subsidiaries.)

(ii) The Board of Directors of Issuer does not
recommend that the shareholders of Issuer approve (a) the amendment of
the Articles of Incorporation of the Issuer to delete Article 11 or
(b) the Agreement;

(iii) Any person other than Grantee, any shareholder
of Grantee who currently beneficially holds 10% or more of Grantee's
outstanding shares of Common Stock, any Grantee Subsidiary or any
Issuer Subsidiary acting in a fiduciary capacity shall have acquired
beneficial ownership or the right to acquire beneficial ownership of
10% or more of the outstanding shares of Common Stock (the term
"beneficial ownership" for purposes of this Stock Option Agreement
having the meaning assigned thereto in Section 13(d) of the 1934 Act,
and the rules and regulations thereunder);

(iv) Any person other than Grantee or any Grantee
Subsidiary shall have made a BONA FIDE proposal to Issuer or its
shareholders by public announcement or written communication that is
or becomes the subject of public disclosure to engage in an
Acquisition Transaction;

(v) After a proposal is made by a third party to
Issuer or its shareholders to engage in an Acquisition Transaction,
Issuer shall have breached any covenant or obligation contained in
the Agreement and such breach (x) would entitle Grantee to terminate
the Agreement and (y) shall not have been cured prior to the Notice
Date (as defined below); or

(vi) Any person other than Grantee or any Grantee
Subsidiary, other than in connection with a transaction to which
Grantee has given its prior written consent, shall have filed an
application or notice with The Board of Governors of the Federal
Reserve System (the "FRB") or other governmental authority or
regulatory or administrative agency or commission, domestic or foreign
(each, a "Government Entity"), for approval to engage in an
Acquisition Transaction.

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<PAGE> 4
(c) The term "Subsequent Triggering Event" shall mean either
of the following events or transactions occurring after the date hereof:

(i) The acquisition by any person of beneficial ownership of
15% or more of the then outstanding Common Stock other than by any
person who currently beneficially owns more than 15% of the outstanding
Common Stock; or

(ii) The occurrence of the Initial Triggering Event described
in clause (i) of subsection 2(b), except that the percentage referred
to in clause (z) shall be 15%.

(d) Issuer shall notify Grantee promptly in writing of the
occurrence of any Initial Triggering Event or Subsequent Triggering Event
(together, a "Triggering Event"), it being understood that the giving of such
notice by Issuer shall not be a condition to the right of the Holder to
exercise the Option.

(e) In the event the Holder is entitled to and wishes to
exercise the Option, it shall send to Issuer a written notice (the date of
which being herein referred to as the "Notice Date") specifying (i) the total
number of shares it will purchase pursuant to such exercise and (ii) a place
and date not earlier than three business days nor later than 60 business days
from the Notice Date for the closing of such purchase (the "Closing Date");
PROVIDED that if prior notification to or approval of the FRB or any other
Governmental Entity is required in connection with such purchase, the Holder
shall promptly file the required notice or application for approval and shall
expeditiously process the same and the period of time that otherwise would run
pursuant to this sentence shall run from the later of (x) the date on which any
required notification periods have expired or been terminated and (y) the date
on which such approvals have been obtained and any requisite waiting period or
periods shall have passed. Any exercise of the option shall be deemed to occur
on the Notice Date relating thereto.

(f) At the closing referred to in subsection (e) of this
Section 2, the Holder shall pay to Issuer the aggregate purchase price for the
shares of Common Stock purchased pursuant to the exercise of the Option in
immediately available funds by wire transfer to a bank account designated by
Issuer, PROVIDED that failure or refusal of Issuer to designate such a bank
account shall not preclude the Holder from exercising the Option.

(g) At such closing, simultaneously with the delivery of
immediately available funds as provided in subsection (f) of this Section 2,
Issuer shall deliver to the Holder a certificate or certificates representing
the number of shares of Common Stock

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<PAGE> 5
purchased by the Holder and, if the Option should be exercised in part only, a
new Option evidencing the rights of the Holder thereof to purchase the balance
of the shares purchasable hereunder, and the Holder shall deliver to Issuer a
copy of this Stock Option Agreement and a letter agreeing that the Holder will
not offer to sell or otherwise dispose of such shares in violation of
applicable law or the provisions of this Stock Option Agreement.

(h) Certificates for Common Stock delivered at a closing
hereunder shall be endorsed with a restrictive legend that shall read
substantially as follows:

"The transfer of the shares represented by this certificate is subject
to certain provisions of an agreement between the registered holder
hereof and Issuer and to resale restrictions arising under the
Securities Act of 1933, as amended. A copy of such agreement is on
file at the principal office of Issuer and will be provided to the
holder hereof without charge upon receipt by Issuer of a written
request therefor."

It is understood and agreed that: (i) the reference to the resale restrictions
of the Securities Act of 1933, as amended (the "1933 Act") in the above legend
shall be removed by delivery of substitute certificate(s) without such
reference if the Holder shall have delivered to Issuer a copy of a letter from
the staff of the Securities and Exchange Commission (the "SEC"), or an opinion
of counsel, in form and substance satisfactory to Issuer, to the effect that
such legend is not required for purposes of the 1933 Act; (ii) the reference to
the provisions of this Stock Option Agreement in the above legend shall be
removed by delivery of substitute certificate(s) without such reference if the
shares have been sold or transferred in compliance with the provisions of this
Stock Option Agreement and under circumstances that do not require the
retention of such reference; and (iii) the legend shall be removed in its
entirety if the conditions in the preceding clauses (i) and (ii) are both
satisfied. In addition, such certificates shall bear any other legend as may
be required by law.

(i) Upon the giving by the Holder to Issuer of the written
notice of exercise of the Option provided for under subsection (e) of this
Section 2 and the tender of the applicable purchase price in immediately
available funds, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the
stock transfer books of Issuer shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered
to the Holder. Issuer shall pay all expenses, and any and all United States
Federal, state and local taxes and other charges that may be payable in
connection with

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<PAGE> 6
the preparation, issue and delivery of stock certificates under this Section 2
in the name of the Holder or its assignee, transferee or designee.

3. Issuer agrees: (i) that it shall at all times maintain,
free from preemptive rights, sufficient authorized but unissued or treasury
shares of Common Stock so that the Option may be exercised without additional
authorization of Common Stock after giving effect to all other options,
warrants, convertible securities and other rights to purchase Common Stock;
(ii) that it will not, by charter amendment or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
Issuer; (iii) promptly to take all action as may from time to time be required
(including (x) complying with all premerger notification, reporting and waiting
period requirements specified in 15 U.S.C. Section l8a and regulations
promulgated thereunder and (y) in the event, under the Bank Holding Company Act
of 1956, as amended, or the Change in Bank Control Act of 1978, as amended, or
any state banking law, prior approval of or notice to the FRB or to any other
Governmental Entity is necessary before the Option may be exercised,
cooperating fully with the Holder in preparing such applications or notices and
providing such information to each such Governmental Entity as they may
require) in order to permit the Holder to exercise the Option and Issuer duly
and effectively to issue shares of Common Stock pursuant hereto; and (iv)
promptly to take all action provided herein to protect the rights of the Holder
against dilution.

4. This Stock Option Agreement (and the Option granted
hereby) are exchangeable, without expense, at the option of the Holder, upon
presentation and surrender of this Stock Option Agreement at the principal
office of Issuer, for other agreements providing for Options of different
denominations entitling the holder thereof to purchase, on the same terms and
subject to the same conditions as are set forth herein, in the aggregate the
same number of shares of Common Stock purchasable hereunder. The terms "Stock
Option Agreement" and "Option" as used herein include any Stock Option
Agreements and related options for which this Stock Option Agreement (and the
Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Stock Option Agreement, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Stock Option Agreement, if mutilated, Issuer will execute and deliver a
new Stock Option Agreement of like tenor and date. Any such new Stock Option
Agreement executed and delivered shall constitute an additional contractual
obligation on the part of Issuer, whether or not the Stock Option Agreement so
lost, stolen, destroyed or mutilated shall at any time be enforceable by
anyone.

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<PAGE> 7
5. In addition to the adjustment in the number of shares of
Common Stock that are purchasable upon exercise of the Option pursuant to
Section 1 of this Stock Option Agreement, the number of shares of Common Stock
purchasable upon the exercise of the Option shall be subject to adjustment from
time to time as provided in this Section 5.

(a) In the event of any change in Common Stock by
reason of stock dividends, split-ups, mergers, recapitalizations, combinations,
subdivisions, conversions, exchanges of shares or the like, the type and number
of shares of Common Stock purchasable upon exercise hereof shall be
appropriately adjusted.

(b) Whenever the number of shares of Common Stock
purchasable upon exercise hereof is adjusted as provided in this Section 5, the
Option Price shall be adjusted by multiplying the Option Price by a fraction,
the numerator of which shall be equal to the number of shares of Common Stock
purchasable prior to the adjustment and the denominator of which shall be equal
to the number of shares of Common Stock purchasable after the adjustment.

6. Upon the occurrence of a Subsequent Triggering Event that
occurs prior to an Exercise Termination Event, Issuer shall, at the request of
Grantee delivered within 30 days (or such later date as may be provided
pursuant to Section 10) of such Subsequent Triggering Event (whether on its own
behalf or on behalf of any subsequent holder of this Option (or part thereof)
or any of the shares of Common Stock issued pursuant hereto), promptly prepare,
file and keep current a shelf registration statement under the 1933 Act
covering any shares issued and issuable pursuant to this Option and shall use
its best efforts to cause such registration statement to become effective and
remain current in order to permit the sale or other disposition of any shares
of Common Stock issued upon total or partial exercise of this option ("Option
Shares") in accordance with any plan of disposition requested by Grantee;
PROVIDED, HOWEVER, that Issuer may postpone filing a registration statement
relating to a registration request by Grantee under this Section 6 for a period
of time (not in excess of 180 days) if in its judgment such filing would
require the disclosure of material information that Issuer has a BONA FIDE
business purpose for preserving as confidential. Issuer will use its best
efforts to cause such registration statement first to become effective and then
to remain effective for such period not in excess of 180 days from the day such
registration statement first becomes effective or such shorter time as may be
reasonably necessary to effect such sales or other dispositions. Grantee shall
have the right to demand two such registrations. The foregoing
notwithstanding, if, at the time of any request by Grantee for registration of
Option Shares as provided above, Issuer is in the process of registration with
respect to an

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<PAGE> 8
underwritten public offering of shares of Common Stock, and if in the good
faith judgment of the managing underwriter or managing underwriters, or, if
none, the sole underwriter or underwriters, of such offering the offering or
inclusion of the Holder's Option or Option Shares would interfere with the
successful marketing of the shares of Common Stock offered by Issuer, the
number of Option Shares otherwise to be covered in the registration statement
contemplated hereby may be reduced; PROVIDED, HOWEVER, that after any such
required reduction the number of Option Shares to be included in such offering
for the account of the Holder shall constitute at least 25% of the total number
of shares to be issued by the Holder and Issuer in the aggregate; PROVIDED
FURTHER, however, that if such reduction occurs, then the Issuer shall file a
registration statement for the balance as promptly as practical and no
reduction shall thereafter occur. Each such Holder shall provide all
information reasonably requested by Issuer for inclusion in any registration
statement to be filed hereunder. If requested by any such Holder in connection
with such registration, Issuer shall become a party to any underwriting
agreement relating to the sale of such shares, but only to the extent of
obligating itself in respect of representations, warranties, indemnities and
other agreements customarily included in such underwriting agreements. Upon
receiving any request under this Section 6 from any Holder, Issuer agrees to
send a copy thereof to any other person known to Issuer to be entitled to
registration rights under this Section 6, in each case by promptly mailing the
same, postage prepaid, to the address of record of the persons entitled to
receive such copies.

7. (a) Upon the occurrence of a Subsequent Triggering Event
that occurs prior to an Exercise Termination Event, (i) at the request of the
Holder, delivered within 30 days of the Subsequent Trigger Event (or such later
period as may be provided pursuant to Section 10), Issuer shall repurchase the
Option from the Holder at a price (the "Option Repurchase Price") equal to (x)
the amount by which (A) the market/offer price (as defined below) exceeds (B)
the Option Price, multiplied by the number of shares for which this Option may
then be exercised plus (y) Grantee's Out-of-Pocket Expenses (as defined below)
(to the extent not previously reimbursed) and (ii) at the request of the owner
of Option Shares from time to time (the "Owner"), delivered within 30 days of a
Subsequent Trigger Event (or such later period as may be provided pursuant to
Section 10), Issuer shall repurchase such number of the Option Shares from the
Owner as the Owner shall designate at a price (the "Option Share Repurchase
Price") equal to (x) the market/ offer price multiplied by the number of Option
Shares so designated plus (y) Grantee's Out-of-Pocket Expenses (to the extent
not previously reimbursed). The term "Out-of-Pocket Expenses" shall mean
Grantee's reasonable out-of-pocket expenses incurred in connection with the
transactions contemplated by the Agreement, including, without limitation,
legal, accounting and investment banking fees. The term "market/offer price"
shall mean the highest of (i) the price per share of Common Stock at which a

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<PAGE> 9
tender offer or exchange offer therefor has been made after the date hereof,
(ii) the price per share of Common Stock to be paid by any third party pursuant
to an agreement with Issuer, (iii) the highest closing price for shares of
Common Stock within the 30-day period immediately preceding the date the Holder
gives notice of the required repurchase of this Option or the Owner gives
notice of the required repurchase of Option Shares, as the case may be, or (iv)
in the event of a sale of all or substantially all of Issuer's assets, the sum
of the price paid in such sale for such assets and the current market value of
the remaining assets of Issuer as determined by a nationally recognized
investment banking firm selected by the Holder or the Owner, as the case may
be, divided by the number of shares of Common Stock of Issuer outstanding at
the time of such sale. In determining the market/offer price, the value of
consideration other than cash shall be determined by a nationally recognized
investment banking firm selected by the Holder or Owner, as the case may be,
whose determination shall be conclusive and binding on all parties.

(b) The Holder or the Owner, as the case may be, may exercise
its right to require Issuer to repurchase the Option and any Option Shares
pursuant to this Section 7 by surrendering for such purpose to Issuer, at its
principal office, a copy of this Stock Option Agreement or certificates for
Option Shares, as applicable, accompanied by a written notice or notices
stating that the Holder or the Owner, as the case may be, elects to require
Issuer to repurchase this Option and/or the Option Shares in accordance with
the provisions of this Section 7. As promptly as practicable, and in any event
within five business days after the surrender of the Option and/or certificates
representing Option Shares and the receipt of such notice or notices relating
thereto, Issuer shall deliver or cause to be delivered to the Holder the Option
Repurchase Price and/or to the Owner the Option Share Repurchase Price therefor
or the portion thereof that Issuer is not then prohibited under applicable law
and regulation from so delivering.

(c) To the extent that Issuer is prohibited under applicable
law or regulation, or as a consequence of administrative policy, from
repurchasing the Option and/or the Option Shares in full, Issuer shall
immediately so notify the Holder and/or the Owner and thereafter deliver or
cause to be delivered, from time to time, to the Holder and/or the Owner, as
appropriate, the portion of the Option Repurchase Price and the Option Share
Repurchase Price, respectively, that it is no longer prohibited from
delivering, within five business days after the date on which Issuer is no
longer so prohibited; PROVIDED, HOWEVER, that if Issuer at any time after
delivery of a notice of repurchase pursuant to subsection (b) of this Section 7
is prohibited under applicable law or regulation, or as a consequence of
administrative policy, from delivering to the Holder and/or the Owner, as
appropriate, the Option Repurchase Price and the Option Share Repurchase Price,
respectively, in full (and Issuer hereby undertakes to use its best efforts to
obtain all required regulatory and legal approvals and to file any required
notices as

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promptly as practicable in order to accomplish such repurchase), the Holder or
Owner may revoke its notice of repurchase of the Option or the Option Shares
either in whole or to the extent of the prohibition, whereupon, in the latter
case, Issuer shall promptly (i) deliver to the Holder and/or the Owner, as
appropriate, that portion of the Option Purchase Price or the Option Share
Repurchase Price that Issuer is not prohibited from delivering; and (ii)
deliver, as appropriate, either (A) to the Holder, a new Stock Option Agreement
evidencing the right of the Holder to purchase that number of shares of Common
Stock obtained by multiplying the number of shares of Common Stock for which
the surrendered Stock Option Agreement was exercisable at the time of delivery
of the notice of repurchase by a fraction, the numerator of which is the Option
Repurchase Price less the sum of (x) the portion thereof theretofore delivered
to the Holder and (y) Out-of-Pocket Expenses and the denominator of which is
the Option Repurchase Price less Out-of-Pocket Expenses, or (B) to the Owner, a
certificate for the Option Shares it is then so prohibited from repurchasing,
assuming that the portion of the Option Share Repurchase Price theretofore
delivered is first applied to the payment of Out-of-Pocket Expenses and then to
the repurchase of Option Shares.

8. (a) In the event that prior to an Exercise Termination
Event, Issuer shall enter into an agreement (i) to consolidate or merge with
any person, other than Grantee or one of its subsidiaries, and shall not be the
continuing or surviving corporation of such consolidation or merger, (ii) to
permit any person, other than Grantee or one of its subsidiaries, to merge into
Issuer and Issuer shall be the continuing or surviving corporation, but, in
connection with such merger, the then outstanding shares of Common Stock shall
be changed into or exchanged for stock or other securities of any other person
or cash or any other property or the then outstanding shares of Common Stock
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the merged company, or (iii) to sell or otherwise transfer
all or substantially all of its assets to any person, other than Grantee or one
of its subsidiaries, then, and in each such case, the agreement governing such
transaction shall make proper provision so that the Option shall, upon the
consummation of any such transaction and upon the terms and conditions set
forth herein, be converted into, or exchanged for, an option (the "Substitute
Option"), at the election of the Holder, of either (x) the Acquiring
Corporation (as hereinafter defined) or (y) any person that controls the
Acquiring Corporation.

(b) The following terms have the meanings indicated:

(1) "Acquiring Corporation" shall mean (i) the
continuing or surviving corporation of a consolidation or merger with
Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer
is the continuing or surviving person, and (iii) the transferee of all
or substantially all of Issuer's assets.

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(2) "Substitute Common Stock" shall mean the common
stock to be issued by the issuer of the Substitute Option upon
exercise of the Substitute Option.

(3) "Assigned Value" shall mean the market/offer
price, as defined in Section 7.

(4) "Average Price" shall mean the average closing
price of a share of the Substitute Common Stock for the one year
immediately preceding the consolidation, merger or sale in question,
but in no event higher than the closing price of the shares of
Substitute Common Stock on the day preceding such consolidation,
merger or sale; PROVIDED, that if Issuer is the issuer of the
Substitute Option, the Average Price shall be computed with respect to
a share of common stock issued by the person merging into Issuer or by
any company which controls or is controlled by such person, as the
Holder may elect.

(c) The Substitute Option shall have the same terms as the
Option, provided, that if the terms of the Substitute Option cannot, for legal
reasons, be the same as the Option, such terms shall be as similar as possible
and in no event less advantageous to the Holder. The issuer of the Substitute
Option shall also enter into an agreement with the then Holder or Holders of
the Substitute Option in substantially the same form as this Stock Option
Agreement, which shall be applicable to the Substitute Option.

(d) The Substitute Option shall be exercisable for such
number of shares of Substitute Common Stock as is equal to the Assigned Value
multiplied by the number of shares of Common Stock for which the Option is then
exercisable, divided by the Average Price. The exercise price of the
Substitute Option per share of Substitute Common Stock shall then be equal to
the Option Price multiplied by a fraction, the numerator of which shall be the
number of shares of Common Stock for which the Option is then exercisable and
the denominator of which shall be the number of shares of Substitute Common
Stock for which the Substitute Option is exercisable.

(e) In no event, pursuant to any of the foregoing paragraphs,
shall the Substitute Option be exercisable for more than 19.9% of the shares of
Substitute Common Stock outstanding prior to exercise of the Substitute Option.
In the event that the Substitute Option would be exercisable for more than
19.9% of the shares of Substitute Common Stock outstanding prior to exercise
but for this clause (e), the issuer of the Substitute Option (the "Substitute
Option Issuer") shall make a cash payment to the Holder equal to the excess of
(i) the value of the Substitute Option without giving effect

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<PAGE> 12
to the limitation in this clause (e) over (ii) the value of the Substitute
Option after giving effect to the limitation in this clause (e). This
difference in value shall be determined by a nationally recognized investment
banking firm selected by the Holder.

(f) Issuer shall not enter into any transaction described in
subsection (a) of this Section 8 unless the Acquiring Corporation and any
person that controls the Acquiring Corporation assume in writing all the
obligations of Issuer hereunder.

9. (a) At the request of the holder of the Substitute Option
(the "Substitute Option Holder"), the issuer of the Substitute Option (the
"Substitute Option Issuer") shall repurchase the Substitute Option from the
Substitute Option Holder at a price (the "Substitute Option Repurchase Price")
equal to (x) the amount by which (i) the Highest Closing Price (as hereinafter
defined) exceeds (ii) the exercise price of the Substitute Option, multiplied
by the number of shares of Substitute Common Stock for which the Substitute
Option may then be exercised plus (y) Grantee's Out-of-Pocket Expenses (to the
extent not previously reimbursed), and at the request of the owner (the
"Substitute Share Owner") of shares of Substitute Common Stock (the "Substitute
Shares"), the Substitute Option issuer shall repurchase the Substitute Shares
at a price (the "Substitute Share Repurchase Price") equal to (x) the Highest
Closing Price multiplied by the number of Substitute Shares so designated plus
(y) Grantee's Out-of-Pocket Expenses (to the extent not previously reimbursed).
The term "Highest Closing Price" shall mean the highest closing price for
shares of Substitute Common Stock within the 30-day period immediately
preceding the date the Substitute Option Holder gives notice of the required
repurchase of the Substitute Option or the Substitute Share Owner gives notice
of the required repurchase of the Substitute Shares, as applicable.

(b) The Substitute Option Holder or the Substitute Share
Owner, as the case may be, may exercise its respective right to require the
Substitute Option Issuer to repurchase the Substitute Option and the Substitute
Shares pursuant to this Section 9 by surrendering for such purpose to the
Substitute Option Issuer, at its principal office, the agreement for such
Substitute Option (or, in the absence of such an agreement, a copy of this
Stock Option Agreement) and certificates for Substitute Shares accompanied by a
written notice or notices stating that the Substitute Option Holder or the
Substitute Share Owner, as the case may be, elects to require the Substitute
Option Issuer to repurchase the Substitute Option and/or the Substitute Shares
in accordance with the provisions of this Section 9. As promptly as
practicable, and in any event within five business days after the surrender of
the Substitute Option and/or certificates representing Substitute Shares and
the receipt of such notice or notices relating thereto, the Substitute Option
Issuer shall deliver or cause to be delivered to the Substitute Option Holder
the Substitute Option

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<PAGE> 13
Repurchase Price and/or to the Substitute Share Owner the Substitute Share
Repurchase Price therefor or the portion thereof which the Substitute Option
Issuer is not then prohibited under applicable law and regulation from so
delivering.

(c) To the extent that the Substitute Option Issuer is
prohibited under applicable law or regulation, or as a consequence of
administrative policy, from repurchasing the Substitute Option and/or the
Substitute Shares in part or in full, the Substitute Option Issuer shall
immediately so notify the Substitute Option Holder and/or the Substitute Share
Owner and thereafter deliver or cause to be delivered, from time to time, to
the Substitute Option Holder and/or the Substitute Share Owner, as appropriate,
the portion of the Substitute Share Repurchase Price, respectively, which it is
no longer prohibited from delivering, within five business days after the date
on which the Substitute Option Issuer is no longer so prohibited; PROVIDED,
HOWEVER, that if the Substitute Option Issuer is at any time after delivery of
a notice of repurchase pursuant to subsection (b) of this Section 9 prohibited
under applicable law or regulation, or as a consequence of administrative
policy, from delivering to the Substitute Option Holder and/or the Substitute
Share Owner, as appropriate, the Substitute Option Repurchase Price and the
Substitute Share Repurchase Price, respectively, in full (and the Substitute
Option Issuer shall use its best efforts to receive all required regulatory and
legal approvals as promptly as practicable in order to accomplish such
repurchase), the Substitute Option Holder or Substitute Share Owner may revoke
its notice of repurchase of the Substitute Option or the Substitute Shares
either in whole or to the extent of the prohibition, whereupon, in the latter
case, the Substitute Option Issuer shall promptly (i) deliver to the Substitute
Option Holder or Substitute Share Owner, as appropriate, that portion of the
Substitute Option Repurchase Price or the Substitute Share Repurchase Price
that the Substitute Option Issuer is not prohibited from delivering; and (ii)
deliver, as appropriate, either (A) to the Substitute Option Holder, a new
Substitute Option evidencing the right of the Substitute Option Holder to
purchase that number of shares of the Substitute Common Stock obtained by
multiplying the number of shares of the Substitute Common Stock for which the
surrendered Substitute Option was exercisable at the time of delivery of the
notice of repurchase by a fraction, the numerator of which is the Substitute
Option Repurchase Price less the sum of (x) the portion thereof theretofore
delivered to the Substitute Option Holder and (y) Out-of-Pocket Expenses and
the denominator of which is the Substitute Option Repurchase Price less
Out-of-Pocket Expenses, or (B) to the Substitute Share Owner, a certificate for
the Substitute Option Shares it is then so prohibited from repurchasing,
assuming that the portion of the Substitute Share Repurchase Price theretofore
delivered is first applied to the payment of Out-of-Pocket Expenses and then to
the repurchase of Substitute Shares.

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<PAGE> 14
10. The 30-day period for exercise of certain rights under
Sections 2, 6, 7 and 12 shall be extended: (i) to the extent necessary to
obtain all regulatory approvals for the exercise of such rights, and for the
expiration of all statutory waiting periods; and (ii) to the extent necessary
to avoid liability under Section 16(b) of the 1934 Act by reason of such
exercise.

11. Issuer hereby represents and warrants to Grantee as
follows:

(a) Except to the extent that the exercise of all or a
portion of this option may be prohibited by Article 11 of the Issuer's Articles
of Incorporation, Issuer has full corporate power and authority to execute and
deliver this Stock Option Agreement and to consummate the transactions
contemplated hereby. Except to the extent that the exercise of all or a
portion of this option may be prohibited by Article 11 of the Issuer's Articles
of Incorporation, The execution and delivery of this Stock Option Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors of Issuer and no other corporate
proceedings on the part of Issuer are necessary to authorize this Stock Option
Agreement or to consummate the transactions so contemplated. This Stock Option
Agreement has been duly and validly executed and delivered by Issuer. This
Stock Option Agreement is the valid and legally binding obligation of Issuer.

(b) Issuer has taken all necessary corporate action to
authorize and reserve and to permit it to issue, and at all times from the date
hereof through the termination of this Stock Option Agreement in accordance
with its terms will have reserved for issuance upon the exercise of the Option,
that number of shares of Common Stock equal to the maximum number of shares of
Common Stock at any time and from time to time issuable hereunder, and all such
shares, upon issuance pursuant hereto, will be duly authorized, validly issued,
fully paid, nonassessable, and will be delivered free and clear of all claims,
liens, encumbrances and security interests and not subject to any preemptive
rights.

12. Neither of the parties hereto may assign any of its
rights and obligations under this Stock Option Agreement or the Option created
hereunder to any other person, without the express written consent of the other
party, except that in the event a Subsequent Triggering Event shall have
occurred prior to an Exercise Termination Event, Grantee, subject to the
express provisions hereof, may assign in whole or in part its rights and
obligations hereunder within 30 days following such Subsequent Triggering Event
(or such later period as may be provided pursuant to Section 10); PROVIDED,
HOWEVER, that until the date 30 days following the date at which the FRB
approves an application by Grantee under the Bank Holding Company Act to
acquire the shares of Common Stock subject to the Option, Grantee may not
assign its

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<PAGE> 15
rights under the Option except in (i) a widely dispersed public distribution,
(ii) a private placement in which no one party acquires the right to purchase
in excess of 2% of the voting shares of Issuer, (iii) an assignment to a single
party (E.Q., a broker or investment banker) for the purpose of conducting a
widely dispersed public distribution on Grantee's behalf, or (iv) any other
manner approved by the FRB.

13. Each of Grantee and Issuer will use its best efforts to
make all filings with, and to obtain consents of, all third parties and
Governmental Entities necessary to the consummation of the transactions
contemplated by this Stock Option Agreement, including without limitation
making application to list the shares of Common Stock issuable hereunder on the
New York Stock Exchange upon official notice of issuance and applying to the
FRB under the Bank Holding Company Act for approval to acquire the shares
issuable hereunder.

14. Notwithstanding anything to the contrary herein, in the
event that the Holder or Owner or any affiliate (as defined in Rule 12b-2 of
the rules and regulations under the 1934 Act) thereof is a person making an
offer or proposal to engage in an Acquisition Transaction (other than the
Merger), then (i) in the case of a Holder or any affiliate thereof, the Option
held by it shall immediately terminate and be of no further force or effect,
and (ii) in the case of an Owner or any affiliate thereof, the Option Shares
held by it shall be immediately repurchasable by Issuer at the Option Price.

15. The parties hereto acknowledge that damages would be an
inadequate remedy for a breach of this Stock Option Agreement by either party
hereto and that the obligations of the parties shall hereto be enforceable by
either party hereto through injunctive or other equitable relief.

16. If any term, provision, covenant or restriction contained
in this Stock Option Agreement is held by a court or a federal or state
regulatory agency of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions and covenants and
restrictions contained in this Stock Option Agreement shall remain in full
force and effect, and shall in no way be affected, impaired or invalidated. If
for any reason such court or regulatory agency determines that the Holder is
not permitted to acquire, or Issuer is not permitted to repurchase pursuant to
Section 7, the full number of shares of Common Stock provided in Section 1(a)
hereof (as adjusted pursuant to Section 1(b) or 5 hereof), it is the express
intention of Issuer to allow the Holder to acquire or to require Issuer to
repurchase such lesser number of shares as may be permissible, without any
amendment or modification hereof.

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17. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram, telecopy or telex, or by registered or certified
mail (postage prepaid, return receipt requested) at the respective addresses of
the parties set forth in the Agreement.

18. This Stock Option Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana, regardless of
the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.

19. This Stock Option Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.

20. Except as otherwise expressly provided herein, each of
the parties hereto shall bear and pay all costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.

21. Except as otherwise expressly provided herein or in the
Agreement, this Stock Option Agreement contains the entire agreement between
the parties with respect to the transactions contemplated hereunder and
supersedes all prior arrangements or understandings with respect thereof,
written or oral. The terms and conditions of this Stock Option Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Nothing in this Stock Option
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto, and their respective successors except as assigns, any
rights, remedies, obligations or liabilities under or by reason of this Stock
Option Agreement, except as expressly provided herein.

22. Terms used in this Stock Option Agreement and not defined
herein but defined in the Agreement shall have the meanings assigned thereto in
the Agreement.

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IN WITNESS WHEREOF, each of the parties has caused this Stock Option
Agreement to be executed on its behalf by their officers thereunto duly
authorized, all as of the date first above written.

NATIONAL CITY CORPORATION

By: ___________________________

Title: __________________________

CENTRAL INDIANA BANCORP

By: ___________________________

Title: __________________________

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