NATIONAL CITY CORP
S-4, 1998-02-04
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1998.
 
                                                     REGISTRATION NO.
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
 
                                    FORM S-4
 
                             REGISTRATION STATEMENT
 
                        UNDER THE SECURITIES ACT OF 1933
                               ------------------
 
                           NATIONAL CITY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                              <C>                              <C>
           Delaware                           6712                          34-1111088
 (STATE OR OTHER JURISDICTION     (PRIMARY STANDARD INDUSTRIAL           (I.R.S. EMPLOYER
               OF                 CLASSIFICATION CODE NUMBER)         IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
 
                             1900 East Ninth Street
                             Cleveland, Ohio 44114
                                 (216) 575-2000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                               ------------------
 
                             DAVID L. ZOELLER, ESQ.
              Senior Vice President, General Counsel and Secretary
                           National City Corporation
                             1900 East Ninth Street
                             Cleveland, Ohio 44114
                                 (216) 575-2978
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                               ------------------
 
                                   COPIES TO:
 
<TABLE>
<S>                                                <C>
             Patrick G. Michaels, Esq.                           Edward D. Herlihy, Esq.
                 Barrett & McNagny                           Wachtell, Lipton, Rosen & Katz
               215 East Berry Street                               51 West 52nd Street
             Fort Wayne, IN 46801-2263                          New York, New York 10019
                  (219) 423-8882                                     (212) 403-1000
</TABLE>
 
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 
     As soon as practicable after this Registration Statement becomes effective
and all other conditions to the merger of Fort Wayne National Corporation with
the Registrant, pursuant to an Agreement and Plan of Merger dated as of January
12, 1998, described in the enclosed Prospectus and Proxy Statement, have been
satisfied or waived.
                               ------------------
 
     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
==========================================================================================================
                                                     PROPOSED MAXIMUM  PROPOSED MAXIMUM     AMOUNT OF
      TITLE OF EACH CLASS OF         AMOUNT TO BE    AGGREGATE PRICE      AGGREGATE        REGISTRATION
   SECURITIES TO BE REGISTERED      REGISTERED(1)      PER UNIT(2)    OFFERING PRICE(2)       FEE(3)
- ----------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>               <C>               <C>
Common Stock, par value of $4.00
  per share.......................     13,541,188         $58.00       $785,388,933.00     $231,689.74
- ----------------------------------------------------------------------------------------------------------
6% Cumulative Convertible
  Preferred Stock, Series 1,
  without par value...............      739,976           $50.00        $36,998,800.00      $10,914.65
==========================================================================================================
</TABLE>
 
(1) Based upon the assumed number of shares that may be issued in the Merger
    described herein. Such assumed number is based upon the maximum number of
    shares of common and preferred stock of Fort Wayne National Corporation that
    may be outstanding immediately prior to the Merger.
 
(2) Estimated solely for the purpose of computing the registration fee.
    Computed, in the case of the Registrant's common stock, par value $4.00 per
    share, in accordance with Rule 457(f)(1) on the basis of the average of the
    high and low prices of a share of common stock of Fort Wayne National
    Corporation on the NASDAQ/NMS on              divided by .75 times the
    number of shares of the Registrant's common stock to be exchanged for each
    share of common stock of Fort Wayne National Corporation in the proposed
    Merger to which this Registration Statement relates. Computed, in the case
    of the Registrant's 6% Cumulative Preferred Stock, Series 1, without par
    value, in accordance with Rule 457(f)(2) on the basis of the book value of a
    share of preferred stock of Fort Wayne National Corporation divided by 1.0
    times the number of shares of the Registrant's preferred stock to be
    exchanged for each share of preferred stock of Fort Wayne National
    Corporation in the proposed Merger to which this Registration Statement
    relates.
 
(3) Calculated by multiplying the Proposed Maximum Aggregate Offering Price
    times .000295. This rate became effective on November 28, 1997.
                               ------------------
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>   2
 
                           NATIONAL CITY CORPORATION
 
  CROSS REFERENCE SHEET PURSUANT TO RULE 404(a) OF THE SECURITIES ACT OF 1933
 AND ITEM 501(b) OF REGULATION S-K, SHOWING THE LOCATION IN THE PROSPECTUS AND
       PROXY STATEMENT OF THE INFORMATION REQUIRED BY PART I OF FORM S-4
 
<TABLE>
<CAPTION>
                                                         LOCATION OR CAPTION IN PROSPECTUS
                    ITEM OF FORM S-4                            AND PROXY STATEMENT
      ---------------------------------------------  ------------------------------------------
<C>   <S>                                            <C>
  1.  Forepart of Registration Statement and
      Outside Front Cover Page of Prospectus.......  Facing Page of Registration Statement;
                                                     Cross Reference Sheet; Outside Front Cover
                                                     Page of Prospectus and Proxy Statement
  2.  Inside Front and Outside Back Cover Pages of
      Prospectus...................................  Available Information; Incorporation of
                                                     Certain Documents by Reference; Inside
                                                     Front Cover Page of Prospectus and Proxy
                                                     Statement; Table of Contents
  3.  Risk Factors, Ratio of Earnings to Fixed
      Charges and Other Information................  Summary
  4.  Terms of Transaction.........................  Summary; Merger; Certain Regulatory
                                                     Considerations; Description of National
                                                     City Capital Stock; Description of FWNC
                                                     Capital Stock; General Comparison of
                                                     National City and FWNC Capital Stock
  5.  Pro Forma Financial Information..............  Pro Forma Combined Consolidated Financial
                                                     Information (Unaudited)
  6.  Material Contracts with the Company Being
      Acquired.....................................  Summary; Merger
  7.  Additional Information Required for
      Reoffering by Persons and Parties Deemed to
      Be Underwriters..............................  Not Applicable
  8.  Interests of Named Experts and Counsel.......  Selection of Independent Auditors-National
                                                     City; Experts; Legal Opinions
  9.  Disclosure of Commission Position on
      Indemnification for Securities Act
      Liabilities..................................  Not Applicable
 10.  Information with Respect to S-3
      Registrants..................................  Information about National City;
                                                     Incorporation of Certain Documents by
                                                     Reference
 11.  Incorporation of Certain Information by
      Reference....................................  Incorporation of Certain Documents by
                                                     Reference
 12.  Information with Respect to S-2 or S-3
      Registrants..................................  Not Applicable
 13.  Incorporation of Certain Information by
      Reference....................................  Incorporation of Certain Documents by
                                                     Reference
 14.  Information with Respect to Registrants Other
      Than S-3 or S-2 Registrants..................  Not Applicable
 15.  Information with Respect to S-3 Companies....  Information about FWNC; Incorporation of
                                                     Certain Documents by Reference
 16.  Information with Respect to S-2 or S-3
      Companies....................................  Not Applicable
 17.  Information with Respect to Companies Other
      Than S-3 or S-2 Companies....................  Not Applicable
 18.  Information if Proxies, Consents or
      Authorizations are to be Solicited...........  Summary; The Meetings
 19.  Information if Proxies, Consents or
      Authorizations are not to be Solicited, or in
      an Exchange Offer............................  Not Applicable
</TABLE>
<PAGE>   3
 
February      , 1998
 
Dear Shareholder:
 
     You are cordially invited to attend a Special Meeting of Shareholders of
Fort Wayne National Corporation ("FWNC") which will be held at the Allen County
War Memorial Coliseum Exposition Center, 4000 Parnell Avenue, Fort Wayne,
Indiana at 1:30 p.m., Eastern Standard Time, on March 30, 1998 (the "Special
Meeting").
 
     At the Special Meeting, you will be asked to consider and vote upon a
proposal to approve the Agreement and Plan of Merger dated as of January 12,
1998 (the "Agreement") pursuant to which FWNC will merge (the "Merger") with and
into National City Corporation ("National City") and each outstanding share of
common stock, without par value of FWNC will be converted into 0.75 shares of
the common stock of National City and each outstanding share of 6% Cumulative
Convertible Class B Preferred Stock, Series 1, without par value of FWNC will be
converted into 1.0 share of preferred stock of National City.
 
     Enclosed are a Notice of the Special Meeting and a Prospectus and Proxy
Statement which describe the Merger and its background. A copy of the Agreement
is attached to the Prospectus and Proxy Statement. You are urged to read all of
these materials carefully. The approval of a majority of the votes of the
outstanding shares of FWNC Common is required to approve the Agreement. In the
event that proxies representing a sufficient number of shares voting to approve
the Agreement are not obtained prior to the Special Meeting, a proposal to
adjourn the Special Meeting in order to solicit additional proxies will be put
to a vote at the Special Meeting.
 
     THE BOARD OF DIRECTORS OF FWNC HAS UNANIMOUSLY APPROVED THE AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AGREEMENT.
 
     YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD
AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. IF YOU ATTEND THE
SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY. DO NOT SEND YOUR STOCK CERTIFICATES WITH THE ENCLOSED PROXY
CARD.
 
                                            Sincerely,
 
                                            /s/ M. James Johnston
                                            M. JAMES JOHNSTON
                                            Chairman and Chief Executive Officer
<PAGE>   4
 
                        FORT WAYNE NATIONAL CORPORATION
 
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON MARCH 30, 1998
 
To the Shareholders of
FORT WAYNE NATIONAL CORPORATION
 
     A Special Meeting of Shareholders (the "Special Meeting") of Fort Wayne
National Corporation, an Indiana corporation ("FWNC"), will be held on March 30,
1998 at 1:30 p.m., Eastern Standard Time, at the Allen County War Memorial
Coliseum Exposition Center, 4000 Parnell Avenue, Fort Wayne, Indiana. The
purpose of the Special Meeting is to consider and vote upon a proposal to
approve the Agreement and Plan of Merger, dated as of January 12, 1998 (the
"Agreement"), between National City Corporation ("National City") and FWNC,
pursuant to which FWNC will be merged with and into National City upon the terms
and subject to the conditions set forth in the Agreement, as are more fully
described in the enclosed Prospectus and Proxy Statement. A copy of the
Agreement is attached as Appendix A to the accompanying Prospectus and Proxy
Statement.
 
     The Board of Directors has fixed the close of business on February 23, 1998
as the record date (the "Record Date") for determining holders of shares of
common stock, without par value of FWNC entitled to notice of, and to vote at,
the Special Meeting and any adjournments or postponements thereof. In the event
that proxies representing a sufficient number of shares voting to approve the
Agreement are not obtained prior to the Special Meeting, a proposal to adjourn
the Special Meeting to solicit additional proxies will be put to a vote at the
Special Meeting.
 
     THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AGREEMENT.
 
                                            By Order of the Board of Directors,
 
                                            /s/ Stephen R. Gillig
                                            STEPHEN R. GILLIG
                                            Secretary
Fort Wayne, Indiana
February      , 1998
 
     WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY.
<PAGE>   5
 
                         PROSPECTUS AND PROXY STATEMENT
 
                           NATIONAL CITY CORPORATION
                       13,541,188 SHARES OF COMMON STOCK
        739,976 SHARES OF 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES 1
 
     This Prospectus and Proxy Statement relates to the proposed merger of FORT
WAYNE NATIONAL CORPORATION, an Indiana corporation ("FWNC"), with and into
NATIONAL CITY CORPORATION, a Delaware corporation ("National City"). If the
proposed merger is consummated, (i) the outstanding shares of common stock,
without par value, of FWNC ("FWNC Common"), other than FWNC Common held by
National City or any direct or indirect wholly-owned subsidiary of National City
in certain capacities or acquired in satisfaction of debts previously contracted
and FWNC Common held in the treasury of FWNC, will be converted into the right
to receive shares of common stock, par value $4.00 per share, of National City
("National City Common") at a rate of 0.75 shares of National City Common for
each share of FWNC Common, and cash in lieu of fractional shares and (ii) the
outstanding shares of 6% Cumulative Convertible Class B Preferred Stock, Series
1, without par value, of FWNC ("FWNC Preferred" and together with the FWNC
Common, the "FWNC Stock"), other than FWNC Preferred held by National City or
any direct or indirect wholly-owned subsidiary of National City in certain
capacities or acquired in satisfaction of debts previously contracted and FWNC
Preferred held in the treasury of FWNC, will be converted into the right to
receive 1.0 share of preferred stock, without par value, of National City
("National City Preferred" and together with the National City Common, the
"National City Stock") which will be designated as National City's 6% Cumulative
Convertible Preferred Stock, Series 1. The transaction is subject to various
conditions, including approval by the shareholders of FWNC at their Special
Meeting, described herein, and approval by applicable regulatory authorities.
 
     National City Common is traded on the New York Stock Exchange ("NYSE"). The
closing price of National City Common on the NYSE on February      , 1998 was
$          . FWNC Common is included for quotation on the National Association
of Securities Dealers Automated Quotation National Market System ("NASDAQ/NMS").
The last reported sale price of FWNC Common on the NASDAQ/NMS on February      ,
1998 was $     .
 
     All information concerning National City contained in this Prospectus and
Proxy Statement has been furnished by National City, and all information herein
concerning FWNC has been furnished by FWNC. National City has represented and
warranted to FWNC, and FWNC has represented and warranted to National City, that
the particular information so furnished is true and complete.
                            ------------------------
 
     THE SHARES OF NATIONAL CITY STOCK TO BE ISSUED IN CONNECTION WITH THE
MERGER HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
AND PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
     THE SHARES OF NATIONAL CITY STOCK TO BE ISSUED IN CONNECTION WITH THE
MERGER ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
                            ------------------------
 
                                PROXY STATEMENT
                                Special Meeting
                               of Shareholders of
                                      FWNC
                          to be held on March 30, 1998
 
     THIS PROSPECTUS SERVES AS THE PROXY STATEMENT OF FWNC IN CONNECTION WITH
THE SOLICITATION OF PROXIES TO BE USED AT THE SPECIAL MEETING OF FWNC'S
SHAREHOLDERS TO BE HELD FOR THE PURPOSES DESCRIBED HEREIN.
- --------------------------------------------------------------------------------
 
    The date of this Prospectus and Proxy Statement is February      , 1998.
 
     It is first being mailed to FWNC shareholders, together with notices and
forms of proxy, on or about February      , 1998.
<PAGE>   6
 
                             AVAILABLE INFORMATION
 
     Each of National City, FWNC, and First of America Bank Corporation ("FOA")
are subject to the information reporting requirements of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements and other information may
be inspected or copied at the public reference facilities of the Commission
located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; at the Commission's Chicago Regional Office, Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and at its New
York Regional Office, R.R. Donnelly Building, 75 Park Place, 14th Floor, New
York, New York 10007. Copies of such materials may also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, reports, proxy
statements and other information concerning National City and FWNC may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005 and of the National Association of Securities Dealers,
Inc. 1735 K Street, N.W., Washington D.C. 20006, respectively, and are also
available to the public from commercial document retrieval services and at the
website maintained by the SEC at "http://www.sec.gov".
 
     This Prospectus and Proxy Statement does not contain all of the information
set forth in the registration statement on Form S-4 and the exhibits thereto
filed by National City under the Securities Act of 1933, as amended (the "1933
Act"), with the Commission relating to the shares of National City Common
offered hereby (the "Registration Statement"), certain portions of which have
been omitted pursuant to the rules and regulations of the Commission and to
which portions reference is hereby made for further information with respect to
National City, FWNC and the securities offered hereby. The Registration
Statement and the exhibits thereto may be inspected without charge at the
offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies may be obtained from the Commission at prescribed rates and are also
available to the public from commercial document retrieval services and at the
website maintained by the SEC at "http://www.sec.gov".
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     National City hereby incorporates in this Prospectus and Proxy Statement by
reference its Annual Report on Form 10-K for the year ended December 31, 1997
and its Current Report on Form 8-K dated January 13, 1998, the description of
National City Common set forth in the Restated Certificate of Incorporation of
the Registrant, as amended (filed as Exhibit 3.1 to Registration Statement No.
33-49823), each as filed with the Commission pursuant to the Exchange Act. FWNC
hereby incorporates in this Prospectus and Proxy Statement by reference its
Annual Report on Form 10-K for the year ended December 31, 1997, its Current
Reports on Form 8-K dated January 23, 1998, and the description of FWNC Common
and FWNC Preferred as filed with the Commission pursuant to the Exchange Act.
FOA hereby incorporates in this Prospectus and Proxy Statement by reference its
Annual Report on Form 10-K for the year ended December 31, 1997, and the
description of FOA common stock, par value $10.00 per share ("FOA Common") and
FOA preferred stock purchase rights contained in FOA's Registration Statements
on Form 8-K under the Exchange Act, dated April 30, 1990 (with respect to FOA
Common) and July 18, 1990 and as amended December 12, 1997 (with respect to the
FOA preferred stock purchase rights) as filed with the Commission pursuant to
the Exchange Act.
 
     All documents filed by National City, FWNC, and FOA pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and Proxy Statement and prior to the Special Meeting of Shareholders of FWNC
shall be deemed to be incorporated by reference in this Prospectus and Proxy
Statement and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and Proxy Statement to the extent that such
statement is modified or superseded by a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus and Proxy Statement.
 
     NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND PROXY STATE-
 
                                        2
<PAGE>   7
 
MENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY NATIONAL CITY OR FWNC. THIS PROSPECTUS
AND PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION WITHIN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION WITHIN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
AND PROXY STATEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NATIONAL
CITY OR FWNC SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
 
     THIS PROSPECTUS AND PROXY STATEMENT INCORPORATES DOCUMENTS OF NATIONAL
CITY, FWNC AND FOA BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH. THE NATIONAL CITY DOCUMENTS (OTHER THAN CERTAIN EXHIBITS TO ANY SUCH
DOCUMENTS) ARE AVAILABLE TO ANY PERSON TO WHOM A COPY OF THIS PROSPECTUS AND
PROXY STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST TO NATIONAL CITY
CORPORATION, 1900 EAST NINTH STREET, CLEVELAND, OHIO 44114, ATTENTION: THOMAS A.
RICHLOVSKY, SENIOR VICE PRESIDENT AND TREASURER, TELEPHONE NUMBER (216)
575-2126, AND WILL BE FURNISHED WITHOUT CHARGE. THE FOA DOCUMENTS (OTHER THAN
CERTAIN EXHIBITS TO ANY DOCUMENTS) ARE AVAILABLE TO ANY PERSON TO WHOM A COPY OF
THIS PROSPECTUS AND PROXY STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL
REQUEST TO FIRST OF AMERICA BANK CORPORATION, 211 SOUTH ROSE STREET, KALAMAZOO,
MICHIGAN 49007, ATTENTION: JENNIFER D. COX, SENIOR VICE PRESIDENT ACCOUNTING
DIVISION, TELEPHONE NUMBER (616) 376-7115, AND WILL BE FURNISHED WITHOUT CHARGE.
THE FWNC DOCUMENTS (OTHER THAN CERTAIN EXHIBITS TO ANY SUCH DOCUMENTS) ARE
AVAILABLE TO ANY PERSON TO WHOM A COPY OF THIS PROSPECTUS AND PROXY STATEMENT
HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST TO FORT WAYNE NATIONAL
CORPORATION, 110 W. BERRY STREET, FORT WAYNE, INDIANA 46801, ATTENTION: KAREN M.
KASPER, EXECUTIVE VICE PRESIDENT, TELEPHONE NUMBER (219) 426-0555, AND WILL BE
FURNISHED WITHOUT CHARGE. IN ORDER TO ENSURE TIMELY DELIVERY OF ANY NATIONAL
CITY DOCUMENTS, ANY REQUEST SHOULD BE MADE BY MARCH 23, 1998. IN ORDER TO ENSURE
TIMELY DELIVERY OF ANY FOA DOCUMENTS, ANY REQUEST SHOULD BE MADE BY MARCH 23,
1998. IN ORDER TO ENSURE TIMELY DELIVERY OF ANY FWNC DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY MARCH 23, 1998.
 
                                        3
<PAGE>   8
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
AVAILABLE INFORMATION.................................................................     2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................................     2
SUMMARY...............................................................................     7
     Parties to the Merger............................................................     7
     Reasons for the Merger...........................................................     7
     Terms of the Merger..............................................................     7
     Market Value of National City Common and FWNC Common.............................     8
     Conditions; Termination; Amendments..............................................     8
     Regulatory Approvals.............................................................     9
     The Special Meeting..............................................................     9
     Vote Required....................................................................     9
     Recommendation of the Board of Directors.........................................     9
     Opinion of Financial Advisor.....................................................     9
     Appraisal and Dissenters' Rights.................................................    10
     Certain Federal Income Tax Consequences and Accounting Treatment.................    10
     The Option.......................................................................    10
     Rights of Holders of FWNC Common After the Merger................................    10
     Market and Market Prices.........................................................    11
     Interest of Certain Persons in The Merger........................................    11
     Current Developments.............................................................    11
     Year 2000........................................................................    13
     Selected Financial Data..........................................................    14
     Comparative Per Share Data.......................................................    17
THE SPECIAL MEETING...................................................................    19
     Record Date and Voting Rights....................................................    19
     Voting and Revocation of Proxies.................................................    19
MERGER................................................................................    19
     Background of the Merger -- FWNC.................................................    20
     Reasons for the Merger; FWNC Board of Directors Recommendation...................    21
     Background of and Reasons for the Merger -- National City........................    21
     Opinion of Financial Advisor.....................................................    22
     Terms of the Merger..............................................................    26
     Conversion of Shares of FWNC Stock...............................................    27
     Treatment of Employee and Director Stock Options.................................    28
     Conditions to the Merger.........................................................    29
     Regulatory Approvals.............................................................    30
     Waiver; Amendment; Termination...................................................    30
     Effective Time...................................................................    32
     Conduct of National City's Business Pending the Merger...........................    32
     Conduct of FWNC's Business Pending the Merger....................................    32
</TABLE>
 
                                        4
<PAGE>   9
 
<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
     Employee Matters.................................................................    34
     Indemnification and Insurance....................................................    34
     Interests of Certain Persons in the Merger.......................................    35
     Employment and Other Agreements..................................................    35
     Management After the Merger......................................................    37
     Certain Federal Income Tax Consequences..........................................    37
     Accounting Treatment.............................................................    38
     Resales by Affiliates............................................................    38
     Appraisal and Dissenters' Rights.................................................    39
     The Option.......................................................................    39
PRO FORMA COMBINED CONSOLIDATED FINANCIAL
  INFORMATION (UNAUDITED).............................................................    44
MANAGEMENT AFTER THE MERGER...........................................................    51
     National City Directors..........................................................    51
     Beneficial Ownership.............................................................    53
     Section 16(a) Beneficial Ownership Reporting Compliance..........................    53
     Ownership Guidelines.............................................................    53
     Executive Compensation...........................................................    55
REPORT OF COMPENSATION AND ORGANIZATION COMMITTEE.....................................    59
     Compensation Philosophy..........................................................    59
     Executive Compensation Principles................................................    59
     Commitment to Employee Equity Ownership..........................................    60
     Stock Ownership Guidelines.......................................................    60
     Equity-Based Rewards.............................................................    60
     Cash-Based Rewards...............................................................    61
     Peer Group Banks.................................................................    62
     Summary..........................................................................    62
THE COMPENSATION AND ORGANIZATION
  COMMITTEE'S REVIEW OF CEO COMPENSATION..............................................    62
STOCKHOLDER RETURN PERFORMANCE........................................................    64
     Grantor Trust....................................................................    66
     Transactions with Management.....................................................    67
CERTAIN REGULATORY CONSIDERATIONS.....................................................    67
     General..........................................................................    67
     Payment of Dividends.............................................................    68
     Certain Transactions by Bank Holding Companies with their Affiliates.............    68
     Capital..........................................................................    69
     Holding Company Support of Subsidiary Banks......................................    69
     FDIC Insurance Assessments.......................................................    70
DESCRIPTION OF NATIONAL CITY CAPITAL STOCK............................................    70
     Common Stock.....................................................................    70
     Preferred Stock..................................................................    70
</TABLE>
 
                                        5
<PAGE>   10
 
<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
DESCRIPTION OF FWNC SHARES............................................................    71
     Common Stock.....................................................................    71
     Preferred Stock..................................................................    71
GENERAL COMPARISON OF NATIONAL CITY AND FWNC CAPITAL STOCK............................    72
     General..........................................................................    72
     Directors........................................................................    72
     Limitation of Director Liability in Certain Circumstances........................    73
     Indemnification and Insurance....................................................    73
     Antitakeover Statutes............................................................    75
     Cumulative Voting................................................................    76
     Action Without a Meeting.........................................................    76
     Special Meetings.................................................................    76
     Voting, Appraisal Rights and Corporate Reorganizations...........................    76
     Amendment of Articles and By-Laws................................................    77
     Preemptive Rights................................................................    77
     Dividends........................................................................    77
FORWARD LOOKING STATEMENTS............................................................    78
INFORMATION ABOUT NATIONAL CITY.......................................................    78
INFORMATION ABOUT FWNC................................................................    79
EXPERTS...............................................................................    79
LEGAL OPINIONS........................................................................    79
SHAREHOLDER PROPOSALS.................................................................    79
GENERAL...............................................................................    80
APPENDIX A - AGREEMENT AND PLAN OF MERGER.......................................  Appendix A
APPENDIX B - OPINION OF KEEFE, BRUYETTE & WOODS, INC............................  Appendix B
APPENDIX C - STOCK OPTION AGREEMENT.............................................  Appendix C
APPENDIX D - FORM OF CERTIFICATE OF DESIGNATION.................................  Appendix D
</TABLE>
 
                                        6
<PAGE>   11
 
                                    SUMMARY
 
     The following is a summary of certain information with respect to matters
to be considered at a Special Meeting of Shareholders of FWNC and is not
intended to be a complete statement of all material facts regarding the matters
to be considered at that meeting. It is qualified in its entirety by reference
to the more detailed information contained elsewhere in this Prospectus and
Proxy Statement or incorporated by reference in this Prospectus and Proxy
Statement, the accompanying appendices and the documents referred to herein.
 
PARTIES TO THE MERGER
 
     FWNC.  Fort Wayne National Corporation ("FWNC") is a regional multibank
holding company registered under the Bank Holding Company Act of 1956, as
amended (the "BHCA"), and is incorporated under the laws of the state of
Indiana. As of December 31, 1997, FWNC owned all of the outstanding shares of
seven commercial banks in Indiana, and through these banks operated 66 offices
in Indiana and Michigan. FWNC, through its banks and one nonbank subsidiary,
offers a broad range of commercial and retail banking services as well as trust
and investment management services. At December 31, 1997, FWNC, its affiliate
banks and nonbank subsidiary had consolidated total assets of $3.4 billion and
consolidated total deposits of $2.6 billion. See "SUMMARY -- Selected
Consolidated Financial Information"; "SUMMARY -- Comparative Per Share
Information"; "PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION"
and "INFORMATION ABOUT FWNC". The principal office of FWNC is located at 110 W.
Berry Street, Fort Wayne, Indiana 46801, and its telephone number is (219)
426-0555.
 
     National City.  National City is a regional multibank holding company
registered under the BHCA and is incorporated under the laws of the state of
Delaware. As of December 31, 1997, National City owned all of the outstanding
stock of 8 commercial banks in Ohio, Pennsylvania, Kentucky and Indiana, and
through these financial institutions operated 833 offices. National City
subsidiaries provide financial services that meet a wide range of customer
needs, including commercial and retail banking brokerage, trust and investment
services, item processing, mortgage servicing and credit card processing. At
December 31, 1997, National City, its affiliate banks and other subsidiaries had
consolidated total assets of $54.7 billion and consolidated total deposits of
$36.9 billion. See "SUMMARY -- Selected Consolidated Financial Information";
"SUMMARY -- Comparative Per Share Information"; "PRO FORMA CONDENSED
CONSOLIDATED COMBINED FINANCIAL INFORMATION" and "INFORMATION ABOUT National
City". The principal office of National City is located at 1900 East Ninth
Street, Cleveland, Ohio 44114, and its telephone number is (216) 575-2000.
 
REASONS FOR THE MERGER
 
     National City's acquisition strategy includes the expansion into major,
contiguous markets where a significant presence can be established. The
acquisition of FWNC will expand National City's presence in the State of Indiana
and will expand National City's customer base and assets. After exploring
various other strategic alternatives, including the possibility of remaining
independent, FWNC believes that a sale of the company to a larger financial
institution offers the greatest potential for achieving long term value for FWNC
shareholders. See "MERGER -- Background of and Reasons for the Merger -- FWNC"
and "-- Background of and Reasons for the Merger -- National City".
 
TERMS OF THE MERGER
 
     Pursuant to the Agreement and Plan of Merger dated as of January 12, 1998
by and between FWNC and National City (the "Agreement"), FWNC will merge with
and into National City, and National City will be the surviving or resulting
corporation (the "Merger"). A copy of the Agreement is attached hereto as
Appendix A. At the time the Merger becomes effective (the "Effective Time"), (a)
each outstanding share of FWNC Common not owned by National City or any direct
or indirect wholly-owned subsidiary of National City (except for any shares of
FWNC Common held in trust accounts, managed accounts or in any similar manner as
trustee or in a fiduciary capacity or acquired in satisfaction of debts
previously contracted other than shares of FWNC Common held in the treasury of
FWNC) will be converted into the right to receive 0.75 shares of National City
Common and (b) each outstanding share of FWNC Preferred not owned by National
city or any direct or indirect wholly-owned
 
                                        7
<PAGE>   12
 
subsidiary of National City (except for any shares of FWNC Preferred held in
trust accounts, managed accounts or in any similar manner as trustee or in a
fiduciary capacity or acquired in satisfaction of debts previously contracted)
other than shares of FWNC Preferred held in the treasury of FWNC will be
converted into the right to receive 1.0 share of National City Preferred.
 
     No fractional shares of National City Stock will be issued in the Merger.
In lieu thereof, each holder of FWNC Stock who otherwise would have been
entitled to a fractional share of National City Stock will receive a cash
payment in an amount determined by the average of the per share closing price on
the New York Stock Exchange ("NYSE") of National City Common, in the case of any
holder of FWNC Common, or National City Preferred, in the case of any holder of
FWNC Preferred, for the 20 consecutive trading days ending at the end of the
third day immediately preceding the Effective Time. The shares of National City
Common, and cash in lieu of fractional shares of National City Common, into
which the FWNC Common will be converted pursuant to the Agreement are referred
to herein as the "Common Merger Consideration", the shares of National City
Preferred, and cash in lieu of fractional shares of National City Preferred,
into which the FWNC Preferred will be converted pursuant to the Agreement are
referred to herein as the "Preferred Merger Consideration"; and the Common
Merger Consideration and the Preferred Merger Consideration are collectively
referred to herein as the "Merger Consideration."
 
MARKET VALUE OF NATIONAL CITY STOCK AND FWNC STOCK
 
     The exchange ratios for National City Common and National City Preferred
set forth above are fixed and will not vary with changes in the economy,
prevailing interest rates, earnings of National City or FWNC, the market value
of National City Common or FWNC Common, the value of FWNC Preferred, or other
factors between the date of the Agreement and the Effective Time of the Merger.
FWNC shareholders will bear the risk of and obtain any benefit from changes in
the market value of National City Common should the value thereof decline or
increase during that period. On January 12, 1998, the date of the Agreement, the
reported high and low sales prices on the NYSE for National City Common were
$58.875 and $56.9375, respectively, and on January 12, 1998 for FWNC Common on
the NASDAQ/NMS were $45 and $40, respectively. See "Market and Market Prices".
 
     The closing price of National City Common on the NYSE on February   , 1998
was $     per share (which is the equivalent of $     for 0.75 of a share of
National City Common). If the Market Price (as hereinafter defined) is less than
$     per share (such price to be adjusted to reflect any corresponding
adjustment to the stock portion of the Merger Consideration as a result of any
reclassification, recapitalization, split-up, combination or exchange of shares,
or stock dividend declared between the date of the Agreement and the Effective
Time), and if the number obtained by dividing the Market Price by $59.25 is less
than the number obtained by dividing the Final Index Price (as hereinafter
defined) by the Initial Index Price (as hereinafter defined) and subtracting
0.20 from the quotient, then FWNC will have the right, during the 15-day period
commencing on the Fed Approval Date (as hereinafter defined), to terminate the
Agreement. See "MERGER -- Waiver; Amendment; Termination".
 
CONDITIONS; TERMINATION; AMENDMENTS
 
     Consummation of the Merger is subject to satisfaction of a number of
conditions, including (a) approval by FWNC shareholders of the Agreement, (b)
approval by certain federal and state banking authorities, (c) authorization for
listing on the NYSE of the National City Stock issuable in the Merger, (d) the
issuance by the Commission of an order declaring the Registration Statement
effective, (e) the receipt by National City and FWNC of the opinion of Wachtell,
Lipton, Rosen & Katz, special counsel to FWNC, substantially to the effect that
the Merger will be treated for federal income tax purposes as a reorganization
within the meaning of Section 368(a) of the Code, and (f) the nonexistence of a
restraining order, preliminary or permanent injunction or other order by any
federal or state court in the United States preventing the consummation of the
Merger. Substantially all of the conditions to consummation of the Merger (other
than required shareholder or regulatory approvals) may be waived, in whole or in
part, by the party for whose benefit they have been created, without the
approval of the stockholders or shareholders, as the case may be, of that party.
The shareholders of FWNC will be resolicited by FWNC prior to the waiving of the
receipt of the tax opinion from Wachtell, Lipton, Rosen &
 
                                        8
<PAGE>   13
 
Katz. In addition, the Agreement may be terminated under certain circumstances,
and no such termination would require stockholder or shareholder approval. The
Agreement may be amended or supplemented upon the written agreement of National
City and FWNC at any time, provided that after FWNC shareholder approval of the
Agreement no amendment may be made which reduces or changes the form of the
Merger Consideration unless further shareholder approval is obtained. See
"MERGER -- Conditions to the Merger" and "MERGER -- Waiver; Amendment;
Termination".
 
REGULATORY APPROVALS
 
     In order for the Merger to be consummated, approvals must be obtained from
the Board of Governors of the Federal Reserve System (the "FRB") and applicable
state regulators. See "MERGER -- Regulatory Approvals".
 
THE SPECIAL MEETING
 
     A Special Meeting of Shareholders of FWNC (the "The Special Meeting") will
be held on March 30, 1998 in the Allen County War Memorial Coliseum Exposition
Center, 4000 Parnell Avenue, Fort Wayne, Indiana, commencing at 1:30 p.m.,
Eastern Standard Time. The purpose of the Special Meeting is (a) to consider and
vote on a proposal to approve the Agreement, and (b) to transact such other
business as may properly come before the meeting. The Board of Directors of FWNC
has fixed the close of business on February 23, 1998 as the Record Date for the
determination of shareholders entitled to notice of and to vote at the Special
Meeting.
 
VOTE REQUIRED
 
     The proposal to approve the Agreement to be considered at the Special
Meeting must be approved by the affirmative vote of holders of a majority of the
outstanding shares of FWNC Common. The approval of the Agreement by the
shareholders of FWNC is required under Section 23-1-40-3 of the Indiana Business
Corporation Law (the "IBCL") and is included in the Agreement as a condition to
the parties' obligations to close. As of January 20, 1998, the directors and
executive officers of FWNC and their affiliates are entitled to vote
approximately 19% of the outstanding shares of FWNC Common eligible to vote at
the Special Meeting.
 
     FWNC has been advised that its directors and executive officers intend to
vote their shares (including shares held in a fiduciary capacity) in favor of
the Agreement. The Agreement provides that, absent certain circumstances (none
of which has occurred), the Board of Directors of FWNC shall recommend that
their shareholders vote in favor of and approve the Merger and approve the
Agreement at the Special Meeting. National City stockholder approval will not be
required for the Merger.
 
     For additional information with respect to the Special Meeting, See "THE
SPECIAL MEETING -- Record Date and Voting Rights".
 
RECOMMENDATION OF THE BOARD OF DIRECTORS
 
     The Boards of Directors of National City and FWNC have unanimously approved
the Agreement and believe that the proposed Merger is in the best interests of
their respective corporations and stockholders or shareholders, as the case may
be. The Board of Directors of FWNC unanimously recommends that FWNC's
shareholders vote FOR the adoption of the Agreement. See "MERGER -- Background
of and Reasons for the Merger -- FWNC" and "MERGER -- Background of and Reasons
for the Merger -- National City".
 
OPINION OF FINANCIAL ADVISOR
 
     Keefe, Bruyette & Woods, Inc. ("KBW"), FWNC's financial advisor, has
rendered its opinion that, as of January 11, 1998, and as of the date of this
Prospectus and Proxy Statement, the Merger Consideration is fair, from a
financial point of view, to the shareholders of FWNC (the "Opinion"). National
City has not engaged a financial advisor in connection with the proposed Merger.
A copy of the Opinion is attached hereto as Appendix B and should be read in its
entirety with respect to the assumptions and justification made and other
matters considered. See "MERGER -- Opinion of Financial Advisor".
 
                                        9
<PAGE>   14
 
APPRAISAL AND DISSENTERS' RIGHTS
 
     Holders of FWNC Common will not be entitled to dissenters' rights pursuant
to Section 23-1-44-8 of the IBCL. See "MERGER -- Appraisal and Dissenters'
Rights".
 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES AND ACCOUNTING TREATMENT
 
     The Merger is structured to qualify as a tax-free reorganization under
Section 368 of the Code. The Agreement provides as a condition to the parties'
obligations to consummate the Merger that National City and FWNC shall have
received the opinion of Wachtell, Lipton, Rosen & Katz, special counsel to FWNC
substantially to the effect, among other things, that for United States federal
income tax purposes no gain or loss will be recognized by the shareholders of
FWNC who exchange their shares of FWNC Common solely for shares of National City
Common or who exchange their shares of FWNC Preferred for National City
Preferred pursuant to the Merger (except with respect to cash received in lieu
of a fractional interest in National City Common). See "MERGER -- Certain
Federal Income Tax Consequences."
 
     The Merger, if completed as proposed, will be treated as a purchase for
accounting and financial reporting purposes. See "MERGER -- Accounting
Treatment."
 
THE OPTION
 
     As a condition to National City's entering into the Agreement, and in
consideration therefor, FWNC and National City entered into a Stock Option
Agreement dated as of January 12, 1998 (the "Option Agreement"). The Option
Agreement is intended to increase the likelihood that the Merger will be
consummated by making it more difficult and more expensive for another party to
obtain control of or acquire FWNC. See "MERGER -- The Option". A copy of the
Option Agreement is attached hereto as Appendix C.
 
     Pursuant to the Option Agreement, FWNC granted National City an option (the
"Option") to purchase up to 3,337,133 fully paid and nonassessable shares of
FWNC Common at a price of $41.375 per share. If any additional shares of FWNC
Common are issued or otherwise become outstanding after the date of the Option
Agreement, the number of shares of FWNC Common subject to the Option will be
increased so that, after that issuance, it equals 19.9% of the number of shares
of FWNC Common then issued and outstanding without giving effect to any shares
subject to or issued pursuant to the Option. National City may exercise the
Option only upon the occurrence of certain events (none of which has occurred to
date) and upon obtaining any regulatory approval necessary for the acquisition
of the shares of FWNC Common subject to the Option. In lieu of exercising the
Option in full, National City can require FWNC to repurchase, for a formula
price, the Option and any shares of FWNC Common purchased upon any partial
exercise of the Option and owned by National City at that time. See
"MERGER -- The Option".
 
     In addition to other Exercise Termination Events (as that term is defined
in "MERGER -- The Option"), the Option Agreement provides that the Option will
terminate upon the termination of the Agreement in accordance with the
provisions thereof if that termination occurs prior to the occurrence of an
Initial Triggering Event (as that term is defined in "MERGER -- The Option").
The Agreement may be terminated at any time prior to the Effective Time by
either National City or FWNC if the Merger is not approved at the Special
Meeting (provided that the terminating party is not otherwise in material breach
of its obligations under the Agreement). Accordingly, if no Initial Triggering
Event has occurred, the FWNC shareholders do not approve the Agreement at the
Special Meeting, and either National City or FWNC terminates the Agreement as a
result thereof, the Option will terminate. See "MERGER -- The Option".
 
RIGHTS OF HOLDERS OF FWNC COMMON AFTER THE MERGER
 
     The rights of holders of FWNC Common are governed by the IBCL, FWNC's
Articles of Incorporation ("FWNC Articles"), and FWNC's By-Laws ("FWNC
By-Laws"). At the Effective Time, FWNC's shareholders will become National City
stockholders. The rights of National City stockholders are, and after the
Effective Time will continue to be, governed by the Delaware General Corporation
Law (the "DGCL"), National City's Restated Certificate of Incorporation, as
amended ("National City's Certificate"), and National City's First
 
                                       10
<PAGE>   15
 
Restatement of By-Laws dated April 27, 1987 ("National City's By-Laws"). See
"GENERAL COMPARISON OF NATIONAL CITY AND FWNC CAPITAL STOCK".
 
MARKET AND MARKET PRICES
 
     National City Common is listed on the NYSE (Symbol: NCC). FWNC Common is
included for quotation on NASDAQ/NMS (Symbol: FWNC). Receipt of authorization
for listing on the NYSE of the shares of National City Common issuable in
connection with the Merger is a condition to consummation of the Merger. See
"MERGER -- Conditions to the Merger". The information set forth in the table
following presents (a) the closing price for National City Common on the NYSE
Composite Transaction Tape, and the last quoted composite closing price for FWNC
Common reported on NASDAQ/NMS, on January 9, 1998, the date preceding the public
announcement of the Merger, and on               , (b) the high and low sale
prices for National City Common and FWNC Common on those dates, and (c) the FWNC
equivalent per share price (based on the price of National City Common issuable
in the Merger) as of January 9, 1998 and               , calculated by
multiplying the closing price of National City Common on the NYSE on those dates
by 0.75 (the "Exchange Ratio").
 
<TABLE>
<CAPTION>
                                                          NATIONAL                EQUIVALENT
                                                           CITY        FWNC         VALUE
                                                          COMMON      COMMON      PER SHARE
                                                          -------     -------     ----------
<S>                                                       <C>         <C>         <C>
January 9, 1998
     Closing Price....................................    $59.25      $41.375       $44.44
     High.............................................     60.625      42.75         45.47
     Low..............................................     58.938      40.875        44.20
February      , 1998
     Closing Price....................................    $           $             $
     High.............................................
     Low..............................................
</TABLE>
 
     No assurance can be given as to what the market price of National City
Common will be if and when the Merger is consummated or when the shares of
National City Common are actually issued in the Merger. If the Merger had been
consummated on February   ,      , the estimated total value of the Merger,
based on the closing price of National City Common on that date and assuming
that   % of the FWNC Common is exchanged for National City Common, would have
been $            .
 
INTERESTS OF CERTAIN PERSONS IN THE MERGER
 
     Certain members of FWNC's management and the Board of Directors of FWNC may
be deemed to have certain interests in the Merger that were in addition to their
interests as shareholders of FWNC generally. These additional interests may be
deemed to arise from certain actions National City has agreed to take regarding
the employment and severance arrangements of certain FWNC executive officers and
the compensation and indemnification of FWNC directors. The Boards of Directors
of FWNC and of National City were aware of these interests and considered them,
among other matters, in approving the Merger. In particular, certain officers of
FWNC have entered into employment agreements with National City, which will
become effective after the Effective Time. Generally, the compensatory terms of
these employment agreements are intended to guarantee that the FWNC officers
receive compensation and benefits after the Effective Time that are at least
comparable in the aggregate to the compensation and benefits they were entitled
to receive from FWNC prior to the Effective Time, within the framework of
National City's compensation and benefits structure for similarly situated
employees of National City.
 
CURRENT DEVELOPMENTS
 
     On December 1, 1997, the Registrant issued a Press Release announcing that
National City and First of America Bank Corporation ("FOA") had entered into a
definitive Agreement and Plan of Merger (the "FOA Agreement") providing for a
merger of FOA into National City. Under the terms of the FOA Agreement, FOA
shareholders will receive, in a tax-free exchange, 1.2 shares of National City
Common for each share of FOA
 
                                       11
<PAGE>   16
 
common stock. It is intended that the merger will be accounted for as a
pooling-of-interests for accounting and financial reporting purposes.
 
     Completion of the merger is subject to certain conditions, including (i)
the approval of the shareholders of FOA, (ii) the approval of the stockholders
of National City, (iii) the approval of the appropriate state and federal bank
regulators and other governmental agencies, (iv) the receipt, at closing, by
National City and FOA of a letter from Ernst & Young LLP that the transaction
contemplated by the FOA Agreement qualifies for pooling-of-interest accounting
treatment, (v) the receipt by National City and FOA of an opinion from Wachtell,
Lipton, Rosen & Katz, special counsel to FOA that the merger will be treated for
federal tax purposes as a tax free reorganization and (vi) satisfaction of
certain other conditions customary in a transaction of this type.
 
     Contemporaneously with the execution of the FOA Agreement, National City
and FOA entered into two option agreements. The first option agreement provides
National City the right to purchase a number of shares of FOA common stock which
when added to FOA common shares already owned by National City will equal 19.9%
of FOA's outstanding common stock. The price per share of FOA common stock upon
exercise of the option is $58.75. The other option grants to FOA the right to
purchase a number of shares of National City Common equal to 10% of National
City's outstanding common stock. The price per share of National City Common
upon exercise of the option is $66.75. The options granted under the stock
option agreements are exercisable only upon the occurrence of certain triggering
events which are defined in the respective option agreements. No triggering
event has occurred at this time for either stock option.
 
     FOA is a regional, multibank holding company registered under the Bank
Holding Company Act of 1956, as amended (the "BHCA") and is incorporated under
the laws of the State of Michigan. At December 31, 1997, FOA had consolidated
total assets of $21.1 billion and consolidated total deposits of $15.8 billion.
FOA is the second largest bank holding company in the State of Michigan, the
fifth largest in the State of Illinois and the twelfth largest in the State of
Indiana. FOA's principal activity consists of owning and supervising its two
subsidiary banks which operate general retail and commercial banking businesses
from 545 banking offices and facilities located in Michigan, Illinois and
Indiana. FOA also has divisions and non-banking subsidiaries which provide
mortgage, trust, data processing, pension consulting, revolving credit,
insurance, securities brokerage and underwriting, and investment advisory
services. The principal office of FOA is located at 211 South Rose Street,
Kalamazoo, Michigan 49007, and its telephone number is (616) 376-9000.
 
     National City's acquisition strategy includes the expansion into major,
contiguous markets where a significant presence can be established. Michigan and
Illinois are logical extensions of National City's current midwest markets and
the acquisition of FOA will provide National City with a meaningful presence in
Michigan and Illinois, will expand its presence in the state of Indiana and will
add to National City's customer base and assets. After exploring various other
strategic alternatives, including the possibility of remaining independent, FOA
believes that a sale of the company to a larger financial institution offers the
greatest potential for achieving long term value for its shareholders.
 
     In connection with the Merger, the Boards of Directors of both FOA and
National City have rescinded their respective outstanding share repurchase
authorizations. Further, National City has agreed not to directly or indirectly,
nor does it plan to, retire or reacquire all or part of the stock to be issued
to effect the merger. In order for the merger to qualify for the
pooling-of-interests method of accounting, National City will issue
approximately 13 million shares in connection with the Merger, of National City
Common, prior to the effective time of the FOA Agreement to cure tainted shares.
 
     Following the Merger, the directors and officers of National City at the
Effective Time will continue as the directors and officers of National City.
Promptly after the Effective Time, (a) the Board of Directors of National City
shall increase its size to such number as is necessary to create five vacancies,
and it is anticipated that Richard F. Chormann,                     ,
                    ,                     and                     , who now
serve as directors of FOA, will become directors of National City. Mr. Chormann
will also join the Office of the Chairman of National City.
 
     The Annual Meeting of Stockholders of National City will be held on March
30, 1998, at the Pittsburgh Hilton Inn Towers, Gateway Center, 600 Commonwealth
Place, Pittsburgh, Pennsylvania 15222 commencing at
 
                                       12
<PAGE>   17
 
10:00 a.m., Eastern Standard Time (the "Annual Meeting"). The Board of Directors
of National City has fixed the close of business on February 2, 1998 as the
record date for determination of stockholders entitled to notice of and to vote
at the Annual Meeting. There were           shares of National City common
outstanding on the record date. The purpose of the Annual Meeting is (a) to
elect directors of National City, (b) to consider and vote on a proposal to
adopt the FOA Agreement, (c) to approve the selection of Ernst & Young LLP as
independent auditors, and (d) to transact such other business as may properly
come before the meeting.
 
     The Special Meeting of FOA Shareholders will be held on March 30, 1998, at
the Radisson Plaza Hotel, 100 W. Michigan Avenue, Kalamazoo, Michigan,
commencing at 9:00 a.m., Eastern Standard Time (the "FOA Special Meeting"). The
Board of Directors of FOA has fixed the close of business on February 10, 1998
as the record date for determination of shareholders entitled to notice of and
to vote at the FOA Special Meeting. There were           shares of FOA Common
outstanding on the record date. The purpose of the Special Meeting is to
consider and vote on the proposal to approve the FOA Agreement.
 
YEAR 2000
 
     National City initiated the process of preparing its computer systems and
applications for the Year 2000 in January 1995. This process involves modifying
or replacing certain hardware and software maintained by the Corporation as well
as communicating with external service providers to ensure that they are taking
the appropriate action to remedy their Year 2000 issues. Management expects to
have substantially all of the system and application changes completed by the
end of 1998 and believes that its level of preparedness is appropriate.
 
     National City estimates that the total cumulative cost of the project will
be approximately $40 million, which includes both internal and external
personnel costs related to modifying the systems as well as the cost of
purchasing or leasing certain hardware and software. Purchased hardware and
software will be capitalized in accordance with normal policy. Personnel and all
other costs related to the project are being expensed as incurred.
 
     The costs of the project and the expected completion dates are based on
management's best estimates.
 
                                       13
<PAGE>   18
 
SELECTED FINANCIAL DATA
 
     The following table presents selected consolidated financial data for (a)
National City on a historical basis, (b) FOA on a historical basis, (c) National
City and FOA on an unaudited pro forma basis, (d) FWNC on a historical basis,
and (e) National City, FOA, and FWNC on an unaudited pro forma basis. The pro
forma data in the table assumes that the acquisition of FOA is accounted for as
a pooling-of-interests and that the acquisition of FWNC is accounted for as a
purchase. See "MERGER -- Accounting Treatment" and "SUMMARY -- Current
Developments." This table should be read in conjunction with the financial
statements and other financial information of National City, FOA and FWNC,
respectively, incorporated herein by reference and the unaudited pro forma
combined consolidated financial information giving effect to the mergers of FOA
and FWNC included elsewhere in this Proxy Statement. See "AVAILABLE
INFORMATION"; "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and "PRO FORMA
COMBINED CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)." The pro forma data
presented below is not necessarily indicative of the results which actually
would have been attained if the mergers of FOA and FWNC had been consummated in
the past or which may be attained in the future.
 
<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                         --------------------------------------------------------------
                                            1997         1996         1995         1994         1993
                                         ----------   ----------   ----------   ----------   ----------
<S>                                      <C>          <C>          <C>          <C>          <C>
HISTORICAL NATIONAL CITY CORPORATION:
 
Earnings (In thousands, except per
  share data)
     Net interest income...............  $1,942,828   $1,942,576   $1,828,345   $1,765,628   $1,742,353
     Provision for loan losses.........     139,660      146,480      113,482      109,356      143,089
     Income before cumulative effect of
       accounting changes..............     807,433      736,630      591,460      598,467      556,817
     Net income........................     807,433      736,630      591,460      598,467      616,817
     Net income applicable to common
       stock...........................     807,433      732,602      576,630      583,267      600,318
     Earnings per common share before
       cumulative effect of accounting
       changes:
          Basic........................        3.73         3.34         2.71         2.67         2.65
          Diluted......................        3.66         3.27         2.64         2.60         2.59
     Cash dividends declared per common
       share...........................        1.72         1.88         1.30         1.18         1.06
Average Balances (In millions)
  (unaudited)
     Assets............................      50,834       48,730       48,080       44,211       42,395
     Earning assets....................      46,184       44,227       43,844       40,197       38,640
     Deposits..........................      35,230       34,907       34,715       32,832       31,850
     Other borrowings..................       6,195        5,469        6,310        5,254        5,162
     Long-term debt....................       4,068        3,166        2,435        1,892        1,332
     Stockholders' equity..............       4,358        4,198        3,749        3,561        3,437
 
HISTORICAL FIRST OF AMERICA BANK CORPORATION:
Earnings (In thousands, except per
  share data)
     Net interest income...............     871,922      902,488      923,996      938,735      902,017
     Provision for loan losses.........      85,707       93,456       91,488       86,571       84,714
     Net income........................     314,761      256,886      236,708      220,503      247,385
     Net income applicable to common
       stock...........................     314,761      256,886      236,708      220,503      241,232
     Earnings per common share:(1)
          Basic........................        3.57         2.79         2.50         2.47         2.82
          Diluted......................        3.53         2.77         2.49         2.46         2.76
     Cash dividends declared per common
       share(1)........................        1.33         1.21         1.15         1.09         1.03
Average Balances (In millions)
  (unaudited)
     Assets............................      21,117       22,194       23,752       22,551       20,545
     Earning assets....................      19,196       20,314       21,967       20,872       19,037
     Deposits..........................      16,524       18,272       19,515       19,015       18,092
     Other borrowings..................       1,563        1,443        1,648        1,326          575
     Long-term debt....................         903          445          616          485          272
     Shareholders' equity..............       1,808        1,785        1,704        1,528        1,339
</TABLE>
 
- ---------------
(1) Prior periods have been adjusted for the 3 for 2 stock split effected in the
    form of a dividend, distributed May 30, 1997.
 
                                       14
<PAGE>   19
 
<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                         --------------------------------------------------------------
                                            1997         1996         1995         1994         1993
                                         ----------   ----------   ----------   ----------   ----------
<S>                                      <C>          <C>          <C>          <C>          <C>
PRO FORMA NATIONAL CITY CORPORATION:
  NATIONAL CITY AND FOA
  (UNAUDITED)
Earnings (In thousands, except per
  share data)
     Net interest income...............  $2,814,750   $2,845,064   $2,752,341   $2,704,363   $2,644,370
     Provision for loan losses.........     225,367      239,936      204,970      195,927      227,803
     Income before cumulative effect of
       accounting changes..............   1,122,194      993,516      828,168      818,970      804,202
     Net income........................   1,122,194      993,516      828,168      818,970      864,202
     Net income applicable to common
       stock...........................   1,122,194      989,488      813,338      803,770      841,550
     Earnings per common share before
       cumulative effect of accounting
       changes
       Basic...........................        3.48         3.00         2.49         2.47         2.38
       Diluted.........................        3.42         2.95         2.45         2.43         2.33
Average common shares outstanding
       Basic...........................     322,234      329,548      326,190      325,521      328,945
       Diluted.........................     327,733      336,549      338,238      337,425      345,840
Average Balances (In millions)
     Assets............................      71,951       70,924       71,832       66,762       62,940
     Earning assets....................      65,380       64,541       65,811       61,069       57,677
     Deposits..........................      51,754       53,179       54,230       51,847       49,942
     Other borrowings..................       7,758        6,912        7,958        6,580        5,737
     Long-term debt....................       4,971        3,611        3,051        2,377        1,604
     Stockholders' equity..............       6,166        5,983        5,453        5,089        4,776
 
HISTORICAL FORT WAYNE NATIONAL
  CORPORATION:
Earnings (In thousands, except per
  share data)
     Net interest income...............     117,547       99,796       79,356       78,815       78,465
     Provision for loan losses.........       4,587        3,953        2,445        2,623        6,060
     Net income........................      36,846       32,502       26,707       26,212       24,133
     Net income applicable to common
       stock...........................      34,626       31,207       26,707       26,212       24,133
     Earnings per common share:
       Basic...........................        1.98         1.79         1.56         1.52         1.41
       Diluted.........................        1.92         1.74         1.53         1.51         1.38
     Cash dividends declared per common
       share...........................        0.79         0.68         0.63         0.58         0.54
Average Balances (In millions)
  (unaudited)
     Assets............................       3,205        2,766        2,173        2,093        2,066
     Earning assets....................       2,933        2,531        2,000        1,922        1,892
     Deposits..........................       2,410        2,091        1,658        1,622        1,613
     Other borrowings..................         386          347          268          239          240
     Long-term debt....................          84           38            7            7            8
     Shareholders' equity..............         296          264          217          203          183
</TABLE>
 
                                       15
<PAGE>   20
 
<TABLE>
<CAPTION>
                                                                                   YEAR ENDED
                                                                                  DECEMBER 31,
                                                                                  ------------
                                                                                      1997
                                                                                  ------------
<S>                                                                               <C>
PRO FORMA NATIONAL CITY CORPORATION:
  NATIONAL CITY, FOA, AND FWNC
  (UNAUDITED)
Earnings (In thousands, except per share data)
     Net interest income.........................................................  $2,932,297
     Provision for loan losses...................................................     229,954
     Net income..................................................................   1,130,934
     Net income applicable to common stock.......................................   1,128,714
     Earnings per common share
       Basic.....................................................................        3.37
       Diluted...................................................................        3.31
Average common shares outstanding
       Basic.....................................................................     335,326
       Diluted...................................................................     342,143
Average Balances (in millions)
     Assets......................................................................      75,156
     Earning assets..............................................................      68,313
     Deposits....................................................................      54,164
     Other borrowings............................................................       8,144
     Long-term debt..............................................................       5,055
     Stockholders' equity........................................................       6,462
</TABLE>
 
                         RATIO OF EARNINGS TO COMBINED
                  FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
 
     The following are the National City consolidated ratios of earnings to
combined fixed charges and preferred stock dividends for each of the years in
the five-year period ended December 31, 1997:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31
                                                          ----------------------------------------
                                                          1997     1996     1995     1994     1993
                                                          ----     ----     ----     ----     ----
<S>                                                       <C>      <C>      <C>      <C>      <C>
Ratio of Earnings to Combined Fixed Charges
  and Preferred Stock Dividends:
     Excluding Interest on Deposits.....................  2.94x    3.01x    2.45x    3.28x    3.72x
     Including Interest on Deposits.....................  1.63     1.61     1.45     1.65     1.66
</TABLE>
 
     For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividends, income before income taxes plus fixed charges has
been divided by fixed charges in 1997 and by the total of fixed charges and
pre-tax earnings required to cover preferred stock dividends in 1996, 1995, 1994
and 1993. Fixed charges, excluding interest on deposits, consist of interest on
short-term borrowings and long-term debt, amortization of debt expense, and that
portion of rental expense which is deemed representative of the interest factor.
Fixed charges, including interest on deposits, consist of the foregoing items
plus interest on deposits. Pre-tax earnings required to cover preferred stock
dividends have been computed by dividing preferred stock dividends by one minus
National City's income tax rate.
 
                                       16
<PAGE>   21
 
COMPARATIVE PER SHARE DATA
 
     The following table sets forth certain comparative per share data, adjusted
for all applicable stock splits, related to book value, cash dividends declared
and net income: (i) on a historical basis for National City, FOA and FWNC, (ii)
on an unaudited pro forma combined basis per share of National City Common,
reflecting National City's consummation of (a) the merger with FOA and (b) the
merger with FOA and FWNC, (iii) on an unaudited pro forma equivalent basis per
share of FOA Common, reflecting National City's consummation of (a) the merger
with FOA and (b) the merger with FOA and FWNC, and (iv) on an unaudited pro
forma equivalent basis per share of FWNC Common, reflecting National City's
consummation of the merger with FOA and FWNC. Such pro forma information has
been prepared (i) assuming an Exchange Rate of 1.20 shares and .75 shares of
National City Common for each share of FOA Common and FWNC Common, respectively,
outstanding immediately prior to each merger, and (ii) giving effect to the FOA
merger on a pooling-of-interests accounting basis and the FWNC merger on a
purchase accounting basis. The unaudited pro forma income statement assumes that
the FOA merger was consummated as of the beginning of each of the periods
indicated and the FWNC merger was consummated on January 1, 1997 and reflects
FWNC information only for the year ended December 31, 1997. The unaudited pro
forma balance sheet information assumes the mergers with FOA and FWNC occurred
on December 31, 1997. National City expects to issue approximately 13 million
shares of National City Common to consummate the FWNC merger. This issuance will
allow National City to account for the FOA merger on a pooling-of-interests
basis.
 
     The following information should be read in conjunction with the historical
financial statements of National City, FOA and FWNC incorporated by reference in
the Proxy Statement and the unaudited pro forma combined consolidated financial
information giving effect to the FOA and FWNC mergers included elsewhere in the
Proxy Statement - see "AVAILABLE INFORMATION", "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE" and "PRO FORMA COMBINED CONSOLIDATED FINANCIAL
INFORMATION (UNAUDITED)."
 
     The earnings data presented below does not include merger-related charges
and/or anticipated cost savings from the consolidation of the operations of
National City, FOA and FWNC, and is not necessarily indicative of the results
which actually would have been attained had the mergers been consummated in the
past or which may be attained in the future.
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                     --------------------------
                                                                      1997      1996      1995
                                                                     ------     -----     -----
<S>                                                                  <C>        <C>       <C>
NATIONAL CITY COMMON STOCK
Earnings per common share before cumulative effect of accounting
  changes:
     Historical
       Basic.......................................................  $ 3.73     $3.34     $2.71
       Diluted.....................................................    3.66      3.27      2.64
     Pro forma National City and FOA
       Basic.......................................................    3.48      3.00      2.49
       Diluted.....................................................    3.42      2.95      2.45
     Pro Forma National City, FOA and FWNC(1)
       Basic.......................................................    3.37
       Diluted.....................................................    3.31
Cash dividends declared per common share(2)
     Historical....................................................    1.72      1.88      1.30
Book value per common share at period-end(1)
     Historical....................................................   20.28
     Pro forma National City and FOA...............................   18.75
     Pro forma National City, FOA and FWNC.........................   20.59
</TABLE>
 
                                       17
<PAGE>   22
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                     --------------------------
                                                                      1997      1996      1995
                                                                     ------    ------    ------
<S>                                                                  <C>       <C>       <C>
FIRST OF AMERICA COMMON STOCK
Earnings per common share before cumulative effect of accounting
  changes:
     Historical
       Basic........................................................ $ 3.57    $ 2.79    $ 2.50
       Diluted......................................................   3.53      2.77      2.49
     Pro forma equivalent National City and FOA(3)
       Basic........................................................   4.18      3.60      2.99
       Diluted......................................................   4.10      3.54      2.94
     Pro forma equivalent National City, FOA and FWNC(1)(3)
       Basic........................................................   4.04
       Diluted......................................................   3.97
Cash dividends declared per common share(2)
     Historical.....................................................   1.33      1.21      1.15
     Pro forma equivalent(3)........................................  2.064     2.256     1.560
Book value per common share at period-end(1)
     Historical.....................................................  21.52
     Pro forma equivalent National City and FOA(3)..................  22.50
     Pro forma equivalent National City, FOA and FWNC(3)............  24.83
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1997
                                                                              -----------------
<S>                                                                           <C>
FORT WAYNE NATIONAL COMMON STOCK
Earnings per common share before cumulative effect of accounting changes:
     Historical
       Basic................................................................       $  1.98
       Diluted..............................................................          1.92
     Pro forma equivalent National City, FOA and FWNC(4)
       Basic................................................................          2.53
       Diluted..............................................................          2.48
Cash dividends declared per common share(2)
     Historical.............................................................          0.79
     Pro forma equivalent(4)................................................          1.29
Book value per common share at period-end(1)
     Historical.............................................................         15.25
     Pro forma National City, FOA and FWNC..................................         15.44
</TABLE>
 
- ---------------
 
(1) Included for specified periods only in accordance with SEC rules.
 
(2) No assurance can be given that equivalent dividends will be declared in the
    future. The amount of future dividends payable by National City will depend
    upon the earnings and financial condition of National City, and other
    factors, including applicable regulations and policies.
 
(3) The equivalent pro forma combined per share data for FOA Common represents,
    in the case of book value and earnings per common share, the pro forma per
    share data for National City Common multiplied by the Exchange Rate (i.e.,
    1.2), and in the case of dividends declared, the historical per share data
    of National City Common multiplied by the Exchange Rate (i.e., 1.2).
 
(4) The equivalent pro forma combined per share data for FWNC Common represents,
    in the case of book value and earnings per common share, the pro forma per
    share data for National City Common multiplied by the Exchange Rate (i.e.,
    .75), and in the case of dividends declared, the historical per share data
    of National City Common multiplied by the Exchange Rate (i.e., .75).
 
                                       18
<PAGE>   23
 
                              THE SPECIAL MEETING
 
     This Prospectus and Proxy Statement is being furnished to the shareholders
of FWNC in connection with the solicitation of proxies by the Board of Directors
of FWNC for use at its Special Meeting and at any adjournment thereof. The
purpose of the Special Meeting is to consider and vote on the approval of the
Agreement. The Special Meeting will be held on March 30, 1998, in the Allen
County War Memorial Coliseum Exposition Center, 4000 Parnell Avenue, Fort Wayne,
Indiana, commencing at 1:30 p.m. Eastern Standard Time. The mailing address of
FWNC's principal executive offices is 110 W. Berry Street, Fort Wayne, Indiana
46801.
 
RECORD DATE AND VOTING RIGHTS
 
     The Board of Directors of FWNC has fixed the close of business on February
23, 1998 as the Record Date for the determination of shareholders entitled to
notice of and to vote at the Special Meeting. As of the Record Date, there were
outstanding and entitled to vote           shares of FWNC Common. The
affirmative vote of the holders of a majority of the outstanding shares of FWNC
Common is required to approve the Agreement under the IBCL and FWNC Articles.
National City stockholder approval will not be required for the Merger.
 
VOTING AND REVOCATION OF PROXIES
 
     Proxies for use at the Special Meeting accompany this Prospectus and Proxy
Statement. A shareholder may use his or her proxy if he or she is unable to
attend the meeting in person or wishes to have his or her shares voted by proxy
even if he or she does attend the meeting. A proxy may be revoked by the person
giving it at any time before it is exercised by providing written notice of such
revocation to the Secretary of FWNC, by submitting a proxy having a later date,
or by that person appearing at the meeting and electing to vote in person. Any
proxy validly submitted and not revoked will be voted in the manner specified
therein by the shareholder. If no specification is made, shares of FWNC Common
represented by proxy will be voted FOR approval of the Agreement. Because a
majority of all of the outstanding shares of FWNC Common must be voted in favor
of the Merger, abstentions and broker nonvotes will have the effect of a vote
against approval of the Merger. If any other matter properly comes before the
Special Meeting, the persons named in the proxy or their substitutes will vote
thereon in accordance with their judgment. The FWNC Board of Directors does not
know of any other matter that will be presented for action at the Special
Meeting.
 
     FWNC will bear the cost of soliciting proxies from its shareholders. In
addition to using the mails, proxies may be solicited by personal interview,
telephone and wire. It is anticipated that banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward their proxy
soliciting material to their principals and to obtain authorizations for the
execution of proxies. Officers and regular employees of FWNC or its
subsidiaries, acting on behalf of FWNC, may solicit proxies personally or by
telephone or wire. FWNC has retained Proxy Services Corporation ("PSC") to
assist in this solicitation. The fee is estimated not to exceed $500, and PSC
will be reimbursed for its reasonable out-of-pocket costs and expenses. FWNC
does not expect to pay any other compensation for the solicitation of proxies,
but may, upon request, pay the standard charges and expenses of banks, brokerage
houses, and other institutions, nominees and fiduciaries for forwarding proxy
materials to and obtaining proxies from their principals. However, no such
payment will be made to any of FWNC's subsidiaries acting through their nominees
or acting as fiduciaries.
 
                                     MERGER
 
     This section of the Prospectus and Proxy Statement describes certain
aspects of the Merger. The following description of the Merger does not purport
to be complete and is qualified in its entirety by reference to the Agreement
and the Option Agreement, which are attached as Appendices A and C respectively,
to this Prospectus and Proxy Statement and are incorporated herein by reference.
All shareholders of FWNC are urged to read the Agreement and the Option
Agreement in their entirety.
 
                                       19
<PAGE>   24
 
BACKGROUND OF THE MERGER -- FWNC
 
     From time to time, FWNC has reviewed various alternatives to enhance
shareholder value, including the possibility of a strategic alliance with
another financial institution. In September, 1997, a Special Strategic
Development Committee of the Board of Directors was formed to evaluate various
options available to FWNC with regard to its strategic development. This
committee met on several occasions to explore available strategic alternatives
with the assistance of KBW, a financial advisor who has been on retainer with
FWNC for several years. Additionally, Furash & Company, a nationally recognized
financial advising firm, was engaged by the Special Strategic Development
Committee to advise it with respect to the evaluation of various strategic
alternatives available to FWNC.
 
     In December, 1997 following a review of the Special Strategic Development
Committee's evaluation to date of various strategic alternatives potentially
available to FWNC, and based upon the advice of KBW, and Furash & Company, the
Executive Committee authorized the Chairman of the Board of Directors of FWNC to
contact National City, which had previously expressed interest in such a
combination, to determine its interest in engaging in a strategic business
combination with FWNC and to pursue preliminary discussions regarding such a
transaction. The Chairmen of the Boards of FWNC and National City agreed to
pursue preliminary discussions regarding such a transaction, and during
December, 1997 and January, 1998, with the advice and assistance of KBW, senior
management of FWNC pursued such discussions and performed due diligence.
 
     On Tuesday, January 6, 1998, members of senior management of FWNC met with
members of senior management of National City and a proposal was made by
National City to FWNC to enter into a business combination. At the meeting,
National City's senior management discussed the strategic and business issues
with respect to such a strategic combination and the financial aspects of the
National City proposal regarding a possible combination with FWNC.
 
     On Thursday, January 8, 1998, a joint meeting of the Executive Committee
and the Special Strategic Development Committee of FWNC was held to discuss the
proposal of National City regarding a possible combination with FWNC. At the
conclusion of the meeting, the Executive Committee authorized senior management
to continue discussions and performance of due diligence with regard to a
possible combination with National City and further authorized senior management
of FWNC to convene a special meeting of the Board of Directors of FWNC to be
held on Sunday, January 11, 1998, to consider the proposal of National City. The
Executive Committee of the Board of Directors of FWNC further authorized senior
management to inform National City that its expression of interest would be
considered by FWNC's Board of Directors at the special meeting to be held on
January 11, 1998. Senior management of FWNC and senior management of National
City commenced further discussions with respect to the specifics of the National
City expression of interest and due diligence investigations and commenced
drafting of documentation for the proposed transaction.
 
     On Friday, January 9, 1998, Saturday, January 10, 1998, and Sunday, January
11, 1998 while the performance of due diligence continued, senior management of
FWNC and National City, and their respective legal representatives, negotiated
the terms of a proposed Agreement and Option Agreement.
 
     At the special meeting of the Board of Directors of FWNC on January 11,
1998, senior management of FWNC, together with its legal and financial advisors,
reviewed for the FWNC Board of Directors the strategic investigation and due
diligence they had conducted, the discussion and contacts with National City to
date, the historical performance and strategies of FWNC and National City, the
financial terms of the proposed transaction with National City including the
Exchange Ratio and the other terms of the draft Merger Agreement and Option
Agreement. FWNC's financial advisors, KBW, reviewed the financial analysis set
forth in "Opinion of FWNC's Financial Advisor." Following such discussions, and
questions by the FWNC Board of Directors to FWNC senior management, its
financial and legal representatives, and National City senior management, the
members of the FWNC Board voted unanimously to approve the Agreement and the
transaction contemplated thereby, including without limitation, the Option
Agreement.
 
                                       20
<PAGE>   25
 
REASONS FOR THE MERGER; FWNC BOARD OF DIRECTOR RECOMMENDATION
 
     In the course of reaching its determination to approve the Agreement and to
make its recommendation to the shareholders of FWNC, the FWNC Board of
Directors, without assigning any relative or specific weights, considered a
number of factors. The material factors considered were: (i) the fairness
opinion rendered by KBW, and attached hereto as Appendix B (ii) the terms of the
Agreement and the Stock Option Agreement as negotiated (including the
transaction structure, the form and amount of the merger consideration, and the
potential impact of the proposed Agreement and the Stock Option Agreement on
other institutions that might have an interest in a business combination with
FWNC), and the negotiation process, (iii) the financial condition, operations
and prospects of National City and the anticipated effect thereon of the
proposed transaction, (iv) industry and economic factors, (v) the nature and
compatibility of National City's management and business philosophy, (vi) the
potential benefits available to the combined company's shareholders resulting
from anticipated growth and expanded products and services, and other
anticipated impact on depositors, employees, customers and communities serviced
by FWNC, (vii) the financial and valuation analysis prepared by KBW, and (viii)
regulatory and other factors.
 
     IN VIEW OF ALL OF THE CONSIDERATIONS DESCRIBED ABOVE, THE BOARD OF
DIRECTORS OF FWNC UNANIMOUSLY RECOMMENDS THAT FWNC SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE AGREEMENT.
 
BACKGROUND OF AND REASONS FOR THE MERGER -- NATIONAL CITY
 
     National City's acquisition strategy has been to be a leader in its
existing markets and to expand into contiguous markets where a major presence
can be established. National City considers Indiana to be such a market because
of its proximity, similar demographics and National City's minimal pre-merger
presence there. FWNC represented a very attractive way to expand National City's
presence in the Indiana market.
 
     On or about December 1997, National City was contacted by an investment
banker representing FWNC in connection with the possible sale of FWNC. National
City then analyzed publicly available information pertaining to FWNC. During
December 1997, National City and FWNC agreed to proceed with the transaction
under general terms submitted by National City to FWNC under a term sheet. On
December 22, 1997, National City provided FWNC with a list of information that
National City needed in order to verify its assumptions. On January 6, 1998,
National City's senior management met with FWNC's senior management and advisors
in order to finalize the terms of the transaction and to conduct its preliminary
due diligence review of FWNC's financial condition and credit quality.
 
     On January 8, 1998, FWNC management notified National City that they
desired to proceed with negotiations of the Agreement. Discussions continued for
the next several days and on January 9, 1998, National City conducted its final
due diligence review. A team from National City reviewed such areas as credit
quality, risk management, systems, controls, consolidation opportunities and
other certain business and management issues. One of the primary objectives of
the due diligence was to verify the assumptions used to determine the
preliminary purchase price and to confirm the findings of its preliminary due
diligence review. After National City completed its review, National City was
satisfied that its assumptions of cost savings, revenue enhancements and
one-time Merger related charges were reasonable. National City believes that the
affiliation with FWNC will provide National City with a meaningful presence in
northern Indiana and will provide a market in which National City can expand its
assets and customer base. National City, with its expertise in middle market
lending, wealth management and investment banking, sees an outstanding
opportunity to increase revenues in the FWNC markets.
 
     On January 11, 1998, FWNC's Board of Directors approved the Agreement. The
National City Board of Directors, after consultation with National City
management and its legal advisors, on January 12, 1998, convened a special
meeting during which the strategic rationale for the acquisition was presented.
Following this presentation, the National City Board of Directors adopted the
Agreement and the terms and conditions contained therein, including without
limitation, the Option Agreement and the form of the Certificate of Designation
for National City Preferred.
 
                                       21
<PAGE>   26
 
     Specifically, National City believes that annual cost savings of
approximately $33 million ($21 million after-tax), can be realized from the
Merger beginning in 1999. The savings are derived primarily from the elimination
of duplicative corporate staff support functions and the conversion of FWNC's
operating systems to National City's. National City has also identified
potential annual net revenue enhancements of $3 million after-tax beginning in
1999. Such enhancements are derived primarily from the introduction of National
City products and services into FWNC's markets. Such products and services
include, but are not limited to, commercial leasing, syndicated lending,
asset-based lending, investment banking, student loans, consumer automobile
leasing, and corporate payments outsourcing.
 
OPINION OF FINANCIAL ADVISOR
 
     FWNC retained KBW as its financial advisor in connection with FWNC's
consideration of a possible business combination with a third party and to
render an opinion with respect to the fairness from a financial point of view of
the consideration to be received by the shareholders of FWNC therein. KBW was
selected to act as FWNC's financial advisor based upon its qualifications,
expertise and reputation. KBW specializes in rendering a range of investment
banking services to banking enterprises and regularly engages in the valuation
of banking businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes.
 
     On January 11, 1998, at the meeting at which the FWNC Board of Directors
approved and adopted the Agreement and the transactions contemplated thereby,
KBW rendered its oral opinion to the FWNC Board of Directors that, as of such
date, the Exchange Ratio was fair to the shareholders of FWNC from a financial
point of view. KBW has reconfirmed its oral opinion of January 11, 1998 by
delivering a written opinion to the FWNC Board of Directors, dated the date of
this Proxy Statement to the effect that, as of the date thereof, the Exchange
Ratio was fair to the shareholders of FWNC from a financial point of view.
 
     THE FULL TEXT OF THE OPINION OF KBW, WHICH SETS FORTH A DESCRIPTION OF THE
PROCEDURES FOLLOWED, ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS ON THE
REVIEW UNDERTAKEN IN CONNECTION WITH SUCH OPINION, IS ATTACHED TO THIS PROXY
STATEMENT AS APPENDIX B AND IS INCORPORATED HEREIN BY REFERENCE. SHAREHOLDERS
ARE URGED TO READ THE OPINION IN ITS ENTIRETY. KBW'S OPINION IS DIRECTED TO THE
FWNC BOARD OF DIRECTORS AND RELATES ONLY TO THE FAIRNESS OF THE EXCHANGE RATIO
IN THE AGREEMENT FROM A FINANCIAL POINT OF VIEW AND DOES NOT ADDRESS ANY OTHER
ASPECT OF THE PROPOSED MERGER OR ANY RELATED TRANSACTION AND DOES NOT CONSTITUTE
A RECOMMENDATION TO ANY SHAREHOLDER AS TO HOW SUCH SHAREHOLDER SHOULD VOTE AT
THE SPECIAL MEETING. THE FOLLOWING SUMMARY OF THE OPINION IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION.
 
     In rendering its opinion, KBW reviewed, analyzed and relied upon the
following material relating to the financial and operating condition of National
City and FWNC: (i) the Agreement; (ii) the Stock Option Agreement; (iii) Annual
Reports to Shareholders for the three years ended December 31, 1996 for National
City and FWNC; (iv) certain interim reports to shareholders of National City and
FWNC and Quarterly Reports on Form 10-Q of National City and FWNC and certain
other communications from National City and FWNC to their respective
shareholders; (v) other financial information concerning the businesses and
operations of National City and FWNC furnished to KBW by National City and FWNC
for the purpose of KBW's analysis, including certain internal financial analyses
and forecasts for National City and FWNC prepared by senior management of
National City and FWNC; (vi) certain publicly available information concerning
the trading of, and the trading market for, the common stock of National City
and FWNC; and (vi) certain publicly available information with respect to
banking companies and the nature and terms of certain transactions that KBW
considered relevant to its inquiry. Additionally, in connection with its written
opinion attached as Appendix B to this Proxy Statement, KBW reviewed a draft of
this Proxy Statement in substantially the form hereof. KBW also held discussions
with
 
                                       22
<PAGE>   27
 
senior management of National City and FWNC concerning their past and current
operations, financial condition and prospects, as well as the results of
regulatory examinations. KBW also considered such financial and other factors as
it deemed appropriate under the circumstances and took into account its
assessment of general economic, market and financial conditions and its
experience in similar transactions, as well as its experience in securities
valuation and its knowledge of financial institutions, including banks, bank
holding companies, thrifts and finance companies generally. KBW's opinion was
necessarily based upon conditions as they existed and could be evaluated on the
date thereof and the information made available to KBW through the date thereof.
 
     In conducting its review and arriving at its opinion, KBW relied upon and
assumed the accuracy and completeness of all of the financial and other
information provided to it or publicly available, and KBW did not attempt to
verify such information independently. KBW relied upon the managements of
National City and FWNC as to the reasonableness and achievability of the
financial and operating forecasts (and the assumptions and bases therefor)
provided to KBW and assumed that such forecasts reflected the best available
estimates and judgments of such managements and that such forecasts will be
realized in the amounts and in the time periods estimated by such managements.
KBW also assumed, without independent verification, that the aggregate
allowances for loan losses for National City and FWNC are adequate to cover such
losses. KBW did not make or obtain any evaluations or appraisals of the property
of National City and FWNC, nor did KBW examine any individual loan credit files.
 
     The following is a summary of the material financial analyses employed by
KBW in connection with providing its oral opinion of January 11, 1998 and does
not purport to be a complete description of all analyses employed by KBW:
 
     Transaction Overview.  KBW reviewed the terms of the Merger, including the
Exchange Ratio and the aggregate transaction value. In its review of the
Exchange Ratio of 0.75, KBW calculated the percentage ownership that
shareholders of FWNC would own of National City pro forma for National City's
acquisition of FOA. This analysis, based on the Exchange Ratio, yielded the
amount of shares of National City Common, approximately 14.3 million, that would
be exchanged for all the shares on a fully converted basis of FWNC Common. The
amount of stock received by FWNC would represent approximately 4.3% of National
City on a pro forma basis. KBW also reviewed the implied value of the
consideration offered based upon the closing price of National City Common on
January 9, 1998 which showed that the implied value of the FWNC transaction was
approximately $44.44 per share of FWNC Common, representing a 7% premium to the
January 9, 1998 stock price of $41.38 per share of FWNC Common, or a total
transaction value of approximately $840 million. Based on the aggregate
consideration offered using the January 9, 1998 closing price for National City
Common, KBW calculated the price to: trailing twelve month earnings per share,
1998 estimated earnings per share, 1999 estimated earnings per share, 1998
estimated cash earnings per share, 1999 estimated cash earnings per share,
September 30, 1997 book value per share and September 30, 1997 tangible book
value per share (estimated earnings and cash earnings per share were generated
by KBW's research department). This analysis yielded a price to: trailing twelve
months of operating earnings of 23.4 times, 1998 estimated earnings of 21.2
times, 1999 estimated earnings of 19.3 times, 1998 estimated cash earnings of
19.8 times, 1999 estimated cash earnings of 18.1 times, book value of 3.00 times
and tangible value of 3.76 times.
 
     Selected Peer Group Analysis.  KBW compared the financial performance and
market performance of National City and FWNC based on various financial
measures, including earnings performance, operating efficiency, capital adequacy
and asset quality and various measures of market performance, including market
to book values, price to earnings, price to cash earnings and dividend yields of
comparable companies. For purposes of such analysis, the financial information
used by KBW for National City and FWNC and the comparable companies was as of
and for the quarter ended September 30, 1997 and the market price information
was as of January 9, 1998. Additionally, estimated earnings and cash earnings
per share data were generated by KBW's research department.
 
     The set of comparable companies used as peers of FWNC was comprised of
twelve Midwest bank holding companies having assets between $1.0 billion and
$7.0 billion. The median of the peer group and FWNC, respectively, had return on
assets on an annualized basis of 1.22% and 1.12%; return on average common
equity on an annualized basis of 14.54% and 12.61%; net interest margin on an
annualized basis of 4.53% and 4.29%;
 
                                       23
<PAGE>   28
 
efficiency ratio on an annualized basis of 55.88% and 57.39%; leverage ratio of
9.35% and 8.01%; non-performing assets to loans and real estate owned of 0.56%
and 0.73%: and loan loss reserve to loans of 1.34% and 1.52%.
 
     KBW's analysis further showed, among other things, the following concerning
the median market performance of the peer group and FWNC, respectively, that the
price to earnings multiple based on 1998 estimated earnings was 17.08 times and
19.70 times; that the price to book value multiple was 2.59 times and 2.79
times; that the price to tangible book value multiple was 2.75 times and 3.50
times; that the dividend yield was 2.20% and 1.93%; and that the common dividend
payout ratio was 40.12% and 43.48%. In addition, the historical total return
analysis for the last three-year period for the peer group and FWNC,
respectively, was 32.66% and 44.85%; and for the last five-year period was
24.01% and 24.39%.
 
     The set of comparable companies used as peers of National City was
comprised of eleven large regional bank holding companies having assets between
$43 billion and $114 billion. The median of the large regional peer group and
National City, respectively, had return on average assets on an annualized basis
of 1.44% and 1.55%; return on average equity on an annualized basis of 20.07%
and 18.10%; net interest margin on an annualized basis of 4.12% and 4.35%;
efficiency ratio on an annualized basis of 58.24% and 58.11%; leverage ratio of
7.33% and 8.73%; non-performing assets to loans and real estate owned of 0.62%
and 0.49%; and loan loss reserve to loans of 1.91% and 1.82%.
 
     KBW's analysis showed, among other things, the following concerning the
median market performance of the large regional peer group and National City,
respectively: that the price to earnings multiple based on 1998 estimated
earnings was 16.80 times and 15.00 times; that the price to cash earnings
multiple based on 1998 estimated cash earnings was 15.54 times and 14.45 times;
that the price to earnings multiple based on 1999 estimated earnings was 14.15
times and 12.61 times; that the price to cash earnings multiple based on 1999
estimated cash earnings was 13.25 times and 12.22 times; that the price to book
value multiple was 3.11 times and 3.05 times; that the price to tangible book
value was 3.79 times and 3.35 times; that the dividend yield was 2.31% and
3.11%; and that the common dividend payout ratio was 34.10% and 46.58%.
 
     KBW's analysis further showed the following concerning earnings per share
and cash earnings per share growth rates. The median of the larger regional peer
group and National City, respectively, had growth rates for 1998 estimated
earnings per share over 1997 estimated earnings per share of 11.39% and 8.22%;
growth rates for estimated 1998 cash earnings per share over estimated 1997 cash
earnings per share of 10.99% and 8.47%; growth rates for 1999 estimated earnings
per share over 1998 estimated earnings per share of 11.88% and 18.99%; growth
rates for estimated 1999 cash earnings per share over estimated 1998 cash
earnings per share of 24.15% and 28.31%. The median historical total return
analysis for the last three-year period for the larger regional peer group and
National City, respectively, was 46.97% and 41.52% and for the last five-year
period was 30.60% and 26.03%. In addition, since the day prior to the
announcement of the FOA transaction, the large regional peer group and National
City, respectively, earnings had declined 3.79% and 11.24%.
 
     Selected Transaction Analysis.  KBW analyzed certain merger and acquisition
transactions based upon the acquisition price (at announcement) relative to
latest twelve month earnings, stated book value, stated tangible book value and
market price one day prior to announcement. The information analyzed was
compiled by KBW from both internal sources and a data firm that monitors and
publishes transaction summaries and descriptions of mergers and acquisitions in
the financial services industry. The analysis included a review and comparison
of the median earnings, book value and market multiples represented by a sample
of recently completed or announced transactions. The analysis included selected
bank transactions which had a value between $750 million and $3.5 billion since
October 1996.
 
     The banking transactions in the analysis included the following: Fifth
Third Bancorp and State Savings Co.; First American Corporation and Deposit
Guaranty Corporation; First Empire State Corporation and ONBANCorp; Banc One
Corporation and First Commerce Corporation; First Union Corporation and Signet
Banking Corporation; Wachovia Corporation and Central Fidelity Banks; Huntington
Bancshares and First Michigan Bank Corporation; BB&T Corporation and United
Carolina Bancshares; and Mercantile Bancorporation and Mark Twain Bancshares.
These selected bank transactions had a median premium to: trailing twelve
 
                                       24
<PAGE>   29
 
month earnings of 20.84 times, future earnings of 17.62 times, future cash
earnings of 17.10 times, book of 3.13 times, tangible book of 3.23 times and
market of 1.22 times. The National City and FWNC transaction, using closing
prices of January 9, 1998, had a premium to: trailing twelve month earnings of
23.39 times, future earnings of 21.16 times, future cash earnings of 19.75
times, book of 3.00 times, tangible book of 3.76 times and market of 1.07 times.
In addition, KBW adjusted the premiums of the selected transactions to reflect
the acquiror's current stock price. The median of the selected transactions had
an adjusted premium to: trailing earnings of 24.38 times; future earnings of
19.67 times and future cash earnings of 19.03 times.
 
     Contribution Analysis.  KBW analyzed the relative contribution made by each
of National City and FWNC to certain balance sheet and income statement items
including assets, deposits, shareholders' equity and trailing net income. Based
on the Exchange Ratio of 0.75 shares, the ownership percentage of the combined
company for FWNC would be approximately 4.3%. The contribution analysis showed
that under the Merger, FWNC would contribute approximately 4.2% of the combined
assets, 4.5% of the combined deposits, 3.9% of the combined common shareholders'
equity before merger related expenses, and 3.1% of the combined third quarter
annualized 1997 net income.
 
     Pro Forma Merger Analysis.  KBW analyzed certain pro forma effects to
certain per share items and financial ratios resulting from the Merger with
National City during calendar years 1998 through 2002 (with particular focus on
calendar years 1998 and 1999). This analysis indicated that, based on the
closing price of National City Common as of January 9, 1998, the Exchange Ratio,
growth rates of earnings and the ability to obtain within two years estimated
expense savings of 30% of FWNC non-interest expenses, the transaction would
result in a decrease in 1998 estimated operating earnings per share of 1.3% and
an increase of estimated cash earnings per share of 1.7%. In addition, the
transaction would result in a slight decrease in 1999 estimated operating
earnings per share and a 2.2% increase in estimated 1999 cash earnings per
share. The Merger would initially decrease tangible book value per share by 11%
and decrease the leverage ratio from 8.98% to 7.89%. The Merger would not
meaningfully change book value per share nor return on equity.
 
     Net Present Value Per Share Analysis.  KBW analyzed the net present value
of future free capital that would accrue to a holder of a share of FWNC Common
assuming FWNC were to remain independent. Free capital is defined as capital,
generated through net income and the amortization of nonqualifying intangible
assets, which is not utilized for asset growth in future fiscal years. This
analysis assumed (i) projected 1998 net income of FWNC with an assumed 10%
annual net income growth; (ii) projected average asset growth of 6%; (iii) FWNC
would maintain a 7% leverage ratio; (iv) market multiples (applicable multiples
for FWNC if it were to remain an independent institution) of 17 and 18 times
earnings and take-out multiples (applicable multiples that FWNC would achieve if
the company were sold) of 22 and 23 times for the fifth fiscal year; and (v)
discount rates of 12%, 13% and 14%. The analysis assumes that any initial and
future excess capital above the required amount to maintain a 7% leverage ratio
is free capital and, along with a terminal value, is present valued at different
multiples to earnings and discount rates. Based on such assumptions, KBW's
analysis implied a present value per share of FWNC Common, on a stand-alone
basis, ranging from $29.63 per share to $34.18 per share at market multiples,
and $36.50 per share to $41.82 per share at take-out multiples. KBW stated that
the net present value analysis is a widely-used valuation methodology but noted
that it relies on numerous assumptions, including asset and earnings growth
rates, terminal values and discount rates. The analysis does not purport to be
indicative of the actual values or expected values of FWNC Common.
 
     The summary contained herein provides a description of the material
analyses prepared by KBW in connection with the rendering of its opinion. The
summary set forth above does not purport to be a complete description of the
analyses performed by KBW in connection with the rendering of its opinion. The
preparation of a fairness opinion is not necessarily susceptible to partial
analysis or summary description. KBW believes that its analyses and the summary
set forth above must be considered as a whole and that selecting portions of its
analyses without considering all analyses, or selecting part of the above
summary without considering all factors and analyses, would create an incomplete
view of the processes underlying the analyses set forth in KBW's presentations
and opinion. The ranges of valuations resulting from any particular analysis
described above should not be taken to be KBW's view of the actual value of
National City and FWNC. The fact that any specific
 
                                       25
<PAGE>   30
 
analysis has been referred to in the summary above is not meant to indicate that
such analysis was given greater weight than any other analyses.
 
     In performing its analyses, KBW made numerous assumptions with respect to
industry performance, general business and economic conditions and other
matters, many of which are beyond the control of National City and FWNC. The
analyses performed by KBW are not necessarily indicative of actual values or
actual future results which may be significantly more or less favorable than
suggested by such analyses. Such analyses were prepared solely as part of KBW's
analysis of the fairness, from a financial point of view, and were provided to
the FWNC Board of Directors in connection with the delivery of KBW's opinion.
The analyses do not purport to be appraisals or to reflect the prices at which a
company actually might be sold or the prices at which any securities may trade
at the present time or at any time in the future. In addition, as described
above, KBW's opinion, along with its presentation to the FWNC Board of
Directors, was just one of many factors taken into consideration by the FWNC
Board of Directors in unanimously approving the Agreement.
 
     Pursuant to the Engagement Letter, FWNC agreed to pay KBW a cash fee of
$50,000 upon signing the Engagement Letter, $200,000 upon the execution of a
definitive agreement and $200,000 upon mailing of the proxy statement. In
addition, FWNC agreed to pay KBW a cash fee ("Contingent Fee") equal to 0.43% of
the market value of the aggregate consideration offered in exchange for all
fully converted shares of FWNC in the Merger. Based on the number of fully
converted shares of FWNC Common on                , 1998, the closing price of
National City Common on                , 1998 and the Exchange Ratio of 0.75 of
a share of National City Common for each share of FWNC Common, the aggregate
consideration for the Merger would be $     million and would generate a
Contingent Fee of $          to KBW. The actual amount of the Contingent Fee
will depend upon the per share value of National City Common and the number of
shares of FWNC Common outstanding on the Effective Date. The fees paid prior to
the Contingent Fee payment will be credited against the Contingent Fee. FWNC has
also agreed to reimburse KBW for its reasonable out-of-pocket expenses,
including the fees and expenses of legal counsel and any other advisor retained
by KBW. Fort Wayne has also agreed to indemnify KBW, its affiliates, and their
respective partners, directors, officers, agents, consultants, employees and
controlling persons against certain liabilities, including liabilities under the
Federal securities laws. In addition, KBW has provided, and may provide in the
future, certain investment banking services to FWNC from time to time, for which
it has received, and will receive, customary compensation, including acting as
financial advisor for FWNC in connection with the Agreement.
 
     In the ordinary course of its business as a broker-dealer, KBW may, from
time to time, purchase securities from, and sell securities to, National City
and FWNC, and as a market maker in securities, KBW may, from time to time, have
a long or short position in, and buy or sell, equity securities of National City
and FWNC for its own account and for the accounts of its customers. To the
extent that KBW has any such position as of the date of the Fairness Opinion
attached as Appendix B hereto, it has been disclosed to FWNC.
 
TERMS OF THE MERGER
 
     The Agreement provides for the merger of FWNC into National City. Upon
consummation of the Merger, (a) the separate corporate existence of FWNC will
cease, (b) National City will be the surviving corporation (the "Surviving
Corporation") and will continue to be governed by the DGCL, (c) National City's
Certificate of Incorporation and National City's By-laws in effect immediately
prior to the Effective Time shall be the Certificate of Incorporation and the
By-laws of the Surviving Corporation, (d) the directors and officers of National
City immediately prior to the Effective Time will be the directors and officers
of the Surviving Corporation from and after the Effective Time until their
successors have been duly elected or appointed and qualified.
 
     Following the Merger, FWNC's systems and procedures will be converted to
National City's. This conversion will enable the combined company to realize
various efficiencies and economies of scale and will also allow National City
products and services to be offered in FWNC's markets. Such products and
services would include, but are not limited to, consumer auto leases, student
loans, asset-based lending, investment banking services, syndicated lending, and
corporate payment outsourcing services. Branch closures and consolidations
 
                                       26
<PAGE>   31
 
resulting from the Merger are not expected to be significant due to the lack of
overlap in the two companies, branch networks.
 
CONVERSION OF SHARES OF FWNC STOCK
 
     Conversion of Shares of FWNC Common and FWNC Preferred. At the Effective
Time, (a) each then outstanding share of FWNC Common or FWNC Preferred other
than shares not owned by National City or any direct or indirect wholly owned
subsidiary of National City (except for any such shares of FWNC Common held by
National City 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 debt previously contracted ("DPC Shares")), will be cancelled,
retired and converted into the right to receive 0.75 shares of National City
Common or 1.0 share of National City Preferred, respectively; and each then
outstanding share of FWNC Common or FWNC Preferred owned by National City or any
direct or indirect wholly owned subsidiary of National City (except for any
shares that are Trust Account Shares or DPC Shares) will be cancelled and
retired. If between January 12, 1998 and the Effective Time, the shares of
National City Common or National City Preferred are 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 such period, the Exchange Rate will be
adjusted accordingly.
 
     No Fractional Shares. No fractional Shares of National City Common will be
issued in the Merger. In lieu thereof, each holder of FWNC Common who otherwise
would have been entitled to a fractional share of National City Common will
receive cash in an amount determined by the average of the per share closing
price on the NYSE of National City Common for the 20 consecutive trading days
ending at the end of the third day immediately preceding the Effective Time.
 
     Manner of Exchanging FWNC Certificates for National City
Certificates. National City has designated National City Bank to act as exchange
agent (the "Exchange Agent") and Fort Wayne National Bank to act as forwarding
agent in connection with the Merger. Promptly after the Effective Time, the
Exchange Agent will mail to each holder of record of a certificate (a
"Certificate"), which immediately prior to the Effective Time represented
outstanding shares of FWNC Common or outstanding shares of FWNC Preferred, a
notice advising the holder of the effectiveness of the Merger accompanied by a
letter of transmittal. The letter of transmittal will contain instructions with
respect to the procedures to be followed in effecting the surrender of the
Certificate for exchange therefor and will specify that delivery will be
effected, and risk of loss and title to such Certificate will pass, only upon
proper delivery of the Certificate to the Exchange Agent. 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 promptly will
deliver to the person entitled thereto a certificate(s) representing 0.75 shares
of National City Common for each share of FWNC Common or a certificate(s)
representing 1.0 share of National City Preferred for each share of FWNC
Preferred so represented by the Certificate surrendered by such holder thereof,
and such Certificate will then be cancelled. If delivery of all or part of the
shares of National City Common is to be made to a person other than the person
in whose name a surrendered Certificate is registered, it will be a condition to
such delivery or exchange that the Certificate so surrendered shall be properly
endorsed or 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 so surrendered or shall have established to
the reasonable satisfaction of the Exchange Agent that such tax either has been
paid or is not payable.
 
     CERTIFICATES FOR SHARES OF FWNC COMMON OR FOR SHARES OF FWNC PREFERRED
SHOULD NOT BE FORWARDED TO THE EXCHANGE AGENT UNTIL YOU HAVE RECEIVED A
TRANSMITTAL LETTER AND SHOULD NOT BE RETURNED WITH THE ENCLOSED PROXY.
 
     Right to Shares of National City Common. Until surrendered and exchanged in
accordance with the procedures set forth in the letter of transmittal, after the
Effective Time, each Certificate shall represent solely the
 
                                       27
<PAGE>   32
 
right to receive 0.75 shares of National City Common, multiplied by the number
of shares of FWNC Common evidenced by such Certificate or 1.0 share of National
City Preferred, multiplied by the number of shares of FWNC Preferred evidenced
by such Certificate, together with any dividends or other distributions as
provided in "Distributions with Respect to Unexchanged Certificates" below, and
shall have no other rights. One hundred eighty (180) days following the
Effective Time, the Exchange Agent will deliver to National City any shares of
National City Common and funds (including any interest received with respect
thereto) which National City has made available to the Exchange Agent and which
have not been disbursed to holders of Certificates, and thereafter such holders
shall be entitled to look to National City (subject to abandoned property,
escheat or other similar laws) with respect to the shares of National City
Common deliverable or payable upon due surrender of their Certificates. Neither
the Exchange Agent, National City nor FWNC shall be liable to any holder of
shares of FWNC Common or FWNC Preferred for any shares of National City Common
(or dividends, distributions or interest with respect thereto) delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar law.
 
     Distributions with Respect to Unexchanged Certificates. Whenever a dividend
or other distribution is declared by National City on the National City Common,
the record date for which is at or after the Effective Time, the declaration
will include dividends or other distributions on all shares issuable in the
Merger, provided that no dividends or other distributions declared or made with
respect to National City Common will be paid to the holder of any unsurrendered
Certificate with respect to the shares of National City Common represented
thereby until the holder of such Certificate has surrendered such Certificate in
accordance with the instructions set forth in the letter of transmittal.
National City will 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
FWNC on FWNC Common or FWNC Preferred in accordance with the terms of the
Agreement on or prior to the Effective Time and which remain unpaid at the
Effective Time.
 
     No dividends or distributions of National City will be payable on or with
respect to any fractional share and any such fractional share interest will not
entitle the owner thereof to vote as to any rights of stockholders of National
City. In lieu thereof, each holder of FWNC Common who otherwise would have been
entitled to a fractional share of National City Common will receive cash in an
amount determined by multiplying the fractional share interest to which such
holder would otherwise be entitled by the average of the per share closing price
on the NYSE of National City Common for the 20 consecutive trading days ending
at the end of the third trading day immediately preceding the Effective Time.
 
     Voting With Respect to Unexchanged Certificates. Holders of unsurrendered
Certificates will not be entitled to vote at any meeting of National City
stockholders.
 
     Lost Certificates. Any FWNC shareholder who has lost or misplaced a
Certificate for any of his or her shares of FWNC Common or FWNC Preferred should
immediately call the Exchange Agent (telephone number: (800) 622-6757) for
information regarding the procedures to be followed for replacing the lost
Certificate.
 
TREATMENT OF EMPLOYEE AND DIRECTOR STOCK OPTIONS
 
     Each stock option or right to acquire FWNC Common granted pursuant to the
FWNC 1985 Stock Incentive Plan, the FWNC 1994 Stock Incentive Plan and the FWNC
1994 Nonemployee Director Stock Incentive Plan (collectively, the "FWNC Option
Plans") which is outstanding and unexercised, whether or not then exercisable,
immediately prior to the Effective Time, will cease to represent the right to
acquire shares of FWNC Common and shall be converted into the right to acquire
that number of National City Common shares equal to (a) the number of shares of
FWNC Common subject to the unexercised option multiplied by (b) the Exchange
Rate. The exercise price per share of National City Common under such option
shall be equal to the exercise price per share of the FWNC Common which was
purchasable under each unexercised option divided by the Exchange Rate (rounded
to the nearest whole cent) necessary to assure that the rights and benefits of
the optionee under such option shall not be increased or decreased by reason of
this conversion. The duration and other terms and conditions of the options
shall be the same, except that references to FWNC shall be deemed to be
references to National City.
 
                                       28
<PAGE>   33
 
CONDITIONS TO THE MERGER
 
     Conditions to Each Party's Obligations. The respective obligations of each
of National City and FWNC to effect the Merger are subject to the fulfillment or
waiver of certain conditions, including, but not limited to, the following
conditions:
 
          (a) the Agreement shall have been approved by the shareholders of
     FWNC;
 
          (b) the National City Common issuable in the Merger shall have been
     authorized for listing on the NYSE, upon official notice of issuance;
 
          (c) all material authorizations, consents, orders or approvals of, and
     all expirations of waiting periods imposed by, all or any government
     agency, including, without limitation, the FRB and the applicable state
     regulators, which are necessary for the consummation of the Merger, shall
     have been obtained or shall have occurred and shall be in full force and
     effect at the Effective Time.
 
          (d) the Registration Statement shall have become effective in
     accordance with the provisions of the 1933 Act, and 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 the consummation of the Merger shall have been issued
     and remain in effect; and
 
          (f) Wachtell, Lipton, Rosen & Katz, special counsel to FWNC, shall
     have delivered to FWNC and National City their opinion 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. See "MERGER -- Certain Federal Income Tax Consequences."
 
     Conditions to FWNC's Obligations. The obligation of FWNC to effect the
Merger also is subject to the fulfillment or waiver of additional conditions,
including, but not limited to, the following conditions:
 
          (a) National City shall have performed in all material respects its
     covenants contained in the Agreement required to be performed by it at or
     prior to the Effective Time;
 
          (b) The representations and warranties of National City contained in
     the Agreement shall be true and correct when made and the representations
     and warranties shall be true and correct as of the Effective Time as if
     made at and as of the Effective Time, except as expressly contemplated or
     permitted by the Agreement, except for representations and warranties
     relating to a time or times other than the Effective Time which were or
     will be true and correct at such time or times and except where the failure
     or failures of said representations and warranties to be so true and
     correct, individually or in the aggregate, does not result or would not
     result in a material adverse effect; and
 
          (c) FWNC shall have received all officers' certificates of National
     City required by the Agreement.
 
     Conditions to National City's Obligations. The obligation of National City
to effect the Merger also is subject to the fulfillment or waiver of additional
conditions, including, but not limited to, the following conditions:
 
          (a) FWNC shall have performed in all material respects its covenants
     contained in the Agreement required to be performed by it at or prior to
     the Effective Time;
 
          (b) The representations and warranties of FWNC contained in the
     Agreement shall be true and correct when made and the representations and
     warranties shall be true and correct as of the Effective Time as if made at
     and as of the Effective Time, except as expressly contemplated or permitted
     by the Agreement, except for representations and warranties relating to a
     time or times other than the Effective Time which were or will be true and
     correct at such time or times and except where the failure or failures of
     said
 
                                       29
<PAGE>   34
 
     representations and warranties to be so true and correct, individually or
     in the aggregate, does not result or would not result in a material adverse
     effect; and
 
          (c) National City shall have received all officers' certificates of
     FWNC required by the Agreement.
 
REGULATORY APPROVALS
 
     The Merger is subject to approval by the FRB under the BHCA. The BHCA
prohibits the FRB from approving the Merger if (a) it would result in a
monopoly; (b) it would be in furtherance of any combination or conspiracy to
monopolize the business of banking in any part of the United States; (c) its
effect in any section of the country may be substantially to lessen competition
or to tend to create a monopoly; or (d) it would be in any other manner in
restraint of trade, unless the FRB finds that any anticompetitive effects of the
Merger are clearly outweighed in the public interest by the probable effect of
the transaction in meeting the convenience and needs of the communities to be
served. The Merger may not be consummated until the 30th day after approval by
the FRB, during which time the Merger may be challenged on antitrust grounds by
the United States Department of Justice. The commencement of an antitrust action
would stay the effectiveness of the FRB's approval, unless a court specifically
orders otherwise.
 
     In addition, the BHCA requires that the FRB take into consideration, among
other facts, the financial and managerial resources and future prospects of the
institutions and the convenience and needs of the communities to be served. The
FRB has the authority to deny an application if it concludes that the combined
organization would have an inadequate capital position or if the acquiring
organization does not meet the requirements of the Community Reinvestment Act of
1977.
 
     The Merger is also subject to the approval of various state regulatory
authorities. There can be no assurance that any such approvals or action can be
obtained or that such approval or action would not be conditioned in a manner
that would cause National City or FWNC to abandon the Merger.
 
WAIVER; AMENDMENT; TERMINATION
 
     Waiver. Either party to the Agreement may, by written notice to the other
party thereto, (a) extend the time for the performance of any of the obligations
or other actions of the other party under the Agreement; (b) waive any
inaccuracies in the representations or warranties of the other party contained
in the Agreement or in any document delivered pursuant to the Agreement; (c)
waive compliance with any of the conditions or covenants of the other party
contained in the Agreement; or (d) waive or modify performance of any of the
obligations of the other party under the Agreement. Notwithstanding these
provisions, the Merger cannot be consummated unless the approval of the FRB is
obtained and unless the stockholders of National City adopt, and the
shareholders of FWNC approve, the Agreement by the requisite affirmative votes.
See "MERGER -- Regulatory Approval" and "The Special Meeting -- Record Dates and
Voting Rights."
 
     Amendment. Subject to the applicable provisions of the DGCL and the IBCL,
the Agreement may be amended or supplemented upon the written agreement of
National City and FWNC at any time, provided that an amendment may not be made
after any FWNC shareholder approval of the Agreement which reduces or changes
the form or amount of the Merger consideration without further FWNC shareholder
approval.
 
     Termination. The Agreement may be terminated at any time prior to the
Effective Time, whether before or after the approval by shareholders of FWNC,
under the following circumstances:
 
          (a) by the mutual consent of the Board of Directors of National City
     and the Board of Directors of FWNC;
 
          (b) by either National City or FWNC if the Merger shall not have been
     consummated on or before June 30, 1998 or if the Agreement is not approved
     by the FWNC shareholders at the Special Meeting (provided the terminating
     party is not otherwise in material breach of its obligations under the
     Agreement);
 
                                       30
<PAGE>   35
 
          (c) by FWNC if any of the conditions to FWNC's obligation to effect
     the Merger have not been met or waived by FWNC at such time as such
     conditions can no longer be satisfied. See "MERGER -- Conditions to the
     Merger -- Conditions to Each Party's Obligations" and "Conditions to FWNC's
     Obligations";
 
          (d) by National City if any of the conditions to National City's
     obligation to effect the Merger have not been met or waived by National
     City at such time as such conditions can no longer be satisfied. See
     "MERGER -- Conditions to the Merger -- Conditions to Each Party's
     Obligations" and "Conditions to National City's Obligations"; and
 
          (e) by FWNC, during the 15-day period commencing on the day the FRB
     approves the Merger (the "Fed Approval Date") (see "MERGER -- Regulatory
     Approval"), if both of the following conditions are met:
 
             (i) the average of the daily closing prices on the NYSE of a share
        of National City Common for the 20 consecutive trading days ending at
        the end of the third trading day immediately preceding the FRB approval
        ("Market Price") is less than $47.40, and
 
             (ii) the number obtained by dividing the Market Price of National
        City Common by $59.25 (the closing price of National City Common on the
        NYSE on January 9, 1998, the trading day immediately preceding the
        public announcement of the Agreement) 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 0.20 from the quotient.
        For purposes of the Agreement:
 
                (A) the term "Index Group" means the 19 bank holding companies
           listed below, the common stock of all of which shall be publicly
           traded and as to which there has not been a publicly announced
           proposal at any time for any such company to be acquired. In the
           event that any such company or companies are removed from the Index
           Group the weights attributed to the remaining companies shall be
           adjusted proportionately for purposes of determining both the Initial
           Index Price and the Final Index Price. The 19 bank holding companies
           are as follows:
 
                       Norwest Corp.
                       Banc One Corp.
                       Bank of New York Co.
                       PNC Bank Corp.
                       Mellon Bank Corp
                       Fleet Financial Group
                       U. S. Bancorp
                       KeyCorp
                       National City Corporation
                       SunTrust Banks Inc.
                       Wachovia Corp.
                       Huntington Bancshares, Inc.
                       Synovus Financial Corp.
                       State Street Corp.
                       Fifth Third Bancorp
                       BankBoston Corp.
                       Comerica, Inc.
                       Wells Fargo & Co.
                       Republic New York Corp.
 
                (B) the term "Initial Index Price" means the weighted average
           (weighted in accordance with the factors listed above) of the closing
           prices on January 9, 1998 of the common stock of the companies
           comprising the Index Group and was equal to $          ;
 
                (C) the term "Final Price" of any company belonging to the Index
           Group means the average of the daily closing sale prices of a share
           of the common stock of such company, as reported in the consolidated
           transaction reporting system for the market or exchange on which such
           common
 
                                       31
<PAGE>   36
 
           stock is principally traded, during the period of 20 consecutive
           trading days ending at the end of the third trading day immediately
           preceding the Fed Approval Date; and
 
                (D) the term "Final Index Price" means the weighted average
           (weighted in accordance with the factors listed above) of the Final
           Prices for all of the companies comprising the Index Group.
 
The Agreement provides that if National City or any company belonging to the
Index Group declares a stock dividend or effects a reclassification,
recapitalization, split-up, combination, exchange of shares or similar
transaction between January 12, 1998 and the Fed Approval Date, the closing
prices for the common stock of such company will be appropriately adjusted for
purposes of the foregoing definitions so as to be comparable to the price on
January 12, 1998.
 
     Expenses. Each party will bear all expenses incurred by it in connection
with the Agreement and the transactions contemplated by the Agreement, except
the printing expenses and SEC filing and registration fees shall be shared
equally between FWNC and National City.
 
     Assignment. Without the prior written consent of the other parties to the
Agreement, neither National City nor FWNC may assign any of its rights or
delegate any of its obligations under the Agreement.
 
EFFECTIVE TIME
 
     As soon as practicable after satisfaction or waiver of all conditions to
the Merger under the Agreement, National City and FWNC shall cause (a) a
certificate of merger complying with the requirements of the DGCL (the
"Certificate of Merger") and a certificate of designation (the "Certificate of
Designation") in the form and substance of Appendix D to be filed with the
Secretary of State of the state of Delaware and (b) a plan of merger complying
with the requirements of the IBCL (the "Plan of Merger") to be filed with the
Secretary of State of the state of Indiana. The Merger will become effective at
that time (the "Effective Time") which is the latter of (i) the time at which
the Certificate of Merger is filed with the Secretary of State of the state of
Delaware and (ii) the time at which the Plan of Merger is filed with the
Secretary of State of the state of Indiana. National City and FWNC currently
anticipate that the Merger will be completed during the first quarter of 1998.
Delays in the completion of the Merger could occur, however, as a result of
delays in obtaining the necessary regulatory approvals. See
"MERGER -- Regulatory Approvals." In the event the Merger is not consummated on
or before June 30, 1998 either National City or FWNC may terminate the
Agreement. See "MERGER -- Waiver; Amendments; Termination -- Termination."
 
CONDUCT OF NATIONAL CITY'S BUSINESS PENDING THE MERGER
 
     The Agreement requires that from January 12, 1998 to the Effective Time,
National City will not, without the prior written consent of FWNC, declare or
pay any extraordinary or special dividend on the National City Common or take
any action that would (a) materially delay or adversely affect the ability of
National City to obtain any approvals of any governmental agencies required to
permit consummation of the Merger or (b) materially adversely affect its ability
to perform its obligations under the Agreement or to consummate the transactions
contemplated thereby.
 
CONDUCT OF FWNC'S BUSINESS PENDING THE MERGER
 
     General. The Agreement requires that from January 12, 1998 to the Effective
Time, FWNC and its subsidiaries conduct their respective businesses only in, and
not take any action except in, the ordinary course of business consistent with
past practice. FWNC has covenanted to use reasonable efforts to preserve intact
the business organization of FWNC and each of its 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 FWNC or its
subsidiaries. In addition, the Agreement restricts FWNC and its subsidiaries
from engaging in certain transactions during the interim period from January 12,
1998 to the Effective Time, unless approved in writing by National City,
including, among other things, (a) incurring any indebtedness for borrowed money
(other than in the ordinary course of business, including, the creation of
deposit liabilities, purchase of federal funds, borrowings pursuant to existing
lines of credit, sales of certificates of deposit and entering into repurchase
agreements),
 
                                       32
<PAGE>   37
 
assuming, guaranteeing, endorsing or otherwise as an accommodation becoming
responsible for the obligations of any other person or entity, or making any
loan or advance other than in the ordinary course of business consistent with
past practice; (b) making any change or amendment to their respective articles
of incorporation or By-laws (or comparable governing instruments) in a manner
that would materially and adversely affect National City's or FWNC's ability to
consummate the Merger or realize the economic benefits of the Merger; (c)
issuing or selling any shares of capital stock or any other securities (other
than pursuant to the outstanding exercisable options granted pursuant to the
FWNC Option Plans) or issuing 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 entering into any
contract, understanding or arrangement with respect to the issuance of, any
shares of capital stock or any other securities of any of the foregoing (other
than pursuant to the FWNC Option Plans) or entering into any arrangement or
contract with respect to the purchase or voting of shares of their capital
stock, or adjusting, splitting, combining or reclassifying any of their capital
stock or other securities or making any other changes in their capital
structures; (d) granting any additional options under any of the FWNC Option
Plans except for stock option grants made in accordance with existing elections
by participants in the FWNC 1994 Nonemployee Director Stock Incentive Plan; (e)
declaring, setting aside, paying or making any dividend or other distribution or
payment (whether in cash, stock or property) with respect to, or purchasing or
redeeming, any shares of their capital stock, other than (i) regular quarterly
cash dividends on FWNC Common in an amount not to exceed .20 cents per share of
FWNC Common payable on FWNC's regular historical payment dates (the parties
agreeing that they will cooperate so that there will not be any duplication or
omission of a dividend payment to FWNC shareholders), (ii) regular quarterly
cash dividends on FWNC Preferred in an amount not to exceed .75 cents per share
of FWNC Preferred payable on FWNC's regular historical payment dates (the
parties agreeing that they will cooperate so that there will not be any
duplication or omission of a dividend payment to FWNC shareholders) and (iii)
dividends paid by any FWNC subsidiary to another FWNC subsidiary or FWNC with
respect to its capital stock between January 12, 1998 and the Effective Time;
(f) adopting or amending (except as required by law) any bonus, profit sharing,
compensation, severance, termination, stock option, pension, retirement,
deferred compensation, employment or other employee benefit agreements, trusts,
plans, funds 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) increasing the compensation or
fringe benefits of any director, officer or employee or paying any benefit not
required by any existing plan or arrangement (including, without limitation, the
granting of stock options or stock appreciation rights) or taking any action or
granting any benefit not required under the terms of any existing agreements,
trusts, plans, funds or other such arrangements or entering into any contract,
agreement, commitment or arrangement to do any of the foregoing.
 
     Certain Policies. The Agreement requires FWNC to 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 National City and generally accepted accounting principles; provided,
however, that FWNC shall not be required to modify or change any such policies
or practices until (a) such time as National City acknowledges that all
conditions to its obligation to consummate the Merger have been waived or
satisfied or (b) immediately prior to the Effective Time. FWNC's
representations, warranties or covenants contained in the 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. FWNC does not currently anticipate that
such changes or modifications, assuming the Merger is consummated during the
first quarter of 1998, will in the aggregate result in any material change in
the valuation of FWNC's assets.
 
     Acquisition Proposals. The Agreement provides that each of FWNC and its
subsidiaries shall not, 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, (a) solicit
or initiate any proposals or offers from any other person or entity 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, FWNC
or any of its subsidiaries (each such transaction an "Acquisition Transaction")
or (b) except to the extent that the Board of Directors of FWNC is required in
the exercise of its fiduciary duties in accordance with applicable law, to
participate in any discussion or negotiations regarding, or furnish to any other
person or entity any information
 
                                       33
<PAGE>   38
 
with respect to, an Acquisition Transaction. FWNC has agreed to cease any
existing activities, discussions or negotiations with any other parties
conducted prior to the execution of the Agreement with respect to any
Acquisition Transaction. FWNC has agreed to notify National City 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, FWNC.
 
EMPLOYEE MATTERS
 
     The Agreement provides that upon consummation of the Merger, employees of
FWNC and FWNC subsidiaries ("FWNC Employees") shall have benefits that in the
aggregate are comparable to the benefits enjoyed generally by National City
employees working in similar business lines. National City shall credit FWNC
Employees, who become employees of National City as a result of the Merger, with
all service with FWNC or any of its subsidiaries for purposes of eligibility and
vesting and for purposes of benefit accruals under its severance, sick leave and
other similar employee benefit plans (but not for purposes of benefit accruals
under its retirement plans) as if such service had been performed for National
City; provided, however, that such provision will not change the treatment under
the National City Non-Contributory Retirement Plan and Trust of service with
National City or any of its subsidiaries prior to the Closing Date. Further,
National City shall honor, on and after the Effective Time, without deduction,
counterclaims, interruptions or deferment (other than withholding under
applicable law), all vested benefits of any person under all of FWNC's employee
plans or agreements. From and after the Effective Time, National City will (1)
cause any pre-existing condition limitations under any health plans to be waived
with respect to FWNC Employees and their eligible dependents to the extent that
such conditions were covered by FWNC's health plans and (2) to the extent FWNC
Employees and their eligible dependents have, before the Effective Time,
satisfied in whole or in part any annual deduction or paid any out of pocket or
co-payment expense under an applicable plan of FWNC, credit such individuals
under the corresponding plans of National City in which such individual
participates after the Effective Time.
 
INDEMNIFICATION AND INSURANCE
 
     The Agreement provides that, from and after the Effective Time, National
City will assume and honor any obligation as provided for and permitted by
applicable federal and state law FWNC had immediately prior to the Effective
Time with respect to the indemnification of each person who was on January 12,
1998, or has been at any time prior to January 12, 1998, or who becomes prior to
the Effective Time, a director or officer of FWNC or any of its subsidiaries or
was serving at the request of FWNC as a director or officer of any domestic or
foreign corporation joint venture, trust, employee benefit plan or other
enterprise (collectively, the "Indemnities") arising out of FWNC's Articles of
Incorporation or FWNC's 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 FWNC or any
of its subsidiaries. The Agreement further provides that, for a period of four
years after the Effective Time, National City will use all reasonable efforts to
cause to be maintained in effect current directors' and officers' liability
insurance in an aggregate limit of at least equal to the aggregate limits of
FWNC's insurance in place on January 12, 1998 which will insure FWNC's directors
and officers for events which occurred before the Effective Time but were
undiscovered at the Effective Time; provided, however, that the Agreement does
not obligate National City to expend, in order to maintain or provide insurance
coverage pursuant to the Agreement, any amount per annum in excess of 100% of
the amount of the annual premium paid as of the date of the Agreement by
National City for its current directors and officers liability insurance.
 
INTERESTS OF CERTAIN PERSONS IN THE MERGER
 
     Certain members of FWNC's management and the Board of Directors of FWNC may
be deemed to have certain interests in the Merger that were in addition to their
interests as shareholders of FWNC generally. These additional interests may be
deemed to arise from certain actions National City has agreed to take regarding
the employment and severance arrangements of certain FWNC executive officers and
the compensation and indemnification of FWNC directors. The Boards of Directors
of FWNC and of National City were aware of these
 
                                       34
<PAGE>   39
 
interests and considered them, among other matters, in approving the Merger. In
particular, certain officers of FWNC have entered into employment agreements
with National City, which will become effective after the Effective Time.
Generally, the compensatory terms of these employment agreements are intended to
guarantee that the FWNC officers receive compensation and benefits after the
Effective Time that are at least comparable in the aggregate to the compensation
and benefits they were entitled to receive from FWNC prior to the Effective
Time, within the framework of National City's compensation and benefits
structure for similarly situated employees of National City.
 
     Employment Agreements.  In connection with the execution of the Agreement,
National City entered into employment agreements (the "Employment Agreements")
with each of M. James Johnston, Michael J. Eikenberry, Stephen R. Gillig and
Karen M. Kasper (the "Executives"). Each Employment Agreement is for a term of
five years commencing at the Effective Time (the "Employment Period"). During
the Employment Period, Mr. Johnston will serve as the President of National
City's banking operations in Northern Indiana and Ms. Kasper and Messrs.
Eikenberry and Gillig will each serve as a Vice President of National City Bank
of Indiana. During the Employment Period, Mr. Johnston will receive an annual
base salary at least equal to $325,000, and each of the other three Executives
will receive an annual base salary at least equal to the annual base salary paid
by FWNC prior to the Effective Time. Each Employment Agreement provides that the
Executive will be eligible to receive an annual bonus on the same basis as peer
executives of National City; however, Mr. Johnston's Employment Agreement also
provides that such annual bonus will be at least $125,000 for the 1998 calendar
year and that his target bonus will be at least 35% of his annual base salary
during the remainder of the Employment Period. As of the Effective Time, Mr.
Johnston will be granted an option to acquire 50,000 shares of National City
Common, and each of the other three Executives will be granted an option to
acquire 25,000 shares of National City Common (in the case of each Executive,
the "Executive Option"), at an exercise price equal to the fair market value of
the National City Common on the date of grant. Each Executive Option will vest
in three equal installments on the first, second and third anniversaries of the
date of grant (subject to accelerated vesting upon a change of control of
National City and upon certain terminations as described below). Pursuant to Mr.
Johnston's Employment Agreement, Mr. Johnston will be paid an annual retirement
benefit commencing at age 60, equal to the greater of $270,000 or 60% of his
final average pay (as defined in the Employment Agreement), less benefits
payable under certain other retirement plans of FWNC and National City. Pursuant
to the Employment Agreements, each of the Executives will be entitled to
participate in the employee benefit plans, practices and policies provided to
peer executives of National City, and each of the Executives (other than Mr.
Johnston) will continue to participate in the FWNC Excess Benefits Restoration
Plan.
 
     The Employment Agreements further provide that, upon the termination of an
Executive's employment with National City other than for cause (as defined in
the Employment Agreements) or by reason of death or disability, or if the
Executive terminates employment for good reason (as defined in the Employment
Agreements), each Executive is entitled to a lump-sum cash payment equal to the
sum of (i) any unpaid salary, (ii) a pro rata annual bonus, based on the highest
bonus earned in the three years prior to the date of termination (the "Recent
Annual Bonus") and (iii) the product of (x) the number of months from the date
of termination until the end of the Employment Period divided by 12 and (y) the
sum of an Executive's base salary and the Recent Annual Bonus. Upon such
terminations, the Executive Option will vest immediately and medical and welfare
benefits will continue through the end of the Employment Period (in the case of
Mr. Johnston, for his life). If any amounts payable to an Executive would
subject such Executive to the excise tax under section 4999 of the Code,
National City will make a payment to the Executive such that after the payment
of all income and excise taxes, the Executive will be in the same after-tax
position as if no excise tax under section 4999 had been imposed, provided that,
if such payments (excluding additional amounts payable due to the excise tax) do
not exceed 110% of the greatest amount that could be paid without giving rise to
the excise tax, no additional payments will be made with respect to the excise
tax, and the payments otherwise due to the Executive will be reduced to an
amount necessary to prevent the application of the excise tax.
 
     Each Employment Agreement contains a restrictive covenant, which prohibits
the Executive from disclosing confidential information during the Employment
Period and thereafter. After the Effective Time, the Employment Agreements will
supersede any other employment, severance or change of control agreement between
each of the Executives and FWNC.
 
                                       35
<PAGE>   40
 
     Executive Change of Control Benefit Plan and Related Agreements.  Pursuant
to the FWNC Executives' Change of Control Benefit Plan (the "Plan"), FWNC
entered into change of control employment agreements (the "FWNC Agreements")
with certain officers and employees of FWNC and its subsidiaries, including Ms.
Kasper and Messrs. Johnston, Eikenberry and Gillig (the "Eligible Employees").
The Plan and the corresponding FWNC Agreements provide that, upon the
termination of an Eligible Employee's employment with FWNC other than for cause
(as defined in the FWNC Agreements) or by reason of death or disability or by
the Eligible Employee for good reason (as defined in the FWNC Agreements),
within a specified period of time following a change of control (as defined in
the FWNC Agreements), or, in the case of Mr. Johnston, for any reason during a
30-day window period following the first anniversary of a change of control,
such Eligible Employee is entitled to receive a lump-sum cash payment equal to
the sum of (i) any unpaid salary, (ii) a pro rata annual bonus, based on the
annual bonus earned in the most recently completed fiscal year, (iii) previously
deferred compensation and (iv) the product of (x) the severance multiple (which
is three in the case of Messrs. Johnston and Gillig, and two in the case of Ms.
Kasper and Mr. Eikenberry) and (y) the sum of an Eligible Employee's base salary
and the highest annual bonus earned in the three years prior to the change of
control (reduced by the present value of other severance amounts under any other
plans of FWNC). Upon any such termination, the medical and welfare benefits
provided to Eligible Employees will continue for periods ranging from 18 months
to three years, as specified in the FWNC Agreements with respect to each
Eligible Employee. In addition, to the extent any such Eligible Employee was a
participant in FWNC's incentive, savings and retirement plans, the distribution
and provision of such benefits will be governed by the terms of such plans. The
FWNC Agreements provide that if any amounts payable to an Eligible Employee
pursuant to such agreements or otherwise would subject such Executive to the
excise tax under section 4999 of the Code, the payments to the Executive will be
reduced to an amount necessary to prevent the application of the excise tax.
 
     Each FWNC Agreement contains restrictive covenants, which prohibit the
Eligible Employee from soliciting clients and employees of FWNC and disclosing
confidential information, for specified periods following termination of
employment for any reason. After the Effective Time, the FWNC Agreements with
Ms. Kasper and Messrs. Johnston, Eikenberry and Gillig will be superseded by the
Employment Agreements between each of these executives and National City (as
described above).
 
     Retirement and Health Plans.  As a result of the Merger, members of FWNC's
management will receive credit for all service with FWNC or FWNC's subsidiaries
on the same basis as other FWNC Employees, for purposes of crediting periods of
service for eligibility and vesting, and for benefit accrual purposes (except
for benefit accrual purposes with respect to qualified retirement plans), under
all employee benefit plans, programs or arrangements maintained or contributed
to by National City. In addition, members of FWNC's management will be entitled
to have all pre-existing condition limitations waived and any out of pocket or
co-payment expenses under the applicable FWNC benefit plan shall be credited
under the corresponding benefit plan of National City, in each case on the same
basis as all other FWNC Employees. (See "MERGER -- Employee Matters")
 
     Retention/Severance Pool.  In connection with the Merger, FWNC and National
City will establish a special key employee retention and severance pool of $3
million in cash, which will be distributed to certain FWNC Employees based on
allocations to be determined by the senior management of FWNC in its sole
discretion.
 
FWNC Options.
 
     The Agreement provides that immediately prior to the Effective Time, each
outstanding option granted under the FWNC Option Plans shall cease to represent
the right to acquire shares of FWNC Common and shall be converted into the
option to purchase shares of National City Common, as described under "MERGER --
Treatment of Employer and Director Stock Options."
 
     Pursuant to the terms of the FWNC Option Plans, the stock options held by
employees of FWNC and its subsidiaries, including the stock options held by
certain members of FWNC's management and certain employee directors of FWNC,
will become fully vested and exercisable as a result of the transactions
contemplated by the Agreement. The number of unvested stock options to acquire
shares of FWNC Common held by Ms. Kasper and
 
                                       36
<PAGE>   41
 
Messrs. Johnston, Eikenberry and Gillig that will become fully vested as a
result of the Merger are listed in the below table:
 
<TABLE>
<CAPTION>
                                            NUMBER OF                                      VALUE OF
                                          UNVESTED FWNC          NUMBER OF               NATIONAL CITY
             OPTION HOLDER                OPTION SHARES     NATIONAL CITY SHARES        OPTIONS $59.250
- ----------------------------------------  -------------     --------------------     ---------------------
<S>                                       <C>               <C>                      <C>
Michael J. Eikenberry...................      24,749                18,561                    498,487
Stephen R. Gillig.......................      38,999                29,249                    743,034
M. James Johnston.......................      58,123                43,592                  1,154,922
Karen M. Kasper.........................      34,313                25,735                    654,370
                                             -------               -------                -----------
     Total..............................     156,184               117,137                $ 3,050,813
                                             =======               =======                ===========
</TABLE>
 
     Indemnification; Insurance.  National City has agreed to indemnify the
directors and officers of FWNC and its subsidiaries following the Merger for any
liability they incur as a result of acts and omissions occurring prior to the
Merger to the same extent that they were entitled to indemnification by FWNC
prior to the Merger. Further, National City has agreed to maintain for four
years following the Merger, directors and officers liability insurance covering
the directors and officers of FWNC for events that occurred prior to the Merger,
provided that such insurance is available at a cost which is not in excess of
100% of the annual premium paid by National City as of January 12, 1998. (See
"MERGER -- Indemnification and Insurance")
 
MANAGEMENT AFTER THE MERGER
 
     Following the Merger, the directors and officers of National City at the
Effective Time will continue as the directors and officers of National City.
Pursuant to the FWNC Agreement, the Board of Directors of National City Bank of
Indiana shall increase its size to such number as is necessary to create six
vacancies, and six individuals who now serve as directors of FWNC, will be
elected to fill such vacancies.
 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following is a summary of the material anticipated U.S. federal income
tax consequences of the Merger to holders of FWNC Common and/or FWNC Preferred
who hold such stock as a capital asset. The summary is based on the Code,
Treasury regulations thereunder, and administrative rulings and court decisions
in effect as of the date hereof, all of which are subject to change at any time,
possibly with retroactive effect. This summary is not a complete description of
all of the consequences of the Merger and, in particular, may not address U.S.
federal income tax considerations applicable to shareholders subject to special
treatment under U.S. federal income tax law (including, for example, non-U.S.
persons, financial institutions, dealers in securities, insurance companies or
tax-exempt entities, holders who acquired FWNC Common and/or FWNC Preferred
pursuant to the exercise of an employee stock option or right or otherwise as
compensation, and holders who hold FWNC Common and/or FWNC Preferred as part of
a hedge, straddle or conversion transaction). In addition, no information is
provided herein with respect to the tax consequences of the Merger under
applicable foreign, state or local laws. HOLDERS OF FWNC COMMON AND/OR FWNC
PREFERRED ARE URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX
CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE EFFECTS OF FEDERAL, STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS.
 
     National City and FWNC have received an opinion of Wachtell, Lipton, Rosen
& Katz, special counsel to FWNC dated the date of this Proxy Statement, to the
effect that, under currently applicable law, the Merger will be treated for
federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Code and, accordingly, for United States federal income tax
purposes:
 
          (i) no gain or loss will be recognized by National City or FWNC as a
     result of the Merger;
 
          (ii) no gain or loss will be recognized by the shareholders of FWNC
     who exchange their shares of FWNC Common or FWNC Preferred solely for
     shares of National City Common or National City Preferred, respectively
     pursuant to the Merger (except with respect to cash received in lieu of
     fractional share interest in National City Common);
 
          (iii) the tax basis of shares of National City Common or FWNC
     Preferred received by shareholders of FWNC who exchange all of their shares
     of FWNC Common and FWNC Preferred solely for shares of
 
                                       37
<PAGE>   42
 
     National City Common and National City Preferred in the Merger will be the
     same as the aggregate tax basis of the shares of FWNC Common and/or FWNC
     Preferred surrendered in exchange therefor (reduced by any amount allocable
     to a fractional share interest for which cash is received); and
 
          (iv) the holding period of the shares of National City Common or FWNC
     Preferred received in the Merger will include the period during which the
     shares of FWNC Common or FWNC Preferred respectively, surrendered in
     exchange therefor were held, provided such shares of FWNC Common or FWNC
     Preferred were held as capital assets at the Effective Time.
 
     The opinion of Wachtell, Lipton, Rosen & Katz, described above is based on
facts, representations and assumptions set forth in such opinion, and
certificates of officers of FWNC and National City.
 
     The obligations of the parties to consummate the Merger are conditioned
upon the receipt by each of National City and FWNC of an opinion of Wachtell,
Lipton, Rosen & Katz, dated the day of the Effective Time, substantially to the
foregoing effect. Such opinion will be based upon facts, representations and
assumptions set forth in such opinion which are consistent with the state of
facts existing at the Effective Time. In rendering such opinion, Wachtell,
Lipton, Rosen & Katz, may require and rely upon representations contained in
certificates of officers of FWNC, National City and others.
 
     Cash received by a holder of FWNC Common in lieu of a fractional share
interest in National City Common will be treated as received in redemption of
such fractional share interest, and an FWNC shareholder should generally
recognize capital gain or loss for federal income tax purposes measured by the
difference between the amount of cash received and the portion of the tax basis
of the share of FWNC Common allocable to such fractional share interest. Such
gain or loss should be a long-term capital gain or loss if the holding period
for such share of FWNC Common is greater than one year at the Effective Time. In
the case of individual FWNC shareholder, such capital gain will be taxed at a
maximum rate of 28%, if such FWNC shareholder's holding period is more than one
year but not more than 18 months, and at a maximum rate of 20% if such holding
period is more than 18 months. The holding period of a share of National City
Common received in the Merger (including a fractional share interest deemed
received and redeemed as described above) will include the holder's holding
period in the FWNC Common surrendered in exchange therefor.
 
ACCOUNTING TREATMENT
 
     The Merger, if completed as proposed, will be treated as a purchase for
accounting and financial reporting purposes. Under the purchase method of
accounting, all identifiable tangible and intangible assets and liabilities of
FWNC will be recorded by National City at their respective fair values at the
Effective Time of the Merger as determined solely by National City from its
perspective as the purchaser of those assets. The excess of the consideration
paid by National City at the Effective Time over the fair value of FWNC's net
identifiable tangible and intangible assets will be accounted for as goodwill
and will be amortized over 25 years. See "PRO FORMA CONSOLIDATED COMBINED
FINANCIAL INFORMATION".
 
RESALES BY AFFILIATES
 
     The shares of National City Common and/or National City Preferred issued to
FWNC shareholders pursuant to the Agreement will have been registered under the
1933 Act, but such registration does not cover resales by shareholders of FWNC
who may be deemed to be "affiliates" of FWNC, as that term is used in paragraphs
(c) and (d) of Rule 145 promulgated under the 1933 Act. Pursuant to the
Agreement, prior to the Effective Time, FWNC shall identify to National City all
persons who were, at the time of the Special Meeting, possible "affiliates" of
FWNC. The Agreement further provides that FWNC shall use reasonable efforts to
obtain from each person it identifies to National City as a possible "affiliate"
of FWNC a commitment that such person will not sell, pledge, transfer or
otherwise dispose of any shares of FWNC Common and/or FWNC Preferred held by
such "affiliate" or shares of National City Common or National City Preferred
received by such "affiliate" in the Merger in the case of National City Common
except in compliance with the applicable provisions of the 1933 Act and the
rules and regulations promulgated thereunder.
 
                                       38
<PAGE>   43
 
APPRAISAL AND DISSENTERS' RIGHTS
 
     Section 23-1-44-8(b) of the IBCL provides that no dissenters' rights under
the IBCL shall be available for the holders of shares of any class or series if,
on the date fixed to determine the shareholders entitled to receive notice of
and vote at the meeting of shareholders at which a merger, plan of share
exchange, or sale or exchange of property is to be acted on, the shares of that
class or series were registered on a United States securities exchange
registered under the Exchange Act or traded on NASDAQ or a similar market.
Because FWNC Common is traded on NASDAQ, shareholders of FWNC are not entitled
to appraisal or dissenters' rights in connection with the Merger.
 
THE OPTION
 
     As a condition to National City's entering into the Agreement, and in
consideration therefore, FWNC entered into the Option Agreement, pursuant to
which FWNC granted National City the Option, on January 12, 1998. The Option
Agreement is intended to increase the likelihood that the Merger will be
consummated by making it more difficult and more expensive for another party to
obtain control of or acquire FWNC.
 
     Grant of Option.  The Option entitles National City to purchase up to
3,337,133 fully paid and nonassessable shares of FWNC Common, representing 19.9%
of the shares of FWNC Common issued and outstanding as of January 12, 1998,
without giving effect to any shares subject or issued pursuant to the Option, at
a price of $41.375 per share; provided, however, that if FWNC issues or agrees
to issue any shares of FWNC Common at a price less than $41.375 per share (as
adjusted as described below), such price shall be equal to such lesser price
(such price, as adjusted if applicable, the "Option Price"); provided further,
that in no event may the number of shares for which the Option is exercisable at
any time exceed 19.9% of the issued and outstanding shares of FWNC Common
without giving effect to any shares subject or issued pursuant to the Option.
The aggregate purchase price for the shares of FWNC Common that may be purchased
upon the exercise of the Option at the original Option Price is $13,807,387.
 
     Triggering Events; Exercise of Option.  The Option Agreement provides that
National City may exercise the Option, in whole or in part, if both an Initial
Triggering Event (as defined below) and a Subsequent Triggering Event (as
defined below) shall have occurred prior to the occurrence of an Exercise
Termination Event (as defined below), provided that National City shall have
sent to FWNC written notice of such exercise within 30 days following such
Subsequent Triggering Event (or such later date as is necessary to obtain all
regulatory approvals for the exercise of the Option and for the expiration of
all statutory waiting periods, and to avoid liability under Section 16(b) of the
Exchange Act by reason of such exercise).
 
     For purposes of the Option Agreement:
 
     (a) The term "Initial Triggering Event" means any of the following events
or transactions occurring after January 12, 1998:
 
          (i) FWNC, or any of its subsidiaries, without having received National
     City's prior written consent, shall have entered into an agreement to
     engage in an Acquisition Transaction (as defined below) with any person
     (the term "person" for purposes of the Option Agreement having the meaning
     assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Exchange Act and
     the rules and regulations promulgated thereunder), or the Board of
     Directors of FWNC shall have recommended that the shareholders of FWNC
     approve or accept any Acquisition Transaction other than the Merger. For
     purposes of the Option Agreement, the term "Acquisition Transaction" means
     (A) a merger or consolidation, or any similar transaction, involving FWNC
     or any of its subsidiaries, (B) a purchase, lease or other acquisition of
     all or substantially all of the assets of FWNC or any FWNC subsidiary, or
     (C) 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 FWNC or any FWNC subsidiary; provided,
     however, the term "Acquisition Transaction" specifically does not include
     any merger or consolidation among FWNC and/or its subsidiaries;
 
          (ii) The Board of Directors of FWNC does not recommend that the
     shareholders of FWNC approve the Agreement or publicly withdraws or
     modifies, or publicly announces its intention to withdraw or modify, in
 
                                       39
<PAGE>   44
 
     any manner adverse to National City, its recommendation that its
     shareholders approve the Agreement in anticipation of engaging in an
     Acquisition Transaction;
 
          (iii) Any person other than National City or any subsidiary of
     National City or any FWNC Subsidiary acting in a fiduciary capacity who,
     shall have acquired beneficial ownership or the right to acquire beneficial
     ownership of 10% or more of the outstanding shares of FWNC Common (the term
     "beneficial ownership" for purposes of the Option Agreement having the
     meaning assigned thereto in Section 13(d) of the Exchange Act and the rules
     and regulations promulgated thereunder);
 
          (iv) Any person other than National City or any subsidiary of National
     City shall have made a bona fide proposal to FWNC 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 FWNC or its
     shareholders to engage in an Acquisition Transaction, FWNC shall have
     breached any covenant or obligation contained in the Agreement and such
     breach (A) would entitle National City to terminate the Agreement and (B)
     shall not have been cured prior to the date of the notice of the exercise
     of the Option; or
 
          (vi) Any person other than National City or any subsidiary of National
     City, other than in connection with a transaction to which National City
     has given its prior written consent, shall have filed an application with
     the FRB or other governmental agency for approval to engage in an
     Acquisition Transaction.
 
     (b) The term "Subsequent Triggering Event" means either of the following
events or transactions occurring after January 12, 1998:
 
          (i) The acquisition by any person, other than any FWNC subsidiary or
     any National City subsidiary acting in a fiduciary capacity, of beneficial
     ownership of 15% or more of the then outstanding shares of FWNC Common; or
 
          (ii) The occurrence of the Initial Triggering Event described above in
     clause (a)(i), except that the percentage referred to in subclause
     (a)(i)(c) shall be 15%.
 
     (c) Each of the following events constitutes an "Exercise Termination
Event":
 
          (i) immediately prior to the Effective Time;
 
          (ii) termination of the Agreement in accordance with the provisions
     thereof (other than a termination resulting from a willful breach by FWNC
     of a provision of the Agreement) if such termination occurs prior to the
     occurrence of an Initial Triggering Event; or
 
          (iii) the passage of twelve 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 twelve months from the expiration of the Last Triggering
     Event but in no event more than 18 months after such termination. For
     purposes of the Option Agreement, the term "Last Triggering Event" means
     the last Initial Triggering Event to occur.
 
As of the date hereof, no Initial Triggering Event or Subsequent Triggering
Event has occurred.
 
     The Agreement may be terminated at any time prior to the Effective Time by
either National City or FWNC if the Merger is not approved at the Special
Meeting (provided that the terminating party is not otherwise in material breach
of its obligations under the Agreement). Accordingly, if no Initial Triggering
Event has occurred, in the event that the FWNC shareholders do not approve the
Agreement at the Special Meeting, and FWNC terminates the Agreement as a result
thereof, the Option shall terminate.
 
     In the event of any change in FWNC Common by reason of a stock dividend,
split-up, merger, recapitalization, combination, subdivision, conversion,
exchange of shares or similar transaction, the type and number of shares of FWNC
Common subject to the Option and the purchase price therefor will be adjusted
appropriately.
 
                                       40
<PAGE>   45
 
     Whenever the number of shares of FWNC Common purchasable upon exercise of
the Option is adjusted as provided in the preceding paragraph, 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 FWNC Common purchasable prior
to the adjustment and the denominator of which shall be equal to the number of
shares of FWNC Common purchasable after the adjustment.
 
     Repurchase of the Option. Upon the occurrence of a Subsequent Triggering
Event that occurs prior to an Exercise Termination Event, at the request of
National City, delivered within 30 days of the Subsequent Triggering Event (or
such later date as is necessary to obtain all regulatory approvals and for the
expiration of all statutory waiting periods, and to avoid liability under
Section 16(b) of the Exchange Act), FWNC (a) shall repurchase the Option from
National City at a price (the "Option Repurchase Price") equal to (i) 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 the Option may then be
exercised, plus (ii) National City's Out-of-Pocket Expenses (as defined below)
(to the extent not previously reimbursed) and (b) shall repurchase such number
of shares of FWNC Common issued upon total or partial exercise of the Option
(the "Option Shares") from National City as National City shall designate at a
price (the "Option Share Repurchase Price") equal to (i) the market/offer price
multiplied by the number of Option Shares so designated plus (ii) National
City's Out-of-Pocket Expenses (to the extent not previously reimbursed).
 
     For purposes of the Option Agreement:
 
     (a) The term "Out-of-Pocket Expenses" means National City's reasonable
out-of-pocket expenses incurred in connection with the transactions contemplated
by the Agreement and the Plan of Merger, including, without limitation, legal,
accounting and investment banking fees.
 
     (b) The term "market/offer price" means the highest of
 
          (i) the price per share of FWNC Common at which a tender offer or
     exchange offer therefor has been made after January 12, 1998;
 
          (ii) the price per share of FWNC Common to be paid by any third party
     pursuant to an agreement with FWNC;
 
          (iii) the highest closing price for shares of FWNC Common within the
     30-day period immediately preceding the date National City gives notice of
     the required repurchase of the Option or the Option Shares, as the case may
     be; or
 
          (iv) in the event of a sale of all or substantially all of FWNC's
     assets, the sum of the price paid in such sale for such assets and the
     current market value of the remaining assets of FWNC as determined by a
     nationally recognized investment banking firm selected by National City,
     divided by the number of shares of FWNC Common outstanding at the time of
     such sale. In determining the market/offer price, the value of
     consideration other than cash will be determined by a nationally recognized
     investment banking firm selected by National City, whose determination will
     be conclusive and binding on all parties.
 
     Substitute Option. The Option Agreement provides that in the event that
prior to an Exercise Termination Event, FWNC enters into an agreement (a) to
consolidate or merge with any person, other than National City or one of its
subsidiaries, and FWNC is not the continuing or surviving corporation of such
consolidation or merger, (b) to permit any person, other than National City or
one of its subsidiaries, to merge into FWNC and FWNC is the continuing or
surviving corporation, but, in connection with such merger, the then outstanding
shares of FWNC Common are 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 FWNC Common after such merger represent less than 50% of
the outstanding shares and share equivalents of the merged company, or (c) to
sell or otherwise transfer all or substantially all of its assets to any person,
other than National City or one of its subsidiaries, then, and in each such
case, the agreement governing such transaction must make proper provision so
that the Option shall, upon the consummation of any such transaction, be
converted into, or exchanged for, an option (the "Substitute Option"), at the
election of National City, of either (i) the Acquiring Corporation (as defined
below) or (ii) any person that controls the Acquiring Corporation. For purposes
of the Option Agreement, the term "Acquiring Corporation" means (A) the
continuing or surviving corporation of a consolidation or merger with FWNC (if
 
                                       41
<PAGE>   46
 
other than FWNC), (B) FWNC in a merger in which FWNC is the continuing or
surviving corporation, and (C) the transferee of all or substantially all of
FWNC's assets.
 
     The Substitute Option shall have the same terms as the Option; provided,
however, 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 National City. The Option Agreement provides that
FWNC may not enter into any transaction described above triggering a Substitute
Option unless the Acquiring Corporation and any person that controls the
Acquiring Corporation assumes in writing all the obligations of FWNC under the
Option Agreement. The Option Agreement further provides that the issuer of the
Substitute Option shall enter into an agreement with National City in
substantially the same form as the Option Agreement, which agreement shall be
applicable to the Substitute Option and shall provide for the repurchase of the
Substitute Option and any shares of the issuer issued pursuant thereto on terms
similar to the repurchase of the Option and the Option Shares.
 
     The Substitute Option will be exercisable for such number of shares of
common stock of the issuer of the Substitute Option ("Substitute Common Stock")
as is equal to the market/offer price multiplied by the number of shares of FWNC
Common for which the Option is then exercisable, divided by the Average Price.
For purposes of the Option Agreement, the term "Average Price" means the average
closing price of a share of 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 a share of Substitute Common Stock on the day
preceding such consolidation, merger or sale; provided, however, that if FWNC is
the issuer of the Substitute Option, the Average Price will be computed with
respect to a share of common stock issued by the person merging into FWNC or by
any company which controls or is controlled by such person, as National City may
elect. The exercise price of the Substitute Option per share of Substitute
Common Stock will then be equal to the Option Price multiplied by a fraction,
the numerator of which will be the number of shares of FWNC Common for which the
Option is then exercisable and the denominator of which will be the number of
shares of Substitute Common Stock for which the Substitute Option is
exercisable.
 
     The Option Agreement provides that the Substitute Option may not 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, the issuer of the
Substitute Option will be required to make a cash payment to National City equal
to the excess of (a) the value of the Substitute Option without giving effect to
the foregoing limitation over (b) the value of the Substitute Option after
giving effect to the foregoing limitation. Such difference in value will be
determined by a nationally recognized investment banking firm selected by
National City.
 
     Registration Rights. Within 30 days after the occurrence of a Subsequent
Triggering Event (or such later date as is necessary to obtain all regulatory
approvals and for the expiration of all statutory waiting periods, and to avoid
liability under Section 16(b) of the Exchange Act), National City may request
FWNC to prepare and file a registration statement with the SEC if such
registration is necessary to permit the sale or other disposition of the shares
of FWNC Common purchased upon exercise of the Option. FWNC is required to use
its best efforts to cause such registration statement to become effective and
then to remain effective for 180 days or such shorter time as may be reasonably
necessary to effect such sales or dispositions. National City has the right to
demand two such registrations. FWNC also will permit National City to include
the sale of shares of FWNC Common purchased upon exercise of the Option in
certain registration statements initiated by FWNC.
 
     Assignment of Option. Neither National City nor FWNC may assign any of its
rights or obligations under the Option Agreement or the Option to any other
person without the express written consent of the other party, except that in
the event a Subsequent Triggering Event occurs prior to an Exercise Termination
Event, National City may assign, in whole or in part, its rights and obligations
under the Option Agreement or the Option within 30 days following such
Subsequent Triggering Event (or such later date as is necessary to obtain all
regulatory approvals and for the expiration of all statutory waiting periods,
and to avoid liability under Section 16(b) of the Exchange Act); provided,
however, that until the date 30 days following the date at which the FRB
approves an application by National City under the BHCA to acquire the shares of
FWNC Common subject to the Option, National City may not assign its rights under
the Option except in (a) a widely dispersed public distribution, (b) a
 
                                       42
<PAGE>   47
 
private placement in which no one party acquires the right to purchase in excess
of 2% of the voting shares of FWNC, (c) an assignment to a single party (e.g., a
broker or investment banker) for the purpose of conducting a widely dispersed
public distribution on National City's behalf, or (d) any other manner approved
by the FRB.
 
     Termination of the Option. The Option will terminate upon the occurrence of
an Exercise Termination Event. In the event that the holder of the Option or the
owner of Option Shares or any affiliate thereof is a person making an offer or
proposal to engage in an Acquisition Transaction (other than the Merger), then
(a) in the case of a holder of the Option or any affiliate thereof, the Option
held by it will immediately terminate, and (b) in the case of an owner of Option
Shares or any affiliate thereof, the Option Shares held by it will be
immediately repurchasable by FWNC at the Option Price.
 
     Additional Provisions. Certain rights and obligations of National City and
FWNC under the Option Agreement are subject to receipt of required regulatory
approvals. Among other things, the approval of the FRB is required for the
acquisition by National City of more than 5% of the outstanding shares of FWNC
Common. Accordingly, an application for FRB approval of the exercise of the
Option was filed as part of the application referred to. See
"MERGER -- Regulatory Approvals."
 
     State Takeover Law.  Under the IBCL, without prior approval of its board of
directors, an issuing public corporation is prohibited from engaging in any
"business combination" with an "interested shareholder" for a five-year period
after the date upon which the shareholder attains this status. See "GENERAL
COMPARISON OF NATIONAL CITY AND FWNC CAPITAL STOCK -- Antitakeover
Statutes -- Indiana Business Combination Statute." Neither the grant nor the
exercise of the Option has made (or would make) National City subject to this
five-year prohibition because FWNC's Board of Directors approved National City
becoming an "interested shareholder" by reason of the Option and the grant of
the Option to National City prior to the date of the granting of the Option.
 
     Indiana law also restricts the voting rights of "control shares" acquired
in a "control share acquisition" to those voting rights granted by a resolution
approved by a majority of the outstanding voting shares excluding certain
"interested shares." See "GENERAL COMPARISON OF NATIONAL CITY AND FWNC CAPITAL
STOCK -- Antitakeover Statutes -- Indiana Control Share Acquisition Statute." In
connection with its consideration of the Merger, the Board of Directors of FWNC
amended FWNC's By-Laws to opt out of the Indiana Control Share Acquisitions
Statute. Even if the application of the Indiana Control Share Acquisitions
Statute were to be reinstated and National City exercises the Option and
purchases 3,337,133 shares of FWNC Common, representing 19.9% of the shares of
FWNC Common issued and outstanding as of February   , 1998, such acquisition
would not fall within the minimum range (which begins at 20%) resulting in the
restriction of voting rights under this statute.
 
                                       43
<PAGE>   48
 
                               PRO FORMA COMBINED
                       CONSOLIDATED FINANCIAL INFORMATION
                                  (UNAUDITED)
 
     The unaudited financial information on the following pages presents (a) the
historical consolidated balance sheets of National City and FOA at December 31,
1997 and the unaudited pro forma combined consolidated balance sheet as of
December 31, 1997, giving effect to the merger of National City and FOA as if it
had occurred on that date on a pooling-of-interests accounting basis; (b) the
historical consolidated balance sheet of FWNC at December 31, 1997 and the
unaudited pro forma combined consolidated balance sheet as of December 31, 1997,
giving effect to the merger of National City and FOA as if it had occurred on
that date on a pooling-of-interests accounting basis and the merger of National
City and FWNC as if the merger with FWNC had occurred on that date on a purchase
accounting basis; (c) the historical consolidated statements of income of
National City and FOA and the unaudited pro forma combined consolidated
statements of income for the years ending December 31, 1997, 1996 and 1995,
giving effect to the merger of National City and FOA on a pooling-of-interests
accounting basis; and (d) the historical consolidated statement of income of
FWNC and the unaudited pro forma combined consolidated statement of income for
the year ending December 31, 1997, giving effect to the merger of National City
and FOA as if the merger with FOA had occurred on January 1, 1997 on a
pooling-of-interests accounting basis and the merger of National City and FWNC
as if the merger with FWNC had occurred on January 1, 1997 on a purchase
accounting basis. National City will issue approximately 13 million common
shares to consummate the merger with FWNC. The issuance of the shares will allow
National City to close the merger with FOA on a pooling-of-interests accounting
basis.
 
     The financial information assumes all of the outstanding shares of FOA
Common and FWNC Common are converted into shares of National City Common and the
outstanding shares of FWNC Preferred are converted into National City Preferred.
The pro forma financial information is based on the historical financial
statements, giving effect to the merger of National City and FOA under the
pooling-of-interests method of accounting and the merger with FWNC under the
purchase method of accounting. The pro forma statements exclude the estimated
effect of potential expense savings associated with the consolidation of
operations of National City, FOA and FWNC, and may not be indicative of the
results that actually would have occurred had the merger(s) been consummated on
the date(s) indicated, or which may be attained in the future.
 
                                       44
<PAGE>   49
 
                           NATIONAL CITY CORPORATION
 
                 PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
 
                            AS OF DECEMBER 31, 1997
 
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                       FOA
                                   (POOLING-OF-                                          FWNC                          NATIONAL
                                 INTERESTS METHOD    PRO FORMA        NATIONAL     (PURCHASE METHOD    PRO FORMA      CITY, FOA,
                 NATIONAL CITY    OF ACCOUNTING)    ADJUSTMENTS     CITY AND FOA    OF ACCOUNTING)    ADJUSTMENTS      AND FWNC
                 -------------   ----------------   -----------     ------------   ----------------   -----------     -----------
(IN THOUSANDS)
<S>              <C>             <C>                <C>             <C>            <C>                <C>             <C>
ASSETS
Cash and demand
  balances due
  from banks...   $ 2,967,181      $  1,180,883      $              $ 4,148,064       $  181,481       $              $ 4,329,545
Loans, net of
  unearned
  income.......    39,573,125        13,669,486                      53,242,611        2,049,697                       55,292,308
Allowance for
  loan losses..      (698,405)         (243,469)                       (941,874)         (29,487)                        (971,361)
                  -----------      ------------      ---------      -----------       ----------       ---------      -----------
    Net
      loans....    38,874,720        13,426,017             --       52,300,737        2,020,210              --       54,320,947
Securities
  available for
  sale, at
  market.......     8,865,063         4,941,969                      13,807,032          970,291                       14,777,323
Federal funds
  sold and
  security
  resale
  agreements...       535,576             7,461                         543,037           57,615                          600,652
Other short
  term
 investments...        63,974           155,269                         219,243            2,649                          221,892
Properties and
  equipment....       660,057           378,726                       1,038,783           57,894                        1,096,677
Customers'
  acceptance
  liability....        45,243               580                          45,823                                            45,823
Accrued income
  and other
  assets.......     2,671,707           988,749        110,000(B)     3,770,456          103,331         582,393(C)     4,472,180
                                                                                                          16,000(D)
                  -----------      ------------      ---------      -----------       ----------       ---------      -----------
    TOTAL
      ASSETS...   $54,683,521      $ 21,079,654      $ 110,000      $75,873,175       $3,393,471       $ 598,393      $79,865,039
                  ===========      ============      =========      ===========       ==========       =========      ===========
 
LIABILITIES AND
  STOCKHOLDERS'
  EQUITY
Deposits in
  domestic
  offices:
  Noninterest
    bearing....   $ 7,378,009      $  2,912,070      $              $10,290,079       $  429,822       $              $10,719,901
  Interest
    bearing....    27,746,708        12,847,224                      40,593,932        2,149,364                       42,743,296
Deposits in
  overseas
  office.......     1,736,419                --                       1,736,419                                         1,736,419
                  -----------      ------------      ---------      -----------       ----------       ---------      -----------
    Total
    deposits...    36,861,136        15,759,294             --       52,620,430        2,579,186              --       55,199,616
Federal funds
  borrowed and
  security
  repurchase
  agreements...     4,425,346           385,607                       4,810,953          328,049                        5,139,002
Other borrowed
  funds........     3,096,042         1,168,514                       4,264,556           35,179                        4,299,735
Long-term
  debt.........     4,810,417         1,486,777                       6,297,194          117,551                        6,414,745
Acceptances
 outstanding...        45,243               580                          45,823                                            45,823
Accrued
  expenses and
  other
 liabilities...     1,163,986           401,973        350,000(B)     1,915,959           35,709          50,000(D)     2,001,668
                  -----------      ------------      ---------      -----------       ----------       ---------      -----------
    TOTAL
 LIABILITIES...    50,402,170        19,202,745        350,000       69,954,915        3,095,674          50,000       73,100,589
                  -----------      ------------      ---------      -----------       ----------       ---------      -----------
 
STOCKHOLDERS'
  EQUITY
Preferred
  stock........            --                --             --               --           36,999              --           36,999
Common stock...       844,391           871,664       (453,265)(A)    1,262,790           18,999          32,298(C)     1,314,087
Capital
  surplus......       618,841            36,814        453,265(A)     1,108,920           47,455         744,439(C)     1,900,814
Retained
  earnings.....     2,818,119           968,431       (240,000)(B)    3,546,550          194,344        (194,344)(C)    3,512,550
                                                                                                         (34,000)(D)
                  -----------      ------------      ---------      -----------       ----------       ---------      -----------
    TOTAL
  STOCKHOLDERS'
      EQUITY...     4,281,351         1,876,909       (240,000)       5,918,260          297,797         548,393        6,764,450
                  -----------      ------------      ---------      -----------       ----------       ---------      -----------
    TOTAL
    LIABILITIES
      AND
  STOCKHOLDERS'
      EQUITY...   $54,683,521      $ 21,079,654      $ 110,000      $75,873,175       $3,393,471       $ 598,393      $79,865,039
                  ===========      ============      =========      ===========       ==========       =========      ===========
</TABLE>
 
See accompanying notes to pro forma combined consolidated financial information.
 
                                       45
<PAGE>   50
 
                           NATIONAL CITY CORPORATION
 
                PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT
 
                      FOR THE YEAR ENDED DECEMBER 31, 1997
 
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                           FOA
                                       (POOLING-OF-
                                        INTERESTS                                         FWNC                          NATIONAL
(IN THOUSANDS EXCEPT                      METHOD        PRO FORMA      NATIONAL     (PURCHASE METHOD    PRO FORMA      CITY, FOA,
PER SHARE DATA)       NATIONAL CITY   OF ACCOUNTING)   ADJUSTMENTS   CITY AND FOA    OF ACCOUNTING)    ADJUSTMENTS      AND FWNC
                      -------------   --------------   -----------   ------------   ----------------   -----------     ----------
<S>                   <C>             <C>              <C>           <C>            <C>                <C>             <C>
INTEREST INCOME
Loans and loans held
  for sale,
  including fees....   $ 3,204,969      $1,285,970             --     $4,490,939        $174,360               --      $4,665,299
Securities:
  Taxable...........       524,761         269,454             --        794,215          47,905                          842,120
  Exempt from
    Federal income
    taxes...........        19,187          26,819             --         46,006          11,595                           57,601
Other interest
  income............        27,223           8,534             --         35,757           2,415                           38,172
                        ----------      ----------       --------     ----------        --------         --------      ----------
    Total interest
      income........     3,776,140       1,590,777             --      5,366,917         236,275               --       5,603,192
 
INTEREST EXPENSE
Deposits............     1,252,467         563,798             --      1,816,265          92,564                        1,908,829
Other borrowings....       323,455          89,243             --        412,698          19,875                          432,573
Long-term debt......       257,390          65,814             --        323,204           6,289                          329,493
                        ----------      ----------       --------     ----------        --------         --------      ----------
    Total interest
      expense.......     1,833,312         718,855             --      2,552,167         118,728               --       2,670,895
    Net interest
      income........     1,942,828         871,922             --      2,814,750         117,547               --       2,932,297
Provision for loan
  losses............       139,660          85,707             --        225,367           4,587                          229,954
                        ----------      ----------       --------     ----------        --------         --------      ----------
    Net interest
      income after
      provision for
      loan losses...     1,803,168         786,215             --      2,589,383         112,960               --       2,702,343
 
NONINTEREST INCOME
Item processing
  revenue...........       393,115              --             --        393,115             828                          393,943
Trust fees..........       195,815         103,270             --        299,085          14,258                          313,343
Service charges on
  deposit
  accounts..........       228,986         117,095             --        346,081           7,667                          353,748
Card-related fees...       137,931          79,761             --        217,692           4,113                          221,805
Mortgage banking
  revenue...........       124,538          34,564             --        159,102             678                          159,780
Other...............       212,037         155,823             --        367,860           4,353                          372,213
                        ----------      ----------       --------     ----------        --------         --------      ----------
    Total fees and
      other income..     1,292,422         490,513             --      1,782,935          31,897               --       1,814,832
Security gains
  (losses)..........        83,514          (3,384)            --         80,130             232                           80,362
                        ----------      ----------       --------     ----------        --------         --------      ----------
    Total
      noninterest
      income........     1,375,936         487,129             --      1,863,065          32,129               --       1,895,194
 
NONINTEREST EXPENSE
Salaries and other
  personnel.........       987,696         459,699             --      1,447,395          47,200                        1,494,595
Net occupancy.......       132,725          60,268             --        192,993           7,622                          200,615
Equipment...........       144,459          56,140             --        200,599           7,027                          207,626
Other...............       745,697         225,732             --        971,429          28,487        $  31,703(C)    1,031,619
                        ----------      ----------       --------     ----------        --------         --------      ----------
    Total
      noninterest
      expense.......     2,010,577         801,839             --      2,812,416          90,336           31,703       2,934,455
                        ----------      ----------       --------     ----------        --------         --------      ----------
Income before income
  taxes.............     1,168,527         471,505             --      1,640,032          54,753          (31,703)      1,663,082
Income tax
  expense...........       361,094         156,744             --        517,838          17,907           (3,597)(C)     532,148
                        ----------      ----------       --------     ----------        --------         --------      ----------
    NET INCOME......   $   807,433      $  314,761      $      --     $1,122,194        $ 36,846        $ (28,106)     $1,130,934
                        ==========      ==========       ========     ==========        ========         ========      ==========
EARNINGS PER COMMON
  SHARE(F)
  Basic.............   $      3.73      $     3.57                    $     3.48        $   1.98                       $     3.37
  Diluted...........          3.66            3.53                          3.42            1.92                             3.31
 
AVERAGE COMMON
  SHARES
  OUTSTANDING(F)
  Basic.............       216,430          88,170                       322,234          17,457                          335,326
  Diluted...........       220,690          89,202                       327,733          19,214                          342,143
</TABLE>
 
See accompanying notes to pro forma combined consolidated financial information.
 
                                       46
<PAGE>   51
 
                           NATIONAL CITY CORPORATION
 
                PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT
 
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                         PRO FORMA
(IN THOUSANDS EXCEPT PER SHARE DATA)                      NATIONAL CITY       FOA         COMBINED
                                                          -------------    ----------    ----------
<S>                                                       <C>              <C>           <C>
INTEREST INCOME
Loans and loans held for sale, including fees...........   $ 3,059,041     $1,366,083    $4,425,124
Securities:
  Taxable...............................................       543,006        270,647       813,653
  Exempt from Federal income taxes......................        24,114         16,434        40,548
Other interest income...................................        29,174         10,390        39,564
                                                            ----------     ----------    ----------
          Total interest income.........................     3,655,335      1,663,554     5,318,889
 
INTEREST EXPENSE
Deposits................................................     1,216,089        645,995     1,862,084
Other borrowings........................................       299,335         79,988       379,323
Long-term debt..........................................       197,335         35,083       232,418
                                                            ----------     ----------    ----------
          Total interest expense........................     1,712,759        761,066     2,473,825
          Net interest income...........................     1,942,576        902,488     2,845,064
Provision for loan losses...............................       146,480         93,456       239,936
                                                            ----------     ----------    ----------
          Net interest income after provision for loan
            losses......................................     1,796,096        809,032     2,605,128
 
NONINTEREST INCOME
Item processing revenue.................................       364,512             --       364,512
Trust fees..............................................       177,124         94,377       271,501
Service charges on deposit accounts.....................       214,659        112,516       327,175
Card-related fees.......................................       123,306         73,900       197,206
Mortgage banking revenue................................        81,145         28,525       109,670
Other...................................................       170,539        110,511       281,050
                                                            ----------     ----------    ----------
          Total fees and other income...................     1,131,285        419,829     1,551,114
Securities gains (losses)...............................       108,146           (515)      107,631
                                                            ----------     ----------    ----------
          Total noninterest income......................     1,239,431        419,314     1,658,745
 
NONINTEREST EXPENSE
Salaries and other personnel............................       923,764        454,170     1,377,934
Net occupancy...........................................       132,143         64,871       197,014
Equipment...............................................       135,139         58,462       193,601
Other...................................................       786,037        267,500     1,053,537
                                                            ----------     ----------    ----------
          Total noninterest expense.....................     1,977,083        845,003     2,822,086
Income before income taxes..............................     1,058,444        383,343     1,441,787
Income tax expense......................................       321,814        126,457       448,271
                                                            ----------     ----------    ----------
          NET INCOME....................................   $   736,630     $  256,886    $  993,516
                                                            ==========     ==========    ==========
EARNINGS PER COMMON SHARE(F)
  Basic.................................................   $      3.34     $     2.79    $     3.00
  Diluted...............................................          3.27           2.77          2.95
AVERAGE COMMON SHARES OUTSTANDING(F)
  Basic.................................................       219,095         92,044       329,548
  Diluted...............................................       225,353         92,663       336,549
</TABLE>
 
See accompanying notes to pro forma combined consolidated financial information.
 
                                       47
<PAGE>   52
 
                           NATIONAL CITY CORPORATION
 
                PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT
 
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                            FIRST OF
                                                         NATIONAL CITY    AMERICA BANK     PRO FORMA
(IN THOUSANDS EXCEPT PER SHARE DATA)                      CORPORATION     CORPORATION     COMBINED(E)
                                                         -------------    ------------    -----------
<S>                                                      <C>              <C>             <C>
INTEREST INCOME
Loans and loans held for sale, including fees..........   $ 2,910,070      $1,473,210     $4,383,280
Securities:
  Taxable..............................................       617,635         304,145        921,780
  Exempt from Federal income taxes.....................        30,675          13,317         43,992
Other interest income..................................        45,651           5,852         51,503
                                                           ----------      ----------     ----------
          Total interest income........................     3,604,031       1,796,524      5,400,555
 
INTEREST EXPENSE
Deposits...............................................     1,249,698         725,161      1,974,859
Other borrowings.......................................       365,734         100,684        466,418
Long-term debt.........................................       160,254          46,683        206,937
                                                           ----------      ----------     ----------
          Total interest expense.......................     1,775,686         872,528      2,648,214
          Net interest income..........................     1,828,345         923,996      2,752,341
Provision for loan losses..............................       113,482          91,488        204,970
                                                           ----------      ----------     ----------
          Net interest income after provision for loan
            losses.....................................     1,714,863         832,508      2,547,371
 
NONINTEREST INCOME
Item processing revenue................................       327,929              --        327,929
Trust fees.............................................       167,224          82,539        249,763
Service charges on deposit accounts....................       196,474         100,281        296,755
Card-related fees......................................        98,806          60,449        159,255
Mortgage banking revenue...............................        66,821          31,505         98,326
Other..................................................       146,587          71,264        217,851
                                                           ----------      ----------     ----------
          Total fees and other income..................     1,003,841         346,038      1,349,879
Securities gains.......................................        42,365              62         42,427
                                                           ----------      ----------     ----------
          Total noninterest income.....................     1,046,206         346,100      1,392,406
 
NONINTEREST EXPENSE
Salaries and other personnel...........................       878,615         430,977      1,309,592
Net occupancy..........................................       125,072          64,108        189,180
Equipment..............................................       127,612          59,322        186,934
Other..................................................       784,625         260,864      1,045,489
                                                           ----------      ----------     ----------
          Total noninterest expense....................     1,915,924         815,271      2,731,195
Income before income taxes.............................       845,145         363,337      1,208,482
Income tax expense.....................................       253,685         126,629        380,314
                                                           ----------      ----------     ----------
Net income.............................................   $   591,460      $  236,708     $  828,168
                                                           ==========      ==========     ==========
EARNINGS PER COMMON SHARE(F)
  Basic................................................   $      2.71      $     2.50     $     2.49
  Diluted..............................................          2.64            2.49           2.45
AVERAGE COMMON SHARES OUTSTANDING(F)
  Basic................................................       212,392          94,831        326,190
  Diluted..............................................       223,937          95,251        338,238
</TABLE>
 
See accompanying notes to pro forma combined consolidated financial information.
 
                                       48
<PAGE>   53
 
         NOTES TO PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION
 
                                  (UNAUDITED)
 
     (A) The pro forma combined consolidated balance sheet gives effect to the
merger of National City and FOA at December 31, 1997 on a pooling-of-interests
accounting basis. The capital accounts have been adjusted to reflect the
issuance of 104,599,651 shares of National City Common in exchange for all of
the outstanding shares of FOA Common. The number of shares that is expected to
actually be issued to effect the merger of National City and FOA may be greater
due to the exercise of options under the provisions of FOA's option plans prior
to consummation of the aforementioned merger. As of December 31, 1997, there
were 2,934,925 unexercised options outstanding under FOA's option plans.
 
     (B) A liability of $350 million has been recorded in the pro forma combined
consolidated balance sheet to reflect National City management's estimate of
anticipated expenses related to the merger of FOA and National City. This
liability resulted in a $240 million after-tax adjustment to retained earnings
and a $110 million adjustment to deferred taxes in the pro forma combined
consolidated balance sheet. The following table provides detail of the estimated
expenses:
 
<TABLE>
<CAPTION>
                                                                            (IN MILLIONS, PRE-TAX)
<S>                                                                         <C>
Personnel related........................................................            $175
Facilities and other assets..............................................              90
Investment banker and other professional fees............................              50
Other....................................................................              35
                                                                                     ----
Total....................................................................            $350
                                                                                     ====
</TABLE>
 
     Personnel related costs consist primarily of expenses related to employment
contracts, severance, and certain retention payments to employees. Facilities
and other assets consists of estimated costs associated with the write-down of
certain assets, including disposal of certain facilities, computer hardware, and
computer software determined to be incompatible or duplicative in nature. Other
expenses primarily consist of conversion related and other miscellaneous fees
and expenses. It is anticipated that the majority of the expenses will be
recognized within a short period after consummation of the merger of FOA and
National City and that all of the expenses will be recognized by December 31,
1998. Management continues to review these estimates and there can be no
assurance that the actual costs will not differ in amount and type from the
amounts provided above.
 
     (C) The pro forma combined consolidated financial statements give effect to
the merger of National City and FWNC on a purchase accounting basis. The pro
forma combined consolidated balance sheet gives effect to the Merger as if the
transaction had occurred on December 31, 1997. The pro forma combined
consolidated income statement for the year ended December 31, 1997 gives effect
to the Merger as if the transaction had occurred on January 1, 1997. The pro
forma combined consolidated balance sheet adjustments include amounts to bring
the historical balance sheet of FWNC to estimated fair value in accordance with
the provisions of APB Opinion No. 16. The ultimate fair values of all assets and
liabilities will be determined at the Effective Time. The capital accounts have
been adjusted to reflect the issuance of 12,824,199 shares of National City
Common in exchange for all of the outstanding shares of FWNC Common based upon
an exchange rate of .75 shares of National City Common for each share of FWNC
Common. The number of shares that is expected to actually be issued to effect
the merger of National City and FWNC may be greater due to the exercise of
options under the provisions of FWNC's option plans prior to the Effective Time.
As of December 31, 1997, there were 955,986 unexercised options outstanding
under FWNC's option plans. For purposes of purchase price allocation, it was
assumed that the shares of National City Common were issued at the December 31,
1997 market price of $65.75 per share. The capital accounts also reflect the
exchange of all of the shares of FWNC Preferred for shares of National City
Preferred based on an exchange rate of 1.0 share of National City Preferred for
each share of FWNC Preferred. The excess of the value of National City Common
issued over the fair value of the net assets acquired of $608 million was
allocated between goodwill ($536 million) and core deposit intangible ($72
million), net of $25 million of deferred taxes recorded in relation to the core
deposit intangible. The pro forma combined consolidated income statement
adjustments reflect the amortization expense related to the goodwill and core
deposit intangible, based upon expected lives of twenty-five and seven years,
respectively.
 
                                       49
<PAGE>   54
 
         NOTES TO PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION
 
                                  (UNAUDITED)
 
     (D) A liability of $50 million has been recorded in the pro forma combined
consolidated balance sheet to reflect National City management's estimate of
non-recurring costs related to the merger of National City and FWNC. This
liability resulted in a $34 million after-tax adjustment to retained earnings
and a $16 million adjustment to deferred taxes in the pro forma combined
consolidated balance sheet. The following table provides detail of the nature of
the estimated costs:
 
<TABLE>
<CAPTION>
                                                                            (IN MILLIONS, PRE-TAX)
<S>                                                                         <C>
Personnel related........................................................            $ 20
Facilities and other assets..............................................              10
Investment banker and other professional fees............................               5
Other....................................................................              15
                                                                                      ---
Total....................................................................            $ 50
                                                                                      ===
</TABLE>
 
     The types of costs that will be incurred within each of the above line
items are consistent with the types of costs that will be incurred in relation
to the merger of National City and FOA as described in (B) above. Management
continues to review these costs and there can be no assurance that the actual
costs will not differ in amount and type from the amounts provided above.
 
     (E) Effective January 1, 1995 FOA adopted Statement of Financial Accounting
Standards (SFAS) No. 122, Accounting for Mortgage Servicing Rights. National
City did not adopt SFAS No. 122 until January 1, 1996. Because the impact of
FOA's 1995 adoption is not material to the pro forma combined consolidated
financial results, pro forma adjustments are not included in the pro forma
combined consolidated financial information to conform the timing of FOA's
adoption to that of National City's.
 
     (F) The historical per common share data of FOA has been adjusted to
reflect the 3 for 2 stock split effected in the form of a dividend, distributed
May 30, 1997.
 
                                       50
<PAGE>   55
 
                          MANAGEMENT AFTER THE MERGER
 
     Following the Merger, the directors and officers of National City will
continue as the directors and officers of National City.
 
NATIONAL CITY DIRECTORS
 
     Listed below are the names of the fifteen directors of National City and
their principal occupations and, as of December 31, 1997, their other
directorships, ages, the year in which each became a director of National City,
and the number of shares beneficially owned by each, directly or indirectly.
 
     SANDRA HARDEN AUSTIN, Retired as President, Physician Services, Caremark
International, a provider of health care products and services, in 1996.
Executive Vice President and Chief Operating Officer of University of Chicago
Hospitals from 1990 to 1993. Chairperson of the Investment Committee and Member
of the Executive Committee. Age 50. Shares of National City Common owned: 3,022.
 
     EDWARD B. BRANDON, Retired as Chairman of the Board of National City in
1995. Chairman of the Board and Chief Executive Officer of National City from
1987 to 1995. Director of Premier Industrial Corp., RPM, Inc. and The Standard
Products Company. Director of National City since 1986; Member of the Executive
and Nominating Committees. Age 66. Shares of National City Common owned: 81,036;
options exercisable within 60 days: 150,000.
 
     JOHN G. BREEN, Chairman of the Board and Chief Executive Officer of The
Sherwin-Williams Company, a manufacturer of coatings, since 1980. Director of
The Sherwin-Williams Company, The Mead Corporation, Parker-Hannifin Corporation
and Goodyear Tire & Rubber Co. Director of National City since 1979; Chairman of
the Compensation and Organization Committee and Member of the Executive and
Nominating Committees. Age 63. Shares of National City Common owned: 31,376.
 
     JAMES S. BROADHURST, Chairman and Chief Executive Officer of Eat'n Park
Restaurants, a chain of family restaurants, since 1984. Director of Sheetz, Inc.
Director of National City since 1996. Member of the Audit and Compensation and
Organization Committees. Age 54. Shares of National City Common owned: 5,100;
options exercisable within 60 days: 6,000.
 
     DUANE E. COLLINS, President and Chief Executive Officer of Parker Hannifin
Corporation, a durable goods manufacturer, since 1993. Vice Chairman of Parker
Hannifin Corporation for the previous year. President -- International 1987 to
1992. Director of Parker Hannifin Corporation and the Sherwin-Williams Company.
Director of National City since 1995, Member of the Compensation and
Organization Committee. Age: 61. Shares of National City Common owned: 4,800.
 
     DAVID A. DABERKO, Chairman of the Board and Chief Executive Officer of
National City since 1995. President and Chief Operating Officer of National City
from 1993 to 1995 and Deputy Chairman of National City from 1987 to 1993.
Director of National City since 1988, Chairman of the Executive and Nominating
Committees. Age 52. Shares of National City Common owned: 178,053; options
exercisable within 60 days: 225,282.
 
     DANIEL E. EVANS, Chairman of the Board and Chief Executive Officer of Bob
Evans Farms, Inc., a restaurant and food products company, since 1971. Director
of Bob Evans Farms, Inc. and The Sherwin-Williams Company. Director of National
City since 1992, Chairman of the Audit Committee and Member of the Compensation
and Organization Committees. Age 61. Shares of National City Common owned:
6,516.
 
     BERNADINE P. HEALY, M.D., Professor of Medicine and Dean of Ohio State
University College of Medicine since September 1995. Sr. Policy Advisor, The
Cleveland Clinic Foundation from 1994-1995. Past Director of the National
Institutes of Health from 1991 to 1993. Director of Medtronic Inc. and Invacare
Corporation. Director of National City since 1995 and previously a Director from
1989 to 1990. Member of Public Policy and Investment Committees. Age 53. Shares
of National City Common owned: 5,029.
 
     JOSEPH H. LEMIEUX, Chairman and Chief Executive Officer of Owens-Illinois,
Inc., a manufacturer of packaging products, since 1990. Director of
Owens-Illinois, Inc., Health Care and Retirement Corporation,
 
                                       51
<PAGE>   56
 
Libbey Inc., and Consol Limited (Johannesburg Exchange). Director of National
City since 1988, Member of the Executive and Compensation and Organization
Committees. Age 66. Shares of National City Common owned: 3,395.
 
     W. BRUCE LUNSFORD, Chairman of the Board, President and Chief Executive
Officer of Vencor, Inc., a diversified healthcare provider, since 1985. Director
of Vencor, Inc., Churchill Downs, Incorporated, Atria Communities, Inc. and
Res-Care, Inc. Director of National City since 1995. Member of the Audit,
Executive and Public Policy Committees. Age 50. Shares of National City Common
owned: 15,400.
 
     ROBERT A PAUL, President and Chief Executive Officer of Ampco-Pittsburgh
Corporation, a manufacturer of engineered equipment and steel products, since
1994. President and Chief Operating Officer from 1979-1994. Executive Vice
President and Director of the Louis Berkman Company. Director of National City
since 1996. Member of the Executive and Investment Committees. Age 60. Shares of
National City Common owned: 883,600.
 
     WILLIAM F. ROEMER, Retired as Chairman of the Board and Chief Executive
Officer of Integra Financial Corporation, a diversified financial services
corporation, during 1996 after the merger of Integra Financial Corporation with
and into National City. Served as Chairman and Chief Executive Officer of
Integra Financial Corporation since 1991 and President and Chief Executive
Officer since 1989. Director of National City since 1996. Member of the
Executive and Nominating Committees. Age 64. Shares of National City Common
owned: 41,222; options exercisable within 60 days: 428,000.
 
     MICHAEL A. SCHULER, Chairman of the Board, President and Chief Executive
Officer of Zippo Manufacturing Company, a manufacturer of lighters and metal
products, since 1986. Director of Zippo Manufacturing Company and W.R. Case &
Sons Cutlery Company. Director of National City since 1996. Member of the Audit
and Public Policy Committees. Age 48. Shares of National City common owned:
6,200; options exercisable within 60 days: 2,600.
 
     STEPHEN A. STITLE, Chairman of the Board of National City Bank, Indiana
since 1996. Vice President, Corporate Affairs of Eli Lilly and Company, a
pharmaceutical company, from 1993 to 1995. Vice President of Human Resources of
Eli Lilly and Company from 1987 to 1993. Director of National City since 1992,
Member of the Investment, Nominating and Public Policy Committees. Age 50.
Shares of National City Common owned: 35,672; options exercisable in 60 days:
3,999.
 
     MORRY WEISS, Chairman of the Board and Chief Executive Officer of American
Greetings Corporation, a greeting card manufacturer, since 1993; President and
Chief Executive Officer of American Greetings Corporation from 1987 to 1993.
Director of American Greetings Corporation, Syratech Corporation and Artistic
Greetings Incorporated. Director of National City since 1992, Member of the
Executive, Audit and Nominating Committees. Age 55. Shares of National City
Common owned: 6,800.
 
                                       52
<PAGE>   57
 
BENEFICIAL OWNERSHIP
 
     As of December 31, 1997, National City had one class of equity securities
outstanding, National City Common par value $4.00. See "DESCRIPTION OF National
City CAPITAL STOCK."
 
     Beneficial ownership of National City's outstanding equity securities, for
purposes of the ownership disclosures, has been determined in accordance with
Rule 13d-3 of the General Rules and Regulations under the Exchange Act, under
which Rule a person is deemed to be the beneficial owner of securities if he or
she has or shares voting power or investment power in respect of such securities
or has the right to acquire beneficial ownership within 60 days. Accordingly,
the amounts shown do not purport to represent beneficial ownership for any
purpose other than as set forth under such Rule. Further, beneficial ownership
as determined in this manner does not necessarily bear on the economic incidence
of ownership of National City's equity securities.
 
     As of December 31, 1997, to the knowledge of National City, no person or
firm, except as noted below, beneficially owned more than 5% of National City
Common outstanding on that date. As of December 31, 1997, no individual
director, nominee or officer beneficially owned more than 5% of National City's
outstanding Common Stock. For purpose of this disclosure, the amount of
outstanding National City Common is the aggregate number of shares of National
City's Common actually outstanding on such date plus an amount equal to the
aggregate amount of National City's Common which could be issued upon the
exercise of stock options by such person or firm at that date. Beneficial
ownership of National City's Common includes, as of such date, those shares
which could have been acquired by the exercise of stock options and, for
purposes of this disclosure, those shares held for the benefit of such officers
in the National City Corporation Savings and Investment Trust.
 
     As of December 31, 1997, to National City's knowledge, only National City
beneficially owns more than 5% of the outstanding National City Common. National
City owns 32,059,828 shares of National City's Common which constituted 15.2% of
the outstanding National City Common on that date. These shares are held in
various fiduciary capacities through National City's wholly owned banking
subsidiaries, primarily National City Bank, National City Bank of Columbus,
National City Bank of Kentucky, National City Bank of Indiana and National City
Bank of Pennsylvania. Of the 22,240,216 shares of National City Common as to
which National City, through its subsidiaries, has voting authority, it has sole
voting authority as to 21,667,566 of those shares and shared voting authority as
to the remainder. Of the 30,131,113 shares as to which National City, through
its subsidiaries, has investment authority, it has sole investment authority as
to 20,948,906 of those shares, and shared investment authority as to the
remainder. Included in the aggregate number of shares held as to which National
City has sole voting and investment authorities are 543,904 shares that are held
under the National City Non-Contributory Retirement Trust.
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
     Under federal securities law, National City's directors, certain officers,
and persons holding more than 10% of any class of National City's equity
securities are required to report, within specified monthly and annual due
dates, their initial ownership in any class of National City's equity securities
and all subsequent acquisitions, dispositions or other transfers of interest in
such securities, if and to the extent reportable events occur that require
reporting by such due dates. National City is required to describe in this proxy
statement whether it has knowledge that any person required to file such a
report may have failed to do so in a timely manner. In this regard, to National
City's knowledge, based solely on the review of copies of reports furnished to
National City by its directors and executive officers pursuant to Rule 16a-3
promulgated pursuant to the Exchange Act, and on written representations that no
other reports were required during the period ending December 31, 1997, all of
National City's directors and officers satisfied such filing requirements in
full, except that Bernadine P. Healy, M.D. filed her May, 1997 Form 4 reflecting
a May 30, 1997 market purchase of 500 shares 10 days late on June 20, 1997.
 
OWNERSHIP GUIDELINES
 
     The Board of Directors of National City established stock ownership
guidelines for directors at its February 26, 1996 meeting. The guidelines
recommend that each director beneficially own 6,000 shares of National City
Common.
 
                                       53
<PAGE>   58
 
     The following table sets forth the beneficial security ownership of (a)
each director and nominee of National City, (b) the chief executive officer and
the four other most highly compensated executive officers of National City and
(c) all directors and executive officers of National City as a group, as of
December 31, 1997 (including shares that such individuals could have acquired by
the exercise of options within 60 days):
 
- --------------------------------------------------------------------------------
                  BENEFICIAL SECURITY OWNERSHIP OF MANAGEMENT
 
<TABLE>
<CAPTION>
                                                                                        SHARE EQUIVALENT    TOTAL SHARES &
                                                        AMOUNT OF SHARES   PERCENT OF   HELD IN DEFERRED   SHARE EQUIVALENTS
 TITLE OF CLASS        NAME OF BENEFICIAL OWNER        BENEFICIALLY OWNED    CLASS     COMPENSATION PLANS  BENEFICIALLY HELD
- ----------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                   <C>                 <C>         <C>                 <C>
Common Stock     Sandra Harden Austin                           3,022         *               5,623                8,645
Common Stock     Charles H. Bowman                              3,400         *               4,049                7,449
Common Stock     Edward B. Brandon                            229,916         *                 217              230,133
Common Stock     John G. Breen                                 31,376         *                 217               31,593
Common Stock     James S. Broadhurst                           11,100         *                 217               11,317
Common Stock     Duane E. Collins                               4,800         *               3,407                8,207
Common Stock     David A. Daberko                             402,242         *               1,453              403,695
Common Stock     Vincent A. DiGirolamo                        140,561         *               2,812              143,373
Common Stock     Daniel E. Evans                                6,516         *                 217                6,733
Common Stock     Otto N. Frenzel III                        1,583,070(1)      *                 217            1,583,287
Common Stock     Jon L. Gorney                                 65,105         *               3,011               68,116
Common Stock     Bernadine P. Healy, M.D.                       5,029         *                 217                5,246
Common Stock     Joseph H. Lemieux                              3,395         *              15,534               18,929
Common Stock     W. Bruce Lunsford                             15,400         *                 217               15,617
Common Stock     William E. MacDonald III                     147,794         *                                  147,794
Common Stock     Robert A. Paul                               883,600         *               7,532              891,132
Common Stock     William R. Robertson                         464,850(2)      *                 217              465,067
Common Stock     William F. Roemer                            469,222         *               2,201              471,423
Common Stock     Michael A. Schuler                             8,800         *                 217                9,017
Common Stock     Robert G. Siefers                             56,186         *               1,886               58,072
Common Stock     Stephen A. Stitle                             39,671         *               1,067               40,738
Common Stock     Morry Weiss                                    6,800         *               1,273                8,073
Common Stock     Directors and Executive Officers of        5,169,055          2.4%
                   National City as a Group
</TABLE>
 
* The percent of National City Common beneficially owned is less than 1%.
 
(1) Mr. Frenzel shares voting and investment powers as to 153,650 shares of
    National City Common.
 
(2) Mr. Robertson is the beneficial owner of 150,038 shares of National City
    Common and holds options that are currently exercisable to acquire an
    additional 314,812 shares of National City Common.
 
     The following table sets forth the beneficial security ownership of all
shareholders known to National City to be the beneficial owner of more than five
percent of National City Common.
 
- --------------------------------------------------------------------------------
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
<TABLE>
<CAPTION>
                            (2)                    (3)
                           NAME                  AMOUNT
     (1)                AND ADDRESS           AND NATURE OF       (4)
  TITLE OF             OF BENEFICIAL           BENEFICIAL       PERCENT
    CLASS                  OWNER              OWNERSHIP(1)      OF CLASS
- ------------------------------------------------------------------------
<S>              <C>                          <C>               <C>
Common Stock     National City Corporation      32,059,828        15.2%
                 1900 East Ninth Street
                 Cleveland, OH 44114-3484
</TABLE>
 
- ---------------
 
(1) No listed beneficial owner has the right to acquire beneficial ownership, as
    specified in Rule 13d-3(d)(1) under the Exchange Act.
 
                                       54
<PAGE>   59
 
                       REMUNERATION OF EXECUTIVE OFFICERS
               AND TRANSACTIONS WITH MANAGEMENT -- NATIONAL CITY
 
EXECUTIVE COMPENSATION
 
     (a) COMPENSATION.  The following table sets forth, together with certain
other information, the compensation earned during the fiscal year ended December
31, 1997 by (i) David A. Daberko, the chief executive officer, and (ii) the four
other most highly compensated executive officers of National City and its
subsidiaries.
- --------------------------------------------------------------------------------
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                       LONG-TERM COMPENSATION
                                          ANNUAL COMPENSATION                ------------------------------------------
                              -------------------------------------------              AWARDS                 PAYOUTS
                                                                             --------------------------     -----------
                                                                             RESTRICTED      SECURITIES                       ALL
                                                                  OTHER         STOCK        UNDERLYING                      OTHER
     NAME AND PRINCIPAL                              BONUS        ANNUAL      AWARD(S)        OPTIONS/         LTIP          COMP
          POSITION            YEAR     SALARY($)     ($)(1)      COMP($)       ($)(2)         SARS(#)       PAYOUTS($)      ($)(3)
<S>                           <C>      <C>          <C>          <C>         <C>             <C>            <C>             <C>
- -----------------------------------------------------------------------------------------------------------------------------------
D. A. Daberko                  1997    $698,677     $371,250        $0        $  715,952       198,088       $ 289,792      $86,297
Chairman of the Board          1996    $598,000     $368,348        $0        $  783,203       382,607       $ 325,207      $74,776
and Chief Executive Officer    1995    $499,375     $300,400        $0        $   55,269        75,000       $ 260,910      $66,678
V. A. DiGirolamo               1997    $437,500     $360,000        $0        $  588,463       119,267       $ 108,100      $52,265
Vice Chairman                  1996    $366,667     $308,750        $0        $  406,119       156,859       $ 125,627      $40,704
                               1995    $276,833     $168,350        $0        $   76,181        30,000       $ 107,893      $34,748
R. G. Siefers                  1997    $283,333     $462,500        $0        $  124,925        93,678       $  75,667      $32,046
Vice Chairman                  1996    $246,667     $383,750        $0        $  343,294       149,410       $  95,433      $29,883
                               1995    $226,667     $122,820        $0        $   19,875        17,500       $  88,667      $22,305
W. E. MacDonald III            1997    $310,000     $ 85,050        $0        $  283,646        40,268       $  83,917      $34,900
Executive Vice President       1996    $282,500     $ 89,775        $0        $  267,006       136,669       $ 105,817      $32,530
                               1995    $246,667     $144,720        $0        $   26,500        20,000       $  95,317      $28,093
J. L. Gorney                   1997    $275,000     $201,000        $0        $   39,450        46,135       $  74,167      $30,401
Executive Vice President       1996    $245,833     $168,750        $0        $   65,069       104,386       $  92,750      $28,215
                               1995    $220,833     $125,000        $0        $   14,906        16,000       $  52,920      $23,119
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) The National City Corporation Short Term Incentive Plan for Senior Officers
    and the National City Corporation Annual Corporate Performance Plan awards
    include both cash and deferred awards. Based on the National City objectives
    and their weights, the payout under the Annual Corporate Performance Plan
    for 1997 was 100% of the target.
 
(2) Restricted Stock was granted to offset projected Supplemental Executive
    Retirement Plan benefits. In addition, D. A. Daberko and W.E. MacDonald III
    elected to receive a portion of their Short-Term Incentive Compensation Plan
    award in the form of Restricted Stock. The value of the Restricted Stock
    granted to D.A. Daberko as payment of his Short-Term Incentive Compensation
    Plan Award $436,514. The value of the Restricted Stock granted to W.E.
    MacDonald III as payment of his Short-Term Incentive Compensation Plan Award
    was $162,008. D.A. Daberko has, in the aggregate 39,892 shares of Restricted
    Stock having a total value as of 12/31/97 of $2,622,911. V.A. DiGirolamo
    has, in the aggregate 28,250 shares of Restricted Stock having a total value
    as of 12/31/97 of $1,857,438. R.G. Siefers has, in the aggregate 12,150
    shares of Restricted Stock having a total value as of 12/31/97 of $798,863.
    W.E. MacDonald III has, in the aggregate 13,115 shares of Restricted Stock
    having a total value as of 12/31/97 of $862,298. J.L. Gorney has, in the
    aggregate 3,200 shares of Restricted Stock having a total value as of
    12/31/97 of $210,400. The named executive officers receive dividends on
    their Restricted Stock at the same rate and frequency as all stockholders.
 
(3) All Other Compensation includes the Executive Saving Plan and the Savings
    and Investment Plan matching and profit-sharing components together with
    premiums paid by National City in connection with split dollar insurance
    contracts, but does not include retirement accruals as these are not
    calculable. For the year 1997, each of the named executive officers were
    credited with the following matching and profit-sharing amount under the
    Savings and Investment Plan: D.A. Daberko, $10,058; V.A. DiGirolamo $9,738;
    R.G. Siefers,
 
                                       55
<PAGE>   60
 
    $9,826; W.E. MacDonald III, $9,878; J.L. Gorney, $9,826. The named executive
    officers were credited with the following match and profit-sharing amount
    under the Executive Savings Plan during the year 1997: D.A. Daberko,
    $48,656; V.A. DiGirolamo $26,804; R.G. Siefers, $14,207; W.E. MacDonald III,
    $16,922; J.L. Gorney, $13,757. All other compensation also includes the
    following amounts equal to the full dollar value of the remainder of the
    premiums paid by National City in connection with life insurance policies
    issued pursuant to the Split Dollar Life Insurance Agreements between
    National City and the following Named Executive Officers during 1997,
    respectively, as applicable: D.A. Daberko, $27,584; V.A. DiGirolamo $15,723;
    R.G. Siefers, $8,013; W.E. MacDonald III, $8,100; J.L. Gorney, $6,818. The
    premiums paid by National City in connection with the life insurance
    policies issued pursuant to such Split Dollar Life Insurance Agreements, set
    forth in the preceding sentence, generally will be recovered in full by
    National City upon the cancellation or purchase by a Named Executive Officer
    of any such life insurance policy or the payment of any death benefits under
    any such life insurance policy.
- --------------------------------------------------------------------------------
 
     (b) OPTIONS.  The following table provides information on option grants in
fiscal year 1997 to the Named Executive Officers.
- --------------------------------------------------------------------------------
 
                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                         INDIVIDUAL GRANTS
                                    -----------------------------------------------------------
                                     NUMBER OF        % OF TOTAL
                                     SECURITIES      OPTIONS/SARS       EXERCISE
                                     UNDERLYING       GRANTED TO           OR                       GRANT DATE
                                    OPTIONS/SARS     EMPLOYEES IN      BASE PRICE    EXPIRATION    PRESENT VALUE
               NAME                 GRANTED (#)     FISCAL YEAR (4)      ($/SH)         DATE          ($) (5)
- ----------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>                <C>           <C>           <C>
D.A. Daberko......................      18,123(1)        0.58%          $ 55.750      06/24/02      $   163,832
                                        24,564(1)        0.78%          $ 55.750      06/23/03      $   222,059
                                        30,401(1)        0.97%          $ 55.750      07/06/04      $   274,825
                                       125,000(3)        0.06%          $ 57.375      07/28/07      $ 1,163,750
V.A. DiGirolamo...................       9,706(1)        0.31%          $ 50.125      06/24/02      $    78,910
                                         8,987(1)        0.29%          $ 50.125      06/23/03      $    73,064
                                        70,000(3)        2.23%          $ 57.375      07/28/07      $   651,700
                                           690(1)        0.02%          $ 59.562      06/23/03      $     6,665
                                        11,728(1)        0.37%          $ 59.562      07/06/04      $   113,292
                                        12,507(1)        0.40%          $ 59.562      06/14/05      $   120,818
                                         5,649(1)        0.18%          $ 59.562      09/14/05      $    54,569
R.G. Siefers......................       8,678(1)        0.28%          $ 57.062      06/14/05      $    80,272
                                        60,000(3)        1.92%          $ 57.375      07/28/07      $   558,600
                                        25,000(2)        0.80%          $ 56.125      10/27/07      $   252,500
W.E. MacDonald III................       5,915(1)        0.19%          $ 53.125      07/06/04      $    50,987
                                         9,353(1)        0.30%          $ 53.125      06/14/05      $    80,623
                                        25,000(3)        0.80%          $ 57.375      07/28/07      $   232,750
J.L. Gorney.......................       3,033(1)        0.10%          $ 49.625      06/23/03      $    24,416
                                         4,051(1)        0.13%          $ 49.625      07/06/04      $    32,611
                                        25,000(3)        0.80%          $ 57.375      07/28/07      $   232,750
                                         4,657(1)        0.15%          $ 60.937      07/06/04      $    46,011
                                         6,318(1)        0.20%          $ 60.937      06/14/05      $    62,422
                                         3,076(1)        0.09%          $ 65.000      06/14/05      $    32,421
</TABLE>
 
- --------------------------------------------------------------------------------
 
(1) Options are Additional Options as defined in the Amended and Restated
    National City Corporation 1993 Stock Option Plan ("Additional Options").
    Additional Options are granted at the market price of National City Common
    on the date of grant and become exercisable 6 months after the date of
    grant. They have a contractual term equal to the remaining term of the
    original option.
 
                                       56
<PAGE>   61
 
(2) Options are non-qualified stock options. One-third of the options become
    exercisable annually beginning two years from the date of grant and all have
    a contractual term of 10 years. Additional Option rights are attached to
    each option and Additional Options will be granted upon exercise, subject to
    certain provisions, if the exercise price or the related tax obligation is
    paid using shares of National City Common owned by the optionee.
 
(3) One half of each option grant becomes exercisable one year after the date of
    the grant and the remainder becomes exercisable on the second anniversary of
    the grant. For incentive stock options a further restriction is placed on
    the exercise of options such that the maximum number of shares of National
    City Common which become initially available for purchase under all
    post-1986 incentive stock option grants from National City in any calendar
    year shall be limited to that number of shares the aggregate exercise price
    of which does not exceed $100,000. Additional Option rights are attached to
    each option and Additional Options will be granted upon exercise, subject to
    certain provisions, if the exercise price or the related tax obligation is
    paid using shares of National City Common owned by the optionee.
 
(4) National City granted options representing 3,132,668 shares to employees
    during 1997.
 
(5) In accordance with Securities and Exchange Commission rules, the
    Black-Scholes pricing model was used to estimate the Grant Date Present
    Value. The values indicated were calculated using the following assumptions:
    (i) an expected volatility of .194, (ii) an expected dividend yield of
    3.50%, (iii) the risk-free interest rate at the date of grant based upon a
    term equal to the expected life of the option (from 5.70% to 5.72%), (iv) an
    expected option life equal to the anticipated period of time from date of
    grant to exercise (from 3.9 years to 5.0 years), and (v) no discounts for
    non-transferability or risk of forfeiture. The estimated values have been
    included solely for purposes of disclosure in accordance with the rules of
    the Securities and Exchange Commission and represent theoretical values. The
    actual value, if any, an executive may realize will depend upon the increase
    in the market price of National City Common through the date of exercise.
    Such an increase would benefit all stockholders.
- --------------------------------------------------------------------------------
 
                                       57
<PAGE>   62
 
     The following table sets forth the stock options exercised by each of the
Named Executive Officers during the calendar year 1997 and the December 31, 1997
value of all unexercised options held by the named executive officers.
- --------------------------------------------------------------------------------
 
            AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES
 
<TABLE>
<CAPTION>
                                                               NUMBER OF
                                                              SECURITIES          VALUE OF
                                                              UNDERLYING         UNEXERCISED
                                                              UNEXERCISED       IN-THE-MONEY
                                                             OPTIONS/SARS       OPTIONS/SARS
                                                              AT 12/31/97      AT 12/31/97(2)
                            SHARES                           -------------     ---------------
                          ACQUIRED ON         VALUE          EXERCISABLE/       EXERCISABLE/
         NAME             EXERCISE(#)     REALIZED($)(1)     UNEXERCISABLE      UNEXERCISABLE
- ----------------------------------------------------------------------------------------------
<S>                       <C>             <C>                <C>               <C>
D.A. Daberko..........      114,168         $  3,407,180        148,421          $ 4,810,656
                                                                498,088          $11,077,755
V.A. DiGirolamo.......       84,448         $  2,683,215         48,736          $ 1,465,888
                                                                250,574          $ 5,425,426
R.G. Siefers..........       44,893         $  1,087,324              0          $         0
                                                                218,678          $ 4,693,515
W.E. MacDonald III....       24,801         $    713,176         79,681          $ 2,527,573
                                                                125,000          $ 3,309,375
J.L. Gorney...........       35,450         $  1,131,517         35,772          $ 1,290,155
                                                                139,051          $ 3,364,499
</TABLE>
 
- --------------------------------------------------------------------------------
 
(1) The "Value Realized" is equal to the difference between the option exercise
    price and the fair market value of National City Common on the date of
    exercise.
 
(2) The "Value of Unexercised In-The-Money Options/ SARs at 12/31/97" is equal
    to the difference between the option/SAR exercise price and National City
    Common's closing price on December 31, 1997 of $65.750.
- --------------------------------------------------------------------------------
 
     The following table provides information on the awards of long term
incentive plan participation during the year 1997.
 
            LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                   PERFORMANCE           ESTIMATED FUTURE PAYOUTS UNDER
                             NUMBER OF              OR OTHER             NON-STOCK PRICE-BASED PLANS(3)
                           SHARES, UNITS          PERIOD UNTIL         -----------------------------------
                              OR OTHER            MATURATION OR        THRESHOLD      TARGET      MAXIMUM
         NAME               RIGHTS(#)(1)            PAYOUT(2)             ($)          ($)          ($)
- ----------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                      <C>           <C>          <C>
D.A. Daberko..........          N/A             December 31, 2000      $ 231,268     $385,446     $770,892
V.A. DiGirolamo.......          N/A             December 31, 2000      $ 115,854     $193,091     $386,181
R.G. Siefers..........          N/A             December 31, 2000      $  75,029     $125,049     $250,098
W.E. MacDonald III....          N/A             December 31, 2000      $  61,568     $102,614     $205,228
J.L. Gorney...........          N/A             December 31, 2000      $  54,617     $ 91,028     $182,057
</TABLE>
 
- --------------------------------------------------------------------------------
 
(1) The National City Long-Term Incentive Plan for Senior Officers ("LTIP")
    grants cash awards based on a percentage of the individual's base pay. No
    shares or other rights are granted.
 
(2) The LTIP is based on a three year cycle starting 1/1/98 and ending 12/31/00.
    Messrs. Daberko, DiGirolamo, Siefers, MacDonald III, and Gorney were each
    awarded the opportunity to participate in the next three year cycle. Payouts
    occur only at the end of the cycle.
 
(3) The payout is based on National City's total return to its stockholders over
    a three-year period as compared to the total return to stockholders of a
    peer group of high performing banking companies. Payouts are made on a basis
    of a percentage of the average base pay for the three-year period for each
    participant.
- --------------------------------------------------------------------------------
 
                                       58
<PAGE>   63
 
     The value of benefits paid or furnished by National City in 1997 to
executive officers, other than those included in the preceding table are less
than the amounts required to be disclosed pursuant to the Exchange Act.
 
               REPORT OF COMPENSATION AND ORGANIZATION COMMITTEE
 
     National City believes that its stockholders should be provided information
about executive compensation that is easily understood and consistent with the
SEC proxy rules on executive compensation.
 
     The information provided is intended to enable stockholders to fully
understand the performance-based compensation programs for executives. National
City welcomes stockholder comments or suggestions on whether the disclosure
objectives have been met. Please send any comments to the Corporate Secretary,
National City Corporation, 1900 East Ninth Street, Cleveland, Ohio 44114.
 
COMPENSATION PHILOSOPHY
 
     National City is committed to aligning compensation strategies with overall
business objectives. The performance of National City's employees is key in
delivering the types of products and services that will enable National City to
be the premier diversified financial services company in the Midwest.
 
     National City's compensation philosophy is built on four integral
components that form the basis of National City's FOCUS ON PERFORMANCE programs:
 
     - Implement strategies that differentiate and focus on employee
       performance.
 
     - Tailor compensation programs to reflect unit and organizational
       priorities.
 
     - Compensate employees based on their contributions to the achievement of
       National City's goals and objectives.
 
     - Provide and support opportunities for equity ownership.
 
     National City will structure its compensation plans to reward individuals
based on their contributions to individual, unit, and corporate objectives.
Compensation strategies that support and are aligned with business objectives
will be pursued. National City's compensation philosophy recognizes the need for
diversification in pay practices. Variable pay opportunities provided through
incentive plans and performance bonus programs are important vehicles for
rewarding individual employee contributions. National City's FOCUS ON
PERFORMANCE programs are the foundation of achieving individual goals and
National City's financial objectives.
 
EXECUTIVE COMPENSATION PRINCIPLES
 
     National City's compensation programs are designed to encourage and reward
performance. The executive compensation package is competitive and comparable to
the levels of compensation offered by National City's peer group companies.
Because building the bottom line is critical to National City's success,
compensation is focused on performance that generates revenue -- directly
through the business line and through increased efficiency as a result of staff
unit contributions. The attainment of National City's goals and objectives
contribute to the maximization of stockholder value and create enhanced
compensation opportunities for participating executives.
 
     National City's executive compensation programs place a significant portion
of an executive's compensation at risk based upon performance. Rewards are based
on the attainment of both long-term and short-term strategic objectives.
Cash-based and equity-based instruments are used to provide alignment between
executive rewards and the achievement of individual, unit, and corporate
objectives.
 
     National City believes that it is in the best interest of stockholders to
retain as much flexibility as possible, now and in the future, with respect to
the design and administration of the written compensation plans that determine
cash-based and equity-based compensation for executive officers. National City
does, however, recognize the constraints imposed on this flexibility by Section
162(m) of the Internal Revenue Code, which disallows a tax deduction for
non-exempted compensation it pays in excess of $1,000,000 to key executives.
 
                                       59
<PAGE>   64
 
National City's compensation plans are currently structured to minimize the
non-exempted compensation that exceeds the limitation for deduction by National
City established by Section 162(m). In the event that the limitation is
exceeded, the Compensation and Organization Committee determines whether the
compensation in excess of the limitation will be paid in cash or deferred until
a later time.
 
COMMITMENT TO EMPLOYEE EQUITY OWNERSHIP
 
     National City is committed to ensuring that stockholders and employee
owners share long-term interests. A focus on increasing employee equity
ownership strengthens the link between executive rewards and long-term corporate
performance. This focus is demonstrated by the implementation of stock ownership
guidelines. In addition, several programs are in place to provide more
opportunities for executives to increase their level of equity interests. For
example, executives can receive part of their short-term bonus in the form of
restricted stock and the use of Additional Options encourages employees to
exercise their stock options earlier than they would have otherwise and hold the
shares arising from the exercise.
 
STOCK OWNERSHIP GUIDELINES
 
     In 1996, National City adopted stock ownership guidelines for its
executives. Equity ownership is a vital component of National City's total
compensation strategy, which is based on corporate performance and stockholder
interests. Ownership guidelines were determined based on a multiple of the base
salary mid range and converted to a fixed number of shares. Guidelines for the
chief executive officer and president were determined by market median
compensation data. The guidelines are applicable to all executives participating
in the National City Corporation Long-Term Incentive Compensation Plan for
Senior Officers and certain other executive officers of National City or its
major subsidiaries. Ownership guidelines are currently in place for 55
executives.
 
              STOCK OWNERSHIP GUIDELINES FOR THE NAMED EXECUTIVES
 
<TABLE>
<S>                                               <C>                               <C>
David A. Daberko                                  5.5 X Market Median Salary        59,459 Shares
Vincent A. DiGirolamo                             3.5 X Multiple of Mid Range       37,838 Shares
Robert G. Siefers                                 3.5 X Multiple of Mid Range       26,014 Shares
William E. MacDonald III                          3.5 X Multiple of Mid Range       26,014 Shares
Jon L. Gorney                                     3.5 X Multiple of Mid Range       26,014 Shares
</TABLE>
 
     The executives have until 1999 to meet the stock ownership guidelines. Both
direct and indirect forms of ownership are recognized in achieving the
guidelines. Direct ownership will be in the form of shares of National City
Common owned. Indirect ownership includes deferred compensation invested in
phantom National City Common and 401(k) funds invested in the National City
Corporation Common Stock Fund.
 
     In addition to the stock ownership guidelines for employees, National City
has adopted stock ownership guidelines for its Board of Directors. Increased
equity ownership for directors strengthens the linkage to long-term stockholder
interests. The Board established stock ownership guidelines in 1996. The
guidelines recommend that each director beneficially own 6,000 shares of
National City Common. Both direct and indirect National City equity ownership
will be considered as owned shares for the purpose of the guideline. Direct
ownership includes National City Common and Restricted Stock. Indirect ownership
includes deferred compensation invested in the form of phantom National City
Common.
 
EQUITY-BASED REWARDS
 
     Stock options are an important component of total compensation and provide
a long-term incentive to participants to align performance with stockholder
interests. Each organizational unit is allocated a pool of options for
distribution based on unit performance. Stock options are awarded to employees
based on their contribution to the performance of the unit. Broad guidelines are
used to award the stock options, with above target awards linked to above
average unit and individual performance and long-term potential.
 
                                       60
<PAGE>   65
 
     The National City Corporation Amended and Restated 1993 Stock Option Plan
provides for a one time additional stock option grant (an "Additional Option")
when the employee has used previously owned National City Common to pay the
exercise price of an original option grant (a swap transaction). The Additional
Option feature typically encourages an employee to exercise the option grant
earlier than if the feature were not present, thereby increasing the employee's
level of equity ownership. Each Additional Option's termination date is the same
as the termination date of the option that originally had the Additional Option
feature. Its option price is the market price at the time of the exercise of the
original option. An Additional Option is NOT provided upon exercise of an
Additional Option. This program was implemented when the stock ownership
guidelines were established and supports National City's focus on increased
equity ownership.
 
CASH-BASED REWARDS
 
     National City believes that cash compensation should be driven by the
attainment of aggressive business goals. These goals are based on annual and
three year plan cycles. Performance is assessed in terms of achievement of
internal business goals as well as financial achievements compared to those of
the peer group. Above target cash compensation can only be attained by achieving
an above average ranking against National City's peer group and the attainment
of the aggressive business goals.
 
     National City establishes a salary range for each executive officer that is
determined by an evaluation of job criteria. This internally driven process is
then validated by market comparisons at peer group companies. National City's
objective is to provide base compensation at market median and to provide total
cash compensation opportunities above the market median when there is above
average performance. Executive salaries can vary within National City's range
structure based on performance, experience, and long-term potential.
 
     THE NATIONAL CITY CORPORATION ANNUAL CORPORATE PERFORMANCE INCENTIVE PLAN,
as amended January 1, 1996, rewards performance relative to a peer group
comprised of approximately 16 super-regional banks based on four factors: growth
in earnings per share (33% weight), return on assets (17%) , overhead ratio
(17%), and return on equity (33%). Awards are paid based on National City's
performance over the year as well as the employee's individual award category.
Awards under this plan are a percentage of base pay and can range from 0% to
76.5% for the chief executive officer, 0% to 60% for a vice chairman and 0% to
42% for other executive officers of National City or its major subsidiaries. For
1997 National City ranked eighth out of the banks in the peer group. The award
payment for 1997 was equal to the target award.
 
     THE NATIONAL CITY CORPORATION SHORT-TERM INCENTIVE COMPENSATION PLAN FOR
SENIOR OFFICERS allows for rewards to be based on bottom-line performance of the
line or staff unit and the achievement of individual performance goals. Award
pools are funded based on unit performance. Individual awards are distributed
within each unit based on the funding level of the pool and the individual's
contributions toward the unit's performance. Awards under this plan are a
percent of base pay and can range from 0% to 53.5% for the chief executive
officer, 0% to 50% for a vice chairman and 0% to 48% for other executive
officers of National City or its major subsidiaries.
 
     THE NATIONAL CITY CORPORATION LONG-TERM INCENTIVE COMPENSATION PLAN FOR
SENIOR OFFICERS is designed to maximize returns to stockholders by linking the
compensation of key executives to the overall profitability and success of
National City. Awards are based on National City's ranking relative to a peer
group comprised of approximately 16 super-regional banks. The ranking is
determined by the increase in total stockholder return over a three year plan
cycle. Awards are paid at the completion of each plan cycle. Awards under this
plan can range from 0% to 100% for the chief executive officer, 0% to 80% for a
vice chairman, and 0% to 60% for any executive officer of National City or its
major subsidiaries. The incentive award is computed based on the executive's
average annual salary during each plan cycle. National City ranked eighth in the
peer group total return to stockholders for the 1995-1997 plan cycle. The payout
was equal to the target, 50% of the maximum award.
 
                                       61
<PAGE>   66
 
PEER GROUP BANKS
 
     The peer group companies are selected by the Compensation and Organization
Committee. They are all included in the KBW 50 Total Return Index ("KBW 50")
used in the performance chart on page 64 and, as a group, have outperformed the
KBW 50 over time. National City believes it is important that the peer group it
compares itself to consists of the better performing banks.
 
SUMMARY
 
     National City's compensation programs serve to closely align an
individual's compensation opportunities with the impact of the individual's
contributions on the overall performance of National City. Both cash-based and
equity-based vehicles are used to reward performance that is measured annually
and over a three-year period. Achievement of National City's business goals and
performance relative to peer group performance are used as measurement criteria.
National City will continue to build on programs that tie total compensation to
National City's success.
 
                 THE COMPENSATION AND ORGANIZATION COMMITTEE'S
                           REVIEW OF CEO COMPENSATION
 
     National City's executive compensation program is based on corporate and
individual performance and places a significant portion of an executive's
compensation at risk if pre-established goals are not attained. In addition, the
program rewards long-term strategic management by using compensation vehicles
which promote equity ownership and emphasize attention to stockholder value.
 
     Mr. Daberko served as president and chief operating officer of National
City from 1993 until July of 1995, when he was named chief executive officer.
Mr. Daberko has been an employee of National City for 29 years. In 1997, Mr.
Daberko's total cash compensation was $1,709,719.
 
     During 1997, Mr. Daberko's salary was adjusted to be reflective of his
performance and the relationship of his earning opportunities to that of other
CEO's at peer companies. His base salary at the end of 1997 was $750,000 .
 
     Long-Term Plan awards are based solely on the change in total stockholder
return as compared to the change in total stockholder return of a selected peer
group of financial institutions for a three year period. Based on National
City's relative performance during the 1995-1997 time period, Mr. Daberko's
award in 1997 was $289,792.
 
     Mr. Daberko's Short-Term Plan goals for 1997 were based on financial
performance measurements and several other key strategic initiatives designed to
ensure the long-term viability of National City. These goals related to
earnings, credit quality, leading the emphasis on a sales and service culture,
ensuring the strong future leadership of the Corporation, and many other key
strategic issues. Mr. Daberko has elected to receive his bonus in the form of
restricted stock (6,639 shares), further linking his interests to the
performance of National City.
 
     The Annual Corporate Performance Plan awards are determined by comparing
National City's relative performance against a selected peer group of financial
institutions based on pre-selected key financial indices. Mr. Daberko's Annual
Corporate Performance Plan award was $371,250.
 
     Stock options are another key element of total compensation. Equity-based
compensation produces a long-term link between the results achieved for
stockholders and the rewards provided to key executive officers. Each year, the
Committee reviews competitive peer group data and individual performance to
determine the level of equity-based awards to be granted to key executives.
National City places significant value and importance on stock ownership by
senior management. Based on Mr. Daberko's performance, he received an option in
1997 to purchase 125,000 shares of National City Common with an exercise price
of $57.375 per share (the market value of National City Common on the day of the
grant). The option award was competitive with option awards made to chief
executive officers of the peer group companies. The Committee does not consider
the number of options held by Mr. Daberko in making this award, except for
assuring the Option Plan's limits are not exceeded. In addition, Mr. Daberko
received Additional Option stock options during 1997 by surrendering
previously-owned
 
                                       62
<PAGE>   67
 
shares of National City Common to exercise stock options with the Additional
Options feature. These Additional Options have an exercise price equal to the
market price at the time of the exercise of the original option.
 
     National City uses Restricted Stock to offset projected benefits under the
Supplemental Executive Retirement Plan in which Mr. Daberko participates. In
1997, Mr. Daberko received 4,250 shares of Restricted Stock for this purpose.
 
     During 1997, National City's fully diluted net income per common share was
$3.66, up from $3.27 in 1997. The share price of National City Common rose to
$65.75 from $44.875 and dividends were increased to $1.67 per share from $1.47.
In addition, National City announced the purchase of First of America Bank
Corporation, scheduled to close in 1998. The performance-based reward programs
in which Mr. Daberko participates are designed to provide levels of equity-based
and cash-based rewards that are aligned with the performance of National City.
Mr. Daberko's compensation and the performance of National City during 1997 have
demonstrated the existence of this alignment.
 
COMPENSATION AND ORGANIZATION COMMITTEE
 
John G. Breen, Chairman
James S. Broadhurst
Duane E. Collins
Daniel E. Evans
Joseph H. Lemieux
 
                                       63
<PAGE>   68
 
                         STOCKHOLDER RETURN PERFORMANCE
 
     Set forth below is a line graph comparing the five year cumulative total
return of National City Common, assuming reinvestment of dividends, with that of
the S&P 500 and the KBW 50. The KBW 50 is a market-capitalization-weighted bank
stock index developed and published by KBW, a nationally recognized brokerage
and investment banking firm specializing in bank stocks. The index is made up of
50 of the nation's most important banking companies and is meant to be
representative of the performance of the nation's large banks.
 
                              5 YEAR TOTAL RETURN
                                 12/92 - 12/97
                      NATIONAL CITY VS. KBW 50 AND S&P 500
 
<TABLE>
<CAPTION>
        MEASUREMENT PERIOD
      (FISCAL YEAR COVERED)            NATIONAL CITY          S&P 500             KBW 50
<S>                                  <C>                 <C>                 <C>
1992                                             100.0               100.0               100.0
1993                                             102.9               110.0               105.5
1994                                             113.6               111.4               100.0
1995                                             152.2               153.1               160.4
1996                                             214.5               188.2               226.9
1997                                             324.4               251.0               331.7
</TABLE>
 
                                       64
<PAGE>   69
 
     The following table sets forth the beneficial security ownership of (a)
each director, (b) the chief executive officer and the four other most highly
compensated executive officers of FWNC and (c) all directors and executive
officers of FWNC as a group, as of December 31, 1997 (including shares that such
individuals could have acquired by the exercise of options within 60 days):
 
- --------------------------------------------------------------------------------
                  BENEFICIAL SECURITY OWNERSHIP OF MANAGEMENT
 
<TABLE>
<CAPTION>
  TITLE OF                                                         AMOUNT OF SHARES        PERCENT OF
    CLASS                  NAME OF BENEFICIAL OWNER               BENEFICIALLY OWNED         CLASS
- -----------------------------------------------------------------------------------------------------
<S>            <C>                                                <C>                      <C>
Common Stock   Walter S. Ainsworth                                         5,122(3)           .027
Common Stock   Willis E. Alt, Jr.                                         34,809(4)(5)        .187
Common Stock   Michael C. Haggarty                                        73,125(4)(6)        .339
Common Stock   M. James Johnston                                          70,544(4)(7)        .376
Common Stock   Jackson R. Lehman                                          62,358(4)(8)        .332
Common Stock   Mark P. Shambaugh                                             400              .002
Common Stock   Jeff H. Towles, M.D.                                        1,058              .006
Common Stock   Andrew F. Brooks                                            6,377              .034
Common Stock   Richard B. Doner                                            4,063(9)           .022
Common Stock   Jon F. Fuller                                               5,786(10)          .031
Common Stock   George B. Huber                                               875              .005
Common Stock   Joanne B. Lantz                                             2,425              .013
Common Stock   Julie I. Walda                                             37,929(11)          .202
Common Stock   Don A. Wolf                                                17,517(12)          .093
Common Stock   Robert A. Anker                                               810              .004
Common Stock   Thomas C. Griffith                                          4,971              .026
Common Stock   Michael J. McClelland                                       9,257(13)          .049
Common Stock   Patrick G. Michaels                                        15,593(15)          .083
Common Stock   Patricia R. Miller                                          1,767              .009
Common Stock   Dennis J. Schwartz                                      1,768,967(16)         9,430
Common Stock   Thomas M. Shoaff                                          134,083(17)          .715
Common Stock   Director and Executive Officer of FWNC as a Group       2,432,679
</TABLE>
 
- ---------------
 
(1) All Executive Officers and Directors as a group (31 persons, including those
    named above) owned beneficially on February 13, 1998, an aggregate of
    2,432,679 shares of the FWNC's Common, which represented 12.968% of total
    shares then outstanding, including stock options currently exercisable, and
    stock options exercisable within 60 days. These shares include: 42,921
    shares beneficially owned by Stephen R. Gillig, one of the named executive
    officers in the Summary Compensation Table which represented .229% of total
    shares then outstanding and includes currently exercisable stock options,
    and stock options exercisable within 60 days, to purchase 26,997 shares; and
    30,102 shares beneficially owned by Michael J. Eikenberry, one of the named
    executive officers in the Summary Compensation Table which represented .161%
    of total shares then outstanding, and includes 10,116 shares held in a trust
    as to which shares Mr. Eikenberry has voting and investment power, and
    currently exercisable stock options, and stock options exercisable within 60
    days, to purchase 12,749 shares; and 35,003 shares beneficially owned by
    Karen M. Kasper one of the named executive officers in the summary table
    which represents .187% of total shares then outstanding, and currently
    exercisable stock options, and stock options exercisable within 60 days, to
    purchase 23,943 shares.
 
(2) Notwithstanding disclaimers of beneficial ownership by the person named, the
    beneficial interest of spouses and children who share the same home as the
    person named are included in the above schedule, but shares in which other
    relatives have a beneficial interest are excluded.
 
                                       65
<PAGE>   70
 
     The following table sets forth the beneficial security ownership of all
shareholders known to FWNC to be the beneficial owner of more than five percent
of FWNC Common.
- --------------------------------------------------------------------------------
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
<TABLE>
<CAPTION>
                            (2)                     (3)
                            NAME                  AMOUNT
     (1)                AND ADDRESS            AND NATURE OF       (4)
  TITLE OF             OF BENEFICIAL            BENEFICIAL       PERCENT
    CLASS                  OWNER               OWNERSHIP(1)      OF CLASS
- -------------------------------------------------------------------------
<S>              <C>                           <C>               <C>
Common Stock     Fort Wayne National Bank         2,250,339(2)     11.0
                 110 West Berry Street
                 Fort Wayne, Indiana 46802
Common Stock     Mardot, LP                       1,767,092         9.4
                 P.O. Box 328
                 South Bend, Indiana 46624
</TABLE>
 
- ---------------
 
(1) Fort Wayne National Bank is a wholly-owned bank subsidiary of FWNC.
 
(2) Fort Wayne National Bank holds these shares in a fiduciary capacity under
    numerous trust relationships. None of these trusts is the beneficial owner
    of 5% or more of the Common Stock of FWNC as of January 20, 1998. Fort Wayne
    National Bank has sole or shared voting power and sole or shared investment
    decision over these shares, but disclaims any beneficial interest in all
    shares held in this capacity. Fort Wayne National Bank also holds shares in
    a non-discretionary capacity and disclaims any beneficial interest in all
    shares held in this capacity.
 
(3) Mardot, LP is a partnership of which Dennis J. Schwartz, a Director of FWNC,
    is a general partner. Of the shares presented, 530,794 shares are currently
    in the form of a derivative security, which shares are convertible into
    Common Stock of FWNC at the discretion of the Shareholder. As of January 20,
    1998, the derivative shares had not been converted into Common Stock of
    FWNC, therefore, those shares cannot be voted.
 
GRANTOR TRUST
 
     A trust has been established to hold assets in the case of a change in
control for the payment of benefits for unfunded deferred compensation for
executives under the Short-Term Plan, the Long-Term Plan, the Supplemental Plan,
the Executive Plan, and the split dollar life insurance agreements.
 
     The tabulation below shows total estimated annual retirement benefits
payable to employees under the Retirement Plan (without regard to any provision
contained in the Retirement Plan pursuant to the Code or other applicable law
limiting the annual amount payable under the Retirement Plan) and under the
Supplemental Plan.
 
                               PENSION PLAN TABLE
 
<TABLE>
<CAPTION>
                                                        YEARS OF BENEFIT SERVICE
   AVERAGE BASE     -------------------------------------------------------------------------------------------------
   COMPENSATION       10 YEARS         15 YEARS         20 YEARS         25 YEARS         30 YEARS         35 YEARS
   ------------     ------------     ------------     ------------     ------------     ------------     ------------
<S><C>              <C>              <C>              <C>              <C>              <C>              <C>
    $   25,000        $    3,125       $    4,687       $    6,250       $    7,812       $    9,375       $   10,937
        50,000             7,373           11,060           14,747           18,434           22,120           25,807
       100,000            16,124           24,185           32,248           40,310           48,371           56,433
       200,000            33,623           50,435           67,247           84,059          100,870          117,682
       400,000            68,624          102,936          137,248          171,560          205,871          240,183
       600,000           103,624          155,436          207,248          259,059          310,873          362,685
       800,000           138,623          207,935          277,247          346,559          415,870          485,182
     1,000,000           173,624          260,436          347,248          434,060          520,871          607,683
     1,200,000           208,624          312,936          417,248          521,561          625,873          730,185
</TABLE>
 
- ---------------
 
Retirement benefits above the annual compensation limit are paid to those
officers who are participating through a nonqualified Supplemental Executive
Retirement Plan. The Social Security Taxable Wage Base (as defined in the
Retirement Plan) and the annual compensation limit
 
                                       66
<PAGE>   71
 
taken into account during any Plan Year are the Social Security Taxable Wage
Base and annual compensation limit in effect at the beginning of such Plan Year.
For example, the 1998 Social Security Taxable Wage Base and the $160,000 annual
compensation limit for 1998 will not be applied until the Plan Year beginning
October 1, 1998 and ending September 30, 1999. "Plan Year" under and as defined
in the Retirement Plan is the 12 month period of time from the first day of
October to the last day of September, annually.
 
     Assuming retirement at age 65 under the Retirement Plan, the number of
years of benefit service under both the Retirement Plan and the Supplemental
Plan for the four executive officers and the CEO named in the Summary
Compensation Table would be: David A. Daberko, 35 years; Vincent A. DiGirolamo,
35 years; Robert G. Siefers, 35 years, William E. MacDonald III, 35 years and
Jon L. Gorney, 35 years.
 
TRANSACTIONS WITH MANAGEMENT
 
     Certain of National City's directors and executive officers and associates
of directors or executive officers were customers of or had various transactions
with National City and its subsidiaries in the ordinary course of business in
1997. These transactions cover a wide range of banking and trust services, both
personal and corporate. Without exception, all services were provided to the
directors, executive officers and their associates at market rates consistent
with published fee schedules. Similar additional transactions may be expected to
take place in the ordinary course of business in the future. Although various
laws and regulations governing National City and its subsidiaries allow National
City and its subsidiaries to make loans to a limited extent to its executive
officers, all loans and loan commitments and sales of commercial paper involving
executive officers, directors or their affiliates were made on substantially the
same terms, including interest rates and collateral, as those prevailing at that
time for comparable transactions with other persons, and did not involve more
than the normal risk of collectibility or other unfavorable features.
 
                       CERTAIN REGULATORY CONSIDERATIONS
 
GENERAL
 
     Bank holding companies and banks are extensively regulated under both
federal and state law. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions. A change in
applicable law or regulation may have a material effect on the business of
National City or FWNC.
 
     As bank holding companies, National City and FWNC are subject to regulation
under the BHCA and its examination and reporting requirements. Under the BHCA,
bank holding companies may not (subject to certain limited exceptions) directly
or indirectly acquire the ownership or control of more than 5% of any class of
voting shares or substantially all of the assets of any company, including a
bank, without the prior written approval of the FRB. In addition, bank holding
companies are generally prohibited under the BHCA from engaging in nonbanking
activities, subject to certain exceptions.
 
     The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
amended Section 3(d) of the BHCA by authorizing the FRB to approve on or after
September 29, 1995 the acquisition by a bank holding company of more than 5% of
any class of the voting shares of, or substantially all the assets of, any bank
(or its holding company) located outside of the state in which the operations of
such acquiring bank holding company's banking subsidiaries are principally
conducted on the date such company became a bank holding company, regardless of
whether the acquisition would be prohibited by state law. However the amendment
to Section 3(d) of the BHCA provides that the FRB may only approve the
acquisition applications of bank holding companies that are "adequately
capitalized" and "adequately managed". In addition, the FRB may not approve an
out of state bank holding company's application to acquire a bank (or its
holding company) in another state that has not existed for a minimum period of
time, if any, required by the "host state". In no event shall the "host state's"
law require that a bank have existed more than five years. Also the FRB may not
approve a bank holding company's application, if the applicant, including its
insured depository affiliates, controls or would control, more than ten (10)
percent of the total amount of deposits of insured depository institutions in
the United States. Furthermore, amended Section 3(d) prohibits the FRB's
approval of an acquisition if the applicant, including all insured depository
affiliates, would control 30 percent or more of the deposits of all insured
depository institutions in an affected State. In determining whether to approve
an application, the FRB is required to comply
 
                                       67
<PAGE>   72
 
with its responsibilities under Section 804 of the Community Reinvestment Act of
1977, and consider the applicants compliance with state community reinvestment
laws.
 
PAYMENT OF DIVIDENDS
 
     Each of National City and FWNC is a legal entity separate and distinct from
its banking and other subsidiaries. Most of National City's and FWNC's revenues
result from dividends paid to them by their respective bank subsidiaries. There
are statutory and regulatory requirements applicable to the payment of dividends
by subsidiary banks as well as to the payment of dividends by National City and
FWNC to their stockholders and shareholders, respectively.
 
     Each state bank subsidiary that is a member of the Federal Reserve System
and each national banking association is required by federal law to obtain the
prior approval of the FRB or the Comptroller of the Currency (the
"Comptroller"), as the case may be, for the declaration and payment of dividends
if the total of all dividends declared by the board of directors of such bank in
any year will exceed the total of (a) such bank's net profits (as defined and
interpreted by regulation) for that year plus (b) the retained net profits (as
defined and interpreted by regulation) for the preceding two years, less any
required transfers to surplus. In addition, these banks may only pay dividends
to the extent that retained net profits (including the portion transferred to
surplus) exceed statutory bad debts (as defined by regulation).
 
     In 1997, National City's subsidiary banks, without obtaining governmental
approvals, could declare aggregate dividends of approximately $1,116.2 million
from retained net profits. During 1997, National City's subsidiary banks
declared $422.0 million in dividends. As of January 1, 1998, the subsidiary
banks could initiate dividend payments, without prior regulatory approval, of
$471.1 million.
 
     In 1997, FWNC's subsidiary banks, without obtaining governmental approvals,
could declare aggregate dividends of approximately $59.6 million from retained
net profits. During 1997, FWNC's subsidiary banks declared $29.4 million in
dividends. As of January 1, 1998, the subsidiary banks could initiate dividend
payments, without prior regulatory approval, of $15.9 million.
 
     The payments of dividends by National City and FWNC and their respective
bank subsidiaries are also affected by various regulatory requirements and
policies, such as the requirements to maintain adequate capital. In addition,
if, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), that authority may require, after notice and hearing,
that such bank cease and desist from that practice. The FRB and the Comptroller
have each indicated that paying dividends that deplete a bank's capital base to
an inadequate level would be an unsafe and unsound banking practice. The FRB,
the Comptroller and the Federal Deposit Insurance Corporation (the "FDIC") have
issued policy statements which provide that bank holding companies and insured
banks should generally only pay dividends out of current operating earnings.
 
CERTAIN TRANSACTIONS BY BANK HOLDING COMPANIES WITH THEIR AFFILIATES
 
     There are also various legal restrictions on the extent to which National
City, FWNC and most of their respective nondepository subsidiaries can borrow or
otherwise obtain credit from, or engage in certain other transactions ("covered
transactions") with, their depository institution subsidiaries. Such borrowings
and other transactions by an insured depository institution with its
nondepository affiliates are limited to the following amounts: (a) in the case
of any one such affiliate, the aggregate amount of covered transactions of the
insured depository institution and its subsidiaries cannot exceed 10% of the
capital stock and surplus of the insured depository institution; and (b) in the
case of all affiliates, the aggregate amount of covered transactions of the
insured depository institution and its subsidiaries cannot exceed 20% of the
capital stock and surplus of the insured depository institution. In addition,
such extensions of credit must be collateralized in prescribed amounts.
Furthermore, a bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property or furnishing of services.
 
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<PAGE>   73
 
CAPITAL
 
     National City and FWNC are each subject to capital adequacy guidelines of
the FRB. Under the FRB's capital guidelines, a holding company's capital is
divided into two tiers, Tier 1 and Tier 2. The respective components of Tier 1
and Tier 2 capital are described in materials incorporated herein by reference.
See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE". The minimum guideline for
the ratio of Total Capital (Tier 1 plus Tier 2 capital) to risk-adjusted assets
is 8%, of which half (4%) must be Tier 1 capital. In addition the FRB requires a
leverage ratio (Tier 1 capital to average total consolidated assets) of at least
3% for bank holding companies that meet specified criteria, including having the
highest regulatory rating. To be considered well capitalized, the Tier 1 capital
ratio, the Total Capital ratio and the leverage ratio must be at least 6%, 10%,
and 5%, respectively.
 
     The following table sets forth the ratio of Tier 1 capital to risk-adjusted
assets, Total Capital to risk-adjusted assets and Tier 1 capital to average
total consolidated assets for National City and FOA individually, National City
and FOA on a pro forma combined basis, FWNC individually, and National City, FOA
and FWNC on a pro forma combined basis as of December 31, 1997 (in each case
calculated pursuant to the current risk-based capital guidelines).
 
<TABLE>
<CAPTION>
                                         NATIONAL                 PRO FORMA                 PRO FORMA
                                           CITY         FOA       COMBINED       FWNC       COMBINED
                                         --------      -----      ---------      -----      ---------
<S>                                      <C>           <C>        <C>            <C>        <C>
Tier 1 risk-based capital..............     8.12%      11.33%        8.57%       12.09%        8.77%
Total risk-based capital...............    12.65       14.74        12.79        13.34        12.89
Leverage...............................     7.01        8.74         7.18        7.98          7.28
</TABLE>
 
     Each of National City's, FOA's and FWNC's subsidiary banks is subject to
similar capital requirements established by the subsidiary's primary federal
regulator. At December 31, 1997, all of National City's, FOA's and FWNC's
subsidiary banks were considered well-capitalized.
 
     Effective January 17, 1995, the FRB and the other federal banking agencies
amended the risk-based capital standards to consider risk from concentrations of
credit and the risks of nontraditional activities, as well as an institution's
ability to manage these risks, as important factors in determining the adequacy
of an institution's capital. Institutions with higher than desired levels of
risk will be expected to maintain a higher capital ratio or minimum levels of
capital. The federal banking agencies also issued an amendment to the capital
standards, effective September 1, 1995, which requires the banking agencies to
consider an institution's exposure to interest rate risk when assessing the
adequacy of capital. This amendment does not codify a measurement framework for
assessing the level of interest rate exposure. It is anticipated that at some
future date the federal banking agencies will establish an explicit capital
charge for interest rate risk that will be based upon an institution's measured
interest rate risk exposure.
 
     Under federal banking laws, failure to meet the minimum regulatory capital
requirements could subject a banking institution to a variety of enforcement
remedies including the possible termination of deposit insurance by the FDIC and
seizure of the institution.
 
HOLDING COMPANY SUPPORT OF SUBSIDIARY BANKS
 
     Under FRB policy, each of National City and FWNC is expected to act as a
source of financial strength to each of its subsidiary banks and to commit
resources to support each of such subsidiaries. This support may be required at
times when, absent such FRB policy, National City or FWNC would not otherwise be
required to provide it. In addition, any capital loans by National City or FWNC
to a subsidiary bank would be subordinate in right of payment to deposits and to
certain other indebtedness of such bank. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a subsidiary bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment. This
priority would apply to guarantees of capital restoration plans under the
Federal Deposit Insurance Corporation Improvement Act of 1991.
 
                                       69
<PAGE>   74
 
     A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with (i) the default of a commonly controlled FDIC-insured depository
institution, or (ii) any assistance provided by the FDIC to any commonly
controlled FDIC-insured depository institution in danger of default.
 
FDIC INSURANCE ASSESSMENTS
 
     National City's and FWNC's subsidiary banks are subject to FDIC deposit
insurance assessments. Currently, FDIC premiums are such that the highest rated
institutions are paying an annual premium of $0.01256 per $100.00 of eligible
bank insurance fund deposits subject to a statutory annual minimum of $2,000.00.
 
                   DESCRIPTION OF NATIONAL CITY CAPITAL STOCK
 
COMMON STOCK
 
     General. National City has 700,000,000 authorized shares of National City
Common, of which 211,097,837 shares were issued and outstanding on December 31,
1997, and an additional 16,836,539 shares were reserved for issuance in
connection with National City's stock option plans (options to purchase
13,747,432 of such shares have been granted and are outstanding) and the
National City Restricted Stock Plans (awards of 507,552 of such shares have been
granted and are outstanding). The shares of National City Common to be issued in
connection with the Merger will be validly issued, fully paid and nonassessable.
National City Common is listed on the NYSE and trades under the symbol National
City. As of December 31, 1997 there were 34,108 National City Common
stockholders of record. The transfer agent, registrar and dividend disbursing
agent for shares of National City Common is National City Bank.
 
     Dividend and Liquidation Rights. Holders of National City Common are
entitled to such dividends as may be declared by Board of Directors of National
City out of funds legally available therefore. In the event of liquidation,
holders of National City Common will be entitled to receive pro rata any assets
distributable to stockholders in respect of the number of shares held by them.
The dividend and liquidation rights of National City Common are subject to the
rights of any preferred stock of National City.
 
     Voting, Preemptive, Conversion and Redemption Rights. Holders of National
City Common are entitled to one vote per share on all matters submitted to
stockholders and are not entitled to cumulative voting rights in the election of
directors or to preemptive rights for the purchase of additional shares of any
class of National City's stock. National City Common has no conversion or
redemption rights.
 
PREFERRED STOCK
 
     General. Under National City's Certificate, the Board of Directors of
National City is authorized without further stockholder action to provide for
the issuance of up to 5,000,000 shares of preferred stock, without par value, in
one or more series as the Board of Directors of National City may determine, and
to fix the relative powers, preferences and rights (including voting rights) of
each such series of preferred stock in relation to the powers, preferences and
rights of any other series of preferred stock. Voting rights, if any, may be
general, special, conditional or limited. The Board of Directors of National
City also has the discretion to determine the number of votes per share which
each holder of a share of a series of the preferred stock will have, but in no
event may any holder of any series of National City preferred stock be entitled
to more than one vote per share. Additionally, the Board of Directors of
National City is authorized to permit the holders of a series of preferred stock
to vote separately or together with the holders of one or more other series of
preferred stock on all or some matters as a separate voting group. National City
may, at its option, elect to offer depositary shares evidenced by depositary
receipts, each representing a fractional interest in a share of the particular
series of the National City preferred stock issued and deposited with a
depositary selected by National City.
 
     Generally, the issuance of preferred stock by National City could (a)
result in a class of securities outstanding that will have certain preferences
regarding distributions in a liquidation over National City Common and might
provide for certain rights (whether general, special, conditional or limited)
that could dilute the voting
 
                                       70
<PAGE>   75
 
rights of National City Common and (b) result in dilution of the net income per
share and net book value per share relating to National City Common. Further,
the issuance of any additional shares of National City Common, pursuant to any
conversion rights granted holders of any preferred stock, may also result in
dilution of the voting rights, net income per share and net book value of
National City Common.
 
     The Board of Directors of National City at a meeting duly held on January
12, 1998 did duly adopt a resolution authorizing the creation and issuance of a
series of preferred stock to be known as 6% Cumulative Convertible Preferred
Stock, Series 1 ("National City Preferred"). The designation of National City
Preferred and the number of shares constituting such series shall be 740,000 and
shall be without par value but shall have a stated value of fifty dollars per
share. If the proposed Merger is consummated, each outstanding share of FWNC
Preferred will be converted into the right to receive 1.0 share of National City
Preferred. All powers, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions are
contained in the Certificate of Designation in the form and substance of
Appendix D.
 
                           DESCRIPTION OF FWNC SHARES
 
COMMON STOCK
 
     General. FWNC has 50,000,000 authorized shares of FWNC Common of which
17,098,932 shares were issued and outstanding on December 31, 1997 and an
additional 2,025,000 shares were reserved for issuance in connection with FWNC's
stock option plans (options to purchase 955,986 of such shares have been granted
and are outstanding).
 
     Dividend and Liquidation Rights. The holders of FWNC Common are entitled to
such dividends as may be declared by the Board of Directors of FWNC out of funds
legally available for such dividends. In the event of liquidation, holders of
FWNC Common will be entitled to receive pro rata any assets distributable to
shareholders in respect to the number of shares held by such shareholders. The
dividend and liquidation rights of FWNC Common shareholders are subject to the
rights of any preferred stock of FWNC.
 
     Voting, Preemptive, Conversion and Redemption Rights. Holders of FWNC
Common are entitled to one vote per share on all matters submitted to
shareholders and are not entitled to cumulative voting rights in the election of
directors or to preemptive rights for the purchase of additional shares of any
class of FWNC Stock. FWNC Common has no conversion or redemption rights.
 
PREFERRED STOCK
 
     General. FWNC's Articles of Incorporation authorizes the Board of Directors
to issue shares of FWNC Preferred, from time to time, in one or more series as
the Board of Directors of FWNC may determine, and to fix the relative powers,
preferences and rights (other than voting rights) of each such series of
Preferred in relation to the powers, preferences and rights of any other series
of preferred stock. The power of the Board of Directors of FWNC to issue FWNC
Preferred with voting or other powers, preferences and rights may be used to
impede or discourage a takeover attempt. See "DESCRIPTION OF FWNC CAPITAL
STOCK -- Preferred Stock -- General".
 
     FWNC has two classes of preferred stock authorized, consisting of 2,000,000
shares of Class A Preferred Stock and 2,000,000 shares of Class B Preferred
Stock. As of December 31, 1997, there were no shares of Class A Preferred Stock
issued and outstanding and as of December 31, 1997, there were 739,976 shares of
Class B Preferred Stock issued and outstanding. The FWNC Class B Preferred Stock
is a 6% cumulative convertible, nonvoting stock. Holders of FWNC Class B
Preferred Stock are entitled to receive, when and as declared by the FWNC Board
of Directors, cash dividends, accruing from the date of their initial issuances,
at a fixed annual rate of 6% per annum, computed on the stated value of $50.00
per share. Dividends thereon are payable quarterly. In the event of liquidation,
dissolution or winding-up of the affairs of FWNC, whether voluntary or
involuntary, holders of the FWNC Class B Preferred Stock are entitled to receive
out of the assets available for distribution an amount equal to $50.00 per
share, plus accrued and unpaid dividends through the date of distribution. The
merger or consolidation of FWNC with or into any other corporation, or the sale
of assets of FWNC substantially as an entirety shall not be deemed a
liquidation, dissolution or winding-up of the
 
                                       71
<PAGE>   76
 
affairs of FWNC. FWNC Class B Preferred Stock may be redeemed by FWNC at its
option at any time, or from time to time, on or after April 1, 2002 at an agreed
redemption price of $50.00 per share, plus accrued and unpaid dividends.
Redemption of FWNC Class B Preferred Stock may be subject to prior approval by
the Federal Reserve Bank. Holders of FWNC Class B Preferred Stock have the
right, at their option, to convert their shares into 2.019386 shares of FWNC
Common at any time.
 
           GENERAL COMPARISON OF NATIONAL CITY AND FWNC CAPITAL STOCK
 
GENERAL
 
     If the shareholders of FWNC approve the Agreement and the Merger is
consummated, some shareholders of FWNC will become stockholders of National
City. National City is a corporation organized under, and governed by, the DGCL,
whereas FWNC is a corporation organized under, and governed by, the IBCL.
 
     The following is a brief summary of certain differences between the
Delaware corporate laws applicable to National City and the Indiana corporate
laws applicable to FWNC and of certain differences between National City's
Certificate and By-Laws and FWNC's Articles of Incorporation and By-laws. The
purpose of this summary is to briefly indicate the differences between holding
National City Common and/or National City Preferred and FWNC Common and/or FWNC
Preferred to the extent such differences are created by the state corporation
laws applicable to National City and FWNC or arise because of differences
between National City's Certificate and By-Laws and FWNC's Articles of
Incorporation and By-laws.
 
     THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DGCL, THE
IBCL, NATIONAL CITY'S CERTIFICATE AND BY-LAWS AND FWNC'S ARTICLES OF
INCORPORATION AND BY-LAWS.
 
DIRECTORS
 
     National City's By-Laws provide that the number of directors of National
City shall be determined by resolution of the Board of Directors, that such
directors shall be elected at the annual meeting of stockholders of National
City, and that each director elected shall hold office until his or her
successor is duly elected and shall qualify to serve. The number of directors of
National City is currently set at 15. Section 141 of the DGCL provides that any
director or the entire board of directors may be removed, subject to certain
exceptions, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.
 
     FWNC's Articles provide that the number of directors of FWNC may be fixed
from time to time by the By-Laws of FWNC at any number not more than thirty-one
(31) nor less than nine (9); provided, however, that (a) there shall not be more
than twenty five (25) directors elected by the holders of shares of FWNC Common
(the "Common Directors") and (b) subject to such rights as the holders of shares
of any class of stock other than FWNC Common may have under the Articles of FWNC
or applicable law (i) no reduction in the number of directors shall shorten the
term of any incumbent director and reductions may be made only as the terms of
incumbent directors expire and (ii) the number of Common Directors may be
changed only by the favorable votes of at least one more than two-thirds (2/3)
of the entire number of Common Directors (which number shall be determined as if
there were no vacancy in Common Directorships even if one or more vacancies
exist). In the absence of a By-Law fixing the number of directors, the number
shall, subject to the provisos of the preceding sentence, be nine (9). At
present, there are 21 directors of FWNC.
 
     Subject to such rights as the holder of shares of any class of stock other
than FWNC Common may have under the Articles of FWNC or applicable law; whenever
there are nine (9) or more directors of FWNC, the By-Laws of FWNC may provide
that the directors be divided into three classes whose terms of office shall
expire at different times, but no term shall continue longer than three years.
The number of members in each class shall be one-third (1/3) of the total number
of members, except that if the total number is not divisible by three, one class
(as designated by two-thirds (2/3) of the entire number of Common Directors)
shall have one more or one fewer number of Common Director members than the
other classes. When the classes are created and also whenever the number of
Common Directors are authorized, subject to the provisions of the FWNC By-Laws,
to assign the additional Common Director member or members to such class or
classes as they deem appropriate and to fill the
 
                                       72
<PAGE>   77
 
vacancy or vacancies in each class to which an additional Common Director member
or members are assigned for the term of that class. Whenever the number of
Directors is decreased, but to no fewer than nine (9), two-thirds (2/3) of the
entire number of Common Directors are authorized, subject to the provisions of
the second preceding sentence to remove the discontinued number from such class
or classes as it deems appropriate. Whenever the board of directors of FWNC is
divided into more than one class, the board of directors of FWNC may be
declassified only by the favorable votes of at least one more than two-thirds
(2/3) of the entire number of Common Directors and only if there is no incumbent
director who was elected by the holders of shares of any class of stock other
than FWMC Common or who has filled the vacancy in such a directorship. Whenever
holders of shares of any class of stock other than FWNC Common elect directors
to the classified board, those holders shall also determine the assignment of
their directors to the classes of the board. For the foregoing purposes, two-
thirds (2/3) of the entire number of Common Directors shall be determined as if
there were no vacancy in Common Directorships even if one or more vacancies
exist. Any one or more directors may be removed from office at any time, but
only for cause and only by the votes of the holders of at least two-thirds (2/3)
of the outstanding shares of that class of stock entitled to vote for the class
or classes of directors of which the director or directors sought to be removed
are members, at a meeting so shareholders of that class or classes called
expressly for that purpose, notice of which meeting shall be accompanied by a
proxy statement complying with the proxy statement rules of the Securities and
Exchange Commission, whether or not a proxy statement is otherwise required.
 
LIMITATION OF DIRECTOR LIABILITY IN CERTAIN CIRCUMSTANCES
 
     As permitted by the DGCL, Article Seventh of National City's Certificate
provides that directors of National City shall not be liable personally to
National City or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability arising out of (a) any breach of the
director's duty of loyalty to National City or its stockholders, (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) payment of a dividend or approval of a stock repurchase in
violation of Section 174 of the DGCL or (d) any transaction from which the
director derived an improper personal benefit. This provision protects National
City directors against personal liability for monetary damages from breaches of
their duty of care. Under Delaware law, absent adoption of Article Seventh,
directors can be held liable for gross negligence in connection with decisions
made on behalf of the corporation in the performance of their duty of care, but
may not be liable for simple negligence. Although Article Seventh provides
National City directors with protection from certain awards of monetary damages
for breaches of their duty of care, it does not eliminate the director's duty of
care. Accordingly, Article Seventh has no effect on the availability of
equitable remedies, such as an injunction or rescission, based upon a director's
breach of his duty of care. Article Seventh does not apply to officers of
National City who are not directors of National City.
 
     Section 23-1-35-1 of the IBCL provides that directors of FWNC shall not be
liable for monetary damages for any action taken or not taken as a director
except for liability arising out of (a) any breach or failure to perform the
duties of the directors' office in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar circumstances and
in a manner reasonably believed to be in the best interests of the corporation,
and (b) any such breach or failure to perform which constitutes willful
misconduct or recklessness. Section 23-1-35-1 does not apply to officers of FWNC
who are not directors of FWNC.
 
INDEMNIFICATION AND INSURANCE
 
     Under Section 145 of the DGCL, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by, or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, regarding any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such actions. In the case of derivative actions, the DGCL requires
court approval before there can be any indemnification when the person seeking
 
                                       73
<PAGE>   78
 
indemnification has been found liable to the corporation. To the extent that a
person otherwise eligible to be indemnified is successful on the merits of any
claim or defense described above, indemnification for expenses (including
attorneys' fees) actually and reasonably incurred is made mandatory by the DGCL.
 
     Article VI of National City's By-Laws provides that National City must
indemnify, to the fullest extent authorized by the DGCL, each person who was or
is made party to, is threatened to be made party to, or is involved in, any
action, suit or proceeding because he is or was a director, officer, or employee
of National City or of any National City subsidiary (or was serving at the
request of National City as a director, trustee, officer, employee or agent of
another entity) while serving in such capacity, against all expenses,
liabilities or loss incurred by such person in connection therewith. The amount
of any indemnification to which any person shall otherwise be entitled under
Article VI shall be reduced to the extent that such person shall otherwise be
entitled to valid and collectible indemnification provided by a subsidiary of
National City or any other source.
 
     Article VI also provides that National City may pay expenses incurred in
defending the proceedings specified above in advance of their final disposition.
National City may advance expenses to any director, officer or employee only
upon delivery to National City of an undertaking by the indemnified party
stating that he has reasonably incurred or will reasonably incur actual expenses
in defending an actual civil or criminal suit, action or proceeding in his
capacity as such director, officer or employee, or arising out of his status as
such director, officer or employee, and that he undertakes to repay all amounts
so advanced if it is ultimately determined that he is not entitled to be
indemnified.
 
     Finally, Article VI provides that National City may maintain insurance, at
its expense, to protect itself and any of its directors, officers, employees or
agents against any expense, liability or loss, regardless of whether National
City has the power or obligation to indemnify that person against such expense,
liability or loss under the provisions of Article VI.
 
     The right to indemnification is not exclusive of any other right which any
person may have or acquire under any statute, provision of National City's
Certificate or By-Laws, or otherwise. Additionally, no amendment to National
City's Certificate can increase the liability of any director or officer for any
act or omission by him prior to such amendment.
 
     Under Sections 23-1-37-1, et. seq., of the IBCL and as mandated by Section
7.1 of Article VII of FWNC's By-Laws ("Section 7.1"), directors, officers and
other employees and individuals may be indemnified against expenses, judgments,
fines and actions, suits or proceedings, whether civil, criminal, administrative
or investigative, and whether formal or informal, if they are wholly successful
with respect thereto or if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of FWNC,
and, regarding any criminal action or proceeding, if they had either reasonable
cause to believe their conduct was lawful or no reasonable cause to believe
their conduct was unlawful. To the extent that an officer or director otherwise
eligible to be indemnified is wholly successful, on the merits of any claim or
otherwise, in the defense of any proceeding, indemnification for expenses
actually and reasonably incurred is mandated by the IBCL.
 
     A claim, action, suit or proceeding includes any claim, action, suit or
proceeding that a person is threatened to be made a party to, or is involved in,
because he is or was a director, officer or employee of FWNC or of any FWNC
subsidiary (or was serving at the request of FWNC as a director, trustee,
officer, employee or agent of another entity) while serving in such capacity.
 
     Section 7.1 also provides that FWNC may pay expenses incurred in defending
the proceedings specified above in advance of their disposition. FWNC may
advance expenses to any director, officer or employee only if such director,
officer, or employee, as the case may be (a) furnishes FWNC with written
affirmation of such person's good faith belief that he or she has met the
applicable standard of conduct that would entitle such person to indemnification
under Section 7.1 and (b) furnishes FWNC with a written undertaking by such
person in form and substance approved by the board of directors to repay all
amounts so advanced if it is ultimately determined that such person is not
entitled to be indemnified.
 
     Finally, Section 7.1 provides that the board of directors of FWNC may
authorize FWNC to purchase and maintain insurance to protect itself and any of
its directors, officers, employees or agents against any expense,
 
                                       74
<PAGE>   79
 
liability or loss, regardless of whether FWNC has the power to indemnify that
person against such expense, liability or loss under the provisions of Section
7.1 or otherwise.
 
     The right to indemnification is not exclusive of any other right which any
person may have or acquire by statute, agreement, resolution of the board of
directors, or otherwise. Notwithstanding any provision of Article VII to the
contrary, the Board of Directors is authorized at any time and from time to time
to approve indemnification to the fullest extent permitted by law at that time,
whether on account of past or future actions, and may adopt different and
broader indemnification provisions.
 
ANTITAKEOVER STATUTES
 
     Delaware Business Combination Statute.  Section 203 of the DGCL ("Section
203"), which applies to National City, regulates transactions with major
stockholders after they become major stockholders. Section 203 prohibits a
Delaware corporation from engaging in mergers, dispositions of 10% or more of
its assets, issuances of stock and other transactions ("business combinations")
with a person or group that owns 15% or more of the voting stock of the
corporation (an "interested stockholder"), for a period of three years after the
interested stockholder crosses the 15% threshold. These restrictions on
transactions involving an interested stockholder do not apply in certain
circumstances, including those in which (a) before the interested stockholder
owned 15% or more of the voting stock, the board of directors approved the
business combination or the transaction that resulted in the person or group
becoming an interested stockholder; (b) in the transaction that resulted in the
person or group becoming an interested stockholder, the person or group acquired
at least 85% of the voting stock other than stock owned by inside directors and
certain employee stock plans; (c) after the person or group became an interested
stockholder, the board of directors and at least two-thirds of the voting stock
other than stock owned by the interested stockholder approved the business
combination; or (d) certain competitive bidding circumstances were present.
 
     Indiana Business Combination Statute.  Chapter 43 of the IBCL, the Indiana
Business Combination Statute, is similar, but not identical, to Section 203 of
the DGCL. Chapter 43 prohibits Indiana corporations from engaging in certain
transactions (including mergers, consolidations, asset sales, liquidations or
dissolutions, reclassifications, recapitalizations, disproportionate share
conversions, loans advances, other financial assistance, or tax benefits not
received proportionately by all shareholders) (each, a "business combination")
with a person that is the beneficial owner, directly or indirectly, of 10% or
more of the voting power of the outstanding voting shares of the Indiana
corporation (an "interested shareholder") for a period of five years after such
person becomes an interested shareholder, the board of directors of the Indiana
corporation approves either the transaction in which such person becomes an
interested shareholder or such business combination. Following the five-year
moratorium period, the Indiana corporation may engage in certain business
combinations with an interested shareholder only if, among other things, (a) the
business combination is approved by the affirmative vote of the holders of a
majority of the outstanding voting shares not beneficially owned by the
interested shareholder proposing the business combination or (b) the business
combination meets certain criteria designed to ensure that the remaining
shareholders receive fair consideration for their shares. Chapter 43 of the IBCL
will not apply to the Agreement and the Plan of Merger or the grant or exercise
of the Option because FWNC's Board of Directors approved National City becoming
an interested shareholder by reason of the Option and the granting of the Option
prior to the date that National City, Acquisition and FWNC entered into the
Agreement and the Plan of Merger, and the date of the granting of the Option.
 
     Indiana Control Share Acquisitions Statute.  Chapter 42 of the IBCL, the
Indiana Control Share Acquisitions Statute, restricts the voting rights of
certain shares ("control shares") that, except for Chapter 42, would have voting
power with respect to shares of an issuing public corporation and that, when
added to all other shares of such corporation owned by a person, would entitle
that person, immediately after the acquisition of such shares, to exercise or
direct the exercise of the voting power of such corporation in the election of
directors within any of the following ranges of voting power: (a) one-fifth or
more but less than one-third of all voting power; (b) one-third or more but less
than a majority of all voting power; and (c) a majority or more of all voting
power (a "control share acquisition"). The voting rights of such control shares
are restricted to those rights granted by a resolution approved by the holders
of a majority of the outstanding voting shares, excluding the
 
                                       75
<PAGE>   80
 
voting shares owned by the acquiring shareholder and certain other "interested
shares", which includes shares owned by officers of the issuing corporation and
employees of the issuing corporation that are also directors of the issuing
corporation.
 
     Chapter 42 does not apply to the acquisition of shares of an issuing public
corporation if the acquisition is consummated (a) before January 8, 1986; (b)
pursuant to a contract existing before January 8, 1986; (c) pursuant to the laws
of descent and distribution; (d) pursuant to a satisfaction of a pledge or other
security interest created in good faith and not for the purposes of
circumventing the statute; or (e) pursuant to a merger or plan of shares
exchange effected in compliance with IBCL Section 23-1-40 if the issuing public
corporation is a party to the agreement of merger or plan of share exchange.
Because FWNC, as the issuing corporation, is a party to the Merger, which is
being effected in compliance with IBCL Section 23-1-40, National City's
acquisition of FWNC shares in connection with the Merger will not be considered
a control share acquisition.
 
     In addition, pursuant to Section 23-1-42-5 of the IBCL, in connection with
the Merger and the other transactions contemplated thereby, FWNC has amended
FWNC's By-Laws to opt out of the Indiana Control Share Statute.
 
CUMULATIVE VOTING
 
     Section 214 of the DGCL provides that no cumulative voting rights in
respect of elections of directors exist under Delaware law, unless a
corporation's certificate of incorporation provides otherwise. National City's
Certificate does not provide for cumulative voting in elections of directors.
 
     Section 23-1-30-2 of the ICBL also provides that shareholders do not have
the right to cumulate their votes for directors unless a corporation's articles
of incorporation so provide. FWNC's Articles do not provide for cumulative
voting in elections of directors.
 
ACTION WITHOUT A MEETING
 
     Section 228 of the DGCL permits any action required or permitted to be
taken at a stockholder's meeting to be taken by written consent signed by the
holders of the number of shares that would have been required to effect the
action at an actual meeting of the stockholders. Generally, holders of a
majority of outstanding shares can effect such an action. The DGCL also provides
that a corporation's certificate of incorporation may restrict or even prohibit
stockholders' action without a meeting. National City's Certificate does not
restrict or prohibit stockholders' action without a meeting.
 
     Under Section 23-1-29-4 of the IBCL, any action required or permitted to be
taken at a shareholders' meeting may be taken without a meeting by written
consent signed by all of the shareholders entitled to vote on such action.
 
SPECIAL MEETINGS
 
     Under Section 211(d) of the DGCL, the Board of Directors or those persons
authorized by the corporation's certificate of incorporation or by-laws may call
a special meeting of the corporation's stockholders. National City's By-Laws
provide that a special meeting may be called by the Chairman of the Board and
must be called by the Chairman of the Board or Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of National
City issued and outstanding and entitled to vote.
 
     In comparison, Section 23-1-29-2 of the IBCL requires a corporation of 50
or more shareholders to hold a special meeting on call of its board of directors
or the person or persons (including, but not limited to, shareholders or
officers) specifically authorized to do so by the articles of incorporation or
by-laws. FWNC's By-Laws provide that a special meeting may be called by the
Board of Directors or the President and must be called by the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of shareholders holding of record not less than
one-fourth of all the shares outstanding and entitled by FWNC's Articles to vote
on the business for which the meeting is being called.
 
                                       76
<PAGE>   81
 
VOTING, APPRAISAL RIGHTS AND CORPORATE REORGANIZATIONS
 
     The DGCL generally requires a majority vote of stockholders to approve a
merger, sale of assets or similar reorganization transaction. Under Section
251(f) of the DGCL, however, no vote of the stockholders of a corporation
surviving the merger is required if the number of shares to be issued in the
merger does not exceed 20% of the shares of the surviving corporation
outstanding immediately prior to the date of the merger and if certain other
conditions are met.
 
     Section 262 of the DGCL does not provide for dissenters' rights of
appraisal for (a) the sale, lease or exchange of all or substantially all of the
assets of a corporation, (b) a merger by a corporation, the shares of which are
either listed on a national securities exchange or held by more than 2,000
stockholders if such stockholders receive shares of the surviving corporation or
of a listed or widely held corporation or (c) stockholders of a corporation
surviving a merger if no vote of such stockholders is required to approve the
merger.
 
     The IBCL also requires a majority vote of shareholders to approve a plan of
merger or share exchange. The adoption of the Agreement by the affirmative vote
of the holders of the majority of the shares of FWNC Common eligible to vote is
a condition to the parties' obligation to close.
 
     Section 23-1-44-8 of the IBCL does not provide for dissenters' rights for a
merger or plan of share exchange by a corporation the shares of which are (a)
registered on a United States securities exchange registered under the Exchange
Act, or (b) traded on NASDAQ or a similar market. See "MERGER -- Appraisal and
Dissenters' Rights."
 
AMENDMENT OF ARTICLES AND BY-LAWS
 
     Section 109 of the DGCL places the power to adopt, amend or repeal By-Laws
in the corporation's shareholders, but permits the corporation, in its
certificate of incorporation, also to vest such power with the Board of
Directors also. National City's Certificate contains such a provision. Although
the Board of Directors of National City has been vested with such authority,
National City stockholders' power to adopt, amend or repeal By-Laws remains
unrestricted.
 
     Article XII of FWNC's By-Laws provide that FWNC's By-Laws may be amended by
the affirmative votes of both one more than two-thirds ( 2/3) of the Common
Directors and one more than two-thirds ( 2/3) of the whole board (with such
numbers determined as if there were no vacancy on the board even if one or more
vacancies exist), at any regular or special meeting notice of which contains the
proposed amendment or a digest thereof, or at any meeting, regular or special,
at which all directors are present, or by the written consents of all directors,
provided that the provisions of Section 3.5 (governing removal of Directors),
Article VII (governing indemnification of directors, officers, and other
employees and individuals), and this proviso may be amended only with that vote
of the board of directors and with the favorable votes or consents of the
holders of at least a majority of the outstanding shares of FWNC. IBCL Section
23-1-39-1 provides that only the Board of Directors may amend by-laws unless a
corporation's articles of incorporation provide otherwise.
 
PREEMPTIVE RIGHTS
 
     Under Section 102 of the DGCL, no statutory preemptive rights will exist,
unless a corporation's certificate of incorporation specifies otherwise.
National City's Certificate does not provide for preemptive rights.
 
     IBCL Section 23-1-27-1 provides that the shareholders of a corporation do
not have a preemptive right to acquire a corporation's unissued shares except to
the extent the articles of incorporation so provide. FWNC's Articles do not
provide for any such preemptive rights.
 
DIVIDENDS
 
     Delaware corporations may pay dividends out of surplus or, if there is no
surplus, out of net profits for the fiscal year in which declared and for the
preceding fiscal year. Section 170 of the DGCL also provides that dividends may
not be paid out of net profits if, after the payment of the dividend, the
capital is less than the capital represented by the outstanding stock of all
classes having a preference upon the distribution of assets.
 
                                       77
<PAGE>   82
 
     In comparison, the IBCL does not permit dividend distributions if, after
giving effect to the proposed dividend, (a) the corporation would be unable to
pay its debts as they become due in the ordinary course of business, or (b) the
corporation's total assets would be less than the sum of its total liabilities
plus (unless the articles of incorporation permit otherwise) the amount that
would be needed, if the corporation were to be dissolved at the rime of
distribution, to satisfy the preferential rights (if any) of shareholders whose
preferential rights are superior to those shareholders receiving the
distribution.
 
     National City and FWNC are subject to the same FRB policies regarding
payment of dividends, which generally limit dividends to operating earnings. See
"CERTAIN REGULATORY CONSIDERATIONS -- Payment of Dividends."
 
                           FORWARD LOOKING STATEMENTS
 
     THIS PROSPECTUS AND PROXY STATEMENT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS (AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995)
WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF
NATIONAL CITY FOLLOWING THE CONSUMMATION OF THE MERGER, INCLUDING STATEMENTS
RELATING TO THE COST SAVINGS, REVENUE ENHANCEMENTS, MERGER-RELATED CHARGES
EXPECTED TO BE INCURRED IN CONNECTION WITH THE MERGER AND FUNDING ADVANTAGES
THAT ARE EXPECTED TO BE REALIZED FROM THE MERGER AND THE EXPECTED IMPACT OF THE
MERGER ON NATIONAL CITY'S FINANCIAL PERFORMANCE AND EARNINGS ESTIMATES FOR THE
COMBINED COMPANY IN PORTIONS OF "MERGER -- BACKGROUND AND REASONS FOR THE
MERGER -- NATIONAL CITY;" "MERGER -- OPINION OF FINANCIAL ADVISORS;" AND "PRO
FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION." THESE FORWARD-LOOKING
STATEMENTS MAY INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES. ALTHOUGH NATIONAL
CITY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS
ARE REASONABLE, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED
IN THESE FORWARD-LOOKING STATEMENTS. INTERNAL AND EXTERNAL FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO: (1) EXPECTED COST
SAVINGS FROM THE MERGER CANNOT BE FULLY REALIZED OR REALIZED WITHIN THE EXPECTED
TIME FRAME; (2) REVENUES FOLLOWING THE MERGER ARE LOWER THAN EXPECTED; (3)
COMPETITIVE PRESSURES AMONG DEPOSITORY INSTITUTIONS INCREASE SIGNIFICANTLY; (4)
COSTS OR DIFFICULTIES RELATED TO THE INTEGRATION OF THE BUSINESS ACQUIRED; (5)
CHANGES IN THE INTEREST RATE ENVIRONMENT REDUCE NET INTEREST INCOME; (6) GENERAL
ECONOMIC CONDITIONS DETERIORATE, EITHER NATIONALLY OR IN THE STATES IN WHICH THE
COMBINED COMPANY WILL BE DOING BUSINESS, RESULTING IN, AMONG OTHER THINGS, A
DETERIORATION IN CREDIT QUALITY; (7) LEGISLATION OR REGULATORY CHANGES ADVERSELY
AFFECT THE BUSINESSES IN WHICH THE COMBINED COMPANY WOULD BE ENGAGED; AND (8)
CHANGES IN THE SECURITIES MARKETS.
 
                        INFORMATION ABOUT NATIONAL CITY
 
     National City is a registered multi-bank holding company under the BHCA and
is incorporated under the laws of the State of Delaware. As of December 31,
1997, National City owned all of the outstanding stock of 8 commercial banks in
Ohio, Kentucky, Indiana and Pennsylvania and through these financial
institutions, operated 833 offices. National City subsidiaries provide financial
services that meet a wide range of customer needs, including commercial and
retail banking, trust and investment services, item processing, mortgage
servicing and credit card processing. At December 31, 1997, National City, its
affiliate banks and other subsidiaries had consolidated total assets of $54.7
billion and consolidated total deposits of $36.9 billion.
 
     National City was organized under Delaware law in 1972, and had, along with
its subsidiaries, 29,841 full-time equivalent employees at December 31, 1997.
 
                                       78
<PAGE>   83
 
     As of December 31, 1997, the five largest commercial banking subsidiaries
of National City had offices and total assets, loans, deposits and equity
capital, as follows:
 
<TABLE>
<CAPTION>
                                                             (MILLIONS OF DOLLARS)
                                            --------------------------------------------------------
                                                         TOTAL                               EQUITY
                                            OFFICES      ASSETS      LOANS      DEPOSITS     CAPITAL
                                            -------     --------    --------    --------     -------
<S>                                         <C>         <C>         <C>         <C>          <C>
National City Bank......................      103       $ 16,540    $ 11,979    $11,057      $1,143
National City Bank of Pennsylvania......      227         13,430       9,368     10,182         745
National City Bank of Kentucky..........      135          9,163       6,031      5,565         490
National City Bank of Columbus..........      114          6,197       4,604      4,455         347
National City Bank of Indiana...........      112          5,639       4,162      4,200         451
</TABLE>
 
     For more detailed information about National City, reference is made to the
National City Annual Report on Form 10-K for the year ended December 31, 1997,
which is incorporated herein by reference. See "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
 
                             INFORMATION ABOUT FWNC
 
     FWNC is a regional multibank holding company registered under the BHCA, and
is incorporated under the laws of the state of Indiana. As of December 31, 1997,
FWNC owned all of the outstanding shares of seven commercial banks in Indiana,
and through these banks operated 66 offices in Indiana and Michigan. FWNC,
through its banks and one nonbank subsidiary, offers a broad range of commercial
and retail banking services as well as trust and investment management services.
At December 31, 1997, FWNC, its affiliate banks and nonbank subsidiary had
consolidated total assets of $3.4 billion and consolidated total deposits of
$2.6 billion. As of December 31, 1997, FWNC along with its subsidiaries had
1,355 full-time equivalent employees.
 
                                    EXPERTS
 
     The consolidated financial statements of National City and FWNC as of
December 31, 1997 and for each of the three years in the period then ended
appearing in National City's Annual Report on Form 10-K and FWNC's Annual Report
on Form 10-K, respectively, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
 
     The consolidated financial statements of FOA in FOA's Annual Report on Form
10-K as of December 31, 1997 and 1996 and for each of the years in the three
year period ended December 31, 1997, have been incorporated herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
 
                                 LEGAL OPINIONS
 
     The Agreement provides as a condition to the parties' obligation to close
that National City and FWNC shall have received the opinion of Wachtell, Lipton,
Rosen & Katz, Special Counsel to FWNC, substantially to the effect that among
other things, no gain or loss will be recognized by the shareholders of FWNC who
exchange their FWNC Common solely for shares of National City Common in the
Merger (except with respect to cash received in lieu of a fractional interest in
National City Common).
 
                             SHAREHOLDER PROPOSALS
 
     If the Merger is not consummated, an Annual Meeting of Shareholders of FWNC
will be held on June 22, 1998. Any shareholder proposal to be included in the
proxy statement and form of proxy for that meeting must be received by FWNC at
its principal executive offices not later than December 31, 1997. FWNC will not
be required to include in any proxy statement or form of proxy any shareholder
proposal that is received after that
 
                                       79
<PAGE>   84
 
date or that fails to meet the Commission's requirements for shareholder
proposals. If the Merger is consummated, no Annual Meeting of Shareholders of
FWNC will be held.
 
                                    GENERAL
 
     The management of FWNC is not aware of any matters which may be presented
for action at the Special Meeting, other than the matters herein set forth. If
any other matters come before the Special Meeting or any adjournment thereof, it
is the intention of the persons named in the enclosed proxy to vote the shares
represented thereby in accordance with their best judgment pursuant to the
discretionary authority granted in the proxy.
 
                                       80
<PAGE>   85
 
                                                                      APPENDIX A
 
                          AGREEMENT AND PLAN OF MERGER
 
                                 BY AND BETWEEN
 
                           NATIONAL CITY CORPORATION,
 
                                      AND
 
                        FORT WAYNE NATIONAL CORPORATION
 
                          DATED AS OF JANUARY 12, 1998
<PAGE>   86
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S> <C>   <C>                                                                              <C>
I. THE MERGER
    1.1   Merger.........................................................................   A-1
    1.2   Effective Time.................................................................   A-1
    1.3   Effect of Merger...............................................................   A-1
    1.4   Certificate of Incorporation and By-laws.......................................   A-2
    1.5   Directors and Officers of Surviving Corporation................................   A-2
    1.6   Additional Actions.............................................................   A-2
 
II. CONVERSION OF SHARES
    2.1   Conversion of Shares...........................................................   A-2
    2.2   Assumption of Employee Stock Options...........................................   A-3
    2.3   Exchange of Certificates.......................................................   A-3
          (a)  Exchange Agent............................................................   A-3
          (b) Notice of Exchange.........................................................   A-4
          (c)  Transfer..................................................................   A-4
          (d) Right to Merger Consideration..............................................   A-4
          (e)  Distribution with Respect to Unexchanged Certificates.....................   A-4
          (f)  Lost or Destroyed Exchanged Certificates..................................   A-4
          (g) Voting With Respect to Unexchanged Certificates............................   A-5
          (h) No Fractional Shares.......................................................   A-5
    2.4   Closing of the Company's Transfer Books........................................   A-5
    2.5   Changes in National City Common Stock..........................................   A-5
III. REPRESENTATIONS AND WARRANTIES OF NATIONAL CITY
    3.1   Corporate Organization.........................................................   A-5
    3.2   Authority......................................................................   A-5
    3.3   Capitalization.................................................................   A-6
    3.4   Subsidiaries...................................................................   A-6
    3.5   Information in Disclosure Documents, Registration Statement, Etc...............   A-6
    3.6   Consents and Approvals; No Violation...........................................   A-7
    3.7   Reports and Financial Statements...............................................   A-7
    3.8   Taxes..........................................................................   A-8
    3.9   Employee Plans.................................................................   A-8
    3.10  Material Contracts.............................................................   A-9
    3.11  Absence of Certain Changes or Events...........................................   A-9
    3.12  Litigation.....................................................................   A-9
    3.13  Compliance with Laws and Orders................................................  A-10
    3.14  Agreements with Bank Regulators, Etc...........................................  A-10
    3.15  National City Ownership of Stock...............................................  A-10
    3.16  Tax Treatment..................................................................  A-10
    3.17  Fees...........................................................................  A-10
    3.18  National City Action...........................................................  A-10
    3.19  Material Interests of Certain Persons..........................................  A-10
    3.20  Environmental Matters..........................................................  A-11
 
IV. REPRESENTATIONS AND WARRANTIES OF COMPANY
    4.1   Corporate Organization.........................................................  A-12
    4.2   Authority......................................................................  A-12
    4.3   Capitalization.................................................................  A-12
    4.4   Subsidiaries...................................................................  A-12
    4.5   Information in Disclosure Documents, Registration Statement, Etc...............  A-13
</TABLE>
 
                                       A-i
<PAGE>   87
 
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S> <C>   <C>                                                                              <C>
    4.6   Consent and Approvals; No Violation............................................  A-13
    4.7   Reports and Financial Statements...............................................  A-13
    4.8   Taxes..........................................................................  A-14
    4.9   Employee Plans.................................................................  A-14
    4.10  Material Contracts.............................................................  A-15
    4.11  Absence of Certain Changes or Events...........................................  A-15
    4.12  Litigation.....................................................................  A-15
    4.13  Compliance with Laws and Orders................................................  A-16
    4.14  Agreements with Bank Regulators, Etc...........................................  A-16
    4.15  Tax Treatment..................................................................  A-16
    4.16  Fees...........................................................................  A-16
    4.17  Company Action.................................................................  A-16
    4.18  Vote Required..................................................................  A-16
    4.19  Material Interests of Certain Persons..........................................  A-16
    4.20  Environmental Matters..........................................................  A-17
 
V. COVENANTS
    5.1   Acquisition Proposals..........................................................  A-17
    5.2   Interim Operations of Company..................................................  A-17
          (a)  Conduct of Business.......................................................  A-17
          (b) Articles and By-laws.......................................................  A-18
          (c)  Capital Stock.............................................................  A-18
          (d) Dividends..................................................................  A-18
          (e)  Employee Plans, Compensation, Etc.........................................  A-18
          (f)  Certain Policies..........................................................  A-18
    5.3   Interim Operations of National City............................................  A-18
    5.4   Employee Matters...............................................................  A-18
          (a)  Benefit Agreements........................................................  A-19
          (b) Retirement and Benefit Plans...............................................  A-19
          (c)  Transition................................................................  A-19
          (d) General....................................................................  A-19
    5.5   Access and Information.........................................................  A-19
    5.6   Certain Filings, Consents and Arrangements.....................................  A-19
    5.7   State Takeover Statutes........................................................  A-20
    5.8   Indemnification and Insurance..................................................  A-20
          (a) Indemnification............................................................  A-20
          (b) Insurance..................................................................  A-20
    5.9   Additional Agreements..........................................................  A-20
    5.10  Publicity......................................................................  A-20
    5.11  Registration Statement.........................................................  A-20
    5.12  Stock Exchange Listings........................................................  A-21
    5.13  Proxy..........................................................................  A-21
    5.14  Shareholders' Meeting..........................................................  A-21
    5.15  Tax-Free Reorganization Treatment..............................................  A-21
    5.16  Provision of Shares............................................................  A-21
    5.17  Adverse Action.................................................................  A-21
 
VI. CLOSING MATTERS
    6.1   The Closing....................................................................  A-21
    6.2   Documents and Certificates.....................................................  A-22
</TABLE>
 
                                      A-ii
<PAGE>   88
 
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S> <C>   <C>                                                                              <C>
VII. CONDITIONS
    7.1   Conditions to Each Party's Obligations to Effect the Merger....................  A-22
    7.2   Conditions to Obligation of Company to Effect the Merger.......................  A-23
    7.3   Conditions to Obligation of National City to Effect the Merger.................  A-23
 
VIII. MISCELLANEOUS
    8.1   Termination....................................................................  A-23
    8.2   Non-Survival of Representations, Warranties and Agreements.....................  A-24
    8.3   Waiver and Amendment...........................................................  A-24
    8.4   Entire Agreement...............................................................  A-24
    8.5   Applicable Law; Consent to Jurisdiction........................................  A-25
    8.6   Certain Definitions; Headlines.................................................  A-25
    8.7   Notices........................................................................  A-25
    8.8   Counterparts...................................................................  A-26
    8.9   Parties in Interest; Assignment................................................  A-26
    8.10  Expenses.......................................................................  A-26
    8.11  Enforcement of the Agreement...................................................  A-26
    8.12  Severability...................................................................  A-27
 
Signatures...............................................................................
Index to Definitions.....................................................................     i
</TABLE>
 
                                      A-iii
<PAGE>   89
 
                          AGREEMENT AND PLAN OF MERGER
 
     THIS AGREEMENT AND PLAN OF MERGER, dated as of January 12, 1998
("Agreement"), is made by and between National City Corporation, a Delaware
corporation ("National City") and Fort Wayne National Corporation, an Indiana
corporation ("Company").
 
     WHEREAS, National City and Company have each determined that it is in the
best interests of their respective stockholders and shareholders for Company to
merge with and into National City upon the terms and subject to the conditions
set forth in this Agreement;
 
     WHEREAS, the respective Boards of Directors of National City and Company
have each 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 contemporaneously with the execution of
this Agreement, the parties are entering into a stock option agreement, with the
Company as issuer and National City as grantee (the "Option Agreement") in the
form attached hereto as Exhibit A (as hereinafter defined); and
 
     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 1.3), Company will be merged with and into
National City 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").
 
     National City may at any time change the method of effecting the
combination with the Company (including without limitations the provisions of
this Article I) if and to the extent it deems such change to be desirable,
including without limitation to provide for a merger of the Company into a
wholly-owned subsidiary of National City; provided, however, that no such change
shall (A) alter or change the amount or kind of consideration to be issued to
holders of shares of common stock, without par value, of Company ("Company
Common Stock") and holders of shares of 6% Cumulative Convertible Class B
Preferred Stock, Series 1, without par value, of Company ("Company Series 1
Stock"), in each case as provided for in this Agreement, (B) adversely affect
the tax treatment of the Company's stockholders as a result of receiving the
Merger Consideration (as hereinafter defined) or (C) materially impede or delay
consummation of the transactions contemplated by this Agreement.
 
     1.2 Effective Time.  As soon as practicable after satisfaction or waiver of
all conditions to the Merger and immediately prior to the Closing which shall
occur at the time set forth in Section 6.1, National City and Company (the
"Constituent Corporations") shall cause a certificate of merger complying with
the requirements of the DGCL (the "Certificate of Merger") and the Certificate
of Designation (as hereinafter defined) to be filed with the Secretary of State
of the State of Delaware and the Plan of Merger complying with the requirements
of the IC to be filed with Secretary of State of the State of Indiana ("Plan of
Merger"). The Merger will become effective at the time the later of the
following to occur: (a) the filing of the Certificate of Merger and (b) the
filing of the Plan of Merger 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, National City 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 National City 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.
<PAGE>   90
 
     1.4 Certificate of Incorporation and By-laws.  The Certificate of
Incorporation and By-laws of National City in effect immediately prior to the
Effective Time, which shall be in the form set forth in a disclosure letter
executed by National City and dated and delivered by National City to Company as
of the date hereof ("National City Disclosure Letter"), shall be the Certificate
of Incorporation and By-laws of the Surviving Corporation, until amended in
accordance with applicable law.
 
     1.5 Directors and Officers of Surviving Corporation.  The directors and
officers of National City 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 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 Company Common Stock not owned by
     National City or any direct or indirect wholly-owned subsidiary of National
     City (except for 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 Common Shares") or acquired in
     satisfaction of debts previously contracted ("DPC Common Shares")), other
     than those shares of Company Common Stock held in the treasury of the
     Company, will be canceled, retired and converted into 0.75 shares of common
     stock, par value $4.00 per share, of National City ("National City Common
     Stock") ( "Conversion Ratio"). The number of shares of National City Common
     Stock that each share of Company Common Stock will be converted into is
     sometimes referred to herein as the "Common Merger Consideration";
 
          (b) each then-outstanding share of Company Series 1 Stock not owned by
     National City or any direct or indirect wholly owned subsidiary of National
     City (except for any such shares of Company Series 1 Stock held in trust
     accounts, managed accounts or in any similar manner as trustee or in a
     fiduciary capacity ("Trust Account Preferred Shares" and, together with
     Trust Account Common Shares, "Trust Account Shares") or acquired in
     satisfaction of debts previously contracted ("DPC Preferred Shares" and,
     together with DPC Common shares, "DPC Shares")), other than those shares of
     Company Series 1 Stock held in the treasury of the Company, will be
     canceled, retired and converted into one share of preferred stock, without
     par value, of National City which will be designated National City's 6%
     Cumulative Convertible Preferred Stock, Series 1 ("National City Preferred
     Stock") and be initially convertible into 1.51455 shares of National City
     Common Stock and otherwise have the designation, preferences and rights set
     forth in the Form of Certificate of Designation, Preferences and Rights of
     National City 6% Cumulative Convertible Preferred Stock, Series 1 attached
     hereto as Exhibit B (the "Certificate of Designation"). The number of
     shares of National City Preferred Stock that each share of Company Series 1
     Stock will be converted into is
 
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<PAGE>   91
 
     sometimes referred to herein as the "Preferred Merger Consideration" and,
     together with the Common Merger Consideration, as the "Merger
     Consideration";
 
          (c) each then-outstanding share of Company Common Stock owned by
     National City or any direct or indirect wholly-owned subsidiary of National
     City (except for any shares that are Trust Account Shares or DPC Shares)
     will be canceled and retired;
 
          (d) each share of Company Common Stock issued and held in Company's
     treasury will be canceled and retired; and
 
          (e) each share of National City 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 or its predecessors pursuant to the Fort Wayne National Corporation 1985
Stock Incentive Plan, the Fort Wayne National Corporation 1994 Stock Incentive
Plan and the Fort Wayne National Corporation 1994 Nonemployee Director Stock
Incentive Plan (the "Company Option Plans") that remain outstanding and
unexercised, whether vested or unvested, immediately prior to the Effective Time
("Unexercised Options") shall cease to represent a right to acquire shares of
Company Common Stock and shall be converted into the right to acquire that
number of shares of National City Common Stock equal to (a) the number of shares
of Company Common Stock subject to the Unexercised Option, multiplied by (b) the
Conversion Ratio (rounded to the nearest whole share). The exercise price per
share of National City Common Stock under the new option shall be equal to the
exercise price per share of the Company Common Stock which was purchasable under
each Unexercised Option divided by the Conversion Ratio (rounded to the nearest
whole cent) 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" as
defined in Section 422 of the Code 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, National City shall file,
and maintain the effectiveness of, a registration statement with the Securities
and Exchange Commission covering such options and the sale of the National City
Common Stock issued upon exercise of such options. At the Effective Time the
Company Option Plans shall be terminated with respect to the granting of any
additional options or option rights. The duration and other terms and conditions
of the new options shall be the same as the original Company options, except
that reference to Company shall be deemed to be references to National City.
 
     2.3 Exchange of Certificates.
 
          (a) EXCHANGE AGENT.  Prior to the Effective Time, National City shall
     designate National City Bank to act as exchange agent (the "Exchange
     Agent") and Fort Wayne National Bank 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 of a certificate that immediately prior to the Effective Time
     represented outstanding shares of Company Common Stock ("Common
     Certificate") shall be entitled to receive in exchange therefor, upon
     surrender thereof to the Exchange Agent, the Common Merger Consideration
     for each share of Company Common Stock so represented by the Certificate
     surrendered by such holder thereof. The certificates representing shares of
     National City Common Stock which constitute the Common Merger Consideration
     shall be properly issued and countersigned and executed and authenticated,
     as appropriate. Except as set forth herein, from and after the Effective
     Time each holder of a certificate that immediately prior to the Effective
     Time represented outstanding shares of Company Series 1 Stock ("Preferred
     Certificate" and, together with the Common Certificates, "Certificates")
     shall be entitled to receive in exchange therefor, upon surrender thereof
     to the Exchange Agent, the Preferred Merger Consideration for each share of
     Company Series 1 Stock so represented by the Certificate surrendered by
     such holder thereof. The certificates representing shares of National City
     Preferred Stock which constitute the Preferred Merger Consideration shall
     be properly issued and countersigned and executed and authenticated, as
     appropriate.
 
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<PAGE>   92
 
          (b) NOTICE OF EXCHANGE.  Promptly after the Effective Time, National
     City and the Surviving Corporation shall cause the Exchange Agent to mail
     and/or make available to each 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 or its forwarding 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 or Company Series 1 Stock, as the case may be, 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 appropriate Merger Consideration, multiplied by the number of
     shares of Company Common Stock or Company Series 1 Stock, as the case may
     be, evidenced by such Certificate, together with any dividends or other
     distributions as provided in Sections 2.3(e) and 2.3(f), and shall have no
     other rights. From and after the Effective Time, National City 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 or Company Series 1 Stock, as the case may be, 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 National City Common Stock and National City Preferred Stock and
     funds (including any interest received with respect thereto) which National
     City has made available 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
     National City Common Stock (and cash in lieu of fractional shares) and
     shares of National City Preferred Stock 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 or
     Company Series 1 Stock, as the case may be, 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 National City on the National
     City 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 National City Common
     Stock shall be paid to the holder of any unsurrendered Certificate with
     respect to the share of National City 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 or on Company Series 1 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) LOST OR DESTROYED EXCHANGED CERTIFICATES.  In the event that any
     Certificate shall have been lost, stolen or destroyed, the Exchange Agent
     shall deliver in exchange for such lost, stolen or destroyed
 
                                       A-4
<PAGE>   93
 
     certificate, upon the making of an affidavit of that fact by the holder
     thereof in form satisfactory to the Exchange Agent, the Merger
     Consideration, as may be required pursuant to this Agreement; provided,
     however, that the Exchange Agent may, in its sole discretion and as a
     condition precedent to the delivery of the Merger Consideration to which
     the holder of such certificate is entitled as a result of the Merger,
     require the owner of such lost, stolen or destroyed certificate to deliver
     a bond in such sum as it may direct as indemnity against any claim that may
     be made against Company, National City or the Exchange Agent or any other
     party with respect to the certificate alleged to have been lost, stolen or
     destroyed.
 
          (g) VOTING WITH RESPECT TO UNEXCHANGED CERTIFICATES.  Holders of
     unsurrendered Certificates will not be entitled to vote at any meeting of
     National City stockholders.
 
          (h) NO FRACTIONAL SHARES.  No certificates or scrip representing
     fractional shares of National City Common Stock shall be issued upon the
     surrender for exchange of a Certificate or Certificates. No dividends or
     distributions of National City 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 National
     City. 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 National City Common Stock to which such holder
     would otherwise be entitled multiplied by the Market Price (as hereinafter
     defined).
 
     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 or Company Series 1 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. National City 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 or Company Series 1 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 National City Common Stock.  If between the date of this
Agreement and the Effective Time, the shares of National City 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 accordingly.
 
             III.  REPRESENTATIONS AND WARRANTIES OF NATIONAL CITY
 
     National City hereby represents and warrants to Company that:
 
     3.1 Corporate Organization.  National City 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. National City is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended (the "BHCA"). National City 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. National
City has heretofore delivered to Company true and complete copies of its
Certificate of Incorporation and By-laws.
 
     3.2 Authority.  National City 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 herein have been
duly approved by the
 
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<PAGE>   94
 
Board of Directors of National City and no other corporate proceedings on the
part of National City are necessary to authorize this Agreement or to consummate
the transactions so contemplated. This Agreement has been duly executed and
delivered by, and constitutes valid and binding obligations of National City
enforceable against National City 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.
 
     3.3 Capitalization.  As of the date hereof, the authorized capital stock of
National City consists of 700,000,000 shares of National City Common Stock and
5,000,000 shares of National City preferred stock. As of the close of business
on January 9, 1998 (i) 211,097,837 shares of National City Common Stock were
validly issued and outstanding, fully paid and nonassessable and (ii) no shares
of preferred stock were issued and outstanding. As of the date hereof, except as
set forth in this Section 3.3, pursuant to the exercise of employee stock
options under National City's various stock option plans in effect, National
City's dividend reinvestment plan and stock grants made pursuant to the National
City 1991 Restricted Stock Plan or set forth in the National City Disclosure
Letter, there are no other shares of capital stock of National City 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 National City obligating National City to issue, deliver or sell,
or cause to be issued, delivered or sold, additional shares of capital stock of
National City or obligating National City 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, there are no voting trusts or other agreements or understandings to
which National City or any National City subsidiary is a party with respect to
the voting of the capital stock of National City. All of the shares of National
City Common Stock and National City Preferred Stock issuable in exchange for the
Company Common Stock and Company Series 1 Stock, respectively, at the Effective
Time in accordance with this Agreement and all of the shares of National City
Common Stock issuable upon exercise of Unexercised Options 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 in Paragraph 8.6(i) hereof) of National City
(collectively, the "Significant Subsidiaries") is set forth in the National City
Disclosure Letter. Each of the Significant 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 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
Significant 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 National City
Disclosure Letter, all outstanding shares of capital stock of each of the
Significant Subsidiaries are owned by National City or another of National
City's subsidiaries and are validly issued, fully paid and (except pursuant to
12 USC 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 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 Significant Subsidiary obligating any of the Significant Subsidiaries to
issue, deliver or sell, or cause to be issued, delivered or sold additional
shares of its capital stock or obligating any of the Significant 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 National City or any of National City's
subsidiaries provided by National City for inclusion in (i) the Registration
Statement to be filed with the Securities and Exchange Commission (the
"Commission") by National City on Form S-4 under the Securities Act of 1933, as
amended (the "Securities Act"), for the purpose
 
                                       A-6
<PAGE>   95
 
of registering the shares of National City Common Stock and National City
Preferred Stock to be issued in the Merger (the "Registration Statement") and
(ii) any proxy statement of Company ("Proxy Statement") required to be mailed to
Company's shareholders in connection with the Merger 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 hereinafter defined), or, in the case of the
Registration Statement, at the time it becomes effective, 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. The Registration
Statement will comply as to form in all material respects with the provisions of
the Securities Act and the rules and regulations promulgated thereunder. The
Proxy Statement will comply as to form in all material respects with the
provisions of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder.
 
     3.6 Consents and Approvals; No Violation.  Except as set forth in the
National City Disclosure Letter, neither the execution and delivery of this
Agreement by National City nor the consummation by National City 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 of National
City, (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 National City or any of National City'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 National
City or any of National City'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 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 Exchange Act and the
Securities Act, (ii) filing the Certificate of Merger and the Certificate of
Designation pursuant to the DGCL, (iii) filing the Plan of Merger, (iv) filings
required under the securities or blue sky laws of the various states, (v)
filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), (vi) filings with, and approval by, the Federal Reserve
Board (the "FRB"), (vii) filings with, and approvals by, the Ohio Superintendent
of Banks, the Arizona Director of Insurance and such other state regulatory
agencies as may be required (collectively, the "State Entities"), (viii) filings
and approvals pursuant to any applicable state takeover law, (ix) filings and
approvals under the Small Business Investment Act of 1958 and the rules and
regulations thereunder ("SBIA") or (x) 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, 1992, National City
and each of National City'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 "National City Reports"). National
City has previously furnished or will promptly furnish Company with true and
complete copies of each of National City's annual reports on Form 10-K for the
years 1992 through 1996 and its quarterly reports on Form 10-Q for March 31,
1997, June 30, 1997 and September 30, 1997. As of their respective dates, the
National City 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 National City included in the National City 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 National City and
National City's subsidiaries as of the dates thereof and the results of their
operations and 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 National City and its consolidated subsidiaries, contingent
 
                                       A-7
<PAGE>   96
 
or otherwise of a type required to be disclosed in accordance with generally
accepted accounting practices, except as disclosed in the National City Reports.
National City's reserve for possible loan losses as shown in its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1997 was
adequate, within the meaning of generally accepted accounting principles and
safe and sound banking practices.
 
     3.8 Taxes.  National City 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 National City and any of National City's subsidiaries
for each of the fiscal years that remains open, as of the date hereof, for
examination or assessment of tax. National City and each National City
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. National City 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 National
City Disclosure Letter, neither National City nor any of National City's
subsidiaries has consented to extend the statute of limitations with respect to
the assessment of any tax. Except as set forth in the National City Disclosure
Letter, neither National City nor any of National City's subsidiaries is a party
to any action or proceeding, nor to the best of National City's knowledge 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 National City or any of National City's
subsidiaries in respect of any material deficiencies for any tax, assessment, or
government charges.
 
     3.9 Employee Plans.  Except as set forth in the National City 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 National City or its subsidiaries ("National City
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 National City 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
National City 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: (i) has been determined by the Internal Revenue Service ("IRS") to
be so qualified, (ii) is the subject of a pending application for such
determination that was timely filed, or (iii) will be submitted for such a
determination prior to end of the "remedial amendment period" within the meaning
of Section 401(b) of the Code, (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 National City 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 which the 30 day reporting requirement has not been
waived has occurred, (f) except as disclosed in the National City 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 or a
"multiple employer plan" within the meaning of 413(c) of the Code. Neither
National City nor any of its subsidiaries has incurred any liability to the PBGC
with respect to any "single-employer plan" within the
 
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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 National City nor any of its subsidiaries has incurred any withdrawal
liability with respect to a multiemployer plan under Subtitle E of Title IV of
ERISA. Except as set forth in the National City Disclosure Letter, there is no
basis for any person to assert that National City or any of its subsidiaries has
an obligation to institute any Employee Plan or any such other arrangement,
agreement or plan. With respect to any insurance policy that heretofore has or
currently does provide funding for benefits under any National City Employee
Plan, (A) there is no liability on the part of National City or any of its
subsidiaries in the nature of a retroactive or retrospective rate adjustment,
loss sharing arrangement, or other actual or contingent liability, nor would
there be any such liability if such insurance policy was terminated, and (B) no
insurance company issuing such policy is in receivership, conservatorship,
liquidation or similar proceeding and, to the knowledge of National City, no
such proceeding with respect to any such insurer is imminent. Except as set
forth in the National City Disclosure Letter, neither the execution of this
Agreement, nor the consummation of the transactions contemplated thereby will
(A) constitute a stated triggering event under any National City Employee Plan
that will result in any payment (whether of severance pay or otherwise) becoming
due from National City or any of its subsidiaries to any present or former
officer, employee, director, shareholder, consultant or dependent of any of the
foregoing or (B) accelerate the time of payment or vesting, or increase the
amount of compensation due to any present or former officer, employee, director,
shareholder, consultant, or dependent of any of the foregoing. Neither National
City nor any of its subsidiaries has any obligations for retiree health and life
benefits under any National City Employee Plan, except as set forth in the
National City Disclosure Letter. There are no restrictions on the rights of
National City or its subsidiaries to amend or terminate any such National City
Employee Plan without incurring any liability thereunder.
 
     3.10 Material Contracts.  Except as set forth in the National City
Disclosure Letter or disclosed in the National City Reports, neither National
City 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 $100,000, (b)
any material agreement, indenture or other instrument relating to the borrowing
of money by National City or any of its subsidiaries or the guarantee by
National City 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
National City with the Commission as of the date of this Agreement
(collectively, the "National City Contracts"). Neither National City nor any of
National City's subsidiaries is in default under any of the National City
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 notice or both would constitute
such a default. Neither National City nor any of National City'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 National City or any of National City'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
National City Disclosure Letter or disclosed in the National City Reports filed
by National City with the Commission prior to the date of this Agreement, since
December 31, 1996, there has not been any change in the financial condition,
results of operations or business of National City and its subsidiaries which
would or in the future will have a Material Adverse Effect.
 
     3.12 Litigation.  Except as disclosed in the National City Reports filed by
National City with the Commission prior to the date of this Agreement, there is
no suit, action or proceeding pending, or, to the knowledge of National City,
threatened against or affecting National City or any of National City's
subsidiaries which, if decided adversely to National City, would be reasonably
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
 
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against National City or any of National City'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 National
City Disclosure Letter or disclosed in the National City Reports filed by
National City with the Commission prior to the date of this Agreement, the
businesses of National City and of National City'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 National City'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 National City Disclosure Letter, no investigation or review by any
Governmental Entity with respect to National City or any of National City's
subsidiaries is pending or, to the knowledge of National City, 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.
 
     3.14 Agreements with Bank Regulators, Etc.  Neither National City nor any
National City 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 National City 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 National City nor any of National City's subsidiaries is
required by Section 32 of the Federal Deposit Insurance Act ("FDIA") to give
prior notice to a Federal banking agency of the proposed addition of an
individual to its board of directors or the employment of an individual as a
senior executive officer. National City knows of no reason why the regulatory
approvals referred to in Subsection 3.6(c) should not be obtained.
 
     3.15 National City Ownership of Stock.  As of the date of this Agreement,
neither National City 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 DPC Shares or Trust Account Shares), which in
the aggregate, represent 5% or more of the outstanding shares of Company Common
Stock or Company Series 1 Stock.
 
     3.16 Tax Treatment.  As of the date hereof, National City is aware of no
reason why the Merger will fail to qualify as a reorganization under Section
368(a) of the Code.
 
     3.17 Fees.  Neither National City nor any of National City's subsidiaries
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.
 
     3.18 National City Action.  The Board of Directors of National City (at a
meeting duly called, constituted and held) has by the requisite vote of all
directors present (a) determined that the Merger is advisable and in the best
interests of National City and its stockholders and (b) approved this Agreement
and the transactions contemplated by this Agreement. The Board of Directors of
National City has approved the transactions contemplated by this Agreement and
the Option Agreement such that the provisions of Section 203 of the DGCL and any
other applicable state business combination or anti-takeover provisions of
National City Certificate of Incorporation or By-laws shall not be triggered by
the Merger, execution of this Agreement or the Option Agreement or any
transactions contemplated by such Agreements.
 
     3.19 Material Interests of Certain Persons.  Except as disclosed in
National City's Proxy Statement for its 1997 Annual Meeting of Stockholders, no
officer or director of National City, or any "associate" (as such term is
defined in Rule 14a-1 under the 1934 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 National City
or any of its subsidiaries.
 
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<PAGE>   99
 
     3.20 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, determination, judgment, decree, injunction or
     agreement with any governmental entity relating to (1) the health,
     protection, preservation, containment or restoration of the environment
     including, without limitation, air, water vapor, surface water,
     groundwater, drinking water supply, surface soil, subsurface soil,
     wetlands, plant and animal life or any other natural resource,
     conservation, 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 Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
     9601(2)(D); 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
     by the Clean Water Act, 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, ordinances, rules,
     regulations respecting the interpretation or enforcement of same and (2)
     any common law (including without limitation common law that may impose
     strict liability) that may impose liability for injuries or damages due to
     the release of any Hazardous Substance.
 
          "HAZARDOUS SUBSTANCE" means (i) any hazardous wastes, toxic chemicals,
     materials, substances or wastes as defined by or for the purposes of any
     Environmental Law; (ii) any "oil", as defined by the Clean Water Act, as
     amended from time to time, and regulations promulgated thereunder
     (including crude oil or any fraction thereof and any petroleum products or
     derivatives thereof); (iii) any substance, the presence of which is
     prohibited, regulated or controlled by any applicable federal, state or
     local laws, regulations, statutes or ordinances now in force or hereafter
     enacted relating to waste disposal or environmental protection with respect
     to the exposure to, or manufacture, possession, presence, use, generation,
     storage, transportation, treatment, release, emission, discharge, disposal,
     abatement, cleanup, removal, remediation or handling of any such substance;
     (iv) any asbestos or asbestos-containing materials, polychlorinated
     biphenyls ("PCBs") in the form of electrical equipment, fluorescent light
     fixtures with ballasts, cooling oils or any other form, urea formaldehyde,
     atmospheric radon; (v) any solid, liquid, gaseous or thermal irritant or
     contaminant, such as smoke, vapor, soot, fumes, alkalis, acids, chemicals,
     pesticides, herbicides, sewage, industrial sludge or other similar wastes;
     (vi) industrial, nuclear or medical by-products; (vii) any lead based paint
     or coating and (viii) any underground storage tank(s).
 
          "LOAN PORTFOLIO PROPERTIES, TRUST PROPERTIES AND OTHER PROPERTIES"
     means any real property, interest in real property, improvements,
     appurtenances, rights and personal property attendant thereto, which is
     owned, leased as a landlord or a tenant, licensed as a licensor or
     licensee, managed or operated or upon which is held a mortgage, deed of
     trust, deed to secure debt or other security interest by National City or
     Company, as the case may be, or any of their subsidiaries whether directly,
     as an agent, as trustee or other fiduciary or otherwise.
 
          Except as set forth in the National City Disclosure Letter, (i) to the
     best of National City's knowledge, neither National City nor any of its
     subsidiaries is in violation of or has any liability, absolute or
     contingent, in connection with or 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; (ii)
     to the best of National City's knowledge, none of the Loan Portfolio
     Properties, Trust Properties and Other Properties of National City or its
     subsidiaries is in violation of or has any liability, absolute or
     contingent, under any Environmental Law, except any such violations or
     liabilities which, individually or in the aggregate would not have a
     Material Adverse Effect; and (iii) to the best of National City's
     knowledge, there are no actions, suits, demands, notices, claims,
     investigations or proceedings pending or threatened relating to any Loan
     Portfolio Properties, Trust Properties and Other Properties including,
     without limitation any notices, demand letters or requests for information
     from any federal or state environmental agency relating
 
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<PAGE>   100
 
     to any such liability under or violation of Environmental Law, which would
     impose a liability upon National City or its subsidiaries pursuant to any
     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 National City that:
 
     4.1 Corporate Organization.  Company is a corporation duly organized,
validly existing and in good standing 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 bank holding company under the BHCA.
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 National City 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 herein 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 5.15 (a) of this Agreement. This Agreement has been duly
executed and delivered by, and constitute valid and binding obligations 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 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 of 50,000,000 shares of Company Common Stock, 2,000,000 shares
of Company Class A Voting Preferred stock and 2,000,000 shares of Company Class
B Nonvoting stock. As of the close of business on January 9, 1998, 17,103,431
shares of Company Common Stock were validly issued and outstanding, fully paid
and nonassessable and 739,976 shares of Company Series 1 Stock were issued or
outstanding. As of the date of this Agreement except as set forth in this
Section 4.3, pursuant to the Company Option Plans, pursuant to the Option
Agreement or set forth in a disclosure letter executed by Company and dated and
delivered by Company to National City as of the date hereof ("Company Disclosure
Letter"), 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. 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. As of the
date of this Agreement, there were outstanding under the Company Option Plans
options to purchase 951,487 shares of Company Common Stock, which Company stock
options had a weighted average exercise price of $22.78 and for which adequate
shares of Company Common Stock have been reserved for issuance under the Company
Option Plans.
 
     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 Company Subsidiaries is a bank, a corporation or other
business entity 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 or foreign business entity in
each jurisdiction in which its ownership or lease of property or the nature
 
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<PAGE>   101
 
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 Company 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 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 (except pursuant to 12 USC
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 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 provided by
Company for inclusion in the Proxy Statement or 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 hereinafter defined) 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 of Company, (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 Company or any of
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
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 Certificate of Designation,
(iii) filing the Plan of Merger, (iv) filings required under the securities or
blue sky laws of the various states, (v) filing under the HSR Act, (vi) filings
with, and approval by, the FRB, (vii) filings with, and approvals by, the State
Entities, (viii) filings and approvals pursuant to any applicable state takeover
law, (ix) filings and approvals under the SBIA or (x) 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 January 1, 1992, 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
Securities Exchange Act of 1934, 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 National City with true and complete copies
of each of Company's annual reports on Form 10-K for the years 1992 through 1996
and its quarterly reports on Form 10-Q for March 31, 1997, June 30, 1997 and
September 30, 1997. 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
 
                                      A-13
<PAGE>   102
 
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 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 Company and its consolidated subsidiaries, contingent
or otherwise of a type required to be disclosed in accordance with generally
accepted accounting practices, except as disclosed in the Company Reports.
Company's reserve for possible loan losses as shown in its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1997 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 National City, upon
request by National City, true and correct copies of the federal, state and
local income tax returns, and state and local property and 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 Company Subsidiaries
is a party to any action or proceeding, nor to the best of Company's knowledge
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 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 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 the Company Disclosure Letter, and copies of which were
previously made available to National City), 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), 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 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
which the 30 day reporting requirement has not been waived has occurred, (f) no
defined benefit plan has been terminated, nor has the 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
 
                                      A-14
<PAGE>   103
 
pension plan is a "multiemployer plan" within the meaning of Section 3(37) of
ERISA or a "multiple employer plan" within the meaning of 413(c) of the Code.
Neither Company nor any Company Subsidiary 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 Company nor
any of its subsidiaries has incurred any withdrawal liability with respect to a
multiemployer plan under Subtitle E of Title IV of ERISA. Except as set forth in
the Company Disclosure Letter, there is no basis for any person to assert that
Company or any of its subsidiaries has an obligation to institute any Employee
Plan or any such other arrangement, agreement or plan. With respect to any
insurance policy that heretofore has or currently does provide funding for
benefits under any Company Employee Plan, (A) there is no liability on the part
of Company or any of its subsidiaries in the nature of a retroactive or
retrospective rate adjustment, loss sharing arrangement, or other actual or
contingent liability, nor would there be any such liability if such insurance
policy was terminated, and (B) no insurance company issuing such policy is in
receivership, conservatorship, liquidation or similar proceeding and, to the
knowledge of Company, no such proceeding with respect to any such insurer is
imminent. Except as set forth in the Company Disclosure Letter, neither the
execution of this Agreement, nor the consummation of the transactions
contemplated thereby will (A) constitute a stated triggering event under any
Company Employee Plan that will result in any payment (whether of severance pay
or otherwise) becoming due from Company or any of its subsidiaries to any
present or former officer, employee, director, shareholder, consultant or
dependent of any of the foregoing or (B) accelerate the time of payment or
vesting, or increase the amount of compensation due to any present or former
officer, employee, director, shareholder, consultant, or dependent of any of the
foregoing. 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. Except as set forth in the Company
Disclosure Letter, 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, 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. Except as set
forth in the Company Disclosure Letter, neither Company nor any of Company
Subsidiary 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 Company or any Company Subsidiary the subject of a
proceeding asserting that is or any Company 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 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 December 31, 1996,
there has not been any change in the financial condition, results of operations
or business of Company and Company Subsidiaries which would or in the future
will have a Material Adverse Effect.
 
     4.12 Litigation.  Except as 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,
 
                                      A-15
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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 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 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 Bank 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 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. 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 the
proposed addition of an individual to its board of directors or the employment
of an individual as a senior or executive officer. Company knows of no reason
why the regulatory approvals referred to in Subsections 4.6(c) should not be
obtained.
 
     4.15 Tax Treatment.  As of the date hereof, Company is aware of no reason
why the Merger will fail to qualify as a reorganization under Section 368(a) of
the Code.
 
     4.16 Fees.  Except for fees paid and payable to Keefe, Bruyette & Woods,
Inc., 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.
 
     4.17 Company Action.  The Board of Directors of Company (at a meeting duly
called, constituted 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. The Company has taken all steps necessary to exempt (i) the execution
of this Agreement and the Stock Option, (ii) the Merger and (iii) the
transactions contemplated hereby and thereby from any statute of the State of
Indiana that purports to limit or restrict business combinations or the ability
to acquire or to vote shares, and any applicable provision of the Company's
Articles of Incorporation or By-Laws containing change of control or
anti-takeover provisions.
 
     4.18 Vote Required.  The affirmative votes 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
this Agreement and the transactions contemplated by the Agreement.
 
     4.19 Material Interests of Certain Persons.  Except as disclosed in
Company's Proxy Statement for its 1997 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 1934 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.
 
                                      A-16
<PAGE>   105
 
     4.20 Environmental Matters.  (i) To the best of Company's knowledge,
neither Company nor any of its subsidiaries is in violation of or has any
liability, absolute or contingent, in connection with or 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;
(ii) to the best of Company's knowledge, none of the Loan Portfolio Properties,
Trust Properties and Other Properties of Company or its subsidiaries is in
violation of or has any liability, absolute or contingent, under any
Environmental Law, except any such violations or liabilities which, individually
or in the aggregate would not have a Material Adverse Effect; and (iii) to the
best of Company's knowledge, there are no actions, suits, demands, notices,
claims, investigations or proceedings pending or threatened relating to any Loan
Portfolio Properties, Trust Properties and Other Properties including, without
limitation any notices, demand letters or requests for information from any
federal or state environmental agency relating to any such liability under or
violation of Environmental Law, which would impose a liability upon Company or
its subsidiaries pursuant to any 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 Company Subsidiaries (such transactions are referred to herein
as "Acquisition Transactions") or (ii) except to the extent that the Board of
Directors of Company is required, in a written opinion of counsel to the Board
of Directors of Company, in the exercise of its fiduciary duties in accordance
with applicable law, to participate in any discussions or negotiation 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 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 National City 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 National City (which approval will not be unreasonably
withheld or delayed):
 
          (a) CONDUCT OF BUSINESS.  Company shall, and shall cause each of
     Company Subsidiaries to, conduct their respective businesses only in, and
     not take any action except in, the ordinary course of business consistent
     with past practice. Company shall use reasonable efforts to preserve intact
     the business organization of Company and each of 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 (i) incur any indebtedness for borrowed money (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, borrowings pursuant to existing lines of
     credit, sales of certificates of deposit and entering into repurchase
     agreements), (ii) assume, guarantee, endorse or otherwise as an
     accommodation become responsible for the obligations of any other
     individual, corporation or other entity, or (iii) make any loan or advance
     other than in the ordinary course of business consistent with past
     practice;
 
                                      A-17
<PAGE>   106
 
          (b) ARTICLES AND BY-LAWS.  Company shall not and shall not permit any
     Company Subsidiary to make any change or amendment to their respective
     Articles of Incorporation or By-laws (or comparable governing instruments)
     in a manner that would materially and adversely effect either party's
     ability to consummate the Merger or the economic benefits of the Merger to
     either party.
 
          (c) CAPITAL STOCK.  Company shall not, and shall not permit any
     Company Subsidiary to, issue or sell any shares of capital stock or any
     other securities of any of them (other than pursuant to outstanding
     exercisable stock options granted pursuant to the Company Option Plans or
     conversion of any shares of Company Series 1 Stock) 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 (other than pursuant to the Company
     Option Plans or the Company's dividend reinvestment plan) 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 Subsidiaries shall
     grant any additional stock options.
 
          (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
     $.20 per share of Company Common Stock payable on the regular historical
     payment dates (b) regular dividends on Company Series 1 Stock payable
     consistent with past practice and (c) dividends paid by any Company
     Subsidiary to Company or another Company Subsidiary 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 otherwise provided
     in this Agreement, Company shall not, and shall not permit any Company
     Subsidiary to, adopt or amend (except as required by law or other
     contractual obligations existing on the date hereof) any bonus, profit
     sharing, compensation, severance, termination, stock option, pension,
     retirement, deferred compensation, employment or other employee benefit
     agreements, trusts, plans, funds 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, agreement or
     arrangement (including, without limitation, the granting of stock options
     or stock appreciation rights) or take any action 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 will modify and change its loan,
     litigation, real estate valuation asset, liquidity and investment portfolio
     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 National City and generally accepted
     accounting principles, at the earlier of (i) such time as National City
     acknowledges that all conditions to its obligations to consummate the
     Merger set forth in Sections 7.1 and 7.3 have been waived or satisfied or
     (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 Interim Operations of National City.  During the period from the date
of this Agreement to the Effective Time, without the prior written consent of
Company, National City will not declare or pay any extraordinary or special
dividend on the National City Common Stock or take any action that would (a)
materially delay or adversely affect the ability of National City to obtain any
approvals of Governmental Authorities required to permit consummation of the
Merger or (b) materially adversely affect its ability to perform its obligations
under this Agreement or to consummate the transaction contemplated hereby.
 
                                      A-18
<PAGE>   107
 
     5.4 Employee Matters.
 
          (a) BENEFIT AGREEMENTS.  Surviving Corporation and National City shall
     honor, maintain and perform on and after the Effective Time, without
     deduction, counterclaims, interruptions or deferment (other than
     withholding under applicable law), all vested benefits of any person under
     the Company Employee Plans.
 
          (b) RETIREMENT AND BENEFIT PLANS.  For purposes of all employee
     benefit plans, programs or arrangements maintained or contributed to by
     National City or Surviving Corporation, National City shall credit or shall
     cause Surviving Corporation to credit employees of Company and Company
     Subsidiaries who become employees of National City or Surviving Corporation
     as a result of the Merger ("Company Employees") with all service with
     Company or any Company Subsidiaries for purposes of eligibility and vesting
     as if such service, and compensation from, had been performed for National
     City, and, for purposes of benefit accruals under any severance sick leave
     and other similar employee benefit plans (but not under any qualified
     retirement plan maintained by National City), provided, however, that this
     provision shall not change the treatment under the National City
     Non-Contributory Retirement Plan and Trust of service with National City or
     any of National City's subsidiaries prior to the Closing Date. From and
     after the Effective Time, National City shall, or shall cause Surviving
     Corporation to, cause any and all pre-existing condition limitations under
     any health plans to be waived with respect to Company Employees and their
     eligible dependents to the extent that such conditions were covered by
     Company's health plans. To the extent that any Company Employees and their
     eligible dependents have, before the Effective Time, satisfied in whole or
     in part any annual deductible or paid any out of pocket or co-payment
     expenses under the applicable plan of the Company, such individual shall be
     credited therefor under the corresponding plan of National City or
     Surviving Corporation in which such individual participates after the
     Effective Time.
 
          (c) TRANSITION.  Upon and after the Merger, Company Employees shall
     have benefits that in the aggregate are comparable to the benefits enjoyed
     generally by National City employees working in similar business lines.
 
          (d) GENERAL.  Notwithstanding anything to the contrary contained in
     this Agreement, Company and National City shall take all actions necessary
     to enact the items set forth on Schedule 5.4 of the Company Disclosure
     Letter, and Schedule 5.4 of the Company Disclosure Letter shall be deemed
     incorporated into this Section 5.4(d)
 
     5.5 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 hereby) except to the extent that such
information (i) already is known to such other party when received from a source
not known by the receiving party to be under an obligation of confidentiality,
(ii) thereafter becomes lawfully obtainable from other sources or (iii) 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 any
government. In the event that the transactions contemplated by this Agreement
shall fail to consummate, 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 or destroyed.
 
     5.6 Certain Filings, Consents and Arrangements.  National City and Company
shall (a) as soon as practicable make any required filings and applications
required to be filed with Governmental Authorities between the date of this
Agreement and the Effective Time, (b) cooperate with one another (i) in promptly
 
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<PAGE>   108
 
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
seeking timely 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.
 
     5.7 State Takeover Statutes.  Company shall take all reasonable steps to
(i) exempt Company and the Merger from the requirements of any state takeover
law by action of the Company's Board of Directors or otherwise and (ii), upon
the request of National City, assist in any challenge by National City to the
applicability to the Merger of any state takeover law.
 
     5.8 Indemnification and Insurance.
 
          (a) INDEMNIFICATION.  From and after the Effective Time, National City
     will assume and honor any obligation as provided for and permitted by
     applicable federal and state law 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 at the request of Company as a director, 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, including any actions taken to approve and
     implement this Agreement and the transactions contemplated hereby, in the
     Indemnitee's capacity as a director or officer (whether elected or
     appointed), of Company or any Company Subsidiary. This Section 5.8 will be
     construed as an agreement, as to which the Indemnities are intended to be
     third-party beneficiaries.
 
          (b) INSURANCE.  For a period of four years after the Effective Time,
     National City shall use all reasonable efforts to maintain in effect
     current directors' and officers' liability insurance in an aggregate limit
     at least equal to the aggregate limit of Company's insurance that is in
     place on the date of this Agreement, which will insure Company's directors
     and officers for events which occurred prior to the Effective Time but were
     undiscovered at the Effective Time provided, however, that in no event
     shall National City be obligated to expend, in order to maintain or provide
     insurance coverage pursuant to this Subsection 5.8(b), any amount per annum
     in excess of 100% of the amount of the annual premium paid as of the date
     hereof by National City for its current director's and officers' liability
     insurance.
 
     5.9 Additional Agreements.  Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use its reasonable efforts to
take promptly, or cause to be taken promptly, all actions and to do promptly, or
cause to be done promptly, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective as promptly as
practicable the transactions contemplated by this Agreement, including using its
best efforts to obtain all necessary actions or non-actions, extensions,
waivers, consents and approvals from all applicable Governmental Entities,
effecting all necessary registrations, applications and filings (including,
without limitation, filings under any applicable state securities laws) and
obtaining any required contractual consents and regulatory approvals.
 
     5.10 Publicity.  The initial press release announcing this Agreement shall
be a joint press release and thereafter Company and National City 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.
 
     5.11 Registration Statement.  National City shall prepare and file the
Registration Statement with the Commission as soon as is reasonably practicable
following receipt of final comments from the Staff of the Commission on the
Proxy Statement (or advice that such Staff will not review such filing) 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. National City shall also take any
 
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<PAGE>   109
 
action required to be taken under state blue sky or securities laws in
connection with the issuance of the National City Common Stock and National City
Preferred Stock pursuant to the Merger, and Company shall furnish National City
all information concerning Company and the holders of its capital stock and
shall take any action as National City may reasonably request in connection with
any such action.
 
     5.12 Stock Exchange Listings.  National City shall use its best efforts to
list on the New York Stock Exchange, upon official notice of issuance, the
National City Common Stock to be issued pursuant to the Merger.
 
     5.13 Proxy.  As soon as practicable after the date hereof, Company and
National City 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. National City and
Company shall cooperate with each other in the preparation of the Proxy
Statement.
 
     5.14 Shareholders' Meeting.  Company shall take all action necessary, in
accordance with applicable law and its Articles of Incorporation and By-laws, to
convene a special meeting of the holders of Company Common Stock (the "Company
Meeting") as promptly as practicable for the purpose of considering and taking
action upon this Agreement. Unless the Board of Directors of Company shall have
received the written advice of counsel, reasonably acceptable to National City,
to the effect that making such a recommendation would cause the Board of
Directors of Company to violate its fiduciary duty under applicable law and
provided that such advice is not predicated solely upon the price of National
City Common Stock, the Board of Directors of Company shall recommend that the
holders of the Company Common Stock vote in favor of and approve the Merger and
adopt this Agreement at the Company Meeting.
 
     5.15 Tax-Free Reorganization Treatment.  Neither National City 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.
 
     5.16 Provision of Shares.  National City shall issue and provide the shares
of National City Common Stock and National City Preferred Stock deliverable upon
the conversion of the Company Common Stock and Series 1 Stock, respectively,
pursuant to this Agreement, and will provide the cash to be paid in lieu of
fractional shares of National City Common Stock as provided in Subsection
2.3(f). The shares of National City Common Stock and National City Preferred
Stock to be issued and exchanged for shares of Company Common Stock pursuant to
this Agreement will, at the Effective Time, be duly authorized, validly issued,
fully paid and nonassessable and subject to no preemptive rights.
 
     5.17 Adverse Action.  From the date hereof until the Effective Time, except
as expressly contemplated by the Agreement neither party will, without the
written consent of the other party (which consent will not be unreasonably
withheld or delayed) knowingly take any action that would, or would be
reasonably likely to result in (a) any of its representations and warranties set
forth in the Agreement being or becoming untrue in any material respect, (b) any
of the conditions to the Merger set forth in Article VII not being satisfied or
(c) a material violation of any provision of the Agreement except, in each case,
as may be required by applicable law.
 
                              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 occur at such location mutually agreeable to the parties and on a date
("Closing Date") which is on (1) the third 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 or
 
     (2) such other date to which the parties agree in writing.
 
     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.
 
                                      A-21
<PAGE>   110
 
     6.2 Documents and Certificates.  National City 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 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 Merger shall have been approved and adopted by the requisite
     vote of the holders of Company Common Stock.
 
          (b) The National City Common Stock issuable in the Merger shall have
     been authorized for listing on the New York Stock Exchange, upon official
     notice of issuance.
 
          (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 have a Material Adverse Effect) 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 material
     conditions or requirements which would so adversely impact 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 National City 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 the consummation of the Merger shall have been issued
     and remain in effect.
 
          (f) Wachtell, Lipton, Rosen & Katz counsel to Company, shall have
     delivered to Company and National City 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 National City 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 or Company
     Series 1 Stock solely for shares of National City Common Stock or National
     City Preferred Stock, respectively pursuant to the Merger (except with
     respect to cash received in lieu of a fractional share interest in National
     City Common Stock); (iii) the aggregate tax basis of the shares of National
     City Common Stock and National City Preferred Stock received by
     shareholders who exchange all of their shares of Company Common Stock and
     Company Series 1 Stock solely for shares of National City Common Stock and
     National City Preferred Stock in the Merger will be the same as the
     aggregate tax basis of the shares of Company Common Stock and Company
     Series 1 Stock surrendered in exchange therefor (reduced by any amount
     allocable to a fractional share interest for which cash is received); and
     (iv) the holding period of the shares of National City Common Stock or
     National City Preferred Stock received in the Merger will include the
     period during which the shares of Company Common Stock or Company Series 1
     Stock, respectively surrendered in exchange therefor were held, provided
     such shares of Company Common Stock or Company Series 1 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, National City, and others.
 
                                      A-22
<PAGE>   111
 
     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) National City 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 National City contained in
     this Agreement shall be true and correct when made and the representations
     and warranties set forth in Article 3 shall be true and correct as of the
     Effective Time as if made at and as of such time, except as expressly
     contemplated or permitted by this Agreement, except for representations and
     warranties relating to a time or times other than the Effective Time which
     were or will be true and correct at such time or times and except where the
     failure or failures of such representations and warranties to be so true
     and correct, individually or in the aggregate, does not result or would not
     result in a Material Adverse Effect.
 
          (c) National City shall have furnished Company a Certificate dated the
     date of the Closing, signed by the Chief Executive Officer and Chief
     Financial Officer of National City 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.
 
     7.3 Conditions to Obligation of National City to Effect the Merger.  The
obligation of National City 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.
 
          (b) The representations and warranties of Company contained in this
     Agreement shall be true and correct when made and the representations and
     warranties set forth in Article 4 shall be true and correct as of the
     Effective Time as if made on and as of such time, except as expressly
     contemplated or permitted by this Agreement, except for representations and
     warranties relating to a time or times other than the Effective Time which
     were or will be true and correct at such time or times and except where the
     failure or failures of such representations and warranties to be so true
     and correct, individually or in the aggregate, does not result or would not
     result in a Material Adverse Effect.
 
          (c) Company shall have furnished National City a Certificate dated the
     date of the Closing signed by the 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.
 
                              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:
 
          (a) by mutual consent of the Board of Directors of National City and
     the Board of Directors of Company;
 
          (b) by either National City or Company if the Merger shall not have
     been consummated on or before June 30, 1998 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;
 
          (d) by National City if any of the conditions specified in Sections
     7.1 and 7.3 have not been met or waived by National City at such time as
     such condition can no longer be satisfied;
 
          (e) by Company, during the 15-day period commencing on the Fed
     Approval Date, if both of the following conditions are satisfied:
 
                                      A-23
<PAGE>   112
 
             (i) the average of the daily closing prices on the New York Stock
        Exchange of a share of National City Common Stock for the 20 consecutive
        trading days ending at the end of the third trading day immediately
        preceding the Fed Approval is less than $47.40; and
 
             (ii) the number obtained by dividing the average of the daily
        closing prices on the New York Stock Exchange of a share of National
        City Common Stock for the 20 consecutive trading days ending at the end
        of the third trading day immediately preceding the Fed Approval Date by
        the closing price of National City Common Stock on the trading day
        immediately preceding the public announcement of this Agreement 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 .20
        from the quotient.
 
          For purposes of this Subsection 8.1(e):
 
             The "Index Group" shall mean all those companies listed in the
        National City Disclosure Letter the common stock of which is publicly
        traded and as to which there has not been a publicly announced proposal
        at any time for such company to be acquired. In the event that any such
        company or companies are so removed from the Index Group, the weights
        attributed to the remaining 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 weighted average (weighted
        in accordance with the factors listed in the National City Disclosure
        Letter) of the closing prices on the trading day immediately preceding
        the public announcement of this Agreement of the common stock of the
        companies comprising the Index Group;
 
             The "Final Price" of any company belonging to the Index Group shall
        mean the average of the daily closing sale prices of a share of the
        common stock of such company, as reported in the consolidated
        transaction reporting system for the market or exchange on which such
        common stock is principally traded, during the period of 20 consecutive
        trading days ending at the end of the third trading day immediately
        preceding the Fed Approval Date; and
 
             The "Final Index Price" shall mean the weighted average (weighted
        in accordance with the factors listed in the National City Disclosure
        Letter) of the Final Prices for all of the companies comprising the
        Index Group.
 
          If National City or any company belonging to the Index Group declares
     a stock dividend or effects a reclassification, recapitalization, split-up,
     combination, exchange or shares or similar transaction between the date of
     this Agreement and the Fed Approval Date, the closing prices for the common
     stock of such company shall be appropriately adjusted for the 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 1.6, 2.1 through 2.4, 5.4, 5.5, 5.8, 5.16, 5.17 and 8.2
hereof will survive the Effective Time to the extent contemplated by such
Sections; provided, further, that the last sentence of Section 5.5 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 and
IC, any provision of this Agreement may be waived at any time by the party which
is, or whose stockholders or shareholders 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 or shareholder approval of the
Merger which reduces or changes the form of the Merger Consideration without
further stockholder or shareholder 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 together with the Option Agreement
and the Confidentiality Agreement by and between National City and the Company
dated December 30, 1997 contain the entire
 
                                      A-24
<PAGE>   113
 
agreement among National City 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 Indiana
except to the extent laws of the state of Delaware govern the Merger. National
City and Company consent to personal jurisdiction in any action brought in any
federal or state court within the State of Indiana having subject matter
jurisdiction in the matter for purposes of any action arising out of this
Agreement.
 
     8.6 Certain Definitions; Headlines.  (a) For purposes of this Agreement,
the term:
 
          (i) "affiliate", "associate" and "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.
 
          (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 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) "Fed Approval Date" means the day the FRB issues an order
     approving consummation of the Merger.
 
          (iv) "Market Price" means the average of the per share closing prices
     on the New York Stock Exchange of National City Common Stock for the 20
     consecutive trading days ending at the end of the third trading day
     immediately preceding the Effective Time.
 
          (v) "Material Adverse Effect" means an event, change or occurrence
     which has a material negative impact on the financial condition, businesses
     or results of operations of Company and its subsidiaries, taken as a whole,
     or National City and its subsidiaries, taken as a whole, as the case may
     be, or the ability of Company or National City, as the case may be, to
     consummate the transactions contemplated hereby. The effect of any action
     taken by Company solely pursuant to Subsection 5.2(f) shall not be taken
     into consideration in determining whether any Material Adverse Effect has
     occurred.
 
          (vi) "person" means an individual, corporation, partnership,
     association, trust or unincorporated organization; and
 
          (vii) "subsidiary" of Company, National City or any other person
     means, except where the context otherwise requires, any corporation,
     partnership, trust or similar association of which Company, National City
     or any other person, as the case may be (either alone or through or
     together with any other subsidiary), owns, directly or indirectly, 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 receipt requested, sent by
facsimile with confirmation of receipt, or delivered by a recognized commercial
courier addressed as follows:
 
                                      A-25
<PAGE>   114
 
        If to Company to:
           Fort Wayne National Corporation
           110 W. Berry Street
           Fort Wayne, Indiana 46801
           attn: Chief Executive Officer
           Fax No. (219) 461-6238
 
        With copies to:
           Wachtell, Lipton, Rosen & Katz
           51 West 52nd Street
           New York, New York 10019
           Attention: Edward Herlihy, Esq.
           Fax No. (212) 403-2000
 
        If to National City to:
           National City Corporation
           P. O. Box 5756
           Cleveland, Ohio 44101-0756
           Attention: Chairman of the Board
           Fax No. (216) 575-3332
 
        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 Outstanding Options under the
Company Option Plans to the extent contemplated thereby and their beneficiaries,
and may be enforced by such persons) and Sections 5.4 and 5.8 hereof (which are
intended to be for the benefit of directors, officers or employees 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 parties to this Agreement neither National City 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.  Each party will bear all expenses incurred by it in
connection with this Agreement and the transactions contemplated hereby, except
that printing expenses and Commission filing and registration fees shall be
shared equally between Company and National City.
 
     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.
 
                                      A-26
<PAGE>   115
 
     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 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.
 
                                          FORT WAYNE NATIONAL CORPORATION
 
                                          By: /s/ M. JAMES JOHNSTON
 
                                            ------------------------------------
                                              M. James Johnston
                                              Chairman of the Board and
                                              Chief Executive Officer
 
                                          NATIONAL CITY CORPORATION
 
                                          By: /s/ VINCENT A. DIGIROLAMO
 
                                            ------------------------------------
                                              Vincent A. DiGirolamo
                                              Vice Chairman
 
                                      A-27
<PAGE>   116
 
                              INDEX TO DEFINITIONS
 
<TABLE>
<CAPTION>
                                 DEFINITIONS                                    SECTIONS
    ---------------------------------------------------------------------   -----------------
    <S>                                                                     <C>
    Acquisition Transaction                                                 Section 5.1
    affiliate                                                               Section 8.6(i)
    Agreement                                                               Introduction
    Articles of Merger                                                      Section 1.2
    Benefit Agreements                                                      Section 3.10
    BHCA                                                                    Section 3.1
    Certificate                                                             Section 2.3(a)
    Closing                                                                 Section 6.1
    Closing Date                                                            Section 6.1
    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 Employees                                                       Section 5.4(b)
    Company Employee Plans                                                  Section 4.9
    Company Meeting                                                         Section 5.15(a)
    Company Option Plans                                                    Section 2.2
    Company Reports                                                         Section 4.7
    Company Subsidiaries                                                    Section 4.4
    Code                                                                    Introduction
    Consents                                                                Section 7.1(c)
    Constituent Corporations                                                Section 1.2
    Control                                                                 Section 8.6(ii)
    Conversation Ratio                                                      Section 2.1(a)
    Certificate of Merger                                                   Section 1.2
    DGCL                                                                    Section 1.1
    DPC Common Shares                                                       Section 2.1(a)
    Effective Time                                                          Section 1.2
    Environmental Law                                                       Section 3.21
    ERISA                                                                   Section 3.9
    Exchange Act                                                            Section 3.5
    Exchange Agent                                                          Section 2.3(a)
    FDIA Section 3.14
    Fed Approval Date                                                       Section 8.6(iii)
    Final Index Price                                                       Section 8.1(c)
    Final Price                                                             Section 8.1(e)
    FRB                                                                     Section 3.6
    Governmental Entity                                                     Section 3.6
    Hazardous Substance                                                     Section 3.21
</TABLE>
 
                                        i
<PAGE>   117
 
<TABLE>
<CAPTION>
                                 DEFINITIONS                                    SECTIONS
    ---------------------------------------------------------------------   -----------------
    <S>                                                                     <C>
    HSR Act                                                                 Section 3.6
    IC                                                                      Section 1.1
    Indemnitees                                                             Section 5.8
    Index Group                                                             Section 8.1(e)
    Initial Indies Price                                                    Section 8.1(e)
    IRS                                                                     Section 3.9
    Loan Portfolio Properties and Other Properties Owned                    Section 3.21
    Market Price                                                            Section 2.3(g)
    Material Adverse Effect                                                 Section 3.1
    Merger                                                                  Section 1.1
    Common Merger Consideration                                             Section 2.1(a)
    National City                                                           Introduction
    National City Common Stock                                              Section 2.1(a)
    National City Contracts                                                 Section 3.10
    National City Disclosure Letter                                         Section 1.4
    National City Employee Plans                                            Section 3.9
    National City Meeting                                                   Section 5.15(b)
    National City Preferred Stock                                           Section 3.3
    National City Reports                                                   Section 3.7
    Option Agreement                                                        Introduction
    OTS                                                                     Section 3.6
    PBGC                                                                    Section 3.9
    PCBs                                                                    Section 3.21
    Person                                                                  Section 8.6(vi)
    Plan of Merger                                                          Section 1.2
    Proxy Statement                                                         Section 3.5
    Registration Statement                                                  Section 3.5
    SBIA                                                                    Section 3.6
    Securities Act                                                          Section 3.5
    Significant Subsidiaries                                                Section 3.4
    State Entities                                                          Section 3.6
    Subsidiary                                                              Section 8.6(i)
    Surviving Corporation                                                   Section 1.3
    Trust Account Common Shares                                             Section 2.1(a)
    Unexercised Options                                                     Section 2.2
</TABLE>
 
                                       ii
<PAGE>   118
 
                                                                      APPENDIX B
 
                                FAIRNESS OPINION
 
                     On Keefe, Bruyette & Woods letterhead
 
                                            , 1998
 
The Board of Directors
Fort Wayne National Corporation
110 West Berry Street
Fort Wayne, IN 46801
 
Members of the Board:
 
     You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the stockholders of Fort Wayne National
Corporation ("Fort Wayne") of the exchange ratio in the proposed merger (the
"Merger") of National City Corporation ("National City") with and into Fort
Wayne, pursuant to the Agreement and Plan of Merger, dated as of January 12,
1998, between Fort Wayne and National City (the "Agreement"). Pursuant to the
terms of the Agreement, (i) each outstanding share of common stock, without par
value, of Fort Wayne (the "Common Shares") will be converted into 0.75 shares of
common stock (the "Exchange Ratio"), par value $4.00 per share, of National
City; and (ii) each outstanding share of 6% Cumulative Convertible class B
Preferred Stock, Series 1, without par value, of Fort Wayne will be converted
into the rights to receive one share of preferred stock, without par value, of
National City which will be designated as National City's 6% Cumulative
Convertible Preferred Stock, Series 1 and be initially convertible into 1.51455
shares of National City common stock.
 
     Keefe, Bruyette & Woods, Inc., as part of its investment banking business,
is continually engaged in the valuation of bank and bank holding company
securities in connection with acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for various other purposes. As specialists in the securities of
banking companies, we have experience in, and knowledge of, the valuation of the
banking enterprises. In the ordinary course of our business as a broker-dealer
we may, from time to time purchase securities from, and sell securities to, Fort
Wayne and National City, and as a market maker in securities, we may from time
to time have a long or short position in, and buy or sell, debt or equity
securities of Fort Wayne and National City for our own account and for the
accounts of our customers. To the extent we have any such position as of the
date of this opinion it has been disclosed to Fort Wayne. We have acted
exclusively for the Board of Directors of Fort Wayne in rendering this fairness
opinion and will receive a fee from Fort Wayne for our services.
 
     In connection with this opinion, we have reviewed, analyzed and relied upon
material bearing upon the financial and operating condition of Fort Wayne and
National City and the Merger, including among other things, the following: (i)
the Agreement and exhibits thereto; (ii) the Stock Option Agreement, dated as of
January 12, 1998 between Fort Wayne and National City (iii) the Registration
Statement on Form S-4 (including the proxy statement/prospectus for the special
meeting of stockholders of Fort Wayne to be held in connection with the Merger)
dated February 3, 1998; (iv) the Annual Reports to Stockholders and Annual
Reports on Form 10-K for the three years ended December 31, 1996 of Fort Wayne
and National City; (v) certain interim reports to stockholders and Quarterly
Reports on Form 10-Q of Fort Wayne and National City and certain other
communications from Fort Wayne and National City to their respective
stockholders; and (vi) other financial information concerning the businesses and
operations of Fort Wayne and National City furnished to us by Fort Wayne and
National City for purposes of our analysis. We have also held discussions with
senior management of Fort Wayne and National City regarding the past and current
business operations, regulatory relations, financial condition and future
prospects of their respective companies and such other matters as we have deemed
relevant to our inquiry. In addition, we have compared certain financial and
stock market information for Fort Wayne and National City with similar
information for certain other companies the securities of which are publicly
traded,
 
                                       B-1
<PAGE>   119
 
Fort Wayne National Corporation
               , 1998
Page 2
 
reviewed the financial terms of certain recent business combinations in the
banking industry and performed such other studies and analyses as we considered
appropriate.
 
     In conducting our review and arriving at our opinion, we have relied upon
the accuracy and completeness of all of the financial and other information
provided to us or publicly available and we have not assumed any responsibility
for independently verifying the accuracy or completeness of any such
information. We have relied upon the management of Fort Wayne and National City
as to the reasonableness and achievability of the financial and operating
forecasts and projections (and the assumptions and bases therefor) provided to
us, and we have assumed that such forecasts and projections reflect the best
currently available estimates and judgments of such managements and that such
forecasts and projections will be realized in the amounts and in the time
periods currently estimated by such managements. We are not experts in the
independent verification of the adequacy of allowances for loan and lease losses
and we have assumed, with your consent, that the aggregate allowances for loan
and lease losses for Fort Wayne and National City are adequate to cover such
losses. In rendering our opinion, we have not made or obtained any evaluations
or appraisals of the property of Fort Wayne or National City, nor have we
examined any individual credit files. We are expressing no opinion herein as to
what the value of National City common stock will be when issued to Fort Wayne's
shareholders pursuant to the Agreement or the prices at which the Common Shares
or the National City common stock will trade at any time.
 
     We have considered such financial and other factors as we have deemed
appropriate under the circumstances, including, among others, the following: (i)
the historical and current financial position and results of operations of Fort
Wayne and National City; (ii) the assets and liabilities of Fort Wayne and
National City; and (iii) the nature and terms of certain other merger
transactions involving banks and bank holding companies. We have also taken into
account our assessment of general economic, market and financial conditions and
our experience in other transactions, as well as our experience in securities
valuation and knowledge of the banking industry generally. Our opinion is
necessarily based upon conditions as they exist and can be evaluated on the date
hereof and the information made available to us through the date hereof.
 
     It is understood that this letter is for the information of the Board of
Directors of Fort Wayne and may not be used for any other purpose without our
prior written consent except this opinion may be included in its entirety in any
filing with the Securities and Exchange Commission in connection with the
Merger. In addition, we express no opinion or recommendation as to how the
holders of Fort Wayne Common Stock should vote at the stockholders' meeting held
in connection with the Merger.
 
     Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio in the Merger is fair, from a financial point of
view, to holders of the Common Shares.
 
                                          Very truly yours,
 
                                          Keefe, Bruyette & Woods, Inc.
 
                                       B-2
<PAGE>   120
 
                                                                      APPENDIX C
 
                             STOCK OPTION AGREEMENT
 
     STOCK OPTION AGREEMENT, dated as of January 12, 1998, between National City
Corporation, a Delaware corporation ("Grantee"), Fort Wayne National
Corporation, an Indiana corporation ("Issuer").
 
                                  WITNESSETH:
 
     WHEREAS, as a condition to, and contemporaneous with the execution of this
Stock Option Agreement the parties are entering into an Agreement and Plan of
Merger dated January 12, 1998 ("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 3,337,133 fully
paid and non-assessable shares of common stock, without par value ("Common
Stock"), of Issuer at a price of $41.375 per share; provided, however, that in
the event Issuer issues or agrees to issue any shares of Common Stock at a price
less than $41.375 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 of Common Stock for which this Option is exercisable together
with the number of shares owned by Grantee other than Trust Account Shares (as
defined in the Agreement) exceed 19.9% of the Issuer's issued and outstanding
shares of Common Stock without giving effect to any shares of Common Stock
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 Stock Option Agreement, the
number of shares of Common Stock subject to the Option shall be increased so
that, after such issuance, together with the number of shares owned by Grantee
other than Trust Account Shares 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 in 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 (other
than a termination resulting from a willful breach by Issuer of a provision of
the Agreement) if such termination occurs prior to the occurrence of an Initial
Triggering Event; or (iii) the passage of twelve 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 twelve 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, or the Issuer's board of directors
 
                                       C-1
<PAGE>   121
 
     recommends that shareholders of the Issuer approve or accept, 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 (a) a
     merger or consolidation, or any similar transaction, involving Issuer or
     any Issuer Subsidiary, (b) a purchase, lease or other acquisition of all or
     substantially all of the assets of Issuer or any Subsidiary, (c) 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 Subsidiary or (d) any substantially similar transaction;
     (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 the Agreement or publicly withdraws or
     modifies, or publicly announces its intention to withdraw or modify, in any
     manner adverse to the Grantee, its recommendation that its shareholders
     approve the Agreement in anticipation of engaging in an Acquisition
     Transaction;
 
          (iii) Any person other than Grantee or 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.
 
     (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, other than any Grantee Subsidiary
     or any Issuer Subsidiary acting in a fiduciary capacity, of beneficial
     ownership of 15% or more of the then outstanding shares of 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 (c) 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 of
Common Stock 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
 
                                       C-2
<PAGE>   122
 
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 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 of Common Stock 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 of Common Stock in violation of applicable law or the provisions of
this Stock Option Agreement.
 
     (h) Certificates for shares of 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 of Common
Stock 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 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 shares of Common Stock after giving effect to all other
options, warrants, convertible securities and other rights to purchase shares of
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
 
                                       C-3
<PAGE>   123
 
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.
ss. 18a 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.
 
     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 shares of 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 of
Common Stock 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. If requested by any such Holder in
connection with such registration, Issuer shall become a party to any
underwriting agreement relating to
 
                                       C-4
<PAGE>   124
 
the sale of such shares of Common Stock, but only to the extent of obligating
itself in respect of representations, warranties, indemnities and other
agreements customarily included in such underwriting agreements. 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 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 of Common Stock 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. 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 of Common Stock 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
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-5
<PAGE>   125
 
     (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 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 of Common Stock 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.
 
          (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-6
<PAGE>   126
 
     (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 a number of shares that together with the
number of shares owned by Grantee, other than Trust Account Shares, is 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 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 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-7
<PAGE>   127
 
     (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.
 
     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; (ii) during the pendency of any temporary restraining
order, injunction or other legal ban to the exercise of such rights and (iii) 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) Issuer has full corporate power and authority to execute and
     deliver this Stock Option Agreement and to consummate the transactions
     contemplated hereby. 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 of Common Stock, 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 pre-emptive 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
 
                                       C-8
<PAGE>   128
 
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
of any required approvals of the FRB under the Bank Holding Company to acquire
the shares of Common Stock subject to the Option are received by the Grantee,
Grantee may not assign its 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 making any necessary applications 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.
 
     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
 
                                       C-9
<PAGE>   129
 
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.
 
     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: /s/ VINCENT A. DIGIROLAMO
 
                                            ------------------------------------
                                              Vincent A. DiGirolamo
                                              Vice Chairman
 
                                          FORT WAYNE NATIONAL CORPORATION
 
                                          By: /s/ M. JAMES JOHNSTON
 
                                            ------------------------------------
                                              M. James Johnston
                                              Chairman of the Board and
                                              Chief Executive Officer
 
                                      C-10
<PAGE>   130
 
                                                                      APPENDIX D
 
                       FORM OF CERTIFICATE OF DESIGNATION
 
              6% Cumulative Convertible Preferred Stock, Series 1
 
                                       of
 
                           NATIONAL CITY CORPORATION
                         ------------------------------
 
                       Pursuant to Section 151(g) of the
                            General Corporation Law
                            of the State of Delaware
                         ------------------------------
 
     I, the undersigned, being the Secretary of National City Corporation
(hereinafter called the "Corporation"), a corporation organized and existing
under and by virtue of the provisions of the General Corporation Law of the
State of Delaware,
 
                       DO         HEREBY         CERTIFY:
 
     FIRST:  The Restated Certificate of Incorporation of the Corporation, as
amended, authorizes the issuance of 5,000,000 shares of preferred stock, without
par value, in one or more series, and authorizes the Board of Directors of the
Corporation to fix by resolution or resolutions the designation of each series
of preferred stock and the powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof.
 
     SECOND:  The Board of Directors of the Corporation at a meeting duly held
on January 12 , 1998, did duly adopt the following resolution authorizing the
creation and issuance of a series of said preferred stock to be known as "6%
Cumulative Convertible Preferred Stock, Series 1":
 
     RESOLVED, that the Board of Directors, pursuant to the authority vested in
it by the provisions of the Restated Certificate of Incorporation of the
Corporation, as amended, of the Corporation, hereby authorizes the issuance of a
series of preferred stock of the Corporation, and hereby fixes the designation
of such series and the powers, preferences and relative, participating, optional
or other special rights, and qualifications, limitations and restrictions
thereof, in additions to those set forth in the Restated Certificate of
Incorporation of the Corporation, as amended, as follows:
 
1.   DESIGNATION AND RANK.
 
     (a) The designation of this series of Preferred Stock is the 6% Cumulative
Convertible Preferred Stock, Series 1 (hereinafter referred to as the "Series 1
Stock"), and the number of shares constituting such series shall be 740,000.
Series 1 Stock shall be without value but shall have a stated value of fifty
dollars per share ($50.00).
 
     (b) The Series 1 Stock shall, with respect to dividend rights, rights upon
liquidation, winding up or dissolution, and redemption rights, rank (i) junior
to any other class or series of preferred stock hereafter duly established by
the Board of Directors of the Corporation, the terms of which shall specifically
provide that such series shall rank prior to the Series 1 Stock as to the
payment of dividends and distribution of assets upon liquidation (the "Senior
Preferred Stock") (ii) pari passu with any other class of series of preferred
stock hereafter duly established by the Board of Directors of the Corporation,
the terms of which shall specifically provide that such class or series shall
rank pari passu with the Series 1 Stock as to the payment of dividends and
distribution of assets upon liquidation (the "Parity Preferred Stock") and (iii)
prior to any other class or series of capital stock of or other equity interests
in the Corporation, including, without limitation, the National City Common, par
value $4.00 per share ("Common Stock") of the Corporation, whether now existing
or hereafter created (all of such classes or series of capital stock and other
equity interests of the Corporation, including, without limitation, the Common
Stock, are collectively referred to herein as the "Junior Securities").
 
                                       D-1
<PAGE>   131
 
2.   DIVIDEND RIGHTS.
 
     (a) The holders of shares of Series 1 Stock shall be entitled to receive,
when and as declared by the Board of Directors, out of funds legally available
therefor, cash dividends, accruing from the date of initial issuance (the "Issue
Date"), at the annual rate of 6.00% per annum, and no more, computed on the
stated value of $50.00 for each share. Dividends shall be payable, when and as
declared by the Board of Directors, quarterly on April 1, July 1, October 1, and
January 1 of each year (each quarterly period ending on any such date being
hereinafter referred to as a "Dividend Period"), commencing April 1, 1998. Each
dividend will be payable to holders of record as they appear on the stock books
of the Corporation on such record dates as shall be fixed by the Board of
Directors of the Corporation. Dividends payable on the Series 1 Stock (i) for
any period other than a full Dividend Period shall be computed based upon the
actual number of days elapsed up to but not including the dividend payment date
divided by 365, and (ii) for each full Dividend Period shall be computed by
dividing the annual dividend rate by four.
 
     (b) Holders of shares of the Series 1 Stock shall not be entitled to any
dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends on such shares. No interest or sum of money in lieu of
interest shall be payable in respect of any dividend payment or payments which
may be in arrears.
 
     (c) Unless full cumulative dividends on all outstanding shares of the
Series 1 Stock shall have been paid or declared and set aside for payment for
all past Dividend Periods, no dividend (other than a dividend in Common Stock or
in any Junior Securities) shall be declared upon the Junior Securities, nor
shall any Junior Securities be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such Junior Securities) by the Corporation
except for any redemption, purchase or acquisition relating to a conversion of
or exchange for such Junior Securities.
 
3.   LIQUIDATION PREFERENCES.
 
     (a) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
Series 1 Stock shall be entitled to receive out of the assets of the Corporation
available for distribution to shareholders an amount equal to $50.00 per share
plus an amount equal to any accrued and unpaid dividends thereon to and
including the date of such distribution, and no more, before any distribution
shall be made to the holders of any Junior Securities. After payment of such
liquidating distributions, the holders of shares of Series 1 Stock shall not be
entitled to any further participation in any distribution of assets by the
Corporation.
 
     (b) In the event the assets of the Corporation available for distribution
to shareholders upon any liquidation, dissolution or winding up of the affairs
of the Corporation, whether voluntary or involuntary, shall be insufficient to
pay in full the amounts payable with respect to the Series 1 Stock and any other
Parity Preferred Stock, the holders of Series 1 Stock and the holders of such
Parity Preferred Stock shall share ratably in any distribution of assets of the
Corporation in proportion to the full respective amounts to which they are
entitled.
 
     (c) The merger or consolidation of the Corporation into or with any other
corporation, the merger or consolidation of any other corporation into or with
the Corporation or the sale of the assets of the Corporation substantially as an
entirety shall not be deemed a liquidation, dissolution or winding up of the
affairs of the Corporation within the meaning of this section 3.
 
4.   REDEMPTION.
 
     (a) Subject to obtaining the prior approval of the Board of Governors of
the Federal Reserve System, if necessary, the Corporation, at its option, may
redeem any or all shares of Series 1 Stock, at any time or from time to time, on
or after April 1, 2002 at a redemption price of $50.00 per share, plus an amount
equal to accrued and unpaid dividends thereon to but not including the date of
redemption (the "Redemption Price").
 
     (b) If less than all the outstanding shares of Series 1 Stock are to be
redeemed, the shares to be redeemed shall be selected pro rata as nearly as
practicable.
 
                                       D-2
<PAGE>   132
 
     (c) Notice of any redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the date fixed
for redemption to the holders of record of the shares of Series 1 Stock to be
redeemed, at their respective addresses appearing on the books of the
Corporation. Notice so mailed shall be conclusively presumed to have been duly
given whether or not actually received. Such notice shall state (i) the date
fixed for redemption, (ii) the Redemption Price, (iii) that the holder has the
right to convert such shares into Common Stock until the close of business on
the tenth day preceding the redemption date, (iv) the then effective Conversion
Ratio (as defined in section 5 below) and the place where certificates for such
shares may be surrendered for conversion, (v) the number of shares of Series 1
Stock to be redeemed and if less than all the shares held by such holder are to
be redeemed, the number of such shares to be so redeemed from such holder, (vi)
the place where certificates for such shares are to be surrendered for payment
of the Redemption Price, and (vii) that after such date fixed for redemption the
shares to be redeemed shall not accrue dividends. If such notice is mailed as
aforesaid, and if on or before the date fixed for redemption funds sufficient to
redeem the shares called for redemption are set aside by the Corporation in
trust for the account of the holders of the shares to be redeemed, then,
notwithstanding the fact that any certificate for shares called for redemption
shall not have been surrendered for cancellation, on and after the redemption
date the shares represented thereby so called for redemption shall be deemed to
be no longer outstanding, dividends thereon shall cease to accrue and all rights
of the holders of such shares as shareholders of the Corporation shall cease
(except the right to receive the Redemption Price, without interest, upon
surrender of the certificate representing such shares). Upon surrender in
accordance with the aforesaid notice of the certificate for any shares so
redeemed (duly endorsed or accompanied by appropriate instruments of transfer,
if so required by the Corporation in such notice), the holders of record of such
shares shall be entitled to receive the Redemption Price, without interest.
Notwithstanding the foregoing, however, as and to the extent that the
Corporation is required or permitted under the abandoned property laws of any
jurisdiction to escheat any redemption funds held in trust for the benefit of
any holder, the Corporation shall be absolved of any further obligation or
liability to such holder to the full extent provided by any such law. In case
fewer than all the shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares without cost
to the holder thereof.
 
     (d) At the option of the Corporation, if notice of redemption is mailed as
aforesaid, and if prior to the date fixed for redemption funds sufficient to pay
in full the Redemption Price are deposited in trust, for the account of the
holders of the shares to be redeemed, with a bank or trust company named in such
notice doing business in the State of Ohio or the Borough of Manhattan, The City
of New York, State of New York, and having capital and surplus of at least $50
million (which bank or trust company also may be the transfer agent and/or
paying agent for the Series 1 Stock), then, notwithstanding the fact that any
certificates for shares called for redemption shall not have been surrendered
for cancellation, on and after such date of deposit the shares represented
thereby so called for redemption shall be deemed to be no longer outstanding,
and all rights of the holders of such shares as shareholders of the Corporation
shall cease (except the right of the holders thereof to convert such shares in
accordance with the provisions of section 5 below at any time prior to the close
of business on the tenth day preceding the redemption date and the right of the
holders thereof to receive out of the funds so deposited in trust the Redemption
Price, without interest, upon surrender of the certificates representing such
shares). Any funds so deposited with such bank or trust company in respect of
shares of Series 1 Stock converted before the close of business on the tenth day
preceding the redemption date shall be returned to the Corporation upon such
conversion. Unless otherwise required by law, any funds so deposited with such
bank or trust company which shall remain unclaimed by the holders of shares
called for redemption at the end of two years after the redemption date shall be
repaid to the Corporation, on demand, and thereafter the holder of any such
shares shall look only to the Corporation for the payment, without interest, of
the Redemption Price. Notwithstanding the foregoing, however, as and to the
extent that the Corporation is required or permitted under the abandoned
property laws of any jurisdiction to escheat any redemption funds held in trust
for the benefit of any holder, the Corporation shall be absolved of any further
obligation or liability to such holder to the full extent provided by any such
laws.
 
     (e) Any provision of this section 4 to the contrary notwithstanding, in the
event that any dividends payable on the Series 1 Stock shall be in arrears and
until all such dividends in arrears shall have been paid or declared and set
apart for payment the Corporation shall not redeem any shares of Series 1 Stock
unless all outstanding shares of Series 1 Stock are simultaneously redeemed and
shall not purchase or otherwise acquire any shares of
 
                                       D-3
<PAGE>   133
 
Series 1 Stock except in accordance with a purchase or exchange offer made on
the same terms to all holders of record of Series 1 Stock for the purchase of
all outstanding shares thereof.
 
5.   CONVERSION RIGHTS.  The holders of shares of Series 1 Stock shall have the
right, at their option, to convert such shares into shares of Common Stock on
the following terms and conditions:
 
     (a) Each share of Series 1 Stock shall be convertible at any time into
fully paid and nonassessable shares of Common Stock at a conversion ratio of
1.51455 shares of Common Stock for each share of Series 1 Stock (the "Conversion
Ratio"). The Conversion Ratio shall be subject to adjustment from time to time
as hereinafter provided. No payment or adjustment shall be made on account of
any accrued and unpaid dividends on shares of Series 1 Stock surrendered for
conversion prior to the record date for the determination of shareholders
entitled to such dividends or on account of any dividends on the shares of
Common Stock issued upon such conversion subsequent to the record date for the
determination of shareholders entitled to such dividends. If any shares of
Series 1 Stock shall be called for redemption, the right to convert the shares
designated for redemption shall terminate at the close of business on the tenth
day preceding the date fixed for redemption unless default is made in the
payment of the Redemption Price. In the event of default in the payment of the
Redemption Price, the right to convert the shares designated for redemption
shall terminate at the close of business on the business day immediately
preceding the date that such default is cured.
 
     (b) In order to convert shares of Series 1 Stock into Common Stock, the
holder thereof shall surrender the certificates therefor, duly endorsed if the
Corporation shall so require, or accompanied by appropriate instruments of
transfer satisfactory to the Corporation, at the office of the transfer agent
for the Series 1 Stock, or at such other office as may be designated by the
Corporation, together with written notice that such holder irrevocably elects to
convert such shares. Such notice shall also state the name and address in which
such holder wishes the certificate for the shares of Common Stock issuable upon
conversion to be issued. As soon as practicable after receipt of the
certificates representing the shares of Series 1 Stock to be converted and the
notice of election to convert the same, the Corporation shall issue and deliver
at said office a certificate for the number of whole shares of Common Stock
issuable upon conversion of the shares of Series 1 Stock surrendered for
conversion, together with a cash payment in lieu of any fraction of a share, as
hereinafter provided, to the person entitled to receive the same. If more than
one stock certificate for Series 1 Stock shall be surrendered for conversion at
one time by the same holder, the number of full shares of Common Stock issuable
upon conversion thereof shall be computed on the basis of the aggregate number
of shares represented by all the certificates so surrendered. Shares of Series 1
Stock shall be deemed to have been converted immediately prior to the close of
business on the date such shares are surrendered for conversion and notice of
election to convert the same is received by the Corporation in accordance with
the foregoing provision, and the person entitled to receive the Common Stock
issuable upon such conversion shall be deemed for all purposes as the record
holder of such Common Stock as of such date.
 
     (c) In the case of any share of Series 1 Stock which is converted after any
record date with respect to the payment of a dividend on the Series 1 Stock and
on or prior to the date on which such dividend is payable by the Corporation
(the "Dividend Due Date"), the dividend due on such Dividend Due Date shall be
payable on such Dividend Due Date to the holder of record of such shares as of
such preceding record date notwithstanding such conversion. Shares of Series 1
Stock surrendered for conversion during the period from the close of business on
any record date with respect to the payment of a dividend on the Series 1 Stock
next preceding any Dividend Due Date to the opening of business on such Dividend
Due Date shall (except in the case of shares of Series 1 Stock which have been
called for redemption on a redemption date within such period) be accompanied by
payment of an amount equal to the dividend payable on such Dividend Due Date on
the shares of Series 1 Stock being surrendered for conversion. The dividend with
respect to a share of Series 1 Stock called for redemption on a redemption date
during the period from the close of business on any record date with respect to
the payment of a dividend on the Series 1 Stock next preceding any Dividend Due
Date to the opening of business on such Dividend Due Date shall be payable on
such Dividend Due Date to the holder of record of such share on such dividend
record date, notwithstanding the conversion of such share of Series 1 Stock
after such record date and prior to such Dividend Due Date, and the holder
converting such share of Series 1 Stock called for redemption need not include a
payment of such dividend amount upon surrender of such share of Series 1 Stock
for conversion. Except as provided in this subsection (c), no payment or
adjustment shall be made upon any
 
                                       D-4
<PAGE>   134
 
conversion on account of any dividends accrued on shares of Series 1 Stock
surrendered for conversion or on account of any dividends on the shares of
Common Stock issued upon conversion.
 
     (d) No fractional shares of Common Stock shall be issued upon conversion of
any shares of Series 1 Stock. If the conversion of any shares of Series 1 Stock
results in a fractional share of Common Stock, the Corporation shall pay cash in
lieu thereof in an amount equal to such fraction multiplied by the Current
Market Price of the Common Stock (as defined below), on the date on which the
shares of Series 1 Stock were duly surrendered for conversion, or if such date
is not a trading date, on the next succeeding trading date.
 
     (e) The Conversion Ratio shall be adjusted from time to time after the
Issue Date, as follows:
 
          (i) In case the Corporation shall pay or make a dividend or other
     distribution on shares of Common Stock in Common Stock, the Conversion
     Ratio in effect at the opening of business on the date following the date
     fixed for the determination of shareholders entitled to receive such
     dividend or other distribution shall be increased by dividing such
     Conversion Ratio by a fraction of which the numerator shall be the number
     of shares of Common Stock outstanding at the close of business on the date
     fixed for such determination and the denominator shall be the sum of such
     number of shares and the total number of shares constituting such dividend
     or other distribution, such increase to become effective immediately after
     the opening of business on the day following the date fixed for such
     determination.
 
          (ii) In case the Corporation shall issue additional rights or warrants
     to all holders of its Common Stock entitling them to subscribe for or
     purchase shares of Common Stock at a price per share less than the Current
     Market Price of the Common Stock on the date fixed for the determination of
     shareholders entitled to receive such rights or warrants (other than
     pursuant to a dividend reinvestment plan), the Conversion Ratio in effect
     at the opening of business on the day following the date fixed for such
     determination shall be increased by dividing such Conversion Ratio by a
     fraction of which the numerator shall be the number of shares of Common
     Stock outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock which the aggregate
     of the offering price of the total number of shares of Common Stock so
     offered for subscription or purchase would purchase at the Current Market
     Price of the Common Stock and the denominator shall be the number of shares
     of Common Stock outstanding at the close of business on the date fixed for
     such determination plus the number of shares of Common Stock so offered for
     subscription or purchase, such increase to become effective immediately
     after the opening of business on the day following the date fixed for such
     determination.
 
          (iii) In case outstanding shares of Common Stock shall be subdivided
     into a greater number of shares of Common Stock, the Conversion Ratio in
     effect at the opening of business on the day following the day upon which
     such subdivision becomes effective shall be proportionately increased, and,
     conversely, in case outstanding shares of Common Stock shall be combined
     into a smaller number of shares of Common Stock, the Conversion Ratio in
     effect at the opening of business on the day following the day upon which
     such combination becomes effective shall be proportionately reduced, such
     reduction or increase, as the case may be, to become effective immediately
     after the opening of business on the day following the day upon which such
     subdivision or combination becomes effective.
 
          (iv) In case the Corporation shall, by dividend or otherwise,
     distribute to all holders of its Common Stock evidences of its indebtedness
     or assets (including securities, but excluding (A) any rights or warrants
     referred to in clause (ii) above, (B) any dividend or distribution paid in
     cash out of the retained earnings of the Corporation, and (C) any dividend
     or distribution referred to in clause (i) above), the Conversion Ratio
     shall be adjusted so that the same shall equal the ratio determined by
     multiplying the Conversion Ratio in effect immediately prior to the close
     of business on the date fixed for the determination of shareholders
     entitled to receive such distribution by a fraction of which the numerator
     shall be the Current Market Price of the Common Stock on the date fixed for
     such determination less the then fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive and shall be
     described in a statement filed with the transfer agent for the Series 1
     Stock) of the portion of the evidences of indebtedness or assets so
     distributed applicable to one share of Common Stock and the denominator
     shall be the Current Market Price of the Common Stock, such adjustment to
     become effective immediately prior to the opening of business on the day
     following the date fixed for the determination of shareholders entitled to
     receive such distribution.
 
                                       D-5
<PAGE>   135
 
          (v) For the purposes of this section 5, the reclassification of Common
     Stock into securities including securities other than Common Stock (other
     than any reclassification upon a consolidation or merger to which
     subsection (g) below applies) shall be deemed to involve (A) a distribution
     of such securities other than Common Stock to all holders of Common Stock
     (and the effective date of such reclassification shall be deemed to be "the
     date fixed for the determination of shareholders entitled to receive such
     distribution" and the "date fixed for such determination" within the
     meaning of clause (iv) above), and (B) a subdivision or combination, as the
     case may be, of the number of shares of Common Stock outstanding
     immediately prior to such reclassification into the number of Common Stock
     outstanding immediately thereafter (and the effective date of such
     reclassification shall be deemed to be "the day upon which such subdivision
     became effective" or "the day upon which such combination becomes
     effective" as the case may be, and "the day upon which such subdivision or
     combination becomes effective" within the meaning of clause (iii) above).
 
          (vi) For the purposes of this section 5, (other than subsection (a)),
     the Current Market Price of the Common Stock on any day shall be deemed to
     be the average of the daily closing prices for the 30 consecutive trading
     days commencing 45 trading days before the day in question. The closing
     price for each day shall be the reported last sale price on the NYSE, or,
     if the Common Stock is no longer listed on the NYSE, on the principal
     national securities exchange on which the Common Stock is then listed or
     admitted to trading or, if the Common Stock is not listed on the NYSE or
     listed or admitted to trading on any national securities exchange, the
     average of the closing bid and asked prices in the over-the-counter market
     as furnished by any New York Stock Exchange member firm selected from time
     to time by the Board of Directors for that purpose.
 
          (vii) Notwithstanding the foregoing, no adjustment in the Conversion
     Ratio for the Series 1 Stock shall be required unless such adjustment would
     require an increase or decrease of at least 1% in such ratio; provided,
     however, that any adjustments which are not required to be made shall be
     carried forward and taken into account in any subsequent adjustment. All
     calculations under this section 5 shall be made to the nearest cent or to
     the nearest one-ten thousandth of a share (0.0001), as the case may be.
 
     (f) Whenever the Conversion Ratio shall be adjusted as herein provided (i)
the Corporation shall forthwith make available at the office of the transfer
agent for the Series 1 Stock a statement describing in reasonable detail the
adjustment, the facts requiring such adjustment and the method of calculation
used and (ii) the Corporation shall cause to be mailed by first class mail,
postage prepaid, as soon as practicable to each holder of record of shares of
Series 1 Stock a notice stating that the Conversion Ratio has been adjusted and
setting forth the adjusted Conversion Ratio.
 
     (g) In the event of any consolidation of the Corporation with or merger of
the Corporation into any other corporation (other than a merger in which the
Corporation is the surviving corporation) or a sale, lease or conveyance of the
assets of the Corporation as an entirety or substantially as an entirety, or any
statutory exchange of securities with another corporation, the holder of each
share of Series 1 Stock shall have the right, after such consolidation, merger,
sale or exchange to convert such share into the number and kind of shares of
stock or other securities and the amount and kind of property which such holder
would have been entitled to receive upon such consolidation, merger, sale or
exchange of the number of shares of Common Stock that would have been issued to
such holder had such shares of Series 1 Stock been converted immediately prior
to such consolidation, merger or sale. The provisions of this subsection (g)
shall similarly apply to successive consolidations, mergers, sales or exchanges.
 
     (h) The Corporation shall pay any taxes that may be payable in respect of
the issuance of shares of Common Stock upon conversion of shares of Series 1
Stock, but the Corporation shall not be required to pay any taxes which may be
payable in respect of any transfer involved in the issuance of shares of Common
Stock in the name other than that in which the shares of Series 1 Stock so
converted are registered, and the Corporation shall not be required to issue or
deliver any such shares unless and until the person requesting such issuance
shall have paid to the Corporation the amount of any such taxes, or shall have
established to the satisfaction of the Corporation that such taxes have been
paid.
 
     (i) The Corporation may (but shall not be required to) make such increases
and reductions in the Conversion Ratio, in addition to those required by clauses
(i) through (iv) of subsection (e) above, as it considers to be
 
                                       D-6
<PAGE>   136
 
advisable in order that any event treated for federal income tax purposes as a
dividend of stock or stock rights shall not be taxable to the recipients.
 
     (j) The Corporation shall at all times reserve and keep available out of
its authorized but unissued Common Stock the full number of shares of Common
Stock issuable upon the conversion of all shares of Series 1 Stock then
outstanding.
 
     (k) In the event that:
 
          (i) the Corporation shall declare a dividend or any other distribution
     on its Common Stock, payable otherwise than in cash out of retained
     earnings, or
 
          (ii) the Corporation shall authorize the granting to the holders of
     its Common Stock of rights to subscribe for or purchase any shares of
     capital stock of any class or of any other rights, or
 
          (iii) any capital reorganization of the Corporation, reclassification
     of the capital stock of the Corporation, consolidation or merger of the
     Corporation with or into another corporation (other than a merger in which
     the Corporation is the surviving corporation), or sale, lease or conveyance
     of the assets of the Corporation as an entirety or substantially as an
     entirety to another corporation occurs, or
 
          (iv) the voluntary or involuntary dissolution, liquidation or winding
     up of the Corporation occurs,
 
     the Corporation shall cause to be mailed to the holders of record of Series
     1 Stock at least 15 days prior to the applicable date hereinafter specified
     a notice stating (A) the date on which a record is to be taken for the
     purpose of such dividend, distribution of rights or, if a record is not to
     be taken, the date as of which the holders of Common Stock of record to be
     entitled to such dividend, distribution or rights are to be determined or
     (B) the date on which such reorganization, reclassification, consolidation,
     merger, sale, lease, conveyance, dissolution, liquidation or winding up is
     expected to take place, and the date, if any is to be fixed, as of which
     holders of Common Stock of record shall be entitled to exchange their
     shares of Common Stock for securities or other property deliverable upon
     such reorganization, reclassification, consolidation, merger, sale, lease,
     conveyance, dissolution, liquidation or winding up. Failure to give such
     notice, or any defect therein, shall not affect the legality or validity of
     such dividend, distribution, reorganization, reclassification,
     consolidation, merger, sale, lease, conveyance, dissolution, liquidation or
     winding up.
 
6.   VOTING RIGHTS.  Other than as required by applicable law or to the extent
otherwise provided in this Section 6, the holders of Series 1 Stock shall not
have any voting rights.
 
     (a) The holders of shares of Series 1 Stock shall have the right, voting
separately, to elect that number of additional members of the Board of Directors
as equals the number of classes of Common Directors if the Corporation shall
fail to pay any dividend payable on the shares of Series 1 Stock for six
quarters. Such limited rights may be exercised at the next meeting of
stockholders at which Directors are to be elected and which takes place more
than ninety days following such failure to pay dividends as aforesaid (other
than a separate meeting of the holders of another class of shares) and at each
succeeding meeting of shareholders at which Directors are to be elected (other
than a separate meeting of the holders of another class of shares) until payment
of all dividends on shares of Series 1 Stock which are in arrears has been made
or provided for, at which time the right to vote for election of Directors
conferred upon the holders of shares of Series 1 Stock shall cease, the terms of
the Series 1 Stock Directors shall end and they shall cease to serve. Such
limited voting rights shall not limit or restrict the right of the Corporation
from time to time to increase or decrease the number of Directors (other than
Series 1 Stock Directors) which the Corporation shall have. The Directors
elected pursuant to this provision are designated Series 1 Stock Directors.
 
     (b) Before any meeting at which the holders of shares of Series 1 Stock
shall be entitled to vote in the election of Series 1 Directors, the number of
Directors shall be deemed to have been increased by the same number as there are
number of classes of Common directors so as to provide that number of additional
places for the Series 1 Directorships to be filled by the votes of the holders
of share of Series 1 Stock, and the Corporation's Bylaws shall be deemed to have
been amended accordingly, in the same manner and to the same extent as if the
Directors of the Corporation had unanimously, expressly, and specifically
authorized that increase in the number of Directors at a meeting thereof duly
called and held for that purpose. When the terms of the Series 1 Stock
 
                                       D-7
<PAGE>   137
 
Directors shall have ended, the number of Directors shall be deemed to have been
decreased by the number of Series 1 Stock Directors in order to eliminate the
additional places for the Series 1 Directors and the Corporation's bylaws shall
be deemed to have been amended accordingly, in the same manner as provided
above.
 
     (c) So long as any share of Series 1 Stock is outstanding, the Corporation
shall not, without the affirmative votes of the holders of at least two-thirds
( 2/3) of the aggregate number of shares of Series 1 Stock (i) change or repeal
any of the voting rights or any of the relative rights preferences,
qualification, limitations and restrictions of the holders of any shares of the
Series 1 Stock then outstanding so as to affect that stock adversely with
respect to any other class of capital stock then outstanding or (ii) authorize
any class of stock ranking, as to voting rights or as to relative rights,
preferences, qualifications, limitations and restrictions, prior to the Series 1
Stock or any series then outstanding.
 
     (d) Whenever the holders of shares of Series 1 Stock have the right to vote
they shall be entitled to cast one (1) vote for each duly authorized, issued and
outstanding share of Series 1 Stock standing in their names on the books of the
Corporation.
 
7.   REACQUIRED SHARES.  Shares of Series 1 Stock converted, redeemed, or
otherwise purchased or acquired by the Corporation shall be restored to the
status of authorized but unissued shares of preferred stock without designation
as to series and may thereafter be issued, but not as Series 1 Stock.
 
8.   NO SINKING FUND.  Shares of Series 1 Stock are not subject to the operation
of a sinking fund or other obligation of the Corporation to redeem or retire the
Series 1 Stock.
 
     IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Designation to be signed this 2nd day of February, 1998.
                                          By: /s/ DAVID L. ZOELLER
 
                                            ------------------------------------
                                              David L. Zoeller,
                                              Secretary
 
                                       D-8
<PAGE>   138
 
                                    PART II
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the DGCL empowers a Delaware corporation to indemnify any
person who was or is, or is threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation, by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise). The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. A Delaware corporation may indemnify such persons in
actions brought by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and to the extent the Court of
Chancery of the state of Delaware or the court in which such action or suit was
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the Court of Chancery or other such court shall deem proper. To the
extent such person has been successful on the merits or otherwise in defense of
any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith. The indemnification and advancement of expenses provided for, or
granted pursuant to, Section 145 are not exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 also provides that a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute.
 
     Article VI of National City's By-Laws provides for the mandatory
indemnification of directors, officers or employees of National City or any of
its subsidiaries and of those persons serving at the request of National City as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise in accordance with and to the full
extent permitted by the DGCL. National City has purchased liability insurance
covering certain liabilities which may be incurred by the directors, officers,
employees and agents of National City and its subsidiaries in connection with
the performance of their duties.
 
     In addition, National City's Certificate, as permitted by Section 102(d) of
the DGCL, limits directors' liability to National City and its stockholders by
eliminating liability in damages for breach of fiduciary duty of care. Article
Seventh of National City's Certificate provides that neither National City nor
its stockholders may recover damages from National City's directors or former
directors for breach of their duty of care in the performance of their duties as
directors of National City. As limited by Section 102(b), this provision cannot,
however, have the effect of indemnifying any director or former director of
National City in the case of liability (a) for a breach of the director's duty
of loyalty, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the DGCL or (d) for any transactions for which the director derived an
improper personal benefit.
 
     The Agreement provides that, from and after the Effective Time, National
City will assume and honor any obligation as provided for and permitted by
applicable federal and state law FWNC had immediately prior to the Effective
Time with respect to the indemnification of each person (each such person, an
"Indemnitee," and all such persons, collectively, the "Indemnitees") who was on
January 12, 1998, or has been at any time prior to January 12, 1998, or who
becomes prior to the Effective Time, a director or officer of FWNC or any of its
subsidiaries or was serving at the request of FWNC as a director or officer of
any domestic or foreign corporation joint venture, trust, employee benefit plan
or other enterprise arising out of FWNC's Articles of Incorporation or
 
                                      II-1
<PAGE>   139
 
FWNC's 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 FWNC or any of its
subsidiaries. The Agreement further provides that, for a period of four years
after the Effective Time, National City will use all reasonable efforts to cause
to be maintained in effect current directors' and officers' liability insurance
in an aggregate limit of at least equal to the aggregate limits of FWNC's
insurance in place on January 12, 1998 which will insure FWNC's directors and
officers for events which occurred before the Effective Time but were
undiscovered at the Effective Time; provided, however, that the Agreement does
not obligate National City to expend, in order to maintain or provide insurance
coverage pursuant to the Agreement, any amount per annum in excess of 100% of
the amount of the annual premium paid as of the date of the Agreement by
National City for its current directors and officers liability insurance.
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     EXHIBIT DESCRIPTION
- -------    -----------------------------------------------------------------------------------
<C>        <S>
   2.1     Agreement and Plan of Merger dated as of November 30, 1997 by and between National
           City Corporation and First of America Bank Corporation (filed as Exhibit 2.1 to
           Form 8-K dated December 9, 1997 and incorporated herein by reference).
   2.2     Agreement and Plan of Merger dated as of January 12, 1998 by and between National
           City Corporation and Fort Wayne National Corporation (filed as Appendix A to the
           Prospectus and Proxy Statement contained in this Registration Statement and
           incorporated herein by reference).
   3.1     Restated Certificate of Incorporation of National City Corporation, as amended,
           (filed as Exhibit 3.1 to National City Corporation's Annual Report on Form 10-K for
           the fiscal year ended December 31, 1997 and incorporated herein by reference).
   3.2     National City Corporation First Restatement of By-laws adopted April 27, 1987 (As
           Amended through October 24, 1994) (filed as Exhibit 3.2 to Registrant's Form S-4
           Registration Statement No. 33-56539 dated November 18, 1994 and incorporated herein
           by reference).
   4.1     Instruments defining the rights of holders of certain long-term debt of National
           City and its consolidated subsidiaries are not filed as exhibits because the amount
           of debt under such instruments is less than 10% of the total consolidated assets of
           National City. National City undertakes to file these instruments with the
           Commission upon request.
   4.2     Credit Agreement dated as of February 2, 1996, by and between National City and the
           banks named therein (filed as Exhibit 4.2 to Registrant's Form S-4 Registration
           Statement No. 333-01697 dated March 13, 1996 and incorporated herein by reference).
   4.3     Certificate of Stock Designation dated as of February 2 designating National City
           Corporation's 6% Cumulative Convertible Preferred Stock, Series 1, without par
           value, and fixing the powers, preferences, rights, qualifications, limitations and
           restrictions thereof (filed as Appendix D to this Registration Statement and
           incorporated herein by reference) in addition to those set forth in National City
           Corporation's Restated Certificate of Incorporation, as amended (filed as Exhibit
           3.1 to National City Corporation's Annual Report on Form 10K for the fiscal year
           ended December 31, 1997 and incorporated herein by reference).
   5.1     Opinion of Carlton E. Langer as to the legality of the National City Common and the
           National City Preferred being registered (filed as Exhibit 5.1).
   8.1     Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax consequences of the
           Merger (filed as Exhibit 8.1). (to be filed supplementally)
  10.1     National City Corporation Short Term Incentive Compensation Plan for Senior
           Officers As Amended and Restated Effective January 1, 1995. (filed as Exhibit 10.1
           to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
           1994 and incorporated herein by reference).
</TABLE>
 
                                      II-2
<PAGE>   140
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     EXHIBIT DESCRIPTION
- -------    -----------------------------------------------------------------------------------
<C>        <S>
  10.2     National City Corporation Long Term Incentive Compensation Plan for Senior Officers
           As Amended and Restated Effective January 1, 1995. (filed as Exhibit 10.2 to
           Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
           and incorporated herein by reference).
  10.3     National City Corporation Annual Corporate Performance Incentive Plan Effective
           January 1, 1995. (filed as Exhibit 10.21 to Registrant's Annual Report on Form 10-K
           for the fiscal year ended December 31, 1994 and incorporated herein by reference).
  10.4     National City Savings and Investment Plan, As Amended and Restated Effective July
           1, 1992. (filed as Exhibit 10.24 to Registrant's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1994 and incorporated herein by reference).
  10.5     The National City Savings and Investment Plan No. 2, As Amended and Restated
           Effective January 1, 1992 (filed as Exhibit 10.25 to Registrant's Annual Report on
           Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by
           reference).
  10.6     National City Corporation's Amended and Restated 1973 Stock Option Plan, as amended
           (filed as Exhibit 10.4 to Registration Statement No. 2-91434) and amended 1984
           Stock Option Plan (filed as Exhibit No. 10.2 to National City's Annual Report on
           Form 10-K for the fiscal year ended December 31, 1987); both incorporated herein by
           reference.
  10.7     National City Corporation 1989 Stock Option Plan (filed as Exhibit 10.7 to National
           City's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, and
           incorporated herein by reference).
  10.8     National City Corporation's 1993 Stock Option Plan (filed as Exhibit 10.5 to
           Registration Statement No. 33-49823 and incorporated herein by reference).
  10.9     National City Corporation 150th Anniversary Stock Option Plan. (Filed as Exhibit
           10.9 to Registration Statement No. 33-59487 and incorporated herein by reference).
  10.10    National City Corporation 1997 Stock Option Plan (filed as Exhibit A to National
           City Corporation's Proxy Statement Form 14A #000-07229 dated February 19, 1997 and
           incorporated herein by reference).
  10.11    National City Corporation Plan for Deferred Payment of Directors' Fees, as amended
           (filed as Exhibit 10.5 to Registration Statement No. 2-914334 and incorporated
           herein by reference).
  10.12    National City Corporation Supplemental Executive Retirement Plan, as Amended and
           Restated Effective January 1, 1997 (filed as Exhibit 10.12).
  10.13    National City Corporation Executive Savings Plan As Amended and Restated Effective
           January 1, 1995 (filed as Exhibit 10.9 to National City's Annual Report on Form
           10-K for the fiscal year ended December 31, 1994, and incorporated herein by
           reference).
  10.14    National City Corporation Amended and Second Restated 1991 Restricted Stock Plan
           (filed as Exhibit 10.9 to Registration Statement No. 33-49823 and incorporated
           herein by reference).
  10.15    National City Corporation 1997 Restricted Stock Plan (filed as Exhibit B to
           National City Corporation's Proxy Statement Form 14A #000-07229 dated February 19,
           1997 and incorporated herein by reference).
  10.16    First Kentucky National Corporation 1985 Stock Option Plan (filed as Exhibit 10.2
           to First Kentucky National Corporation's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1987, and incorporated herein by reference).
  10.17    First Kentucky National Corporation 1982 Stock Option Plan (filed as Exhibit 10.3
           to First Kentucky National Corporation's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1987, and incorporated herein by reference).
</TABLE>
 
                                      II-3
<PAGE>   141
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     EXHIBIT DESCRIPTION
- -------    -----------------------------------------------------------------------------------
<C>        <S>
  10.18    Form of grant made under National City Corporation 1991 Restricted Stock Plan made
           in connection with National City Corporation Supplemental Executive Retirement Plan
           as amended (filed as Exhibit 10.10 to National City's Annual Report on Form 10-K
           for the fiscal year ended December 31, 1992, and incorporated herein by reference).
  10.19    Amended Employment Agreement dated July 21, 1989 by and between Merchants National
           Corporation or a subsidiary and Otto N. Frenzel, III (filed as Exhibit 10(21) to
           Merchants National Corporation Annual Report of Form 10-K for the fiscal year ended
           December 31, 1987 and incorporated herein by reference).
  10.20    Split Dollar Insurance Agreement dated January 4, 1988 between Merchants National
           Corporation and Otto N. Frenzel, III Irrevocable Trust II (filed as Exhibit 10(26)
           to Merchants National Corporation Annual Report on Form 10-K for the fiscal year
           ended December 31, 1989 and incorporated herein by reference).
  10.21    Merchants National Corporation Director's Deferred Compensation Plan, as amended
           and restated August 16, 1983 (filed as Exhibit 10(3) to Merchants National
           Corporation Registration Statement as Form S-2 filed June 28, 1985, incorporated
           herein by reference).
  10.22    Merchants National Corporation Supplemental Pension Plan dated November 20, 1984;
           First Amendment to the Supplemental Pension Plans dated January 21, 1986; Second
           Amendment to the Supplemental Pension Plans dated July 3, 1989; and Third Amendment
           to the Supplemental Pension Plans dated November 21, 1990 (filed respectively as
           Exhibit 10(n) to Merchants National Corporation Annual Report on Form 10-K for the
           year ended December 31, 1984; as Exhibit 10(q) to the Merchants National
           Corporation Annual Report on Form 10-K for the year ended December 31, 1985; as
           Exhibit 10(49) to Merchants National Corporation Annual Report on Form 10-K for the
           year ended December 31, 1990; and as Exhibit 10(50) to the Merchants National
           Corporation Annual Report on Form 10-K for the year ended December 31, 1990; all
           incorporated herein by reference).
  10.23    Merchants National Corporation Employee Benefit Trust Agreement, effective July 1,
           1987 (filed as Exhibit 10(27) to Merchants National Corporation Annual Report on
           Form 10-K for the year ended December 31, 1987, incorporated herein by reference).
  10.24    Merchants National Corporation Non-qualified Stock Option Plan effective January
           20, 1987, and the First Amendment to that Merchants National Non-qualified Stock
           Option Plan, effective October 16, 1990 (filed respectively as Exhibit 10(23) to
           Merchants National Corporation Annual Report on Form 10-K for the year ended
           December 31, 1986, and as Exhibit 10(55) to Merchants National Corporation Annual
           Report on Form 10-K for the year ended December 31, 1990, both of which are
           incorporated herein by reference).
  10.25    Merchants National Corporation 1987 Non-qualified Stock Option Plan, effective
           November 17, 1987, and the First Amendment to effective October 16, 1990, (filed
           respectively as Exhibit 10(30) to Merchants National Corporation Annual Report on
           Form 10-K for the year ended December 31, 1987, and as Exhibit 10(61) to Merchants
           National Corporation Annual Report on Form 10-K for the year ended December 31,
           1990, both of which are incorporated herein by reference).
  10.26    Merchants National Corporation Directors Non-qualified Stock Option Plan and the
           First Amendment to Merchants National Corporation Directors Non-qualified Stock
           Option Plan effective October 16, 1990 (filed respectively as Exhibit 10(44) to
           Merchants National Corporation Annual Report on Form 10-K for the year ended
           December 31, 1988, and as Exhibit 10(68) to Merchants National Corporation Annual
           Report on Form 10-K for the year ended December 31, 1990, both of which are
           incorporated herein by reference).
  10.27    Central Indiana Bancorp Option Plan effective March 15, 1991 (filed as Exhibit
           10.26 to Registrant's Annual Report on Form 10-K for the fiscal year ended December
           31, 1994 and incorporated herein by reference).
</TABLE>
 
                                      II-4
<PAGE>   142
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     EXHIBIT DESCRIPTION
- -------    -----------------------------------------------------------------------------------
<C>        <S>
  10.28    Central Indiana Bancorp 1993 Option Plan effective October 12, 1993 (filed as
           Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1994 and incorporated herein by reference).
  10.29    Forms of contracts with David A. Daberko, Vincent A. DiGirolamo, William E.
           MacDonald III, Jon L. Gorney, Harold B. Todd, Jr., Robert G. Siefers, Robert J.
           Ondercik, Jeffrey D. Kelly, David L. Zoeller, Thomas A. Richlovsky, James P.
           Gulick, Gary A. Glaser, J. Christopher Graffeo, Herbert R. Martens, Jr, Robert E.
           Showalter, Thomas W. Golonski and James R. Bell (filed as Exhibit 10.29).
  10.30    Split Dollar Insurance Agreement effective January 1, 1994 between National City
           Corporation and those individuals listed in Exhibit 10.27 and other key employees.
           (filed as exhibit 10.28 to Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1994 and incorporated herein by reference).
  10.31    National City Corporation Short-Term Incentive Compensation Plan for Senior
           Officers--Corporate Results As Amended and Restated Effective January 1, 1996
           (filed as Exhibit 10.31 to Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1995 and incorporated herein by reference).
  10.32    Consulting Agreement dated as of August 27, 1995 by and between Integra Financial
           Corporation and William F. Roemer, (filed as Exhibit 10.30 to Registrant's Annual
           Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated
           herein by reference).
  10.33    Stock Option Agreement dated as of November 30, 1997 between National City
           Corporation ("Grantee") and First of America Bank Corporation ("Issuer") (filed as
           Exhibit 2.2 to Form 8-K dated December 9, 1997 and incorporated herein by
           reference).
  10.34    Stock Option Agreement dated as of November 30, 1997 between National City
           Corporation ("Issuer") and First of America Bank Corporation ("Grantee") (filed as
           Exhibit 2.3 to Form 8-K dated December 9, 1997 and incorporated herein by
           reference).
  10.35    Stock Option Agreement dated as of January 12, 1998 between National City
           Corporation ("Grantee") and Fort Wayne National Corporation ("Issuer") (filed as
           Appendix C to the Prospectus and Proxy Statement contained in this Registration
           Statement).
  11.1     Computation of Earnings per share (filed as Exhibit 11.1).
  21.1     Subsidiaries. (Filed as Exhibit 21.1).
  23.1     Consent of Ernst & Young LLP, Independent Auditors for National City Corporation
           and Fort Wayne National Corporation (filed as Exhibit 23.1).
  23.2     Consent of KPMG Peat Marwick LLP, Independent Auditors for First of America Bank
           Corporation (filed as Exhibit 23.2).
  23.3     Consent of Wachtell, Lipton, Rosen & Katz (filed as Exhibit 23.3). (to be filed
           supplementally)
  23.4     Consent of Carlton E. Langer (included in his opinion as filed as Exhibit 5.1 to
           this Registration Statement incorporated herein by reference).
  23.5     Consent of Keefe, Bruyette & Woods, Inc. (included in their opinion as filed as
           Appendix B to the Prospectus and Proxy Statement contained in this Registration
           Statement and incorporated herein by reference).
  23.6     Consent of Furash & Company (filed as Exhibit 23.6). (to be supplementally filed)
  24.1     Powers of Attorney (filed as Exhibit 24.1).
  24.2     Powers of Attorney (filed as Exhibit 24.2).
  27.1     Financial Data Schedule (filed as Exhibit 27.1 to National City Corporation's
           Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and
           incorporated herein by reference).
  99.1     Form of Proxy to be used in soliciting holders of FWNC Common for its Special
           Meeting (filed as Exhibit 99.1).
</TABLE>
 
                                      II-5
<PAGE>   143
 
ITEM 22.  UNDERTAKINGS.
 
     "The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request."
 
     "The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
 
     "The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof."
 
     "The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information."
 
          "(1) The undersigned registrant hereby undertakes as follows: that
     prior to any public reoffering of the securities registered hereunder
     through use of a prospectus which is a part of this registration statement,
     by any person or party who is deemed to be an underwriter within the
     meaning of Rule 145(c), the issuer undertakes that such reoffering
     prospectus will contain the information called for by the applicable
     registration form with respect to reofferings by persons who may be deemed
     underwriters, in addition to the information called for by the other items
     of the applicable form.
 
          (2) The registrant undertakes that every prospectus: (i) that is filed
     pursuant to paragraph (1) immediately preceding, or (ii) that purports to
     meet the requirements of Section 10(a)(3) of the Act and is used in
     connection with an offering of securities subject to rule 415, will be
     filed as a part of an amendment to the registration statement and will not
     be used until such amendment is effective, and that, for purposes of
     determining any liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to the initial bona fide offering
     thereof."
 
     "The undersigned registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof."
 
                                      II-6
<PAGE>   144
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO,
ON FEBRUARY 4, 1998.
 
                                            NATIONAL CITY CORPORATION
 
                                            By: /s/ ROBERT G. SIEFERS*
 
                                            ------------------------------------
                                            Robert G. Siefers,
                                            Vice Chairman
                                            and Chief Financial Officer
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 
<TABLE>
<CAPTION>
               SIGNATURE                                   TITLE                         DATE
- ----------------------------------------    -----------------------------------    -----------------
<S>                                         <C>                                    <C>
 
/s/ DAVID A. DABERKO*                       Chairman and Chief Executive            February 4, 1998
- ----------------------------------------    Officer, Director
David A. Daberko


- ----------------------------------------                 Director                   February 4, 1998
Sandra H. Austin
 
/s/ CHARLES H. BOWMAN*                                   Director                   February 4, 1998
- ----------------------------------------
Charles H. Bowman
 
                                                         Director                   February 4, 1998
- ----------------------------------------
Edward B. Brandon
 
/s/ JOHN G. BREEN*                                       Director                   February 4, 1998
- ----------------------------------------
John G. Breen
 
/s/ JAMES S. BROADHURST*                                 Director                   February 4, 1998
- ----------------------------------------
James S. Broadhurst
 
                                                         Director                   February 4, 1998
- ----------------------------------------
Duane E. Collins
 
/s/ DANIEL E. EVANS*                                     Director                   February 4, 1998
- ----------------------------------------
Daniel E. Evans
 
/s/ OTTO N. FRENZEL III*                                 Director                   February 4, 1998
- ----------------------------------------
Otto N. Frenzel III
 
                                                         Director                   February 4, 1998
- ----------------------------------------
Bernadine P. Healy, M.D.
 
/s/ JOSEPH H. LEMIEUX*                                   Director                   February 4, 1998
- ----------------------------------------
Joseph H. Lemieux
 
/s/ W. BRUCE LUNSFORD*                                   Director                   February 4, 1998
- ----------------------------------------
W. Bruce Lunsford
 
/s/ ROBERT A. PAUL*                                      Director                   February 4, 1998
- ----------------------------------------
Robert A. Paul
</TABLE>
 
                                      II-7
<PAGE>   145
 
<TABLE>
<CAPTION>
               SIGNATURE                                   TITLE                         DATE
- ----------------------------------------    -----------------------------------    -----------------
<S>                                         <C>                                    <C>
/s/ WILLIAM R. ROBERTSON*                                Director                   February 4, 1998
- ----------------------------------------
William R. Robertson
 
/s/ WILLIAM F. ROEMER*                                   Director                   February 4, 1998
- ----------------------------------------
William F. Roemer
 
/s/ MICHAEL A. SCHULER*                                  Director                   February 4, 1998
- ----------------------------------------
Michael A. Schuler
 
/s/ STEPHEN A. STITLE*                                   Director                   February 4, 1998
- ----------------------------------------
Stephen A. Stitle
 
/s/ MORRY WEISS*                                         Director                   February 4, 1998
- ----------------------------------------
Morry Weiss
</TABLE>
 
     *David L. Zoeller, the undersigned attorney-in-fact, by signing his name
below, does hereby sign this Registration Statement on behalf of each of the
above-indicated officers and directors of National City (constituting a majority
of the directors) pursuant to a power of attorney executed by such persons and
filed with the Securities and Exchange Commission contemporaneously herewith.
 
Dated:  February 4, 1998
 
                                            /s/ DAVID L. ZOELLER
 
                                            ------------------------------------
                                            David L. Zoeller
                                            Attorney-in-Fact
 
                                      II-8
<PAGE>   146
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                      PAGE NUMBER IN
EXHIBIT                                                                            SEQUENTIALLY NUMBERED
NUMBER                              EXHIBIT DESCRIPTION                                    COPY
- -----   ------------------------------------------------------------------------------------------------
<C>     <S>                                                                        <C>
 2.1    Agreement and Plan of Merger dated as of November 30, 1997 by and between
        National City Corporation and First of America Bank Corporation (filed as
        Exhibit 2.1 to Form 8-K dated December 9, 1997 and incorporated herein by
        reference).
 2.2    Agreement and Plan of Merger dated as of January 12, 1998 by and between
        National City Corporation and Fort Wayne National Corporation (filed as
        Appendix A to the Prospectus and Proxy Statement contained in this
        Registration Statement and incorporated herein by reference).
 3.1    Restated Certificate of Incorporation of National City Corporation, as
        amended, (filed as Exhibit 3.1 to National City Corporation's Annual Report
        on Form 10-K for the fiscal year ended December 31, 1997 and incorporated
        herein by reference).
 3.2    National City Corporation First Restatement of By-laws adopted April 27,
        1987 (As Amended through October 24, 1994) (filed as Exhibit 3.2 to
        Registrant's Form S-4 Registration Statement No. 33-56539 dated November
        18, 1994 and incorporated herein by reference).
 4.1    Instruments defining the rights of holders of certain long-term debt of
        National City and its consolidated subsidiaries are not filed as exhibits
        because the amount of debt under such instruments is less than 10% of the
        total consolidated assets of National City. National City undertakes to
        file these instruments with the Commission upon request.
 4.2    Credit Agreement dated as of February 2, 1996, by and between National City
        and the banks named therein (filed as Exhibit 4.2 to Registrant's Form S-4
        Registration Statement No. 333-01697 dated March 13, 1996 and incorporated
        herein by reference).
 4.3    Certificate of Stock Designation dated as of February 2 designating
        National City Corporation's 6% Cumulative Convertible Preferred Stock,
        Series 1, without par value, and fixing the powers, preferences, rights,
        qualifications, limitations and restrictions thereof (filed as Appendix D
        to this Registration Statement and incorporated herein by reference) in
        addition to those set forth in National City Corporation's Restated
        Certificate of Incorporation, as amended (filed as Exhibit 3.1 to National
        City Corporation's Annual Report on Form 10K for the fiscal year ended
        December 31, 1997 and incorporated herein by reference).
 5.1    Opinion of Carlton E. Langer as to the legality of the National City Common
        and the National City Preferred being registered (filed as Exhibit 5.1).
 8.1    Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax consequences of
        the Merger (filed as Exhibit 8.1). (to be filed supplementally)
10.1    National City Corporation Short Term Incentive Compensation Plan for Senior
        Officers As Amended and Restated Effective January 1, 1995. (filed as
        Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1994 and incorporated herein by reference).
10.2    National City Corporation Long Term Incentive Compensation Plan for Senior
        Officers As Amended and Restated Effective January 1, 1995. (filed as
        Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1994 and incorporated herein by reference).
10.3    National City Corporation Annual Corporate Performance Incentive Plan
        Effective January 1, 1995. (filed as Exhibit 10.21 to Registrant's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1994 and
        incorporated herein by reference).
10.4    National City Savings and Investment Plan, As Amended and Restated
        Effective July 1, 1992. (filed as Exhibit 10.24 to Registrant's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1994 and
        incorporated herein by reference).
</TABLE>
<PAGE>   147
 
<TABLE>
<CAPTION>
                                                                                      PAGE NUMBER IN
EXHIBIT                                                                            SEQUENTIALLY NUMBERED
NUMBER                              EXHIBIT DESCRIPTION                                    COPY
- -----   ------------------------------------------------------------------------------------------------
<C>     <S>                                                                        <C>
10.5    The National City Savings and Investment Plan No. 2, As Amended and
        Restated Effective January 1, 1992 (filed as Exhibit 10.25 to Registrant's
        Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and
        incorporated herein by reference).
10.6    National City Corporation's Amended and Restated 1973 Stock Option Plan, as
        amended (filed as Exhibit 10.4 to Registration Statement No. 2-91434) and
        amended 1984 Stock Option Plan (filed as Exhibit No. 10.2 to National
        City's Annual Report on Form 10-K for the fiscal year ended December 31,
        1987); both incorporated herein by reference.
10.7    National City Corporation 1989 Stock Option Plan (filed as Exhibit 10.7 to
        National City's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1989, and incorporated herein by reference).
10.8    National City Corporation's 1993 Stock Option Plan (filed as Exhibit 10.5
        to Registration Statement No. 33-49823 and incorporated herein by
        reference).
10.9    National City Corporation 150th Anniversary Stock Option Plan. (Filed as
        Exhibit 10.9 to Registration Statement No. 33-59487 and incorporated herein
        by reference).
10.10   National City Corporation 1997 Stock Option Plan (filed as Exhibit A to
        National City Corporation's Proxy Statement Form 14A #000-07229 dated
        February 19, 1997 and incorporated herein by reference).
10.11   National City Corporation Plan for Deferred Payment of Directors' Fees, as
        amended (filed as Exhibit 10.5 to Registration Statement No. 2-914334 and
        incorporated herein by reference).
10.12   National City Corporation Supplemental Executive Retirement Plan, as
        Amended and Restated Effective January 1, 1997 (filed as Exhibit 10.12).
10.13   National City Corporation Executive Savings Plan As Amended and Restated
        Effective January 1, 1995 (filed as Exhibit 10.9 to National City's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1994, and
        incorporated herein by reference).
10.14   National City Corporation Amended and Second Restated 1991 Restricted Stock
        Plan (filed as Exhibit 10.9 to Registration Statement No. 33-49823 and
        incorporated herein by reference).
10.15   National City Corporation 1997 Restricted Stock Plan (filed as Exhibit B to
        National City Corporation's Proxy Statement Form 14A #000-07229 dated
        February 19, 1997 and incorporated herein by reference).
10.16   First Kentucky National Corporation 1985 Stock Option Plan (filed as
        Exhibit 10.2 to First Kentucky National Corporation's Annual Report on Form
        10-K for the fiscal year ended December 31, 1987, and incorporated herein
        by reference).
10.17   First Kentucky National Corporation 1982 Stock Option Plan (filed as
        Exhibit 10.3 to First Kentucky National Corporation's Annual Report on Form
        10-K for the fiscal year ended December 31, 1987, and incorporated herein
        by reference).
10.18   Form of grant made under National City Corporation 1991 Restricted Stock
        Plan made in connection with National City Corporation Supplemental
        Executive Retirement Plan as amended (filed as Exhibit 10.10 to National
        City's Annual Report on Form 10-K for the fiscal year ended December 31,
        1992, and incorporated herein by reference).
10.19   Amended Employment Agreement dated July 21, 1989 by and between Merchants
        National Corporation or a subsidiary and Otto N. Frenzel, III (filed as
        Exhibit 10(21) to Merchants National Corporation Annual Report of Form 10-K
        for the fiscal year ended December 31, 1987 and incorporated herein by
        reference).
</TABLE>
<PAGE>   148
 
<TABLE>
<CAPTION>
                                                                                      PAGE NUMBER IN
EXHIBIT                                                                            SEQUENTIALLY NUMBERED
NUMBER                              EXHIBIT DESCRIPTION                                    COPY
- -----   ------------------------------------------------------------------------------------------------
<C>     <S>                                                                        <C>
10.20   Split Dollar Insurance Agreement dated January 4, 1988 between Merchants
        National Corporation and Otto N. Frenzel, III Irrevocable Trust II (filed
        as Exhibit 10(26) to Merchants National Corporation Annual Report on Form
        10-K for the fiscal year ended December 31, 1989 and incorporated herein by
        reference).
10.21   Merchants National Corporation Director's Deferred Compensation Plan, as
        amended and restated August 16, 1983 (filed as Exhibit 10(3) to Merchants
        National Corporation Registration Statement as Form S-2 filed June 28,
        1985, incorporated herein by reference).
10.22   Merchants National Corporation Supplemental Pension Plan dated November 20,
        1984; First Amendment to the Supplemental Pension Plans dated January 21,
        1986; Second Amendment to the Supplemental Pension Plans dated July 3,
        1989; and Third Amendment to the Supplemental Pension Plans dated November
        21, 1990 (filed respectively as Exhibit 10(n) to Merchants National
        Corporation Annual Report on Form 10-K for the year ended December 31,
        1984; as Exhibit 10(q) to the Merchants National Corporation Annual Report
        on Form 10-K for the year ended December 31, 1985; as Exhibit 10(49) to
        Merchants National Corporation Annual Report on Form 10-K for the year
        ended December 31, 1990; and as Exhibit 10(50) to the Merchants National
        Corporation Annual Report on Form 10-K for the year ended December 31,
        1990; all incorporated herein by reference).
10.23   Merchants National Corporation Employee Benefit Trust Agreement, effective
        July 1, 1987 (filed as Exhibit 10(27) to Merchants National Corporation
        Annual Report on Form 10-K for the year ended December 31, 1987,
        incorporated herein by reference).
10.24   Merchants National Corporation Non-qualified Stock Option Plan effective
        January 20, 1987, and the First Amendment to that Merchants National
        Non-qualified Stock Option Plan, effective October 16, 1990 (filed
        respectively as Exhibit 10(23) to Merchants National Corporation Annual
        Report on Form 10-K for the year ended December 31, 1986, and as Exhibit
        10(55) to Merchants National Corporation Annual Report on Form 10-K for the
        year ended December 31, 1990, both of which are incorporated herein by
        reference).
10.25   Merchants National Corporation 1987 Non-qualified Stock Option Plan,
        effective November 17, 1987, and the First Amendment to effective October
        16, 1990, (filed respectively as Exhibit 10(30) to Merchants National
        Corporation Annual Report on Form 10-K for the year ended December 31,
        1987, and as Exhibit 10(61) to Merchants National Corporation Annual Report
        on Form 10-K for the year ended December 31, 1990, both of which are
        incorporated herein by reference).
10.26   Merchants National Corporation Directors Non-qualified Stock Option Plan
        and the First Amendment to Merchants National Corporation Directors
        Non-qualified Stock Option Plan effective October 16, 1990 (filed
        respectively as Exhibit 10(44) to Merchants National Corporation Annual
        Report on Form 10-K for the year ended December 31, 1988, and as Exhibit
        10(68) to Merchants National Corporation Annual Report on Form 10-K for the
        year ended December 31, 1990, both of which are incorporated herein by
        reference).
10.27   Central Indiana Bancorp Option Plan effective March 15, 1991 (filed as
        Exhibit 10.26 to Registrant's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1994 and incorporated herein by reference).
10.28   Central Indiana Bancorp 1993 Option Plan effective October 12, 1993 (filed
        as Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1994 and incorporated herein by reference).
10.29   Forms of contracts with David A. Daberko, Vincent A. DiGirolamo, William E.
        MacDonald III, Jon L. Gorney, Harold B. Todd, Jr., Robert G. Siefers,
        Robert J. Ondercik, Jeffrey D. Kelly, David L. Zoeller, Thomas A.
        Richlovsky, James P. Gulick, Gary A. Glaser, J. Christopher Graffeo,
        Herbert R. Martens, Jr, Robert E. Showalter, Thomas W. Golonski and James
        R. Bell (filed as Exhibit 10.29).
</TABLE>
<PAGE>   149
 
<TABLE>
<CAPTION>
                                                                                      PAGE NUMBER IN
EXHIBIT                                                                            SEQUENTIALLY NUMBERED
NUMBER                              EXHIBIT DESCRIPTION                                    COPY
- -----   ------------------------------------------------------------------------------------------------
<C>     <S>                                                                        <C>
10.30   Split Dollar Insurance Agreement effective January 1, 1994 between National
        City Corporation and those individuals listed in Exhibit 10.27 and other
        key employees. (filed as exhibit 10.28 to Registrant's Annual Report on
        Form 10-K for the fiscal year ended December 31, 1994 and incorporated
        herein by reference).
10.31   National City Corporation Short-Term Incentive Compensation Plan for Senior
        Officers--Corporate Results As Amended and Restated Effective January 1,
        1996 (filed as Exhibit 10.31 to Registrant's Annual Report on Form 10-K for
        the fiscal year ended December 31, 1995 and incorporated herein by
        reference).
10.32   Consulting Agreement dated as of August 27, 1995 by and between Integra
        Financial Corporation and William F. Roemer, (filed as Exhibit 10.30 to
        Registrant's Annual Report on Form 10-K for the fiscal year ended December
        31, 1996 and incorporated herein by reference).
10.33   Stock Option Agreement dated as of November 30, 1997 between National City
        Corporation ("Grantee") and First of America Bank Corporation ("Issuer")
        (filed as Exhibit 2.2 to Form 8-K dated December 9, 1997 and incorporated
        herein by reference).
10.34   Stock Option Agreement dated as of November 30, 1997 between National City
        Corporation ("Issuer") and First of America Bank Corporation ("Grantee")
        (filed as Exhibit 2.3 to Form 8-K dated December 9, 1997 and incorporated
        herein by reference).
10.35   Stock Option Agreement dated as of January 12, 1998 between National City
        Corporation ("Grantee") and Fort Wayne National Corporation ("Issuer")
        (filed as Appendix C to the Prospectus and Proxy Statement contained in
        this Registration Statement).
11.1    Computation of Earnings per share (filed as Exhibit 11.1).
21.1    Subsidiaries. (Filed as Exhibit 21.1).
23.1    Consent of Ernst & Young LLP, Independent Auditors for National City
        Corporation and Fort Wayne National Corporation (filed as Exhibit 23.1).
23.2    Consent of KPMG Peat Marwick LLP, Independent Auditors for First of America
        Bank Corporation (filed as Exhibit 23.2).
23.3    Consent of Wachtell, Lipton, Rosen & Katz (filed as Exhibit 23.3). (to be
        filed supplementally)
23.4    Consent of Carlton E. Langer (included in his opinion as filed as Exhibit
        5.1 to this Registration Statement incorporated herein by reference).
23.5    Consent of Keefe, Bruyette & Woods, Inc. (included in their opinion as
        filed as Appendix B to the Prospectus and Proxy Statement contained in this
        Registration Statement and incorporated herein by reference).
23.6    Consent of Furash & Company (filed as Exhibit 23.6). (to be supplementally
        filed)
24.1    Powers of Attorney (filed as Exhibit 24.1).
24.2    Powers of Attorney (filed as Exhibit 24.2).
27.1    Financial Data Schedule (filed as Exhibit 27.1 to National City
        Corporation's Annual Report on Form 10-K for the fiscal year ended December
        31, 1997 and incorporated herein by reference).
99.1    Form of Proxy to be used in soliciting holders of FWNC Common for its
        Special Meeting (filed as Exhibit 99.1).
</TABLE>

<PAGE>   1
                                                                    Exhibit 5.1


                               February 4, 1998

National City Corporation
1900 East Ninth Street
Cleveland, OH 44114

Re:     Shares of Common Stock, par value $4.00 per share and shares of
        Preferred Stock without par value of National City Corporation
        to be Registered in connection with the Merger of Fort Wayne
        National Corporation, Inc. with and into National City Corporation

Gentlemen:

        The Law Department acts as counsel to National City Corporation 
("National City") and in connection with the transaction contemplated under the
Merger Agreement as hereinafter defined, we are delivering this opinion in
connection with the Merger (the "Merger") of Fort Wayne National Corporation
("FWNC") with and into National City in accordance with the Agreement and Plan
of Merger, dated as of January 12, 1998 (the "Merger Agreement"), by and between
Fort Wayne National Corporation and National City, pursuant to which National
City may issue and deliver up to 13,541,188 shares of its common stock, par
value $4.00 per share (the "Common Shares") and 739,976 shares of its preferred
stock without par value (the "Preferred Shares" and together with the Common
Shares, the "Shares").

        We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon we are of the
opinion that the Shares which may be exchanged will be, when
exchanged or transferred, validly issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion as to the Registration
Statement on Form S-4 filed by National City to effect registration of the
Common Shares and the Prefererd Stock without par value, of National City in
connection with the Merger under the Securities Act of 1933, and to the
reference to us under the caption "SUMMARY--Opinion of Financial Advisor" and
"MERGER--Opinion of Financial Advisor" in the prospectus comprising a part of
such Registration Statement.


                                        Very truly yours,

                                        /s/ Carlton E. Langer

                                        National City Corporation
                                        Carlton E. Langer
                                        Assistant General Counsel



<PAGE>   1
                                                                   Exhibit 10.12

                            NATIONAL CITY CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                    (as Amended And Restated January 1, 1997)
                    -----------------------------------------

                       ARTICLE 1. THE PLAN AND ITS PURPOSE
                       -----------------------------------

         1.1 AMENDMENT AND RESTATEMENT OF THE PLAN. The following are the
provisions of the National City Corporation Supplemental Executive Retirement
Plan (herein referred to as the "SERP") effective as of January 1, 1997 (herein
referred to as the "Effective Date"), which is an amendment and restatement of
the SERP which was in effect prior thereto. The SERP as amended and restated
herein is effective as of the Effective Date with respect to certain employees
who retire, become disabled, die or otherwise terminate employment on or after
the Effective Date. Benefits with respect to Employees who retired, became
disabled, died or otherwise terminated employment prior to the Effective Date
shall be governed by the provisions of relevant plans in effect on the date of
such death, disability, retirement or other termination, and not by the
provisions of the SERP.

         1.2 PURPOSE. The purpose of the SERP is to provide for the payment of
certain pension, disability and survivor benefits in addition to benefits which
may be payable under other plans of the Corporation. The Corporation intends and
desires by the provisions of the SERP to recognize the value to the Corporation
of the past and present service of employees covered by the SERP and to
encourage and assure their continued service to the Corporation by making more
adequate provision for their future security than other plans of the Corporation
provide.

         1.3 OPERATION OF THE SERP. The SERP shall be administered by the
Compensation and Organization Committee of the Board of Directors of the
Corporation.


<PAGE>   2


                             ARTICLE 2. DEFINITIONS
                             ----------------------

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

                  (a) "Accrued Benefit" as of any time means the benefit to be
provided an Participant pursuant to the SERP which has accrued to such time
under the SERP, determined in the same manner as an individual's accrued benefit
pursuant to the NC Retirement Plan is determined at such time. In addition,
"Accrued Benefit" shall include the right to receive, where applicable, any
Additional Payment which would otherwise be payable to a SERP Retiree pursuant
to Section 4.5 of the SERP. Accrued Benefits are to be determined by the
Actuary.

                  (b) "Actuarially Equivalent Benefit" means the actuarially
equivalent benefit determined under the SERP using (i) the UP-1984 Mortality
Table (with a one-year setback for employees and a two-year setback for
beneficiaries) and (ii) the lowest of (a) the interest rates utilized by the
Pension Benefit Guaranty Corporation in effect on the date as of which a lump
sum determination is made hereunder, (b) the interest rates utilized by the
Pension Benefit Guaranty Corporation in effect on 90th day prior to the date as
of which a lump sum determination is made hereunder, or (c) the average of the
interest rates utilized by the Pension Benefit Guaranty Corporation for the 12
month period ending 6 calendar months prior to the date as of which a lump sum
determination is made hereunder, or (iii) an interest rate of 7% for all other
purposes.

                  (c) "Actuary" means the independent actuary or firm of
actuaries engaged by the Corporation to perform actuarial services with respect
to the NC Retirement Plan.

                  (d) "Additional Payment" see Section 4.5.

                  (e) "Age" means a person's actual age calculated in years and
whole calendar months.


                                      -2-
<PAGE>   3

                  (f) "Award" means a Participant's award(s), if any, under
either or both of (1) the NC Short Term Incentive Compensation Plan as in effect
from time to time, and (2) the NC Annual Corporate Performance Incentive Plan as
in effect from time to time.

                  (g) "Base Pay" means a Participant's Base Pay as determined
under the NC Retirement Plan as in effect from time to time.

                  (h) "Change in Control" see Section 12.2.

                  (i) "Committee" means the Compensation and Organization
Committee of the Board of Directors of the Corporation or any successor
committee of the board operating as the Committee under the SERP.

                  (j) "Corporation" means National City Corporation, a Delaware
corporation, and any successor corporation.

                  (k) "Deemed Taxable Amount" see Paragraph 4.5(a).

                  (l) "Disability" shall mean permanent disability as defined by
the provisions of the NC Long Term Disability Plan.

                  (m) "Earnings" means a Participant's Earnings as determined
under the NC Retirement Plan as in effect from time to time.

                  (n) "Effective Date" see Section 1.1.

                  (o) "Employee" shall mean an individual employed with an
Employer on a regular, active and full-time salaried basis

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

                  (q) "FICA" means the Federal Insurance Contributions Act.

                  (r) "Final Average Earnings" means Final Average Earnings as
determined under the NC Retirement Plan as in effect from time to time.

                  (s) "Final Average Total Earnings" means a Participant's Final
Average Earnings as determined under the NC Retirement Plan as in effect from
time to time, provided however, that there shall be added into the Participant's
Earnings the average amount of the 


                                      -3-
<PAGE>   4

Participant's five (5) largest (not necessarily consecutive) Total Awards for
any of the ten (10) calendar years completed immediately prior to the date of
the determination. Final Average Total Earnings shall be used in the calculation
of the SERP Retirement Benefit and the SERP Surviving Spouse Benefit.

                  (t) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended and in effect from time to time.

                  (u) "NC Annual Corporate Performance Incentive Plan" means the
National City Corporation Annual Corporate Performance Incentive Plan as in
effect from time to time and any successor short term incentive compensation
plan, with any amendment(s) thereto effective as of the effective date(s) of
such amendment(s), and the same is hereby specifically referred to and shall
form a part of the SERP as fully as if set forth in an exhibit to the SERP.

                  (v) "NC Long Term Disability Plan" means the National City
Long-Term Disability Plan as in effect from time to time and any successor
disability plan, with any amendment(s) thereto from time to time, effective as
of the effective date(s) of such amendment(s), and the same is hereby
specifically referred to and shall form a part of the SERP as fully as if set
forth in an exhibit to the SERP.

                  (w) "NC Retirement Plan" means the National City
Non-Contributory Retirement Plan as in effect from time to time and any
successor retirement plan, with any amendment(s) thereto from time to time,
effective as of the effective date(s) of such amendment(s), and the same is
hereby specifically referred to and shall form a part of the SERP as fully as if
set forth in an exhibit to the SERP.

                  (x) "NC Short Term Incentive Compensation Plan" means the
National City Corporation Short-Term Incentive Compensation Plan for Senior
Officers as in effect from time to time and any successor retirement plan, with
any amendment(s) thereto from time to time, effective as of the effective
date(s) of such amendment(s), and the same is hereby specifically referred to
and shall form a part of the SERP as fully as if set forth in an exhibit to the
SERP.



                                      -4-
<PAGE>   5

                  (y) "Normal Retirement Age" means the earlier of age 65, or
age 62 with 20 or more years of Vesting Service under the NC Retirement Plan.

                  (z) "Participant" means an Employee who is selected from time
to time by the Committee pursuant to Article 3 of the SERP for participation in
one or more of the benefits under the SERP (or a portion of the SERP).

                  (aa) "Plans" means the NC Retirement Plan and the NC Long Term
Disability Plan as in effect from time to time.

                  (bb) "Payments" see Section 4.5.

                  (cc) "Regulation" or "Regulations" means any federal statute
or rule or regulation of the Internal Revenue Service, the United States
Department of Labor or any other division, department or agency of the United
States Government.

                  (dd) "SERP" means the Supplemental Executive Retirement Plan
as effective on and after the Effective Date.

                  (ee) "SERP Base Pay" means the Participant's Base Pay as
determined under the NC Retirement Plan as in effect from time to time,
determined as of the date of Long Term Disability, provided however, that the
limitations of Sections 18.6, 18.7, 18.8 and 18.8A of the NC Retirement Plan and
similar limitations upon retirement benefits resulting from restrictions imposed
by the Internal Revenue Code or Regulations thereunder shall not apply. SERP
Base Pay shall be used in the calculation of the SERP Long Term Disability
Benefit.

                  (ff) "SERP Disability Benefit" means the benefit provided for
by Article 6 of the SERP.

                  (gg) "SERP Early Retirement Benefit" means the early
retirement benefit provided for by Section 4.3 of the SERP.

                  (hh) "SERP Later Retirement Benefit" means the later
retirement benefit provided for by Section 4.3 of the SERP.

                  (ii) "SERP Normal Retirement Benefit" means the benefit
provided for by Section 4.2 of the SERP.



                                      -5-
<PAGE>   6

                  (jj) "SERP Offset Program" means a program or combination of
programs designated by the Committee to be a SERP Offset Program with respect to
one or more benefits otherwise provided by the SERP, as determined by the
Committee.

                  (kk) "SERP Retiree" means a Participant who has become
eligible for a SERP Retirement Benefit or who would become eligible for such a
benefit except for the existence of a SERP Offset Program.

                  (ll) "SERP Retirement Benefit" means the benefit provided for
by Section 4.1 of the SERP.

                  (mm) "SERP Surviving Spouse Benefit" means the benefit
provided for by Article 5 of the SERP.

                  (nn) "Social Security Disability Benefits" means the amount
which a Participant would be entitled to receive from the United States Social
Security System upon proper application therefor, as disability benefits under
such System, and in the event the Participant declines or fails to apply for any
such benefit, such term shall also include all such amounts which would be
payable if application were made.

                  (oo) "Social Security Retirement Benefits" means the estimated
United States Social Security old age retirement benefit which the Participant
would be entitled to under the United States Social Security laws upon proper
application therefor as of the first of the following two dates: (A) the date
the Participant retires under the NC Retirement Plan, provided he is entitled to
receive such a Social Security Retirement Benefit commencing at such time, and
if not so entitled at such time, the earliest date thereafter when he becomes so
entitled, or (B) the Participant's age 65.

                  (pp) "Social Security Surviving Spouse Benefits" means the
amount which a surviving spouse would be entitled to receive from the United
States Social Security System upon proper application therefor, based upon the
earnings of the Participant survived by the surviving spouse, unreduced as a
consequence of any earnings received by the surviving spouse, and not increased
by any payment made on account of or with respect to any minor or other


                                      -6-
<PAGE>   7

dependent, and in the event the surviving spouse declines or fails to apply for
any such benefit, such term shall also include all such amounts which would be
payable if application were made.

                  (qq) "Total Awards" for any calendar year shall mean the total
of the Participant's Awards for such year, if any, under the NC Short Term
Incentive Compensation Plan and the NC Annual Corporate Performance Incentive
Plan.

                  (rr) "Vesting Event" means the earliest of the following dates
with respect to a Participant or surviving spouse:

                           (1) the date the Participant has attained age
                  fifty-five (55) and has executed a confidentiality and
                  non-competition agreement substantially in form as Exhibit A
                  attached to the SERP,

                           (2) the date any benefit is in payment status
                  hereunder, and

                           (3) the Effective Date of a Change in Control.

                  (ss) "Vesting Service" means Vesting Service as determined
under the NC Retirement Plan as in effect from time to time.

                    ARTICLE 3. ELIGIBILITY AND PARTICIPATION
                    ----------------------------------------

         3.1 ELIGIBILITY. The eligibility for benefits under the SERP shall be
limited to management and highly-compensated Employees. The Committee may, from
time to time and in its discretion designate certain Employees of the
Corporation or its subsidiaries to be eligible for one or more of the benefits
under the SERP, but not eligible for the remainder of such benefits.

         3.2 REMOVAL FROM PARTICIPATION. The Committee may, from time to time
and in its discretion, remove any employee from the list of Participants,
provided such removal shall be effective only upon communication thereof in
writing to the Participant prior to the earlier to occur of the following dates:
(1) the date of the Participant's death, disability, or retirement, whichever
first occurs, and (2) the date of the Committee's approval of the Participant's
Early Retirement as provided for in Article 4 hereof, and provided further that
in the event such removal takes place after a Vesting Event, such removal shall
not serve to reduce any 


                                      -7-
<PAGE>   8

Participant's Accrued Benefit. Upon a removal of a Participant prior to the
occurrence of a Vesting Event he or she shall no longer be a Participant in the
SERP.

                       ARTICLE 4. SERP RETIREMENT BENEFIT
                       ----------------------------------

         4.1 SERP RETIREMENT BENEFITS. "SERP Retirement Benefits" constitute the
SERP Normal Retirement Benefit, the SERP Early Retirement Benefit and the SERP
Later Retirement Benefit provided for by this Article 4.

         4.2 ELIGIBILITY FOR SERP NORMAL RETIREMENT BENEFIT. Each Participant
becomes eligible for a SERP Normal Retirement Benefit upon attaining the Normal
Retirement Age.

         4.3 ELIGIBILITY FOR EARLY OR LATER RETIREMENT BENEFIT.

                  (a) ELIGIBILITY. A Participant may become eligible for a SERP
Early Retirement Benefit prior to attainment of age 62, or may continue in
employment after age 65 and thus become eligible for a SERP Later Retirement
Benefit, but only upon the approval of the Committee, acting in its discretion.

                  (b) AMOUNT OF BENEFIT. The amount of the SERP Early Retirement
Benefit and the SERP Later Retirement Benefit shall be determined pursuant to
Section 4.4 below, provided; however, that the Committee, acting in its
discretion, may approve, as the SERP Early Retirement Benefit for a Participant,
an immediate benefit which is unreduced as a consequence of its early
commencement, notwithstanding the provisions of the NC Retirement Plan or
Section 4.4(a)(3) of this Plan.

         4.4 SERP RETIREMENT BENEFIT. The annual SERP Retirement Benefit shall
be equal to

                  (a) the annual retirement benefit determined for the
         Participant at the time under the provisions of the NC Retirement Plan,
         provided, however, that (1) the limitations of Sections 18.6, 18.7,
         18.8 and 18.8A of the NC Retirement Plan and similar limitations upon
         retirement benefits resulting from restrictions imposed by the Internal
         Revenue Code or Regulations thereunder shall not apply, (2) there shall
         be substituted for the Participant's Final Average Earnings the
         Participant's Final Average Total Earnings, and (3) in the case of a
         Participant receiving a SERP Early 


                                      -8-
<PAGE>   9

         Retirement Benefit, there shall be substituted for the early retirement
         reduction factors set forth in Section 5.3 of the NC Retirement Plan
         the actuarial reduction percentages set forth in Table A at the end
         hereof based upon the Participant's Age and completed whole years of
         Vesting Service, with Age being interpolated to the nearest month in a
         manner determined by the Committee.

      LESS
      ----

                  (b) the total of

                           (1) the annual retirement benefit payable with
                  respect to the Participant pursuant to the NC Retirement Plan,

                           (2) the annual retirement benefit (or Actuarially
                  Equivalent Benefit, as determined by the Actuary) payable with
                  respect to the Participant pursuant to any program designated
                  by the Committee to serve as a SERP Offset Program, and

                           (3) during the first five years of payment of any
                  SERP benefits, the amount of the payments, if any, made from
                  time to time by the Employer of the Participant's portion of
                  FICA taxes pursuant to Section 7.3 of the SERP ("FICA
                  Payment") divided by five (with the consequent loss to the
                  Employer in the event the benefits cease before the end of the
                  five year period), and provided further, that to the extent
                  the Participant's benefit under the SERP is distributed in
                  whole or in part by lump sum payment, the FICA Payment shall
                  be deducted from such lump sum payment (to zero, if such be
                  the case) and any FICA Payment not so reimbursed shall be
                  divided equally among the benefit payments scheduled over the
                  next five years.

         4.5 PAYMENT OF SERP RETIREMENT BENEFIT. The SERP Retirement Benefit
shall be payable pursuant to the same optional forms as are permitted to be
elected under the NC Retirement Plan, provided however, that (1) the form and
method of payment is subject to the approval of the Committee, acting in its
discretion, (2) there shall be no requirement for consent 


                                      -9-
<PAGE>   10

of Participant's spouse for any election to be effective under the SERP, (3) a
lump sum payment of an Actuarially Equivalent Benefit (or a portion thereof), as
determined by the Actuary, may be made at the election of the Committee acting
in its discretion, and (4) the Committee in its discretion may select a
combination of methods of payment of the SERP Retirement Benefit.

         In the event a lump sum payment of an Actuarially Equivalent Benefit
(or a portion thereof) is made either (1) pursuant to the preceding paragraph of
this Section 4.5 or (2) pursuant to a SERP Offset Program, or both (the total of
such payments being herein called "Payments"), the SERP shall pay an additional
payment ("Additional Payment") to the SERP Retiree determined as follows:

         (a) Subtract (x) from (y) where (x) equals an amount determined by
multiplying an amount ("Deemed Taxable Amount") equal to the amount of the
Payments less the threshold amount applicable to the maximum marginal federal
income tax rate in effect for the tax year of the Payments, by the average of
the maximum marginal federal income tax rates in effect for the five (5) tax
years immediately preceding the tax year of the Payments, and (y) equals an
amount determined by multiplying the Deemed Taxable Amount by the maximum
marginal federal income tax rate in effect for the tax year of the Payments, and
then

         (b) Divide the difference obtained pursuant to (a) above by 1 minus the
maximum marginal federal income tax rate in effect for the tax year of the
Payments.

         In determining the Additional Payment the marital status of the SERP
Retiree at the time of the Payments shall be deemed to have been his or her
marital status at all relevant times.

                    ARTICLE 5. SERP SURVIVING SPOUSE BENEFIT
                    ----------------------------------------

         5.1 ELIGIBILITY FOR SERP SURVIVING SPOUSE BENEFIT. In the event a SERP
Participant dies prior to retirement, there shall be annual amount payable to
the Participant's surviving spouse, if any, a SERP Surviving Spouse Benefit
which is equal to:

                  (a) 35% of the Participant's Final Average Total Earnings at
         the time of the Participant's death, provided, however, that the
         limitations of Sections 18.6, 18.7, 18.8 and 18.8A of the NC Retirement
         Plan and similar limitations upon retirement 


                                      -10-
<PAGE>   11

         benefits resulting from restrictions imposed by the Internal Revenue
         Code or Regulations thereunder shall not apply,

      LESS
      ----

                  (b) the total of

                           (1) the annual amount payable as a surviving spouse
                  benefit (or Actuarially Equivalent Benefit, as determined by
                  the Actuary) with respect to the Participant pursuant to the
                  NC Retirement Plan,

                           (2) the annual amount payable with respect to the
                  Participant as a Social Security Surviving Spouse Benefit,

                           (3) the annual amount payable as a surviving spouse
                  benefit (or Actuarially Equivalent Benefit, as determined by
                  the Actuary) with respect to the Participant pursuant to any
                  program designated by the Committee to serve as a SERP Offset
                  Program, and

                           (4) during the first five years of payment of any
                     SERP benefits, the amount of the payments, if any, made
                     from time to time by the Employer of the Participant's
                     portion of FICA taxes pursuant to Section 7.3 of the SERP
                     ("FICA Payment") divided by five (with the consequent loss
                     to the Employer in the event the benefits cease before the
                     end of the five year period), and provided further, that to
                     the extent the Participant's benefit under the SERP is
                     distributed in whole or in part by lump sum payment, the
                     FICA Payment shall be deducted from such lump sum payment
                     (to zero, if such be the case) and any FICA Payment not so
                     reimbursed shall be divided equally among the benefit
                     payments scheduled over the next five years.

         5.2 BENEFICIARY OF SERP SURVIVING SPOUSE BENEFIT. The beneficiary of
the SERP Surviving Spouse Benefit shall be limited to the surviving spouse of
the deceased Participant at the time of such Participant's death and the estate
of such surviving spouse in the event of the surviving spouse's death prior to
receipt of a lump sum payment thereof if such method of 


                                      -11-
<PAGE>   12

payment was previously elected by the Committee, acting in its discretion, prior
to the death of such surviving spouse.

         5.3 RETIREMENT BY PARTICIPANT ELIMINATES SERP SURVIVING SPOUSE BENEFIT.
In all cases a retirement under the SERP by the Participant shall eliminate the
SERP Surviving Spouse Benefit.

         5.4 METHOD OF PAYMENT OF SERP SURVIVING SPOUSE BENEFIT. The SERP
Surviving Spouse Benefit shall be payable in the same manner as the Surviving
Spouse Benefit under the NC Retirement Plan is paid, provided however, that in
the discretion of the Committee (1) such benefit (or a portion thereof) may be
paid in a lump sum payment of an Actuarially Equivalent Benefit, as determined
by the Actuary, and (2) the Committee in its discretion may select a combination
of methods of payment of the SERP Surviving Spouse Benefit.

                       ARTICLE 6. SERP DISABILITY BENEFIT
                       ----------------------------------

         6.1 ELIGIBILITY FOR SERP DISABILITY BENEFIT. In the event a SERP
Participant suffers a Disability prior to retirement a SERP Disability Benefit
shall be payable.

         6.2 AMOUNT OF SERP DISABILITY BENEFIT. The annual SERP Disability
Benefit shall be equal to

         (a) the greater of

                  (1) 60% of the Participant's SERP Base Pay at the time of the
         Disability, or

                  (2) 50% of the sum of the Participant's

                           (A) SERP Base Pay at the time of Disability, plus

                           (B) the average of the amounts of the Total Awards,
                  if any, for the calendar year ended prior to the Disability
                  and the year prior thereto,

         determined at the time of the Disability,

      LESS
      ----

         (b) the sum of



                                      -12-
<PAGE>   13

                  (1) the annual amount of the benefit (or Actuarially
         Equivalent Benefit, as determined by the Actuary) payable to the
         Participant under the NC Long Term Disability Plan,

                  (2) the annual amount of benefit payable to the Participant as
         Social Security Disability Benefit,

                  (3) the annual amount of disability benefit (or Actuarially
         Equivalent Benefit, as determined by the Actuary) payable to the
         Participant pursuant to any program designated by the Committee to
         serve as a SERP Offset Program, and

                  (4) during the first five years of payment of any SERP
            benefits, the amount of the payments, if any, made from time to time
            by the Employer of the Participant's portion of FICA taxes pursuant
            to Section 7.3 of the SERP ("FICA Payment") divided by five (with
            the consequent loss to the Employer in the event the benefits cease
            before the end of the five year period), and provided further, that
            to the extent the Participant's benefit under the SERP is
            distributed in whole or in part by lump sum payment, the FICA
            Payment shall be deducted from such lump sum payment (to zero, if
            such be the case) and any FICA Payment not so reimbursed shall be
            divided equally among the benefit payments scheduled over the next
            five years.

         6.3 FORM OF PAYMENT OF SERP DISABILITY BENEFIT. The SERP Disability
Benefit shall be payable monthly, quarterly or annually as determined by the
Committee, acting in its discretion, provided however, that the Committee may
determine (1) that the same (or a portion thereof) shall be payable in a lump
sum payment of an Actuarially Equivalent Benefit, as determined by the Actuary,
and (2) the Committee in its discretion may select a combination of methods of
payment of the SERP Disability Benefit.

                            ARTICLE 7. MISCELLANEOUS
                            ------------------------

         7.1 PAYMENT OF BENEFITS. Benefits hereunder shall be paid by the
Corporation from its general assets, and shall not be paid from any trust fund
established pursuant to any one or more 


                                      -13-
<PAGE>   14

of the Corporation's qualified retirement plans or the NC Long Term Disability
Plan. All other provisions of the Plans relating to the payment of benefits,
including but not limited to the dates of first and last payment of any benefits
and the normal and optional forms of benefit payment, shall apply to the payment
of benefits hereunder, except as otherwise specifically provided herein.

         7.2 ADMINISTRATION. Except as herein provided, the SERP shall be
administered by the Committee which shall administer it in a manner consistent
with the administration of the Plans, except that the SERP shall be administered
as an unfunded plan which is not intended to meet the qualification requirements
of Section 401 of the Internal Revenue Code. The Committee shall have full power
and authority to interpret, construe and administer the SERP and the Committee's
interpretations and construction hereof, and actions hereunder, including the
timing, form, amount or recipient of any payment to be made hereunder, shall be
binding and conclusive on all persons for all purposes. No member of the
Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of the SERP unless
attributable to his or her own willful misconduct or lack of good faith.

         7.3 CORPORATION'S POTENTIAL PAYMENT OF FICA TAX. The Corporation may,
in its discretion, pay, for and on behalf of a Participant, the amount, if any,
of such Participant's portion of any FICA taxes which may accrue and become
payable during the Participant's employment which results from such
Participant's Accrued Benefit, and the amount of any such payments(s) by the
Employer (without interest) shall serve to reduce such Participant's benefits
under this SERP, to the extent as is otherwise provided in the SERP.

         7.4 PARTICIPANTS' RIGHTS; SURVIVING SPOUSES' RIGHTS. Except as
otherwise specifically provided, neither a Participant nor a surviving spouse
has rights under the SERP. It is specifically intended that no benefits shall be
payable under the SERP to a Participant or his or her surviving spouse or
beneficiary prior to the Participant's retirement either after attainment of
Normal Retirement Age or, upon Committee approval in accordance with the
provisions of Section 4 hereof, at an earlier age, EXCEPTING ONLY (a) disability
benefits, if applicable, (b) 


                                      -14-
<PAGE>   15

Surviving Spouse Benefits in the event of the death of the Participant prior to
retirement, and (c) the payment of benefits after the occurrence of a Vesting
Event with respect to the Participant. No Participant or his or her surviving
spouse or beneficiary shall have any title to or beneficial ownership in any
assets of the Corporation as a result of the SERP or its benefits.

         7.5 TIMING OF PAYMENTS HEREUNDER. Notwithstanding any other provision
of the SERP, the Committee may, in its discretion, determine that benefits under
the SERP may be made at any time prior to Normal Retirement Age or retirement,
whichever first occurs.

                        ARTICLE 8. AMENDMENT; TERMINATION
                        ---------------------------------

         The Corporation expects to continue the SERP indefinitely, but reserves
the right, by action of the Committee, to amend it from time to time, or to
discontinue it if such a change or discontinuance is deemed necessary or
desirable. However, if the SERP should be amended or discontinued, the
Corporation shall remain obligated for benefits under the SERP with respect to
Participants and surviving spouses whose benefits are in payment status at the
time of such action, with respect to any other Participants who have attained
Normal Retirement Age as of the date of such action, and, with respect to
Accrued Benefits, with respect to any other Participant as to whom a Vesting
Event has occurred.

                            ARTICLE 9. UNFUNDED PLAN
                            ------------------------

         PLAN NOT FUNDED. The SERP is an unfunded plan and its benefits are
payable solely from the general assets of the Corporation.

                             ARTICLE 10. FORFEITURES
                             -----------------------

         Notwithstanding any provision in the SERP to the contrary excepting
only the provisions of Article 12, in the event the Committee finds

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



                                      -15-
<PAGE>   16

                  (b) that an Employee or former Employee who has an interest
under the SERP has been convicted of a crime as a result of which it becomes
illegal for his Employer to employ him or her; 

then any amounts held under the SERP for the benefit of such Employee or former
Employee or his or her beneficiaries shall be forfeited and no longer payable to
such Employee or former Employee or to any person claiming by or through such
Employee or former Employee.

         Each Participant agrees to the foregoing forfeiture provisions by his
or her acceptance of his or her invitation to participate in the SERP and by his
or her continued participation.

                     ARTICLE 11. RESTRICTIONS ON ASSIGNMENTS
                     ---------------------------------------

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

                          ARTICLE 12. CHANGE IN CONTROL
                          -----------------------------

         12.1 TREATMENT OF AWARDS.

                  In the event of a Change in Control:

                           (i) the Effective Date of such Change in Control
                  shall be deemed a Vesting Event with respect to all
                  Participants and surviving spouses, and

                           (ii) the rights of all Participants in their Accrued
                  Benefits hereunder as of the Effective Date of such Change in
                  Control shall be 100% vested and nonforfeitable,
                  notwithstanding any other provision hereof.

         12.2 DEFINITION OF CHANGE IN CONTROL. "Change in Control" means the
occurrence of any of the following events:



                                      -16-
<PAGE>   17

                  (i) The Corporation is merged, consolidated or reorganized
         into or with another corporation or other legal person, and as a result
         of such merger, consolidation or reorganization less than sixty-five
         percent of the combined voting power of the then-outstanding securities
         of such corporation or person immediately after such transaction are
         held in the aggregate by the holders of Voting Stock (as that term is
         hereafter defined) immediately prior to such transaction;

                  (ii) The Corporation sells or otherwise transfers all or
         substantially all of its assets to another corporation or other legal
         person, and as a result of such sale or transfer less than sixty-five
         percent of the combined voting power of the then-outstanding securities
         of such corporation or person immediately after such sale or transfer
         is held in the aggregate by the holders of Voting Stock immediately
         prior to such sale or transfer;

                  (iii) There is a report filed on Schedule 13D or Schedule
         14D-1 (or any successor schedule, form or report), each as promulgated
         pursuant to the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), disclosing that any person (as the term "person" is
         used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
         become the beneficial owner (as the term "beneficial owner" is defined
         under Rule 13d-3 or any successor rule or regulation promulgated under
         the Exchange Act) of securities representing 15% or more of the
         combined voting power of the then-outstanding securities entitled to
         vote generally in the election of directors of the Corporation ("Voting
         Stock");

                  (iv) The Corporation files a report or proxy statement with
         the Securities and Exchange Commission pursuant to the Exchange Act
         disclosing in response to Form 8-K or Schedule 14A (or any successor


                                      -17-
<PAGE>   18

         schedule, form or report or item therein) that a change in control of
         the Corporation has occurred or will occur in the future pursuant to
         any then-existing contract or transaction; or

                  (v) If, during any period of two consecutive years,
         individuals who at the beginning of any such period constitute the
         Directors of the Corporation cease for any reason to constitute at
         least a majority thereof; PROVIDED, HOWEVER, that for purposes of this
         clause (v) each Director who is first elected, or first nominated for
         election by the Corporation's stockholders, by a vote of at least
         two-thirds of the Directors of the Corporation (or a committee thereof)
         then still in office who were Directors of the Corporation at the
         beginning of any such period will be deemed to have been a Director of
         the Corporation at the beginning of such period.

         Notwithstanding the foregoing provisions of (iii) or (iv) above, unless
         otherwise determined in a specific case by majority vote of the Board,
         a "Change in Control" shall not be deemed to have occurred for purposes
         of (iii) or (iv) above solely because (1) the Corporation, (2) an
         entity in which the Corporation directly or indirectly beneficially
         owns 50% or more of the voting equity securities (a "Subsidiary"), or
         (3) any employee stock ownership plan or any other employee benefit
         plan of the Corporation or any Subsidiary either files or becomes
         obligated to file a report or proxy statement under or in response to
         Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
         successor schedule, form or report or item therein) under the Exchange
         Act disclosing beneficial ownership by it of shares of Voting Stock,
         whether in excess of 15% or otherwise, or because the Corporation
         reports that a change in control of the Corporation has 


                                      -18-
<PAGE>   19

         occurred or will occur in the future by reason of such beneficial
         ownership.

         12.3 EFFECTIVE DATE OF CHANGE IN CONTROL. Notwithstanding the
foregoing, in the event a Change in Control ultimately results from discussions
or negotiations involving the Corporation or any of its officers or directors
the Effective Date of such Change in Control shall be the date such discussions
or negotiations commenced.

                  ARTICLE 13. BINDING ON CORPORATION, EMPLOYEES
                  ---------------------------------------------
                              AND THEIR SUCCESSORS
                              --------------------

         The SERP shall be binding upon and inure to the benefit of the
Corporation, its successors and assigns and each Participant and his or her
surviving spouse, beneficiaries, heirs, executors, administrators and legal
representatives.

                           ARTICLE 14. LAWS GOVERNING
                           --------------------------

         The SERP shall be construed in accordance with and governed by the laws
of the State of Ohio.

         Executed this __ day of ________________, 1997 at Cleveland, Ohio, but
effective as of January 1, 1997.

                                       NATIONAL CITY CORPORATION

                                       By: ____________________________



                                      -19-
<PAGE>   20


                                     TABLE A

                          SERP EARLY RETIREMENT BENEFIT

                              reduction percentages
                              ---------------------

<TABLE>
<CAPTION>
                                       AGE
                                       ---
YEARS OF
 SERVICE    55     56     57     58     59     60     61     62     63     64     65
 -------

<S>         <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C> 
   10       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   11       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   12       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   13       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   14       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   15       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   16       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   17       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   18       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   19       50%    54%    58%    62%    66%    70%    76%    82%    88%    94%   100%
   20       58%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   21       58%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   22       58%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   23       58%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   24       58%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   25       58%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   26       58%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   27       61%    64%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   28       64%    67%    70%    76%    82%    88%    94%   100%   100%   100%   100%
   29       67%    70%    73%    76%    82%    88%    94%   100%   100%   100%   100%
   30       70%    73%    76%    79%    82%    88%    94%   100%   100%   100%   100%
   31       73%    76%    79%    82%    85%    88%    94%   100%   100%   100%   100%
   32       76%    79%    82%    85%    88%    91%    94%   100%   100%   100%   100%
   33       79%    82%    85%    88%    91%    94%    97%   100%   100%   100%   100%
   34       82%    85%    88%    91%    94%    97%   100%   100%   100%   100%   100%
   35       85%    88%    91%    94%    97%   100%   100%   100%   100%   100%   100%
   36       88%    91%    94%    97%   100%   100%   100%   100%   100%   100%   100%
   37       91%    94%    97%   100%   100%   100%   100%   100%   100%   100%   100%
   38       94%    97%   100%   100%   100%   100%   100%   100%   100%   100%   100%
   39       97%   100%   100%   100%   100%   100%   100%   100%   100%   100%   100%
   40      100%   100%   100%   100%   100%   100%   100%   100%   100%   100%   100%
</TABLE>







<PAGE>   1
                                                                   Exhibit 10.29

                               SEVERANCE AGREEMENT
                               -------------------


                  THIS SEVERANCE AGREEMENT (this "Agreement"), dated as May 3,
1996, by and between National City Corporation, a Delaware corporation (the
"Company"), and Name (the "Executive").

                                   WITNESSETH:
                                   -----------

                  WHEREAS, the Executive is a senior executive of the Company,
is employed by the Company and/or a Subsidiary (as defined below) and has made
and is expected to continue to make major contributions to the profitability,
growth and financial strength of the Company;

                  WHEREAS, the Company recognizes that, as is the case of most
companies, the possibility of a Change in Control exists;

                  WHEREAS, the Company desires to assure itself of both present
and future continuity of management and desires to establish certain minimum
severance benefits for certain of its senior executive officers and other key
employees, including the Executive, applicable in the event of a Change in
Control;

                  WHEREAS, the Company wishes to ensure that its senior
executives and other key employees are not practically disabled from discharging
their duties in respect of a proposed or actual transaction involving a Change
in Control; and

                  WHEREAS, the Company desires to provide additional inducement
for the Executive to continue to remain in the ongoing employ of the Company.

                  NOW, THEREFORE, the Company and the Executive agree as
follows:

                  1. CERTAIN DEFINED TERMS: In addition to terms defined
elsewhere herein, the following terms have the following meanings when used in
this Agreement with initial capital letters:

                  (a) "Base Pay" means the Executive's annual base salary at a
         rate not less than the Executive's annual fixed or base compensation as
         in effect for Executive immediately prior to the occurrence of a Change
         in Control or such higher rate as may be in effect from time to time.

                  (b) "Cause" means that, prior to any termination pursuant to
         Section 3(a) hereof, the Executive shall have committed:



<PAGE>   2

                           (i) an intentional act of fraud, embezzlement or
                  theft in connection with his duties or in the course of his
                  employment with the Company or any Subsidiary;

                           (ii) intentional wrongful damage to property of the
                  Company or any Subsidiary;

                           (iii) intentional wrongful disclosure of secret
                  processes or confidential information of the Company or any
                  Subsidiary; or

                           (iv) intentional wrongful engagement in any
                  Competitive Activity;

         and any such act shall have been materially harmful to the Company. For
         purposes of this Agreement, no act or failure to act on the part of the
         Executive shall be deemed "intentional" if it was due primarily to an
         error in judgment or negligence, but shall be deemed "intentional" only
         if done or omitted to be done by the Executive not in good faith and
         without reasonable belief that his action or omission was in the best
         interest of the Company. Notwithstanding the foregoing, the Executive
         shall not be deemed to have been terminated for "Cause" hereunder
         unless and until there shall have been delivered to the Executive a
         copy of a resolution duly adopted by the affirmative vote of not less
         than three-quarters of the Directors of the Company then in office at a
         meeting of the Board of Directors of the Company ("Board") called and
         held for such purpose, after reasonable notice to the Executive and an
         opportunity for the Executive, together with his counsel (if the
         Executive chooses to have counsel present at such meeting), to be heard
         before the Board, finding that, in the good faith opinion of the Board,
         the Executive had committed an act constituting "Cause" as herein
         defined and specifying the particulars thereof in detail. Nothing
         herein will limit the right of the Executive or his beneficiaries to
         contest the validity or propriety of any such determination.

                   (c) "Change in Control" means the occurrence during the Term
         of any of the following events:

                        (i) The Company is merged, consolidated or reorganized
         into or with another corporation or other legal person, and as a result
         of such merger, consolidation or reorganization less than sixty-five
         percent of the combined voting power of the then-outstanding securities
         of such resulting corporation or person immediately after such
         transaction are held in the aggregate by the holders of Voting Stock
         (as that term is hereafter defined) of the Company immediately prior to
         such transaction;

                       (ii) The Company sells or otherwise transfers all or
         substantially all of its assets to another corporation or other legal
         person, and as a result of such sale or transfer less than sixty-five
         percent of the combined voting power of the then-outstanding Voting
         Stock of such corporation or person immediately after such sale or
         transfer is held in the aggregate by the holders of Voting Stock of the
         Company immediately prior to such sale or transfer;



                                        2
<PAGE>   3

                      (iii) There is a report filed on Schedule 13D or Schedule
         14D-1 (or any successor schedule, form or report), each as promulgated
         pursuant to the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), disclosing that any person (as the term "person" is
         used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
         become the beneficial owner (as the term "beneficial owner" is defined
         under Rule 13d-3 or any successor rule or regulation promulgated under
         the Exchange Act) of securities representing 15% or more of the
         combined voting power of the then-outstanding securities entitled to
         vote generally in the election of directors ("Voting Stock") of the
         Company;

                       (iv) The Company files a report or proxy statement with
         the Securities and Exchange Commission pursuant to the Exchange Act
         disclosing in response to Form 8-K or Schedule 14A (or any successor
         schedule, form or report or item therein) that a change in control of
         the Company has occurred or will occur in the future pursuant to any
         then-existing contract or transaction; or

                        (v) If, during any period of two consecutive years,
         individuals who at the beginning of any such period constitute the
         Directors of the Company cease for any reason to constitute at least a
         majority thereof; PROVIDED, HOWEVER, that for purposes of this clause
         (v) each Director who is first elected, or first nominated for election
         by the Company's stockholders, by a vote of at least two-thirds of the
         Directors of the Company (or a committee thereof) then still in office
         who were Directors of the Company at the beginning of any such period
         will be deemed to have been a Director of the Company at the beginning
         of such period.

         Notwithstanding the foregoing provisions of Section 1(c)(i) or
         1(c)(ii), in the case where the individuals who constitute the
         Directors of the Company at the time a specific transaction described
         in Section 1(c)(i) or 1(c)(ii) is first presented or disclosed to the
         Board will, by the terms of the definitive agreement for that
         transaction, constitute at least a majority of the members of the board
         of directors of the resulting corporation or person immediately
         following such transaction, then, prior to the occurrence of any event
         that would otherwise constitute a Change in Control under any of the
         foregoing provisions of this Section 1(c), the Board may determine by
         majority vote of the Board that the specific transaction does not
         constitute a Change in Control under Section 1(c)(i) or 1(c)(ii); and
         notwithstanding the foregoing provisions of Section 1(c)(iii) or
         1(c)(iv), unless otherwise determined in a specific case by majority
         vote of the Board, a "Change in Control" shall not be deemed to have
         occurred for purposes of Section 1(c)(iii) or 1(c)(iv) solely because
         (1) the Company, (2) an entity in which the Company directly or
         indirectly beneficially owns 50% or more of the outstanding Voting
         Stock (a "Subsidiary"), or (3) any employee stock ownership plan or any
         other employee benefit plan of the Company or any Subsidiary either
         files or becomes obligated to file a report or a proxy statement under
         or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule
         14A (or any successor schedule, form or report or item therein) under
         the Exchange Act disclosing beneficial ownership by it of shares of
         Voting Stock 


                                       3
<PAGE>   4

         of the Company, whether in excess of 15% or otherwise, or because the
         Company reports that a change in control of the Company has occurred or
         will occur in the future by reason of such beneficial ownership.

                  (d) "Competitive Activity" means the Executive's
         participation, without the written consent of an officer of the
         Company, in the management of any business enterprise if such
         enterprise engages in substantial and direct competition with the
         Company and such enterprise's revenues derived from any product or
         service competitive with any product or service of the Company amounted
         to 10% or more of such enterprise's revenues for its most recently
         completely fiscal year and if the Company's revenues of said product or
         service amounted to 10% of the Company's revenues for its most recently
         completed fiscal year. "Competitive Activity" will not include (i) the
         mere ownership of securities in any such enterprise and the exercise of
         rights appurtenant thereto and (ii) participation in the management of
         any such enterprise other than in connection with the competitive
         operations of such enterprise.

                  (e) "Employee Benefits" means the perquisites, benefits and
         service credit for benefits as provided under any and all employee
         retirement income and welfare benefit policies, plans, programs or
         arrangements in which Executive is entitled to participate, including
         without limitation any stock option, stock purchase, stock
         appreciation, savings, pension, supplemental executive retirement, or
         other retirement income or welfare benefit, deferred compensation,
         incentive compensation, group or other life, health, medical/hospital
         or other insurance (whether funded by actual insurance or self-insured
         by the Company), disability, salary continuation, expense reimbursement
         and other employee benefit policies, plans, programs or arrangements
         that may now exist or any equivalent successor policies, plans,
         programs or arrangements that may be adopted hereafter, providing
         perquisites, benefits and service credit for benefits at least as great
         in the aggregate as are payable thereunder prior to a Change in
         Control.

                  (f) "Incentive Pay" means an annual amount equal to not less
         than the highest aggregate annual bonus, incentive or other payments of
         cash compensation (including, without limitation, payments made
         pursuant to the Company's Long-Term Incentive Plan and Short-Term
         Incentive Plan), in addition to Base Pay, made or to be made in regard
         to services rendered in any calendar year during the three calendar
         years immediately preceding the year in which the Change in Control
         occurred pursuant to any bonus, incentive, profit-sharing, performance,
         discretionary pay or similar agreement, policy, plan, program or
         arrangement (whether or not funded), or any successor thereto providing
         benefits at least as great as the benefits payable thereunder prior to
         a Change in Control.

                  (g) "Severance Period" means the period of time commencing on
         the date of an occurrence of a Change in Control and continuing until
         the earliest of (i) the third anniversary of the occurrence of the
         Change in Control, (ii) the Executive's death, or (iii) the Executive's
         attainment of age 65; PROVIDED, HOWEVER, that on each anniversary of
         the Change in Control, the Severance Period will automatically be
         extended for an additional year unless, not later than 90 calendar days
         prior to such date, either the 


                                       4
<PAGE>   5

         Company or the Executive shall have given written notice to the other
         that the Severance Period is not to be so extended.

                  (h) "Term" means the period commencing as of the date hereof
         and expiring as of the later of (i) the close of business on December
         31, 1997, or (ii) the expiration of the Severance Period; PROVIDED,
         HOWEVER, that (A) commencing on January 1, 1996 and each January 1
         thereafter, the term of this Agreement will automatically be extended
         for an additional year unless, not later than September 30 of the
         immediately preceding year, the Company or the Executive shall have
         given notice that it or the Executive, as the case may be, does not
         wish to have the Term extended and (B) except as otherwise provided in
         the last sentence of Section 8, if, prior to a Change in Control, the
         Executive ceases for any reason to be an employee of the Company and
         any Subsidiary, thereupon without further action the Term shall be
         deemed to have expired and this Agreement will immediately terminate
         and be of no further effect. For purposes of this Section 1(h), the
         Executive shall not be deemed to have ceased to be an employee of the
         Company or any Subsidiary by reason of the transfer of Executive's
         employment between the Company and any Subsidiary, or among any
         Subsidiaries.

                  2. OPERATION OF AGREEMENT: This Agreement will be effective
and binding immediately upon its execution, but, anything in this Agreement to
the contrary notwithstanding, this Agreement will not be operative unless and
until a Change in Control occurs, whereupon without further action this
Agreement shall become immediately operative.

                 3. TERMINATION FOLLOWING A CHANGE IN CONTROL: (a) In the event
the Company, a Subsidiary or a successor of the Company (direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) terminates the
Executive's employment during the Severance Period, the Executive will be
entitled to the severance compensation provided by Section 4; PROVIDED, HOWEVER,
that the Executive shall not be entitled to the severance compensation provided
by Section 4 hereof only upon the occurrence of one or more of the following
events:

                      (i) The Executive's death occurring prior to termination
         of his/her employment;

                      (ii) Prior to the termination of his/her employment, the
         Executive becomes permanently disabled within the meaning of, and
         begins actually to receive disability benefits pursuant to, the
         long-term disability plan in effect for, or applicable to, Executive
         immediately prior to the Change in Control; or

                      (iii) Cause.

                  (b) In the event of the occurrence of a Change in Control, the
        Executive may terminate employment with the Company and any Subsidiary
        during the Severance Period with the right to severance compensation as
        provided in Section 4 upon the occurrence of 


                                       5
<PAGE>   6

         one or more of the following events (regardless of whether any other
         reason for such termination exists or has occurred, including without
         limitation other employment):

                      (i) Failure to elect or reelect or otherwise to maintain
         the Executive in the office or the position, or a substantially
         equivalent office or position, of or with the Company and/or a
         Subsidiary, as the case may be, which the Executive held immediately
         prior to a Change in Control, or the removal of the Executive as a
         Director of the Company (or any successor thereto) if the Executive
         shall have been a Director of the Company immediately prior to the
         Change in Control;

                      (ii) (I) A significant adverse change in the nature or
         scope of the authorities, powers, functions, responsibilities or duties
         attached to the position with the Company and any Subsidiary which the
         Executive held immediately prior to the Change in Control; (II) a
         reduction in the aggregate of the Executive's Base Pay and Incentive
         Pay received from the Company and any Subsidiary; or (III) the
         termination or denial of the Executive's rights to Employee Benefits or
         a reduction in the scope or value thereof, which situation is not
         remedied within 10 calendar days after written notice to the Company
         from the Executive;

                      (iii) A determination by the Executive (which
         determination will be conclusive and binding upon the parties hereto
         provided it has been made in good faith and in all events will be
         presumed to have been made in good faith unless otherwise shown by the
         Company by clear and convincing evidence) that a change in
         circumstances has occurred following a Change in Control, including,
         without limitation, a change in the scope of the business or other
         activities for which the Executive was responsible immediately prior to
         the Change in Control, which has rendered the Executive substantially
         unable to carry out, has substantially hindered Executive's performance
         of, or has caused Executive to suffer a substantial reduction in, any
         of the authorities, powers, functions, responsibilities or duties
         attached to the position held by the Executive immediately prior to the
         Change in Control, which situation is not remedied within 10 calendar
         days after written notice to the Company from the Executive of such
         determination;

                      (iv) The liquidation, dissolution, merger, consolidation
         or reorganization of the Company or any Subsidiary by which Executive
         is employed or transfer of all or substantially all of its business
         and/or assets, unless the successor or successors (by liquidation,
         merger, consolidation, reorganization, transfer or otherwise) to which
         all or substantially all of its business and/or assets have been
         transferred (directly or by operation of law) assumed all duties and
         obligations of the Company under this Agreement pursuant to Section
         10(a);

                      (v) The Company or any Subsidiary by which Executive is
         employed relocates its principal executive offices, or requires the
         Executive to have his principal location of work changed, to any
         location which is in excess of 25 miles from the location thereof
         immediately prior to the Change of Control, or requires the Executive
         to travel 


                                       6
<PAGE>   7

         away from his office in the course of discharging his responsibilities
         or duties hereunder at least 20% more (in terms of aggregate days in
         any calendar year or in any calendar quarter when annualized for
         purposes of comparison to any prior year) than was required of
         Executive in any of the three full years immediately prior to the
         Change of Control without, in either case, his prior written consent;
         or

                      (vi) Without limiting the generality or effect of the
         foregoing, any material breach of this Agreement by the Company or any
         successor thereto.

                  (c) Notwithstanding anything contained in this Agreement to
         the contrary, in the event of a Change in Control, the Executive may
         terminate employment with the Company and any Subsidiary for any
         reason, or without reason, during the 30-day period immediately
         following the first anniversary of the first occurrence of a Change in
         Control with the right to severance compensation as provided in Section
         4.

                  (d) A termination by the Company pursuant to Section 3(a) or
         by the Executive pursuant to Section 3(b)or 3(c) will not affect any
         rights which the Executive may have pursuant to any agreement, policy,
         plan, program or arrangement of the Company providing Employee
         Benefits, which rights shall be governed by the terms thereof.

                  4. SEVERANCE COMPENSATION: (a) If, following the occurrence of
a Change in Control, the Company or any Subsidiary by which Executive is
employed terminates the Executive's employment during the Severance Period other
than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive
terminates his employment pursuant to Section 3(b) or 3(c), the Company will pay
to the Executive the following amounts within five business days after the date
(the "Termination Date") that the Executive's employment is terminated (the
effective date of which shall be the date of termination, or such other date
that may be specified by the Executive if the termination is pursuant to Section
3(b) or 3(c)) and continue to provide to the Executive the following benefits:

                           (i) A lump sum payment (the "Severance Payment") in
         an amount equal to three times the sum of (A) Base Pay (at the highest
         rate in effect for any period prior to the Termination Date), plus (B)
         Incentive Pay (determined in accordance with the standards set forth in
         Section 1(f)).

                           (ii) (A) for thirty-six months (the "Continuation
         Period") following the Termination Date, the Company will arrange to
         provide the Executive with Employee Benefits that are welfare benefits
         (but not stock option, stock purchase, stock appreciation or similar
         compensatory benefits) substantially similar to those which the
         Executive was receiving or entitled to receive immediately prior to the
         Termination Date, and (B) such Continuation Period will be considered
         service with the Company, assuming the amount of Base Pay and Incentive
         Pay payable to the Executive during the calendar year immediately
         preceding the year in which the Change in Control occurs, for the
         purpose of determining service credits and benefits due and payable to
         the Executive under the 


                                       7
<PAGE>   8

         Company's retirement income, supplemental executive retirement and
         other benefit plans of the Company applicable to the Executive, his
         dependents or his beneficiaries immediately prior to the Termination
         Date. If and to the extent that any benefit described in subsections
         (A) and (B) of this Section 4(a)(ii) is not or cannot be paid or
         provided under any policy, plan, program or arrangement of the Company
         or any Subsidiary, as the case may be, then the Company will itself pay
         or provide for the payment to the Executive, his dependents and
         beneficiaries, of such Employee Benefits. Without otherwise limiting
         the purposes or effect of Section 5, Employee Benefits otherwise
         receivable by the Executive pursuant to the subsection (A) of this
         Section 4(a)(ii) will be reduced to the extent comparable welfare
         benefits are actually received by the Executive from another employer
         during the Continuation Period, and any such benefits received by the
         Executive shall be reported by the Executive to the Company.

                  (b) There will be no right of set-off or counterclaim in
         respect of any claim, debt or obligation against any payment to or
         benefit for the Executive provided for in this Agreement, except as
         expressly provided in the last sentence of Section 4(a)(ii).

                  (c) Without limiting the rights of the Executive at law or in
         equity, if the Company fails to make any payment or provide any benefit
         required to be made or provided hereunder on a timely basis, the
         Company will pay interest on the amount or value thereof at an
         annualized rate of interest equal to the so-called composite "prime
         rate" as quoted from time to time during the relevant period in the
         Midwest Edition of THE WALL STREET JOURNAL. Such interest will be
         payable as it accrues on demand. Any change in such prime rate will be
         effective on and as of the date of such change.

                  (d) Notwithstanding any other provision hereof, the parties'
         respective rights and obligations under this Section 4 and under
         Section 7 will survive any termination or expiration of this Agreement
         following a Change in Control or the termination of the Executive's
         employment following a Change in Control for any reason whatsoever.

                  5. NO MITIGATION OBLIGATION: The Company hereby acknowledges
that it will be difficult and may be impossible (a) for the Executive to find
reasonably comparable employment following the Termination Date, and (b) to
measure the amount of damages which Executive may suffer as a result of
termination of employment hereunder. In addition, the Company acknowledges that
its severance pay plans applicable in general to its salaried employees do not
provide for mitigation, offset or reduction of any severance payment received
thereunder. Accordingly, the payment of the severance compensation by the
Company to the Executive in accordance with the terms of this Agreement is
hereby acknowledged by the Company to be reasonable and will be liquidated
damages, and the Executive will not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor will any profits, income, earnings or other benefits from any source
whatsoever create any mitigation, offset, reduction or any other obligation on
the part of the Executive hereunder or otherwise, except as expressly provided
in the last sentence of Section 4(a)(ii).



                                       8
<PAGE>   9

                  6. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY: (a) Anything in
this Agreement to the contrary notwithstanding, in the event that this Agreement
shall become operative and it shall be determined (as hereafter provided) that
any payment or distribution by the Company or any of its affiliates to or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise pursuant to
or by reason of any other agreement, policy, plan, program or arrangement,
including without limitation any stock option, stock appreciation right or
similar right, or the lapse or termination of any restriction on or the vesting
or exercisability of any of the foregoing (a "Payment"), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code (or any
successor provision thereto) by reason of being considered "contingent on a
change in ownership or control" of the Company, within the meaning of Section
280G of the Internal Revenue Code (or any successor provision thereto) or to any
similar tax imposed by state or local law, or any interest or penalties with
respect to such tax (such tax or taxes, together with any such interest and
penalties, being hereafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment or payments
(collectively, a "Gross-Up Payment"); PROVIDED, HOWEVER, that no Gross-up
Payment shall be made with respect to the Excise Tax, if any, attributable to
(A) any incentive stock option, as defined by Section 422 of the Internal
Revenue Code ("ISO"), granted prior to the execution of this Agreement, or (B)
any stock appreciation or similar right, whether or not limited, granted in
tandem with any ISO described in clause (A). The Gross-Up Payment shall be in an
amount such that, after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

                  (b) Subject to the provisions of Section 6(f) hereof, all
         determinations required to be made under this Section 6, including
         whether an Excise Tax is payable by the Executive and the amount of
         such Excise Tax and whether a Gross-Up Payment is required to be paid
         by the Company to the Executive and the amount of such Gross-Up
         Payment, if any, shall be made by a nationally recognized accounting
         firm (the "Accounting Firm") selected by the Executive in his sole
         discretion. The Executive shall direct the Accounting Firm to submit
         its determination and detailed supporting calculations to both the
         Company and the Executive within 30 calendar days after the Termination
         Date, if applicable, and any such other time or times as may be
         requested by the Company or the Executive. If the Accounting Firm
         determines that any Excise Tax is payable by the Executive, the Company
         shall pay the required Gross-Up Payment to the Executive within five
         business days after receipt of such determination and calculations with
         respect to any Payment to the Executive. If the Accounting Firm
         determines that no Excise Tax is payable by the Executive, it shall, at
         the same time as it makes such determination, furnish the Company and
         the Executive an opinion that the Executive has substantial authority
         not to report any Excise Tax on his federal, state or local income or
         other tax return. As a result of the uncertainty in the application of
         Section 4999 of the Internal Revenue Code (or any successor provision
         thereto) and the possibility of similar uncertainty regarding
         applicable state or local tax law at the time of any determination by
         the Accounting Firm hereunder, it is possible that Gross-Up Payments
         which will not 


                                       9
<PAGE>   10

         have been made by the Company should have been made (an
         "Underpayment"), consistent with the calculations required to be made
         hereunder. In the event that the Company exhausts or fails to pursue
         its remedies pursuant to Section 6(f) hereof and the Executive
         thereafter is required to make a payment of any Excise Tax, the
         Executive shall direct the Accounting Firm to determine the amount of
         the Underpayment that has occurred and to submit its determination and
         detailed supporting calculations to both the Company and the Executive
         as promptly as possible. Any such Underpayment shall be promptly paid
         by the Company to, or for the benefit of, the Executive within five
         business days after receipt of such determination and calculations.

                  (c) The Company and the Executive shall each provide the
         Accounting Firm access to and copies of any books, records and
         documents in the possession of the Company or the Executive, as the
         case may be, reasonably requested by the Accounting Firm, and otherwise
         cooperate with the Accounting Firm in connection with the preparation
         and issuance of the determinations and calculations contemplated by
         Section 6(b) hereof. Any determination by the Accounting Firm as to the
         amount of the Gross-Up Payment shall be binding upon the Company and
         the Executive.

                  (d) The federal, state and local income or other tax returns
         filed by the Executive shall be prepared and filed on a consistent
         basis with the determination of the Accounting Firm with respect to the
         Excise Tax payable by the Executive. The Executive shall make proper
         payment of the amount of any Excise Payment, and at the request of the
         Company, provide to the Company true and correct copies (with any
         amendments) of his federal income tax return as filed with the Internal
         Revenue Service and corresponding state and local tax returns, if
         relevant, as filed with the applicable taxing authority, and such other
         documents reasonably requested by the Company, evidencing such payment.
         If prior to the filing of the Executive's federal income tax return, or
         corresponding state or local tax return, if relevant, the Accounting
         Firm determines that the amount of the Gross-Up Payment should be
         reduced, the Executive shall within five business days pay to the
         Company the amount of such reduction.

                  (e) The fees and expenses of the Accounting Firm for its
         services in connection with the determinations and calculations
         contemplated by Section 6(b) hereof shall be borne by the Company. If
         such fees and expenses are initially paid by the Executive, the Company
         shall reimburse the Executive the full amount of such fees and expenses
         within five business days after receipt from the Executive of a
         statement therefor and reasonable evidence of his payment thereof.

                  (f) The Executive shall notify the Company in writing of any
         claim by the Internal Revenue Service or any other taxing authority
         that, if successful, would require the payment by the Company of a
         Gross-Up Payment. Such notification shall be given as promptly as
         practicable but no later than 10 business days after the Executive
         actually receives notice of such claim and the Executive shall further
         apprise the Company of the nature of such claim and the date on which
         such claim is requested to be paid (in each case, to the extent known
         by the Executive). The Executive shall not pay such claim


                                       10
<PAGE>   11

         prior to the earlier of (i) the expiration of the 30-calendar-day
         period following the date on which he gives such notice to the Company
         and (ii) the date that any payment of such amount with respect to such
         claim is due. If the Company notifies the Executive in writing prior to
         the expiration of such period that it desires to contest such claim,
         the Executive shall:

                           (i) provide the Company with any written records or
         documents in his possession relating to such claim reasonably requested
         by the Company;

                           (ii) take such action in connection with contesting
         such claim as the Company shall reasonably request in writing from time
         to time, including without limitation accepting legal representation
         with respect to such claim by an attorney competent in respect of the
         subject matter and reasonably selected by the Company;

                           (iii) cooperate with the Company in good faith in
         order effectively to contest such claim; and

                           (iv) permit the Company to participate in any
         proceedings relating to such claim;

PROVIDED, HOWEVER, that the Company shall bear and pay directly all costs and
expenses (including interest and penalties) incurred in connection with such
contest and shall indemnify and hold harmless the Executive, on an after-tax
basis, for and against any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section 6(f), the Company shall control all proceedings taken in connection with
the contest of any claim contemplated by this Section 6(f) and, at its sole
option, may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
(provided, however, that the Executive may participate therein at his own cost
and expense) and may, at its option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; PROVIDED, HOWEVER, that if the
Company directs the Executive to pay the tax claimed and sue for a refund, the
Company shall advance the amount of such payment to the Executive on an
interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income or other tax, including interest
or penalties with respect thereto, imposed with respect to such advance; and
PROVIDED FURTHER, HOWEVER, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect
to which the contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of any such contested claim
shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or contest, as
the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.



                                       11
<PAGE>   12

                  (g) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 6(f) hereof, the Executive receives
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 6(f) hereof) promptly pay
to the Company the amount of such refund (together with any interest paid or
credited thereon after any taxes applicable thereto). If, after the receipt by
the Executive of an amount advanced by the Company pursuant to Section 6(f)
hereof, a determination is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does not notify the Executive
in writing of its intent to contest such denial or refund prior to the
expiration of 30 calendar days after such determination, then such advance shall
be forgiven and shall not be required to be repaid and the amount of any such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid by the Company to the Executive pursuant to this Section 6.

                  7. LEGAL FEES AND EXPENSES. It is the intent of the Company
that the Executive not be required to incur legal fees and the related expenses
associated with the interpretation, enforcement or defense of Executive's rights
under this Agreement by litigation or otherwise because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Executive hereunder. Accordingly, if it should appear to the Executive that
the Company has failed to comply with any of its obligations under this
Agreement or in the event that the Company or any other person takes or
threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding designed to deny, or to
recover from, the Executive the benefits provided or intended to be provided to
the Executive hereunder, the Company irrevocably authorizes the Executive from
time to time to retain counsel of Executive's choice, at the expense of the
Company as hereafter provided, to advise and represent the Executive in
connection with any such interpretation, enforcement or defense, including
without limitation the initiation or defense of any litigation or other legal
action, whether by or against the Company or any Director, officer, stockholder
or other person affiliated with the Company, in any jurisdiction.
Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to the Executive's
entering into an attorney-client relationship with such counsel, and in that
connection the Company and the Executive agree that a confidential relationship
shall exist between the Executive and such counsel. Without respect to whether
the Executive prevails, in whole or in part, in connection with any of the
foregoing, the Company will pay and be solely financially responsible for any
and all attorneys' and related fees and expenses incurred by the Executive in
connection with any of the foregoing.

                  8. EMPLOYMENT RIGHTS; TERMINATION PRIOR TO CHANGE IN CONTROL:
Nothing expressed or implied in this Agreement will create any right or duty on
the part of the Company or the Executive to have the Executive remain in the
employment of the Company or any Subsidiary prior to or following any Change in
Control. Any termination of employment of the Executive or the removal of the
Executive from the office or position in the Company following the commencement
of any discussion with a third person that ultimately results in a Change in
Control shall be deemed to be a termination or removal of the Executive after a
Change in Control for purposes of this Agreement.



                                       12
<PAGE>   13

                  9. WITHHOLDING OF TAXES: The Company may withhold from any
amounts payable under this Agreement all federal, state, city or other taxes as
the Company is required to withhold pursuant to any law or government regulation
or ruling.

                  10. SUCCESSORS AND BINDING AGREEMENT: (a) The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the
business or assets of the Company, by agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent the Company would be
required to perform if no such succession had taken place. This Agreement will
be binding upon and inure to the benefit of the Company and any successor to the
Company, including without limitation any persons acquiring directly or
indirectly all or substantially all of the business or assets of the Company
whether by purchase, merger, consolidation, reorganization or otherwise (and
such successor shall thereafter be deemed the "Company" for the purposes of this
Agreement), but will not otherwise be assignable, transferable or delegable by
the Company.

                  (b) This Agreement will inure to the benefit of and be
         enforceable by the Executive's personal or legal representatives,
         executors, administrators, successors, heirs, distributees and
         legatees.

                  (c) This Agreement is personal in nature and neither of the
         parties hereto shall, without the consent of the other, assign,
         transfer or delegate this Agreement or any rights or obligations
         hereunder except as expressly provided in Sections 10(a) and 10(b)
         hereof. Without limiting the generality or effect of the foregoing, the
         Executive's right to receive payments hereunder will not be assignable,
         transferable or delegable, whether by pledge, creation of a security
         interest, or otherwise, other than by a transfer by Executive's will or
         by the laws of descent and distribution and, in the event of any
         attempted assignment or transfer contrary to this Section 10(c), the
         Company shall have no liability to pay any amount so attempted to be
         assigned, transferred or delegated.

                  11. NOTICES: For all purposes of this Agreement, all
communications, including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and
will be deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or
five business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight courier service
such as Federal Express, UPS, or Purolator, addressed to the Company (to the
attention of the Secretary of the Company) at its principal executive office and
to the Executive at his principal residence, or to such other address as any
party may have furnished to the other in writing and in accordance herewith,
except that notices of changes of address shall be effective only upon receipt.

                  12. GOVERNING LAW: The validity, interpretation, construction
and performance of this Agreement will be governed by and construed in
accordance with the 


                                       13
<PAGE>   14

substantive laws of the State of Delaware, without giving effect to the
principles of conflict of laws of such State.

                  13. VALIDITY: If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and
the application of such provision to any other person or circumstances will not
be affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid or legal.

                  14. MISCELLANEOUS: No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to be performed by
such other party will be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, expressed or implied with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. References to Sections are to references to
Sections of this Agreement.

                  15. COUNTERPARTS: This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same agreement.

                  16. In the event of a transaction described in Section 1(c)(i)
or 1(c)(ii) that would constitute a Change in Control but for a determination by
the Board pursuant to Section 1(c) that such transaction does not constitute a
Change in Control, prior to consummation of such transaction, the chief
executive officer of the Company shall provide the Compensation and Organization
Committee of the Board (the "Committee") the proposed management organization
for the resulting corporation or person. The chief executive officer shall also
advise the Committee with respect to the Executive's position in the proposed
management organization. The Committee shall then determine if the Executive's
employment will be terminated or the Executive will be assigned to a changed or
different position as contemplated by Section 3(b) hereof within a period of two
years following consummation of the transaction. If the Committee so determines
that the Executive will be either terminated or assigned to a changed or
different position, then the Executive shall be entitled to payment of the full
amount of severance compensation provided by Section 4 hereof, payable in
accordance with the provisions of such Section 4, following such termination of
the Executive's employment by the Company or any Subsidiary by which the
Executive is employed or following the Executive's resignation, if such
resignation occurs within 90 days following a change in the Executive's position
as contemplated herein.

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the date first above written.




                                       14
<PAGE>   15

                                       NATIONAL CITY CORPORATION



                                       By
                                         -------------------------
                                          David A. Daberko
                                          Chairman and CEO





                                         -------------------------
                                          Name





                                       15

<PAGE>   1
                                                                    Exhibit 11.1

<TABLE>
<CAPTION>
(Dollars in thousands except per share amounts)        1997             1996             1995
                                                   ----------------------------------------------
<S>                                                <C>              <C>              <C>         

BASIC:

    Net income                                     $    807,433     $    736,630     $    591,460
         Less preferred dividends                          --              4,028           14,830
                                                   ----------------------------------------------
    Net income applicable to common stock          $    807,433     $    732,602     $    576,630

    Average common shares outstanding               216,429,836      219,095,248      212,392,355

    Net income per common share - basic            $       3.73     $       3.34     $       2.71

DILUTED:

    Net income                                     $    807,433     $    736,630     $    591,460

    Average common shares outstanding               216,429,836      219,095,248      212,392,355
    Stock option adjustment                           4,259,927        3,579,078        2,704,769
    Preferred stock adjustment                             --          2,679,175        8,839,872
                                                   ----------------------------------------------
    Average common shares outstanding - diluted     220,689,763      225,353,501      223,936,996

    Net income per common share - diluted          $       3.66     $       3.27     $       2.64
</TABLE>



<PAGE>   1
 
                                                                    EXHIBIT 21.1
 
                                  SUBSIDIARIES
 
     The following table sets forth all of National City Corporation's direct or
indirect subsidiaries, as of December 31, 1997:
 
<TABLE>
<CAPTION>
                                                                                        STATE OR JURISDICTION
                                                                    % OF VOTING           UNDER THE LAW OF
                                                                  SECURITIES OWNED         WHICH ORGANIZED
                                                                  ----------------      ---------------------
<S>                                                               <C>                   <C>
SUBSIDIARIES OF NATIONAL CITY CORPORATION:
Advent Guaranty Corporation....................................          100%           Vermont
Advent Life Insurance Company..................................          100%           Arizona
Buckeye Service Corp...........................................          100%           Ohio
Circle Equity Leasing Corporation of Michigan..................          100%           Michigan
Commercial Servicing, Inc......................................          100%           Indiana
Computer Bank Services, Inc....................................          100%           Kentucky
Gem America Realty and Investment Corporation..................          100%           Ohio
Harva, Inc. (Inactive).........................................          100%           Delaware
Integra Holdings Limited (Inactive)............................          100%           Delaware
Integra Investment Company (Inactive)..........................          100%           Delaware
The Madison Bank and Trust Company.............................          100%           Indiana
Merchants Capital Management, Inc..............................          100%           Indiana
NatCity Investments, Inc.......................................          100%           Indiana
National Asset Management Corporation..........................          100%           Kentucky
National City Bank.............................................          100%           United States
National City Bank of Dayton...................................          100%           United States
National City Bank of Indiana..................................          100%           United States
National City Bank of Kentucky.................................          100%           United States
National City Bank of Pennsylvania.............................          100%           United States
National City Bank of Southern Indiana.........................          100%           United States
National City Capital Corporation..............................          100%           Delaware
National City Commercial Leasing, Inc..........................          100%           Ohio
National City Community Development Corporation................          100%           Ohio
National City Credit Corporation...............................          100%           Ohio
National City Financial Corporation............................          100%           Ohio
National City Life Insurance Company...........................          100%           Arizona
National City Mortgage Co......................................          100%           Ohio
National Processing, Inc.......................................         87.7%           Ohio
National City Trust Company....................................          100%           United States
National City Venture Corporation..............................          100%           Delaware
NC Acquisition, Inc. (Inactive)................................          100%           Delaware
Second Premises Corporation....................................          100%           Kentucky
Stored Value Systems, Inc......................................           83%           Delaware
UBK Realty, Inc................................................          100%           Kentucky
Western Reserve Company........................................          100%           Pennsylvania
 
SUBSIDIARIES OF NATIONAL CITY BANK:
AKREO Service Corp.............................................          100%           Ohio
Capstone Realty, Inc...........................................          100%           Ohio
National City Commercial Finance, Inc..........................          100%           Ohio
National City Holdings Inc. (Inactive).........................          100%           Ohio
National City Investments Corporation..........................          100%           Kentucky
Ohio National Corporation Trade Services.......................          100%           Ohio
 
SUBSIDIARIES OF NATIONAL CITY HOLDINGS, INC.:
National City Insurance Agency of Ohio, Inc. (Inactive)........          100%           Ohio
National City Life Insurance Agency of Ohio, Inc. (Inactive)...            0(1)         Ohio
</TABLE>
 
- ---------------
 
(1) National City Holdings, Inc. owns only 100% of non-voting securities.
<PAGE>   2
 
<TABLE>
<CAPTION>
                                                                                    STATE OR JURISDICTION
                                                                 % OF VOTING          UNDER THE LAW OF
                                                               SECURITIES OWNED        WHICH ORGANIZED
                                                               ----------------     ---------------------
<S>                                                            <C>                  <C>
SUBSIDIARY OF NATIONAL CITY INVESTMENTS CORPORATION:
National City Commodity Corp.................................         100%          Indiana
SUBSIDIARY OF OHIO NATIONAL CORPORATION TRADE SERVICES:
National City Trade Services Limited.........................          99(2)        Hong Kong
SUBSIDIARIES OF NATIONAL CITY BANK OF COLUMBUS:
The Loan Zone, Inc. (Inactive)...............................         100%          Ohio
Scott Street Properties, Inc.................................         100%          Ohio
SUBSIDIARIES OF NATIONAL CITY BANK OF KENTUCKY:
Churchill Insurance Agency, Inc..............................         100%          Kentucky
First National Broadway Corp.................................         100%          Kentucky
FNB Service Corporation......................................         100%          Kentucky
National Capital Properties, Inc.............................         100%          Kentucky
National City Insurance Agency of Kentucky, Inc.
  (Inactive).................................................         100%          Kentucky
National City Leasing Corporation............................         100%          Kentucky
SUBSIDIARY OF NATIONAL PROCESSING, INC.:
National Processing Company..................................         100%          Kentucky
SUBSIDIARIES OF NATIONAL PROCESSING COMPANY:
B. & L. Consultants, Inc.....................................         100%          Massachusetts
Caribbean Data Services, Ltd.................................         100%          Delaware
FA Holdings, Inc.............................................         100%          Delaware
NPC Check Services, Inc......................................         100%          Delaware
NPC Internacional, S.A. de C.V...............................        99.6%          Mexico
NPC Services, Inc............................................         100%          Arizona
NTA, Inc.....................................................         100%          Washington
SUBSIDIARY OF FA HOLDINGS, INC.:
Financial Alliance Processing Services, Inc..................         100%          Delaware
SUBSIDIARY OF NTA, INC.:
Northwest Traffic Associates, Inc............................         100%          Washington
SUBSIDIARY OF GEM AMERICA REALTY & INVESTMENT CORPORATION:
Gem Financial Insurance Agency, Inc. (Inactive)..............         100%          Ohio
SUBSIDIARY OF NATIONAL CITY MORTGAGE CO.:
Muirfield Mortgage Limited Partnership (Partnership).........          51%          Texas
SUBSIDIARIES OF NATIONAL CITY BANK OF INDIANA:
Ash Realty Company, Inc......................................         100%          Indiana
Bank Service Corporation of Indiana..........................      33 1/3%          Indiana
M.N.B. Trustee Company (UK) Limited..........................          50(3)        United Kingdom
NCBI Holdings, Inc...........................................         100%          Indiana
National City Indiana, LLC...................................          99(4)        Indiana
National City Insurance Agency of Indiana, Inc. (Inactive)...         100%          Indiana
SUBSIDIARY OF THE MADISON BANK AND TRUST COMPANY:
National City Insurance Agency, Inc..........................         100%          Indiana
SUBSIDIARIES OF NATIONAL CITY BANK OF PENNSYLVANIA:
Altegra Credit Company.......................................         100%          Delaware
Integra Brokerage Services Company (Inactive)................         100%          Pennsylvania
Integra Business Credit Company..............................         100%          Pennsylvania
Liberty Business Credit Corporation (Inactive)...............         100%          Pennsylvania
</TABLE>
 
- ---------------
 
<TABLE>
<S>                                                            <C>                  <C>
(2) Additional 1% owned by National City Bank.
(3) Additional 50% owned by National City Bank.
(4) Additional 1% owned by NCBI Holdings, Inc.
</TABLE>
<PAGE>   3
 
<TABLE>
<CAPTION>
                                                                                    STATE OR JURISDICTION
                                                                 % OF VOTING          UNDER THE LAW OF
                                                               SECURITIES OWNED        WHICH ORGANIZED
                                                               ----------------     ---------------------
<S>                                                            <C>                  <C>
National City Insurance Agency of Pennsylvania, Inc.
  (Inactive).................................................         100%          Pennsylvania
Nottingham Corporation (Inactive)............................         100%          Pennsylvania
Western Properties, Inc......................................         100%          Pennsylvania
SUBSIDIARY OF ALTEGRA CREDIT COMPANY:
New England AFC, Inc. (Inactive).............................         100%          Massachusetts
SUBSIDIARY OF NOTTINGHAM CORPORATION:
EQK Realty Holdings, Inc.....................................         100%          Pennsylvania
LBCC Properties, Inc.........................................         100%          Delaware
LSB Properties, Inc..........................................         100%          Delaware
</TABLE>

<PAGE>   1
                                                                    Exhibit 23.1

                                      FWNC

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus and Proxy Statement of
National City Corporation and Fort Wayne National Corporation for the proposed
merger of National City Corporation and Fort Wayne National Corporation for the 
registration of approximately 12,800,000 shares and 740,000 shares of National  
City Corporation's common stock and preferred stock, respectively, and to the
incorporation by reference therein of our reports dated January 21, 1998 and
January 19, 1998, with respect to the consolidated financial statements of
National City Corporation and Fort Wayne National Corporation, respectively,
included in their respective Annual Reports on Form 10-K for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.

                                                               ERNST & YOUNG LLP

Cleveland, Ohio
February 2, 1998

<PAGE>   1
                                                                    Exhibit 23.2
[KPMG PEAT MARWICK LLP LOGO]



                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

The Board of Directors
First of America Bank Corporation:

We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.

                                                       /s/ KPMG Peat Marwick LLP

Chicago, Illinois
January 29, 1998

<PAGE>   1
                                                                    Exhibit 24.1

                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Directors and Officers of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 21st day of January, 1998.


<TABLE>
<S>                                         <C>
                                            Director
- ----------------------------------
         Sandra H. Austin

  \S\ CHARLES H BOWMAN                      Director
- ----------------------------------
         Charles H. Bowman

                                            Director
- ----------------------------------
         Edward B. Brandon

                                            Director
- ----------------------------------
         John G. Breen

                                            Director
- ----------------------------------
         James S. Broadhurst

                                            Director
- ----------------------------------
         Duane E. Collins
</TABLE>



                                       1
<PAGE>   2

<TABLE>
<S>                                         <C>
     \S\ DAVID A. DABERKO                   Chairman of the Board and Chief
- ----------------------------------          Executive Officer (Principal Executive Officer)
         David A. Daberko         

     \S\ DANIEL E. EVANS                    Director
- ----------------------------------
         Daniel E. Evans

                                            Director
- ----------------------------------
         Otto N. Frenzel III

                                            Director
- ----------------------------------
         Bernadine P. Healy, M.D.

                                            Director
- ----------------------------------
         Joseph H. Lemieux

                                            Director
- ----------------------------------
         W. Bruce Lunsford

                                            Director
- ----------------------------------
         Robert A. Paul

                                            Director
- ----------------------------------
         William R. Robertson

                                            Director
- ----------------------------------
         William F. Roemer

     \S\ MICHAEL A. SCHULER                 Director
- ----------------------------------
         Michael A. Schuler

                                            Director
- ----------------------------------
         Stephen A. Stitle

     \S\ MORRY WEISS                        Director
- ----------------------------------
         Morry Weiss
</TABLE>




                                       2

<PAGE>   1
                                                                    Exhibit 24.2

                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


    \s\ John G. Breen                                Director
- ----------------------------------------
         John G. Breen


<PAGE>   2


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


     \s\ James S. Broadhurst                         Director
- ----------------------------------------
         James S. Broadhurst


<PAGE>   3


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


  \s\ Otto N. Frenzel III                            Director
- ----------------------------------------
         Otto N. Frenzel III


<PAGE>   4


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


   \s\ Joseph H Lemieux                              Director
- ----------------------------------------
         Joseph H. Lemieux


<PAGE>   5


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


    \s\ W. Bruce Lunsford                            Director
- ----------------------------------------
         W. Bruce Lunsford


<PAGE>   6


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


     \s\ Robert A. Paul                              Director
- ----------------------------------------
         Robert A. Paul


<PAGE>   7


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


      \s\ William R. Robertson                       Director
- ----------------------------------------
         William R. Robertson


<PAGE>   8


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


     \s\ William F. Roemer                           Director
- ----------------------------------------
         William F. Roemer


<PAGE>   9


                            DIRECTORS AND OFFICERS OF
                            NATIONAL CITY CORPORATION

                       REGISTRATION STATEMENT ON FORM S-4

                                POWER OF ATTORNEY

         The undersigned Director and Officer of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-4 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to an Agreement and Plan of Merger by and
between the Corporation and Fort Wayne National Corporation dated as of January
12, 1998, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 27th day of January, 1998.


     \s\ Stephen A. Stitle                           Director
- ----------------------------------------
         Stephen A. Stitle





<PAGE>   1
                                                                    EXHIBIT 99.1

P         FORT WAYNE NATIONAL CORPORATION    PROXY SOLICITED ON BEHALF OF THE
R         110 W. Berry Street             BOARD OF DIRECTORS FOR SPECIAL MEETING
O         Fort Wayne, IN 46801                OF SHAREHOLDERS MARCH 30, 1998
X
Y             The undersigned, being a holder of the common stock, without par
          value ("Common Stock"), of Fort Wayne National Corporation, an Indiana
          corporation ("FWNC"), hereby authorizes C. David Silletto and William
          G. Latz, and each of them, as proxies, with the full power of
          substitution, to represent the undersigned at the Special Meeting of
          Shareholders of FWNC (the "Meeting") to be held at the Allen County
          War Memorial Coliseum Exposition Center, 4000 Parnell Avenue, Fort
          Wayne, Indiana on March 30, 1998 at 1:30 p.m. Eastern Standard Time,
          and at any adjournment of the Meeting, and at the Meeting to act with
          respect to all votes that the undersigned would be entitled to cast,
          if then personally present, as follows:
 
          1. Approval of the Agreement and Plan of Merger, dated as of January
             12, 1998, by and between National City Corporation and Fort Wayne
             National Corporation (the "Merger Agreement").
 
                                           [ ] FOR    [ ] AGAINST    [ ] ABSTAIN
            THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE MERGER AGREEMENT.
 
              In their discretion, the proxies are authorized to vote with
          respect to matters incident to the conduct of the Meeting and upon
          such other matters as may properly come before the Meeting. This proxy
          may be revoked at any time before it is exercised.
 
                             (Continued, and to be signed, on the reverse side.)
 
Proxy No.                (Continued from reverse side.)                Shares
 
             Shares of Common Stock of FWNC will be voted as specified. If no
         specification is made, shares will be voted FOR approval of the Merger
         Agreement and IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES as to
         any other matter which may properly come before the Meeting.
 
             The undersigned hereby acknowledges receipt of a Notice of Special
         Meeting of Shareholders of FWNC called for March 30, 1998, and a
         Prospectus and Proxy Statement for the Meeting prior to the signing of
         this proxy.
 
                                                    Dated , 1998
 
                                                    ----------------------------
 
                                                    ----------------------------
                                                            (Sign here)
                                                    Please sign exactly as your
                                                    name(s) appear(s) on this
                                                    proxy. When signing in a
                                                    representing capacity,
                                                    please give title.
 
                                          PLEASE MARK, SIGN, DATE AND PROMPTLY
                                                   RETURN THIS PROXY
                                           CARD USING THE ENCLOSED ENVELOPE.
          
    


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