<DOCUMENT>

<TYPE>EX-3.2

<SEQUENCE>2

<FILENAME>l84406aex3-2.txt

<DESCRIPTION>EXHIBIT 3.2

<TEXT>

 

<PAGE>   1

                                                                     EXHIBIT 3.2

 

                     RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                           NATIONAL CITY CORPORATION

 

 

 

         The present name of the Corporation is National City Corporation. The

original Certificate of Incorporation of the Corporation was filed with the

Secretary of State of Delaware on August 17, 1972. The within Restated Cer-

tificate of Incorporation of the Corporation was duly adopted by the Board of

Directors and stockholders of the Corporation in accordance with the pro-

visions of Sections 245 and 242 of the General Corporation Law of the State of

Delaware.

 

         FIRST.  The name of the Corporation is National City Corporation.

 

         SECOND. The address of its registered office in the State of Delaware

is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.

The name of its registered agent at such address is The Corporation Trust

Company.

 

         THIRD. The nature of the business or purposes to be conducted or

promoted is to engage in any lawful act or activity for which corporations may

be organized under the General Corporation Law of the State of Delaware.

 

         FOURTH. The Corporation is authorized to issue a total of fifty-five

million (55,000,000) shares of all classes of stock. Of such total number of

authorized shares of stock, fifty million (50,000,000) shares are Common Stock,

par value $4.00 per share, and five million (5,000,000) shares are Preferred

Stock without par value.

 

         Each of the shares of Common Stock, par value $8.00 per share, of the

Corporation hereto authorized and now outstanding hereby is changed and con-

verted into one share of Common Stock, par value $4.00 per share. The stated

capital of the Corporation shall be the same immediately after such change and

conversion as it was immediately prior thereto.

 

         A statement of the designations of the authorized classes of stock or

of any series thereof, and the powers, preferences and relative, participa-

ting, optional or other special rights, and qualifications, limitations or

restrictions thereof, or of the authority of the Board of Directors to fix by

resolution or resolutions such designations and other terms, is as follows:

 

      A. Preferred Stock:

 

         Shares of Preferred Stock may be issued from time to time in one or

more series.

 

 

<PAGE>   2

 

         The Board of Directors is hereby authorized, within the limitations and

restrictions stated in this Article Fourth, 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, including, without limiting

the generality of the foregoing, such provisions as may be desired concerning

voting, provided, however, that in no event shall any holder of any series of

Preferred Stock be entitled to more than one vote for each share of such

Preferred Stock held by him, redemption, dividends, dissolution or the

distribution of assets, conversion or exchange, and such other subjects or

matters as may be fixed by resolution or resolutions or exchange, and such other

subjects or matters as may be fixed by resolution or resolutions of the Board

of Directors under the General Corporation Law of the State of Delaware.

 

      B. Common Stock:

 

         Subject to all of the preferences and rights of the Preferred Stock or

a series thereof that may be fixed by a resolution or resolutions of the Board

of Directors, (i) dividends may be paid on the Common Stock as and when declared

by the Board of Directors, out of any funds of the Corporation legally available

for the payment of such dividends, and (ii) each share of Common Stock will be

entitled to one vote on all matters.

 

         FIFTH. In furtherance and not in limitation of the powers conferred by

statute, the Board of Directors is expressly authorized to make, alter or repeal

the By-laws of the Corporation.

 

         SIXTH. The Corporation reserves the right to amend, alter, change or

repeal any provision contained in this Certificate of Incorporation in the

manner now or hereafter prescribed by law, and all rights and powers conferred

herein on stockholders, directors and officers are subject to this reserved

power.

 

         IN WITNESS WHEREOF, we have hereunto set our respective hands this

7th day of May, 1984.

 

                                          NATIONAL CITY CORPORATION

 

 

                                         By /s/ Julien L. McCall

                                         ------------------------------------

                                         Julien L. McCall

                                         Chairman of the Board

 

 

                                         Attest /s/ David W. Hart

                                               ------------------------------

                                               David W. Hart, Secretary

 

                                              RECEIVED FOR RECORD

                                              JUNE 4, 1984

                                              LEO J. DUGAN, JR., RECORDER

 

 

<PAGE>   3

                                                                          PAGE 1

 

                                STATE OF DELAWARE

 

                        OFFICE OF THE SECRETARY OF STATE

 

                       ---------------------------------

 

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

CORRECTION OF "NATIONAL CITY CORPORATION", FILED IN THIS OFFICE ON THE

EIGHTEENTH DAY OF JULY, A.D. 1984, AT 10 O'CLOCK A.M.

 

 

 

 

 

 

 

 

 

                                       /s/ Edward J. Freel

                                       ------------------------------------

                                       Edward J. Freel, Secretary of State

 

                                       AUTHENTICATION:  8779749

 

                                                 DATE:  11-26-97

 

 

[Seal of Secretary of State of Delaware]

0784371  8100

971405379

<PAGE>   4

 

 

                           CERTIFICATE OF CORRECTION

 

                                       OF

 

                     RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                           NATIONAL CITY CORPORATION

 

                         -----------------------------

 

 

 

         NATIONAL CITY CORPORATION, a corporation organized and existing under

and by virtue of the General Corporation Law of the State of Delaware (the

"Corporation"), DOES HEREBY CERTIFY, pursuant to Section 103(f) of the General

Corporation Law of the State of Delaware:

 

         FIRST: That on May 21, 1984, an officer of the Corporation filed with

the Secretary of State of the State of Delaware on behalf of the Corporation a

Restated Certificate of Incorporation dated May 7, 1984, the purpose of which

was to effect an Amendment to the Restated Certificate of Incorporation of the

Corporation dated March 12, 1973, which Amendment had been duly proposed by the

Directors of the Corporation and duly adopted by the stockholders of the

Corporation pursuant to Section 242 of the General Corporation Law of the State

of Delaware.

 

         SECOND: That the Restated Certificate of Incorporation dated May 7,

1984 and filed on May 21, 1984 is an inaccurate record of the corporate action

referred to therein to the extent that it states that it was duly adopted in

such form by the Board of Directors and stockholders of the Corporation in

accordance with provisions of Delaware law, when in fact the Board of Directors

and stockholders of the Corporation had, respectively, duly proposed and adopted

an Amendment to the Restated Certificate of Incorporation dated March 12, 1973.

The Board of Directors and stockholders of the Corporation did not adopt in such

form nor authorize the filing of the Restated Certificate of Incorporation dated

May 7, 1984. The Corporation was authorized to file a Certificate of Amendment

of the Restated Certificate of Incorporation, setting forth the Amendment and

certifying that it had been duly adopted. Attached hereto as Exhibit A is a

Certificate of Amendment of the Restated Certificate

 

<PAGE>   5

 

         of Incorporation dated March 12, 1973, which is the corrected form of

         the instrument that was filed on May 21, 1984.

 

         IN WITNESS WHEREOF, William R. Robertson, Executive Vice-President of

the Corporation, and David W. Hart, Secretary of the Corporation, acting for and

on its behalf, have hereunto subscribed their names and caused the seal of the

Corporation to be affixed hereunto on July 17, 1984.

 

 

 

                                       NATIONAL CITY CORPORATION

 

 

 

                                      By /s/ William R. Robertson

                                        ---------------------------------

                                         William R. Robertson,

                                         Executive Vice-President

 

 

[Seal]

 

 

                                      Attest /s/ David W. Hart

                                            ------------------------------

                                            David W. Hart, Secretary

 

<PAGE>   6

 

                                                                       EXHIBIT A

                                                                       ---------

 

                            CERTIFICATE OF AMENDMENT

 

                                       OF

 

                     RESTATED CERTIFICATE OF INCORPORATION

 

                          ---------------------------

 

 

         NATIONAL CITY CORPORATION, a corporation organized and existing under

and by virtue of the General Corporation Law of the State of Delaware (the

"Corporation"), DOES HEREBY CERTIFY:

 

         FIRST: That a meeting of the Directors of the Corporation was duly

called and held on February 27, 1984, at which meeting of Directors a quorum was

present, and at such meeting the Directors, acting pursuant to Section 242 of

the General Corporation Law of the State of Delaware, adopted resolutions

setting forth a proposed Amendment to the first paragraph of Article Fourth of

the Restated Certificate of Incorporation of the Corporation dated March 12,

1973, declaring its advisability, and directing that such proposed Amendment be

considered at the annual meeting of stockholders to be held on April 23, 1984.

 

         SECOND: That thereafter a meeting of the stockholders of the

Corporation was duly called and held on April 23, 1984, upon notice in

accordance with Section 222 of the General Corporation Law of the State of

Delaware, at which meeting of stockholders a quorum was present, and at such

meeting the stockholders, acting pursuant to Section 242 of the General

Corporation Law of the State of Delaware, duly adopted an Amendment to the first

paragraph of Article Fourth of the Restated Certificate of Incorporation dated

March 12, 1973, so that the first paragraph of Article Fourth of the Restated

Certificate of Incorporation of the Corporation dated March 12, 1973 reads in

its entirety as follows:

 

                  "FOURTH. The Corporation is authorized to issue a total of

         fifty-five million (55,000,000) shares of all classes of stock. Of such

         total number of authorized shares of stock, fifty million (50,000,000)

         shares are Common Stock, par value $4.00 per share, and five million

         (5,000,000) shares are Preferred Stock without par value."

 

 

<PAGE>   7

         IN WITNESS WHEREOF, William R. Robertson, Executive Vice-President of

the Corporation, and David W. Hart, Secretary of the Corporation, acting for and

on its behalf, have hereunto subscribed their names and caused the seal of the

Corporation to be affixed hereto on May 7, 1984.

 

                                              NATIONAL CITY CORPORATION

 

                                              By /s/ William R. Robertson,

                                                -----------------------------

                                                William R. Robertson,

                                                Executive Vice-President

 

 

[Seal]

 

 

                                              Attest /s/  David W. Hart

                                                   ---------------------------

                                                   David W. Hart, Secretary

<PAGE>   8

 

 

                                STATE OF DELAWARE                        PAGE 1

 

                        OFFICE OF THE SECRETARY OF STATE

 

                       ----------------------------------

 

 

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

DESIGNATION OF "NATIONAL CITY CORPORATION", FILED IN THIS OFFICE ON THE EIGHTH

DAY OF NOVEMBER, A.D. 1984, AT 10 O'CLOCK A.M.

 

 

 

                                           /s/ Edward J. Freel

                                           --------------------------------

                                           Edward J. Freel, Secretary of State

 

                                           AUTHENTICATION:

                                                                8779750

[SEAL of the Secretary of                  DATE:            11-26-97

State of Delaware]

0784371  8100

971405379

<PAGE>   9

 

                           CERTIFICATE OF DESIGNATION

 

                             RIGHTS AND PREFERENCES

 

                                     OF THE

 

                      SERIES A CONVERTIBLE PREFERRED STOCK

 

                                       OF

 

                           NATIONAL CITY CORPORATION

 

                           --------------------------

 

 

         NATIONAL CITY CORPORATION, a corporation organized and existing under

the General Corporation Law of the State of Delaware (the "Corporation"),

 

         DOES HEREBY CERTIFY:

 

         That, pursuant to authority conferred upon the Board of Directors by

the Restated Certificate of Incorporation, as amended, of the Corporation, and

pursuant to the provisions of Section 151 of the General Corporation Law of the

State of Delaware, said Board of Directors, at a meeting duly held on July 23,

1984, duly adopted a resolution providing for the designation, powers,

preferences, and rights, and the qualifications, limitations and/or restrictions

thereof, of the Series A Convertible Preferred Stock of the Corporation, which

resolution is as follows:

 

                  RESOLVED, that pursuant to the authority granted to and vested

     in the Board of Directors of this Corporation in accordance with the

     provisions of its Restated Certificate of Incorporation, as amended, a

     series of Preferred Stock of the Corporation is hereby created, such series

     of Preferred Stock to be designated Series A Convertible Preferred Stock,

     to consist of 2,668,928 shares, without par value, of which the powers,

     preferences, and rights, and the qualifications, limitations and/or

     restrictions thereof, shall be as follows:

 

1.       DESIGNATION OF SERIES AND NUMBER OF SHARES.

 

         The series of Preferred Stock is designated "Series A Convertible

Preferred Stock" (the "Series A Convertible Preferred Stock"), and the number of

shares which shall constitute such series shall be 2,668,928 shares, without par

value, which number may be increased or decreased (but not below the number

thereof then outstanding) from time to time by the Board of Directors.

 

2.       DIVIDENDS.

 

         A. The dividend rate for the Series A Convertible Preferred Stock shall

be $3.70 per share per annum, payable quarterly on the first day of February,

May, August and November in each year to holders thereof of record on the

respective record dates fixed for the purpose by the Board of Directors or the

Dividend Committee thereof in advance of payment of such dividend. Dividends

shall accrue from November 9, 1984. The holders of Series A Convertible

Preferred Stock shall be entitled to receive, and the Corporation shall be bound

to pay thereon, but only as and when declared by the Board of Directors or the

Dividend Committee thereof, out of funds legally available for the payment

thereof, said cash dividends, and no more. Such dividends shall be cumulative

and shall be deemed to accrue from day to day regardless of whether the

Corporation shall have funds legally available for the payment of such

dividends. Accumulations of dividends on any shares of Series A Convertible

Preferred Stock will not bear interest.

 

         B. No full dividends shall be declared or paid or set apart for payment

on the preferred shares of any series ranking, as to dividends, on a parity with

or junior to the Series A Convertible Preferred Stock for any period unless full

cumulative dividends have been or contemporaneously are declared and paid or

declared and a sum sufficient for the payment thereof set apart for payment on

the Series A Convertible Preferred Stock for all Dividend Periods terminating

on or prior to the date of payment of such full

 

                                       1

<PAGE>   10

 

 

cumulative dividends. When dividends are not paid in full, as aforesaid, upon

the shares of the Series A Convertible Preferred Stock and any other series of

preferred shares ranking on a parity as to dividends with the Series A

Convertible Preferred Stock, all dividends declared and paid upon shares of the

Series A Convertible Preferred Stock and any other series of preferred shares

ranking on a parity as to dividends with the Series A Convertible Preferred

Stock shall be declared and paid pro rata so that the amount of dividends

declared and paid per share on the Series A Convertible Preferred Stock and such

series of other preferred shares shall in all cases bear to each other the same

ratio that accrued dividends per share on the shares of the Series A Convertible

Preferred Stock and such other series of preferred shares bear to each other.

Holders of shares of the Series A Convertible Preferred Stock shall not be

entitled to any dividends, whether payable in cash, property or stock, in

excess of full cumulative dividends, as herein provided, on the Series A

Convertible Preferred Stock.

 

         C. So long as any shares of the Series A Convertible Preferred Stock

are outstanding, no dividend (other than a dividend in shares of Common Stock or

in any other stock ranking junior to the Series A Convertible Preferred Stock as

to dividends and upon liquidation and other than as provided in paragraph (B)

above) shall be declared or paid or set aside for payment or other distribution

declared or made upon shares of the Common Stock or upon any other stock ranking

junior to or on a parity with the Series A Convertible Preferred Stock as to

dividends or upon liquidation, nor shall any shares of Common Stock nor any

other stock of the Corporation ranking junior to or on a parity with the Series

A Convertible Preferred Stock as to dividends or upon liquidation 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 stock) by the Corporation (except by conversion into or exchange for stock

of the Corporation ranking junior to the Series A Convertible Preferred Stock as

to dividends and upon liquidation) unless, in each case, the full cumulative

dividends on all outstanding shares of the Series A Convertible Preferred Stock

shall have been paid for all past quarterly dividend periods.

 

 

3.       REDEMPTION.

 

         A. Redemption by Shares of Common Stock. Subject to the conditions set

forth in this Section 3.A., the shares of the Series A Convertible Preferred

Stock shall be redeemable for shares of Common Stock on or before November 9,

1989 at any time, in whole but not in part, at the option of the Corporation by

vote of its Board of Directors. The redemption price under this Section 3.A.

(hereinafter called "the Section 3.A. redemption price") shall be .98 of a share

of Common Stock per share of Series A Convertible Preferred Stock plus, in each

case, cash in an amount equal to all unpaid dividends whether or not earned or

declared, accrued to the date fixed for redemption. The Section 3.A. redemption

price and the dollar amount set forth below shall be subject to adjustment in

accordance with the provisions of Section 5.C. The Corporation may redeem shares

of Series A Convertible Preferred Stock for shares of Common Stock only if the

ratio of the current market price per share of Common Stock, as defined in

Section 5.C.(c), on the date of mailing the notice of redemption, to $37.76, is

equal to or exceeds a fixed ratio. In the first year after issuance, the fixed

ratio shall be 140%, in the second year 130%, in the third year 120%, in the

fourth year 115%, and in the fifth year 110%.

 

         B. Redemption for Cash. The Series A Convertible Preferred Stock shall

be redeemable by the Corporation at any time after November 9, 1989 at $37 per

share, plus accrued dividends (as defined below) to the redemption date on

shares redeemed with funds legally available for such purpose and the

Corporation, at the option of the Board of Directors, may at any time redeem the

whole, or from time to time may redeem any part, of the Series A Convertible

Preferred Stock at such time or times after the aforesaid date by paying

therefor in cash the aforesaid amount, such sum being hereinafter referred to as

the "redemption price"; provided, however, that less than all of the Series A

Convertible Preferred Stock may be redeemed only after full cumulative and

current dividends, with respect to Series A Cumulative Preferred Stock, have

either been paid or set aside for payment. If less than all of the outstanding

shares of Series A Convertible Preferred Stock are to be called for redemption,

the shares to be redeemed shall be selected by whichever of the following

methods the Board of Directors shall choose: by lot or pro rata in such manner

as may be prescribed by resolution of the Board of Directors.

 

                                       2

<PAGE>   11

 

 

         C. Redemption Procedure. Not more than sixty (60) days and not less

than forty (40) days prior to the redemption date, notice of the proposed

redemption shall be mailed to the holders of record of the Series A Convertible

Preferred Stock to be redeemed, such notice to be addressed to each such

stockholder at his last known post office address shown on the records of the

Corporation, and the time of mailing such notice shall be deemed to be the time

of the giving thereof. On or after the date of redemption stated in such notice

(hereinafter sometimes referred to as the "redemption date"), each holder of

Series A Convertible Preferred Stock called for redemption shall surrender his

certificate(s) for such stock to the Corporation at the place designated in such

notice and shall thereupon be entitled to receive payment of the redemption

price. In case less than all the shares represented by any such surrendered

certificate are redeemed, a new certificate shall be issued representing the

unredeemed shares. If such notice of redemption shall have been given as

aforesaid, and if on or before the redemption date funds necessary for the

redemption shall have been set aside so as to be and continue available

therefor, then, notwithstanding that the certificates representing any shares of

Series A Convertible Preferred Stock so called for redemption shall not have

been surrendered, the dividends thereon shall cease to accrue after the

redemption date, and all rights with respect to the shares so called for

redemption shall forthwith after such redemption date cease, except only the

right of the holders to receive the redemption price without interest. If such

notice of redemption of all or any part of the Series A Convertible Preferred

Stock shall have been mailed as aforesaid and the Corporation shall thereafter

deposit money for the payment of the redemption price pursuant thereto with any

bank or trust company (hereinafter referred to as the "depository"), including

any subsidiary of the Corporation, selected by the Board of Directors for that

purpose, to be applied to such redemption, then from and after the making of

such deposit, such shares shall not be deemed to be outstanding for any purpose,

and the rights of the holders thereof shall be limited to the rights to receive

payment of the redemption price (without interest but including accrued

dividends to the redemption date) from the depository upon endorsement, if

required, and surrender of the certificates thereof; provided, however, that no

then existing right of conversion with respect to such shares shall be impaired

by such deposit. Any moneys so deposited which shall not be required for such

redemption because of the exercise of any such right of conversion subsequent to

the date of such deposit shall be returned to the Corporation forthwith. The

Corporation shall be entitled to receive, from time to time, from the depository

the interest, if any, earned on such moneys deposited with it, and the holders

of any shares so redeemed shall have no claim to any such interest. Any moneys

so deposited and remaining unclaimed at the end of six (6) years from the

redemption date shall, if thereafter requested by resolution of the Board of

Directors, be repaid to the Corporation, and in the event of such repayment to

the Corporation, such holders of record of the shares so called for redemption

as shall not have made claim against such moneys prior to such repayment to the

Corporation shall be deemed to be unsecured creditors of the Corporation for an

amount equivalent to the amount deposited as above stated for the redemption of

such shares and so repaid to the Corporation, but shall in no event be entitled

to any interest.

 

4.       LIQUIDATION PREFERENCE.

 

         The amount payable on the Series A Convertible Preferred Stock in the

event of any voluntary or involuntary liquidation, dissolution or winding-up of

affairs of the Corporation shall be $37 per share, plus accrued dividends to the

date fixed for payment of distributable amounts on the Series A Convertible

Preferred Stock. Upon any voluntary or involuntary liquidation, dissolution or

winding-up of the Corporation, the holders of Series A Convertible Preferred

Stock shall be entitled, before any distribution shall be made to the holders of

Common Stock or of any other class of stock junior to the Series A Convertible

Preferred Stock, to be paid the full preferential amount of $37 per share, but

the holders of such Series A Convertible Preferred Stock shall not be entitled

to any further payment. If upon such voluntary or involuntary liquidation,

dissolution or winding-up of the Corporation, the net assets of the Corporation

shall be insufficient to permit the payment to the holders of all outstanding

shares of Preferred Stock of the Corporation of all series of the full

preferential amounts to which they are respectively entitled, then the entire

net assets of the Corporation shall be distributed ratably in respect of all

outstanding shares of Preferred Stock of the Corporation of all series in

proportion to the full preferential amount to which each such share is entitled.

 

                                       3

<PAGE>   12

 

 

5.       CONVERSION.

 

         A. Subject to the provisions for adjustment hereinafter set forth, the

holders of shares of Series A Convertible Preferred Stock shall have the right,

at their option, at any time and from time to time, to convert all or any fully

paid and nonassessable shares of the Series A Convertible Preferred Stock into

Common Stock at the rate of ninety-eight one hundredths (.98) of a share of

Common Stock for each share of Series A Convertible Preferred Stock surrendered

for conversion; provided that the right to convert any shares of Series A

Convertible Preferred Stock called for redemption shall terminate at the close

of business on the fifth day prior to the date fixed for such redemption unless

default shall be made in the payment of the redemption price, and upon any

liquidation, dissolution or winding-up of the affairs of the Corporation such

right of conversion shall terminate at the close of business on the fifth day

prior to the date fixed for payment of distributable amounts on the Series A

Convertible Preferred Stock. Upon conversion, no payment or adjustment shall be

made for dividends on the Series A Convertible Preferred Stock surrendered for

conversion or the Common Stock issued on conversion.

 

         B. Each holder of Series A Convertible Preferred Stock desiring to

exercise his right of conversion shall deliver to the Corporation written notice

of his election to convert, and shall surrender to the Corporation the

certificates for the shares of Series A Convertible Preferred Stock to be

converted (properly endorsed or assigned for transfer if the Board of Directors

of the Corporation shall so require). Upon receipt by the Corporation of any

such notice of election to convert Series A Convertible Preferred Stock and upon

surrender of the certificates therefor, the Corporation shall, as soon as

practicable, execute and deliver to the converting holder of Series A

Convertible Preferred Stock certificates for the number of full shares of Common

Stock to which he is entitled upon conversion, together with a cash payment in

lieu of any fraction of a share as hereinafter provided. If more than one stock

certificate for Series A Convertible Preferred 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.

For all purposes, the rights of a converting holder of Series A Convertible

Preferred Stock as such holder shall cease, and the person or person in whose

name or names the certificates for Common Stock issuable upon such conversion

are to be issued shall be deemed to have become the record holder or holders of

such Common Stock at the close of business on the day on which delivery of such

notice or the surrender of the certificates for such shares (whichever shall

last occur) shall be made.

 

         C. The number of shares of Common Stock into which each share of Series

A Convertible Preferred Stock is convertible shall be subject to adjustment from

time to time as follows:

 

                  (a) In case the Corporation shall (i) distribute to the

     holders of its Common Stock any dividend payable in shares of Common Stock

     of the Corporation, (ii) subdivide its outstanding Common Stock into a

     larger number of shares, or (iii) combine outstanding Common Stock into a

     smaller number of shares, the conversion rate in effect immediately prior

     thereto shall be adjusted so that the holder of each share of Series A

     Convertible Preferred Stock shall thereafter be entitled to receive upon

     conversion of such share the number of shares of Common Stock which he

     would have owned or been entitled to receive after the happening of any of

     the events described above had such share of Series A Convertible Preferred

     Stock been converted immediately prior to the happening of such event. Such

     adjustment shall be made whenever any of the events described above shall

     occur. An adjustment made pursuant to this Section 5.C(a) shall become

     effective retroactively immediately after the record date in the case of a

     dividend payable in shares of Common Stock and immediately after the

     effective date in the case of a subdivision or combination of shares.

 

                  (b) In case the Corporation shall issue to the holders of its

     Common Stock as a class any rights or warrants to subscribe for or purchase

     shares of Common Stock at a price per share less than the current market

     price (as hereinafter defined) of Common Stock at the record date mentioned

     below, in each such case the conversion rate in effect immediately prior

     thereto shall be adjusted so that the holder of each share of Series A

     Convertible Preferred Stock shall thereafter be entitled to receive upon

     conversion a number of shares of Common Stock determined by multiplying the

     number of shares of Common Stock into which such share of Series A

     Convertible Preferred Stock

 

                                       4

<PAGE>   13

 

 

 

         was theretofore convertible by a fraction of which the numerator shall

         be the sum of the number of shares of Common Stock outstanding on said

         record date plus the number of additional shares of Common Stock so

         offered for subscription or purchase, and of which the denominator

         shall be the sum of the number of shares of Common Stock outstanding on

         said record date plus the number of shares of Common Stock which the

         aggregate offering price of the total number of shares so offered for

         subscription or purchase would purchase at the current market price per

         share of the Common Stock at such record date. Such adjustment shall be

         made whenever such rights or warrants are issued and shall become

         effective retroactively immediately after the record date for the

         determination of stockholders entitled to receive such rights or

         warrants.

 

                  (c) For the purpose of any computation under this Section 5,

         the current market price per share of Common Stock at any time shall be

         the average of the daily closing prices for the thirty (30) consecutive

         business days commencing forty-five (45) business days before the time

         in question. The closing price for each day shall be the last sale

         price or, in case no such sale takes place on such day, the average of

         the closing bid and asked prices, in either case as quoted by the

         National Association of Securities Dealers, Inc. National Market List

         or on the principal national securities exchange, if any, on which the

         Common Stock is listed or admitted to trading.

 

                  (d) No adjustment in the number of shares of Common Stock into

         which any share of Series A Convertible Preferred Stock is convertible

         shall be required unless such adjustment would require an increase or

         decrease of at least 1/100 of a share in the number of shares of Common

         Stock into which such share of Series A Convertible Preferred Stock is

         then convertible; provided, however, that any adjustments which by

         reason of this subclause (d) are not required to be made shall be

         carried forward and taken into account in any subsequent adjustment.

 

                  (e) In case of any capital reorganization or any

         reclassification of the capital stock of the Corporation or in case of

         the consolidation or merger of the Corporation with or into another

         corporation or the conveyance of all or substantially all of the assets

         of the Corporation to another corporation, each share of Series A

         Convertible Preferred Stock shall thereafter be convertible into the

         number of shares of stock or other securities or property to which a

         holder of the number of shares of Common Stock of the Corporation

         deliverable upon conversion of such share of Series A Convertible

         Preferred Stock would have been entitled upon such reorganization,

         reclassification, consolidation, merger or conveyance; and, in any such

         case, appropriate adjustment (as determined by the Board of Directors)

         shall be made in the application of the provisions herein set forth

         with respect to the rights and interests thereafter of the holders of

         Series A Convertible Preferred Stock, to the end that the provisions

         set forth herein (including provisions with respect to changes in, and

         other adjustments of, the conversion rate) shall thereafter be

         applicable, as nearly as reasonably may be, in relation to any shares

         of stock or other securities or property thereafter deliverable upon

         the conversion of shares of Series A Convertible Preferred Stock.

 

                  (f) Whenever any adjustment is made in the conversion rate(s)

         as herein required, the Corporation shall forthwith cause to be

         mailed to the holders of record of the outstanding shares of Series A

         Convertible Preferred Stock at their addresses as shown on the books of

         the Corporation a statement describing in reasonable detail the

         adjustment and the method of calculation used.

 

         D. Upon any conversion, fractional shares of Common Stock shall not be

issued but any fractional share of Common Stock shall be adjusted in cash (to

the nearest 1/100 of a share) on the basis of the current market price per share

of Common Stock as defined in Section 5.C.(c) hereof on the date the shares are

surrendered for conversion unless the Board of Directors shall determine to

adjust them by the issuance of fractional scrip certificates or in some other

manner.

 

         E. The Corporation shall at all times reserve and keep available out of

its authorized shares the full number of shares of Common Stock into which all

shares of Series A Convertible Preferred Stock from time to time outstanding are

convertible.

 

                                       5

<PAGE>   14

 

 

         F. The Corporation shall pay all issue taxes, if any, incurred in

respect of the issue of Common Stock on conversion, provided, however, that the

Corporation shall not be required to pay any transfer or other taxes incurred by

reason of the issuance of Common Stock in names other than those in which the

Series A Convertible Preferred Stock surrendered for conversion may stand.

 

         In the event that:

 

                  (i) the Corporation shall declare a dividend (or any other

         distribution) on its Common Stock payable otherwise than in cash; 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 stock of any class or to receive 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, or sale,

         lease or conveyance of all or substantially all of the assets of the

         Corporation to another corporation occurs; or

 

                  (iv) the voluntary or involuntary dissolution, liquidation or

         winding-up of the Corporation occurs;

 

then, and in any such case, the Corporation shall cause to be mailed to the

holders of record of the outstanding shares of Series A Convertible Preferred

Stock, at least twenty (20) days prior to the date hereinafter specified, a

notice stating (a) the date on which a record is to be taken for the purpose of

such dividend, distribution or 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 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, dissolution, liquidation or winding-up.

 

6.       VOTING RIGHTS.

 

         A. The holders of Series A Convertible Preferred Stock shall, subject

to the provisions of the Restated Certificate of Incorporation and By-Laws of

the Corporation and the statutes of the State of Delaware relating to the fixing

of a record date, be entitled to one vote for each share of Series A Convertible

Preferred Stock held by them respectively, for the election of Directors and for

any other purposes, and, except as otherwise provided herein or required by law,

the holders of the Series A Convertible Preferred Stock and the holders of

Common Stock of the Corporation shall vote together as one class on all matters.

 

          B. During any period in which dividends on the Series A Convertible

Preferred Stock are cumulatively in arrears in the amount of six or more full

quarterly dividends, the holders of the Series A Convertible Preferred Stock,

voting together as a class with the holders of any other series of Preferred

Stock who are similarly entitled to vote, will have the right to elect two

directors which two directorships shall be in addition to that number of

directors then determined as constituting the number of members of the Board of

Directors pursuant to the Restated Certificate of Incorporation of the

Corporation.

 

         C. The approval of a majority of the outstanding shares of Series A

Convertible Preferred Stock voted together as a class with all other issued and

outstanding shares of any other series of Preferred Stock ranking on a parity

with the Series A Convertible Preferred Stock and similarly entitled to vote

shall be required in order to amend the Restated Certificate of Incorporation of

the Corporation to affect adversely the rights of the holders of the Series A

Convertible Preferred Stock or any other series of Preferred Stock ranking on a

parity with the Series A Convertible Preferred Stock and similarly entitled to

vote or to take any action that would result in the creation of or an increase

in the number of authorized shares senior or superior with respect to dividends

or upon liquidation to the Series A Convertible Preferred Stock or any other

series of Preferred Stock ranking on a parity with the Series A Convertible

Preferred Stock;

 

                                       6

 

<PAGE>   15

 

provided, however, that no such approval shall be required unless an aggregate

of at least 50% of the shares of Series A Convertible Preferred Stock and shares

of any other series of Preferred Stock ranking on a parity with the Series A

Convertible Preferred Stock similarly entitled to vote is issued and outstanding

at such time, subject to adjustment in the manner indicated in Section 5.C.(a)

hereof to avoid dilution or concentration of voting power.

 

7.       NO PREEMPTIVE RIGHTS.

 

         The holders of Series A Convertible Preferred Stock shall have no

preemptive rights, and no holders of Series A Convertible Preferred Stock shall

be entitled, as a matter of right, to subscribe for or purchase shares of any

class now or hereafter authorized, or to subscribe for or purchase securities

convertible into or exchangeable for shares of any class or to which shall be

attached or appertain any warrants or rights entitling the holder thereof to

subscribe for or purchase shares of any class, except such rights of

subscription or purchase, if any, at such price or prices and upon such terms

and conditions as the Board of Directors in its discretion may from time to time

determine.

 

8.       ACCRUED DIVIDENDS.

 

         The term "accrued dividends" or "dividends accrued," wherever used with

reference to the Series A Convertible Preferred Stock in the Restated

Certificate of Incorporation of the Corporation, shall be deemed to mean an

amount which shall be equal to dividends thereon at the rate of $3.70 per annum

computed from the date on which such dividends began to accrue on such shares to

the date to which dividends are stated to accrue, less the aggregate amount

of dividends theretofore paid thereon.

 

9.       PRIORITY.

 

         Any reference in the Restated Certificate of Incorporation or in any

Certificate of Designation filed by the Corporation as contemplated in the

Restated Certificate of Incorporation to a class of stock ranking prior to or on

a parity with the Series A Convertible Preferred Stock shall be deemed to refer

to such classes of Stock, respectively, ranking prior to or on a parity with the

Series A Convertible Preferred Stock in respect of dividends or distribution of

assets on liquidation.

 

                  FURTHER RESOLVED, that the preferences of each share of Series

         A Convertible Preferred Stock with respect to dividend payments and

         distributions upon the voluntary or involuntary liquidation,

         dissolution or winding up of the Corporation shall be equal to the

         preferences of the shares of Adjustable Rate Cumulative Preferred Stock

         of the Corporation from time to time outstanding in every respect.

 

                  FURTHER RESOLVED, that the proper officers of the Corporation

         file a copy of the foregoing resolutions with the Secretary of State of

         Delaware in accordance with the provisions of Section 103 of the

         General Corporation Law of the State of Delaware.

 

         IN WITNESS WHEREOF, NATIONAL CITY CORPORATION has caused its corporate

seal to be hereunto affixed and this Certificate to be signed by its Chairman

and its Secretary this 7th day of November, 1984.

 

                                             /s/ Julien L McCall

                                             --------------------------------

                                              Julien L McCall, Chairman

 

 

[SEAL]

 

/s/ David W. Hart

-------------------------------------------

David W. Hart, Secretary

 

 

 

 

 

 

<PAGE>   16

 

                                                                          PAGE 1

 

                               STATE OF DELAWARE

 

                        OFFICE OF THE SECRETARY OF STATE

 

                      -----------------------------------

 

 

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

DESIGNATION OF "NATIONAL CITY CORPORATION", FILED IN THIS OFFICE ON THE EIGHTH

DAY OF NOVEMBER, A.D. 1984, AT 10:01 O'CLOCK A.M.

 

 

 

 

 

 

 

 

                                       /s/ Edward J. Freel

                                       ------------------------------------

                                       Edward J. Freel, Secretary of State

 

                                       AUTHENTICATION: 8779751

 

                                       DATE:  11-26-97

 

[Seal of the Secretary of the state of Delaware]

 

0784371  8100

971405379

<PAGE>   17

 

 

 

 

                           CERTIFICATE OF DESIGNATION

 

                             RIGHTS AND PREFERENCES

 

                                     OF THE

 

                   ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK

 

                          OF NATIONAL CITY CORPORATION

 

                       ----------------------------------

 

 

 

         NATIONAL CITY CORPORATION, a corporation organized and existing under

the General Corporation Law of the State of Delaware (the "Corporation"),

 

         DOES HEREBY CERTIFY:

 

         That, pursuant to authority conferred upon the Board of Directors by

the Restated Certificate of Incorporation, as amended, of the Corporation, and

pursuant to the provisions of Section 151 of the General Corporation Law of the

State of Delaware, said Board of Directors, at a meeting duly held on July 23,

1984, duly adopted a resolution providing for the designation, powers,

preferences, and rights, and the qualifications, limitations and/or restrictions

thereof, of the Adjustable Rate Cumulative Preferred Stock of the Corporation,

which resolution is as follows:

 

                  RESOLVED, that pursuant to the authority granted to and vested

         in the Board of Directors of this Corporation in accordance with the

         provisions of its Restated Certificate of Incorporation, as amended, a

         series of Preferred Stock of the Corporation is hereby created, such

         series of Preferred Stock to be designated Adjustable Rate Cumulative

         Preferred Stock, to consist of 12,000 shares, without par value, of

         which the powers, preferences, and rights, and the qualifications,

         limitations and/or restrictions thereof, shall be as follows:

 

1.       DESIGNATION OF SERIES AND NUMBER OF SHARES.

 

         The series of Preferred Stock is designated "Adjustable Rate Cumulative

Preferred Stock" (the "Adjustable Rate Preferred Stock"), and the number of

shares which shall constitute such series shall be 12,000 shares, without par

value, which may be issued in fractional shares, each representing one-fiftieth

of a share of Adjustable Rate Preferred Stock.

 

2.       DIVIDENDS.

 

                  (1) Dividends on the shares of the Adjustable Rate Preferred

         Stock shall be payable for each quarterly dividend period (hereinafter

         referred to individually as a "Dividend Period" and collectively as

         "Dividend Periods") which Dividend Periods shall commence on March 1,

         June 1, September 1 and December 1 in each year and shall end on and

         include the day next preceding the first day of the next Dividend

         Period, at a rate per annum of the Stated Value (as defined in

         paragraph (8) of this Section 2) equal to the Applicable Rate (as

         defined in paragraph (2) of this Section 2) in respect of such Dividend

         Period. Such dividends shall be cumulative from the date of original

         issue of such shares and shall be payable, when and as declared by the

         Board of Directors, on the first day of March, June, September and

         December of each year. Each such dividend shall be paid to the holders

         of record of shares of Adjustable Rate Preferred Stock as they appear

         on the stock register of the corporation on such record date, not

         exceeding 30 days preceding the payment date thereof, as shall be fixed

         by the Board of Directors or by a committee of said Board of Directors

         duly authorized to fix such date. Dividends on account of arrears for

         any past Dividend Periods may be declared and paid at any time, without

         reference to any regular dividend payment date, to holders of record on

         such date, not exceeding 45 days preceding the payment date thereof, as

         may be fixed by the Board of Directors or by a committee of said Board

         of Directors duly authorized to fix such date.

 

                                       1

<PAGE>   18

 

 

         (2) Except as provided below in this paragraph, the "Applicable Rate"

for any Dividend Period shall be equal to 2.00% less than the highest of the

Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year

Constant Maturity Rate (each as hereinafter defined) for such Dividend Period.

In the event that the Corporation determines in good faith that for any reason:

 

                  (i) any one of the Treasury Bill Rate, the Ten Year Constant

         Maturity Rate and the Twenty Year Constant Maturity Rate cannot be

         determined for any Dividend Period, then the Applicable Rate for such

         Dividend Period shall be equal to 2.00% less than the higher of

         whichever two of such Rates can be so determined;

 

                  (ii) only one of the Treasury Bill Rate, the Ten Year Constant

         Maturity Rate and the Twenty Year Constant Maturity Rate can be

         determined for any Dividend Period, then the Applicable Rate for such

         Dividend Period shall be equal to 2.00% less than whichever such Rate

         can be so determined; or

 

                  (iii) none of the Treasury Bill Rate, the Ten Year Constant

         Maturity Rate and the Twenty Year Constant Maturity Rate can be

         determined for any Dividend Period, then the Applicable Rate in effect

         for the preceding Dividend Period shall be continued for the Dividend

         Period for which the Applicable Rate on this Adjustable Rate Preferred

         Stock is being determined.

 

Anything herein to the contrary notwithstanding, the Applicable Rate for any

Dividend Period shall in no event be less than 6.00% per annum or greater than

13.00% per annum.

 

         (3) Except as provided below in this paragraph, the "Treasury Bill

Rate" for each Dividend Period shall be the arithmetic average of the two most

recent weekly per annum market discount rates (or the one weekly per annum

market discount rate, if only one such rate shall be published during the

relevant Calendar Period (as hereinafter defined) as provided below) for

three-month U.S. Treasury Bills, as published weekly by the Federal Reserve

Board during the Calendar Period immediately prior to the last ten calendar days

of February, May, August or November, as the case may be, prior to the Dividend

Period for which the dividend rate on the Adjustable Rate Preferred Stock is

being determined. In the event that the Federal Reserve Board does not publish

such a weekly per annum market discount rate during such Calendar Period, then

the Treasury Bill Rate for such Dividend Period shall be the arithmetic average

of the two most recent weekly per annum market discount rates (or the one weekly

per annum market discount rate, if only one such rate shall be published during

the relevant Calendar Period as provided below) for three-month U.S. Treasury

Bills, as published weekly during such Calendar Period by any Federal Reserve

Bank or by any U.S. Government department or agency selected by the Corporation.

In the event that a per annum market discount rate for three-month U.S. Treasury

Bills shall not be published by the Federal Reserve Board or by any Federal

Reserve Bank or by any U.S. Government department or agency during such Calendar

Period, then the Treasury Bill Rate for such Dividend Period shall be the

arithmetic average of the two most recent weekly per annum market discount rates

(or the one weekly per annum market discount rate, if only one such rate shall

be published during the relevant Calendar Period as provided below) for all of

the U.S. Treasury Bills then having maturities of not less than 80 nor more than

100 days, as published during such Calendar Period by the Federal Reserve Board

or, if the Federal Reserve Board shall not publish such rates, by any Federal

Reserve Bank or by any U.S. Government department or agency selected by the

Corporation. In the event that the Corporation determines in good faith that for

any reason no such U.S. Treasury Bill rates are published as provided above

during such Calendar Period, then the Treasury Bill Rate for such Dividend

Period shall be the arithmetic average of the per annum market discount rates

based upon the closing bids during such Calendar Period for each of the issues

of marketable non-interest bearing U.S. Treasury securities with a maturity of

not less than 80 nor more than 100 days from the date of each such quotation, as

chosen and quoted daily for each business day in New York City (or less

frequently if daily quotations shall not be generally available) to the

Corporation by at least three recognized dealers in U.S. Government securities

selected by the Corporation. In the event that the Corporation determines in

good faith that for any reason the Corporation cannot determine the Treasury

Bill Rate for any Dividend Period as provided above in this paragraph, then the

 

                                       2

<PAGE>   19

 

 

Treasury Bill Rate for such Dividend Period shall be the arithmetic average of

the per annum market discount rates based upon the closing bids during such

Calendar Period for each of the issues of marketable interest-bearing U.S.

Treasury securities with a maturity of not less than 80 nor more than 100 days,

as chosen and quoted daily for each business day in New York City (or less

frequently if daily quotations shall not be generally available) to the

Corporation by at least three recognized dealers in U.S. Government securities

selected by the Corporation.

 

         (4) Except as provided below in this paragraph, the "Ten Year Constant

Maturity Rate" for each Dividend Period shall be the arithmetic average of the

two most recent weekly per annum Ten Year Average Yields (or the one weekly per

annum Ten Year Average Yield, if only one such Yield shall be published during

the relevant Calendar Period as provided below), as published weekly by the

Federal Reserve Board during the Calendar Period immediately prior to the last

ten calendar days of February, May, August or November, as the case may be,

prior to the Dividend Period for which the dividend rate on the Adjustable Rate

Preferred Stock is being determined. In the event that the Federal Reserve Board

does not publish such a weekly per annum Ten Year Average Yield during such

Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend

Period shall be the arithmetic average of the two most recent weekly per annum

Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if

only one such Yield shall be published during the relevant Calendar Period as

provided below), as published weekly during such Calendar Period by any Federal

Reserve Bank or by any U.S. Government department or agency selected by the

Corporation. In the event that a per annum Ten Year Average Yield shall not be

published by the Federal Reserve Board or by any Federal Reserve Bank or by any

U.S. Government department or agency during such Calendar Period, then the Ten

Year Constant Maturity Rate for such Dividend Period shall be the arithmetic

average of the two most recent weekly per annum average yields to maturity (or

the one weekly per annum average yield to maturity, if only one such yield shall

be published during the relevant Calendar Period as provided below) for all of

the actively traded marketable U.S. Treasury fixed interest rate securities

(other than Special Securities as hereinafter defined) then having maturities of

not less than eight nor more than twelve years, as published during such

Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board

shall not publish such yields, by any Federal Reserve Bank or by any U.S.

Government department or agency selected by the Corporation. In the event that

the Corporation determines in good faith that for any reason the Corporation

cannot determine the Ten Year Constant Maturity Rate for any Dividend Period as

provided above in this paragraph, then the Ten Year Constant Maturity Rate for

such Dividend Period shall be the arithmetic average of the per annum average

yields to maturity based upon the closing bids during such Calendar Period for

each of the issues of actively traded marketable U.S. Treasury fixed interest

rate securities (other than Special Securities) with a final maturity date not

less than eight nor more than twelve years from the date of each such quotation,

as chosen and quoted daily for each business day in New York City (or less

frequently if daily quotations shall not be generally available) to the

Corporation by at least three recognized dealers in U.S. Government securities

selected by the Corporation.

 

         (5) Except as provided below in this paragraph, the "Twenty Year

Constant Maturity Rate" for each Dividend Period shall be the arithmetic average

of the two most recent weekly per annum Twenty Year Average Yields (or the one

weekly per annum Twenty Year Average Yield, if only one such Yield shall be

published during the relevant Calendar Period as provided below), as published

weekly by the Federal Reserve Board during the Calendar Period immediately prior

to the last ten calendar days of February, May, August or November, as the case

may be, prior to the Dividend Period for which the dividend rate on the

Adjustable Rate Preferred Stock is being determined. In the event that the

Federal Reserve Board does not publish such a weekly per annum Twenty Year

Average Yield during such Calendar Period, then the Twenty Year Constant

Maturity Rate for such Dividend Period shall be the arithmetic average of the

two most recent weekly per annum Twenty Year Average Yields (or the one weekly

per annum Twenty Year Average Yield, if only one such Yield shall be published

during the relevant Calendar Period as provided below), as published weekly

during such Calendar Period by any Federal Reserve Bank or by any U.S.

Government

 

                                       3

 

<PAGE>   20

 

 

 

department or agency selected by the Corporation. In the event that a per annum

Twenty Year Average Yield shall not be published by the Federal Reserve Board or

by any Federal Reserve Bank or by any U.S. Government department or agency

during such Calendar Period, then the Twenty Year Constant Maturity Rate for

such Dividend Period shall be the arithmetic average of the two most recent

weekly per annum average yields to maturity (or the one weekly per annum average

yield to maturity, if only one such yield shall be published during the relevant

Calendar Period as provided below) for all of the actively traded marketable

U.S. Treasury fixed interest rate securities (other than Special Securities)

then having maturities of not less than eighteen nor more than twenty-two years,

as published during such Calendar Period by the Federal Reserve Board or, if the

Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank

or by any U.S. Government department or agency selected by the Corporation. In

the event that the Corporation determines in good faith that for any reason the

Corporation cannot determine the Twenty Year Constant Maturity Rate for any

Dividend Period as provided above in this paragraph, then the Twenty Year

Constant Maturity Rate for such Dividend Period shall be the arithmetic average

of the per annum average yields to maturity based upon the closing bids during

such Calendar Period for each of the issues of actively traded marketable U.S.

Treasury fixed interest rate securities (other than Special Securities) with a

final maturity date not less than eighteen nor more than twenty-two years from

the date of each such quotation, as chosen and quoted daily for each business

day in New York City (or less frequently if daily quotations shall not be

generally available) to the Corporation by at least three recognized dealers in

U.S. Government securities selected by the Corporation.

 

         (6) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the

Twenty Year Constant Maturity Rate shall each be rounded to the nearest five

hundredths of a percentage point.

 

         (7) The Applicable Rate with respect to each Dividend Period will be

calculated as promptly as practicable by the Corporation according to the

appropriate method described herein. The mathematical accuracy of each such

calculation will be confirmed in writing by independent accountants of

recognized standing. The Corporation will cause notice of each Applicable Rate

for a new dividend period to be enclosed with the dividend payment checks next

mailed to the holders of shares of the Adjustable Rate Preferred Stock.

 

         (8) For purposes of this Section 2, the term:

 

                           (i) "Calendar Period" shall mean fourteen calendar

                  days;

 

                           (ii) "Special Securities" shall mean securities which

                  can, at the option of the holder, be surrendered at face value

                  in payment of any Federal estate tax or which provide tax

                  benefits to the holder and are priced to reflect such tax

                  benefits or which were originally issued at a deep or

                  substantial discount;

 

                           (iii) "Ten Year Average Yield" shall mean the average

                  yield to maturity for actively traded marketable U.S.

                  Treasury fixed interest rate securities (adjusted to constant

                  maturities of ten years);

 

                           (iv) "Twenty Year Average Yield" shall mean the

                  average yield to maturity for actively traded marketable U.S.

                  Treasury fixed interest rate securities (adjusted to constant

                  maturities of twenty years); and

 

                           (v) "Stated Value" shall mean $2500 per share.

 

         (9) No full dividends shall be declared or paid or set apart for

payment on the preferred shares of any series ranking, as to dividends, on a

parity with or junior to the Adjustable Rate preferred Stock for any period

unless full cumulative dividends have been or contemporaneously are declared and

paid or declared and a sum sufficient for the payment thereof set apart for

payment on the Adjustable Rate Preferred Stock for all Dividend Periods

terminating on or prior to the date of payment of such full cumulative

dividends. When dividends are not paid in full, as aforesaid, upon

 

                                       4

<PAGE>   21

 

 

         the shares of the Adjustable Rate Preferred Stock and any other series

         of preferred shares ranking on a parity as to dividends with the

         Adjustable Rate Preferred Stock, all dividends declared and paid upon

         shares of the Adjustable Rate Preferred Stock and any other series of

         preferred shares ranking on a parity as to dividends with the

         Adjustable Rate Preferred Stock shall be declared and paid pro rata so

         that the amount of dividends declared and paid per share on the

         Adjustable Rate Preferred Stock and such series of other preferred

         shares shall in all cases bear to each other the same ratio that

         accrued dividends per share on the shares of the Adjustable Rate

         Preferred Stock and such other series of preferred shares bear to each

         other. Holders of shares of the Adjustable Rate Preferred Stock shall

         not be entitled to any dividends, whether payable in cash, property or

         stock, in excess of full cumulative dividends, as herein provided, on

         the Adjustable Rate Preferred Stock. No interest, or sum of money in

         lieu of interest, shall be payable in respect of any dividend payment

         or payments on the Adjustable Rate Preferred Stock which may be in

         arrears.

 

                  (10) So long as any shares of the Adjustable Rate Preferred

         Stock are outstanding, no dividend (other than a dividend in shares of

         Common Stock or in any other stock ranking junior to the Adjustable

         Rate Preferred Stock as to dividends and upon liquidation and other

         than as provided in paragraph (9) of this Section 2) shall be declared

         or paid or set aside for payment or other distribution declared or made

         upon shares of the Common Stock or upon any other stock ranking junior

         to or on a parity with the Adjustable Rate Preferred Stock as to

         dividends or upon liquidation, nor shall any shares of Common Stock nor

         any other stock of the Corporation ranking junior to or on a parity

         with the Adjustable Rate Preferred Stock as to dividends or upon

         liquidation 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 stock) by the

         Corporation (except by conversion into or exchange for stock of the

         Corporation ranking junior to the Adjustable Rate Preferred Stock as to

         dividends and upon liquidation) unless, in each case, the full

         cumulative dividends on all outstanding shares of the Adjustable Rate

         Preferred Stock shall have been paid for all past Dividend Periods.

 

                  (11) Dividends payable on the Adjustable Rate Preferred Stock

         for each full Dividend Period shall be computed by multiplying the

         Applicable Rate by the Stated Value and dividing by four. Dividends

         payable on the Adjustable Rate Preferred Stock for any period less than

         a full Dividend Period shall be computed on the basis of a 360-day year

         of 30-day months and the actual number of days elapsed in the period

         for which payable.

 

3.       Redemption.

 

                  (1) The shares of the Adjustable Rate Preferred Stock shall

         not be redeemable prior to March 1, 1988. On or after March 1, 1988,

         the Corporation, at its option, may redeem shares of the Adjustable

         Rate Preferred Stock, as a whole or in part, at any time or from time

         to time, at a redemption price (i) in the case of any redemption on a

         redemption date occurring on or after March 1, 1988, and prior to March

         1, 1993, of $2,575 per share and (ii) in the case of any redemption on

         a redemption date occurring on or after March 1, 1993, of $2,500.00 per

         share, plus, in each case, accrued and unpaid dividends thereon to the

         date fixed for redemption.

 

                  (2) In the event that fewer than all the outstanding shares of

         the Adjustable Rate Preferred Stock are to be redeemed the number of

         shares to be redeemed shall be determined by the Board of Directors and

         the shares to be redeemed shall be determined by lot or pro rata as may

         be determined by the Board of Directors or by any other method as may

         be determined by the Board of Directors in its sole discretion to be

         equitable.

 

                  (3) In the event the Corporation shall redeem shares of the

         Adjustable Rate Preferred Stock, notice of such redemption shall be

         given by first class mail, postage prepaid, mailed not less than 30 nor

         more than 60 days prior to the redemption date, to each holder of

         record of the shares to be so redeemed, at such holder's address as the

         same appears on the stock register of the Corporation. Each such notice

         shall state: (i) the redemption date; (ii) the number of shares of the

         Adjustable Rate Preferred Stock to be redeemed and, if fewer than all

         the shares held by such holder are to be

 

                                       5

 

<PAGE>   22

 

         redeemed, the number of such shares held by such holder to be so

         redeemed; (iii) the redemption price; (iv) the place or places where

         certificates for such shares are to be surrendered for payment of the

         redemption price; and (v) that dividends on the shares to be redeemed

         will cease to accrue on such redemption date.

 

                  (4) Notice having been mailed as aforesaid, from and after the

         redemption date (unless default shall be made by the Corporation in

         providing money for the payment of the redemption price) dividends on

         the shares of the Adjustable Rate Preferred Stock so called for

         redemption shall cease to accrue, said shares shall be deemed no longer

         to be outstanding, and all rights of the holders thereof as

         stockholders of the Corporation (except the right to receive from the

         Corporation the redemption price) shall cease. Upon surrender in

         accordance with said notice of the certificates for any shares to be so

         redeemed (properly endorsed or assigned for transfer, if the Board of

         Directors shall so require and the notice shall so state), such shares

         shall be redeemed by the Corporation at the redemption price aforesaid.

         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.

 

                  (5) Any shares of the Adjustable Rate Preferred Stock which

         shall at any time have been redeemed shall, after such redemption,

         subject to any applicable provisions of the laws of the State of

         Delaware, be restored to the status of authorized but unissued shares

         of preferred stock, without designation as to series until such shares

         are once more designated as part of a particular series by the Board of

         Directors and shall not be available for reissue as shares of

         Adjustable Rate Preferred Stock.

 

                  (6) Notwithstanding the foregoing provisions of this Section

         3, if any dividends on the Adjustable Rate Preferred Stock are in

         arrears, no shares of the Adjustable Rate Preferred Stock shall be

         redeemed unless all outstanding shares of Adjustable Rate Preferred

         Stock are simultaneously redeemed, and neither the Corporation nor any

         subsidiary thereof shall purchase or otherwise acquire any shares of

         the Adjustable Rate Preferred Stock; provided, however, that the

         foregoing shall not prevent the purchase or acquisition of shares of

         the Adjustable Rate Preferred Stock pursuant to a purchase or exchange

         offer made on the same terms to holders of all outstanding shares of

         the Adjustable Rate Preferred Stock.

 

4.       CONVERSION OR EXCHANGE.

 

         The holders of shares of the Adjustable Rate Preferred Stock shall not

have any rights herein to convert such shares into or exchange such shares for

shares of any other class or classes or of any other series of any class or

classes of capital stock of the Corporation.

 

5.       VOTING RIGHTS.

 

         The holders of Adjustable Rate Preferred Stock shall be entitled at all

times to one vote for each share and, except as otherwise required by law, the

holders of shares of Adjustable Rate Convertible Preferred Stock and the holders

of shares of Common Stock shall vote together as one class on all matters. No

adjustment of the voting rights of holders of shares of Adjustable Rate

Preferred Stock shall be made upon (nor shall their voting powers, rights or

preferences be deemed to be adversely affected by) the issuance of additional

shares of Common Stock, whether as a share dividend, to effect a split of the

common shares, for a consideration or otherwise.

 

6.       LIQUIDATION PREFERENCE.

 

         Upon the voluntary or involuntary liquidation, dissolution or

winding-up of the affairs of the Corporation, the holders of shares of

Adjustable Rate Preferred Stock shall be entitled to receive and be paid for

each share out of the assets of the Corporation (whether capital or surplus) the

sum of Two Thousand Five Hundred Dollars ($2,500) together with an amount equal

to the accrued and unpaid dividends thereon to the date of payment, before any

distribution of the assets shall be made to the holders of shares

 

                                       6

<PAGE>   23

 

 

of Common Stock or of any other class of stock junior to the Adjustable Rate

Preferred Stock; but the holders of shares of Adjustable Rate Preferred Stock

shall be entitled to no further participation in such distribution.

 

         If upon such voluntary or involuntary liquidation, dissolution or

winding-up of the Corporation, the net assets of the Corporation shall be

insufficient to permit the payment to the holders of all outstanding shares of

Preferred Stock of the Corporation of all series of the full preferential

amounts to which they are respectively entitled, then the entire net assets of

the Corporation shall be distributed ratably in respect of all outstanding

shares of Preferred Stock of the Corporation of all series in proportion to the

full preferential amount to which each such share is entitled.

 

                  FURTHER RESOLVED, that the preferences of each share of

Adjustable Rate Cumulative Preferred Stock with respect to dividend payments and

distributions upon the voluntary or involuntary liquidation, dissolution or

winding up of the Corporation shall be equal to the preferences of the shares of

Series A Convertible Preferred Stock of the Corporation from time to time

outstanding in every respect.

 

                  FURTHER RESOLVED, that the proper officers of the Corporation

file a copy of the foregoing resolutions with the Secretary of State of Delaware

in accordance with the provisions of Section 103 of the General Corporation Law

of the State of Delaware.

 

         IN WITNESS WHEREOF, NATIONAL CITY CORPORATION has caused its corporate

seal to be hereunto affixed and this Certificate to be signed by its Chairman

and its Secretary this 7th day of November, 1984.

 

 

                                      /s/ Julien L. McCall

                                      ---------------------------------------

                                      Julien L. McCall, Chairman

 

 

 

[SEAL]

 

 

 

 

/s/ David W. Hart

----------------------------------------

David W. Hart, Secretary

 

 

 

 

                                       7

<PAGE>   24

 

                                                                          PAGE 1

 

                               STATE OF DELAWARE

 

                        OFFICE OF THE SECRETARY OF STATE

                         ------------------------------

 

 

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

MERGER, WHICH MERGES:

 

         "BANCOHIO CORPORATION", A OHIO CORPORATION,

 

         WITH AND INTO "NATIONAL CITY CORPORATION" UNDER THE NAME OF "NATIONAL

CITY CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE

STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE NINTH DAY OF

NOVEMBER, A.D. 1984, AT 11:15 O'CLOCK A.M.

 

 

[SEAL OF DELAWARE SECRETARY

OF STATE'S OFFICE]

 

                                /s/ Edward J. Freel

                                -----------------------------------

                                Edward J. Freel, Secretary of State

 

                                AUTHENTICATION:      8779752

 

                                DATE:                11-26-97

 

0784371  8100M

971405379

 

<PAGE>   25

 

 

                             CERTIFICATE OF MERGER

 

                                       OF

 

                              BANCOHIO CORPORATION

 

                                      INTO

 

                           NATIONAL CITY CORPORATION

 

 

         The undersigned corporation organized and existing under and by virtue

of the General Corporation Law of the State of Delaware,

 

         DOES HEREBY CERTIFY THAT:

 

 

         FIRST: The name and state of incorporation of each of the constituent

corporations of the merger is as follows:

 

         Name                                  State of Incorporation

         ----                                  ----------------------

 

         BancOhio Corporation                        Ohio

 

         National City Corporation                   Delaware

 

         SECOND: An Agreement and Plan of Merger dated as of March 28, 1984, as

amended, by and between the parties to the merger has been approved, adopted,

certified, executed and acknowledged by each of the constituent corporations in

accordance with the requirements of Subsection (c) of Section 252 of the General

Corporation Law of the State of Delaware.

 

         THIRD: The surviving corporation of the merger is National City

Corporation.

 

         FOURTH: The Restated Certificate of Incorporation, as amended, of

National City Corporation, a Delaware corporation, shall continue unchanged as

the certificate of incorporation of the surviving corporation.

 

         FIFTH: The executed Agreement and Plan of Merger is on file at the

principal place of business of the surviving corporation. The address of the

principal place of business of the surviving corporation is 1900 East Ninth

Street, Cleveland, Ohio 44114.

 

<PAGE>   26

 

         SIXTH: A copy of the Agreement and Plan of Merger will be furnished by

the surviving corporation, on request and without cost, to any stockholder of

any constituent corporation.

 

         SEVENTH: The authorized capital stock of BancOhio Corporation, the only

constituent corporation which is not a corporation existing under the laws of

the State of Delaware, immediately prior to the effective time of the merger

consisted of a total of ten million eight hundred thousand (10,800,000) shares

of stock divided into two classes, as follows: (i) ten million (10,000,000)

Common Shares, par value of $6.66 2/3 per share and (ii) eight hundred thousand

(800,000) shares of Preferred Stock, par value of $25.00 per share.

 

         IN WITNESS WHEREOF, the undersigned have caused this Certificate of

Merger to be duly executed as of this 9th day of November, 1984.

 

                                          NATIONAL CITY CORPORATION

 

 

 

                                   By /s/ Julien L. McCall

                                     ------------------------------

                                     Julien L. McCall, Chairman

 

 

Attest:

 

/s/ David W. Hart

----------------------------

David W. Hart, Secretary

 

 

 

<PAGE>   27

 

                                                                          PAGE 1

 

                               STATE OF DELAWARE

 

                        OFFICE OF THE SECRETARY OF STATE

                       ---------------------------------

 

 

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

AMENDMENT OF "NATIONAL CITY CORPORATION", FILED IN THIS OFFICE ON THE ELEVENTH

DAY OF MAY, A.D. 1987, AT 9 O'CLOCK A.M.

 

 

 

 

 

 

 

                                        /s/ Edward J. Freel

         [SEAL OF THE                  ------------------------------------

      SECRETARY'S OFFICE               Edward J. Freel, Secretary of State

      STATE OF DELAWARE]

                                       AUTHENTICATION:   8779753

 

                                       DATE:             11-26-97

 

 

0784371  8100

971405379

<PAGE>   28

 

 

                            CERTIFICATE OF AMENDMENT

 

                                       OF

 

                     RESTATED CERTIFICATE OF INCORPORATION

 

                       ---------------------------------

 

 

         NATIONAL CITY CORPORATION, a corporation organized and existing under

and by virtue of the General Corporation Law of the State of Delaware (the

"Corporation"), DOES HEREBY CERTIFY:

 

         FIRST: That a meeting of the Directors of the Corporation was duly

called and held on February 23, 1987, at which meeting of Directors a quorum was

present, and at such meeting the Directors, acting pursuant to Section 242 of

the General Corporation Law of the State of Delaware, adopted resolutions

setting forth a proposed Amendment to the first paragraph of Article Fourth, and

the addition of a new Article Seventh, of the Restated Certificate of

Incorporation of the Corporation dated March 12, 1973, declaring the

advisability of such proposed Amendments, and directing that such proposed

Amendments be considered at the annual meeting of stockholders to be held on

April 27, 1987.

 

         SECOND: That thereafter a meeting of the stockholders of the

Corporation was duly called and held on April 27, 1987, upon notice in

accordance with Section 222 of the General Corporation Law of the State of

Delaware, at which meeting of stockholders a quorum was present, and at such

meeting the stockholders, acting pursuant to Section 242 of the General

Corporation Law of the State of Delaware, duly adopted an Amendment to the first

paragraph of Article Fourth of the Restated Certificate of Incorporation dated

March 12, 1973, so that the first paragraph of Article Fourth of the Restated

Certificate of Incorporation of the Corporation dated March 12, 1973 reads in

its entirety as follows:

 

                  "FOURTH. The Corporation is authorized to issue a total of one

         hundred fifty-five million (155,000,000) shares of all classes of

         stock. Of such total number of authorized shares of stock, one hundred

         fifty million (150,000,000) shares are Common Stock, par value $4.00

         per share, and five million (5,000,000) shares are Preferred Stock

         without par value."

 

         THIRD: That at the same meeting the stockholders, acting pursuant to

Section 242 of the General Corporation Law of the State of Delaware, duly

adopted a new Article Seventh to the Restated Certificate of Incorporation of

the Corporation dated March 12, 1973, which new Article reads in its entirety as

follows:

 

 

<PAGE>   29

 

 

 

 

                  "SEVENTH: No director or former director of this Corporation

         shall be personally liable to this Corporation or its stockholders for

         monetary damages for breach of fiduciary duty as a director, provided

         that this provision shall not eliminate or limit the liability of a

         director (i) for any breach of the director's duty of loyalty to the

         Corporation or its stockholders, (ii) for acts or omissions not in good

         faith or which involve intentional misconduct or a knowing violation of

         the law, (iii) under Section 174 of the Delaware General Corporation

         Law, which deals with the paying of a dividend or the approving of a

         stock repurchase or redemption which is illegal under Delaware General

         Corporation Law, or (iv) for any transaction from which the director

         derived an improper personal benefit."

 

         IN WITNESS WHEREOF, William R. Robertson, Vice Chairman of the Corpora-

tion, and Theodore W. Jones, Secretary of the Corporation, acting for and on

its behalf, have hereunto subscribed their names and caused the seal of the

Corporation to be affixed hereto on May 7, 1987.

 

 

 

                                         NATIONAL CITY CORPORATION

 

                                         By /s/   William R. Robertson

                                           --------------------------------

                                           William R. Robertson

                                           Vice Chairman

 

 (Seal)

 

 

 

                                         Attest  /s/ Theodore W. Jones

                                               ----------------------------

                                               Theodore W. Jones,

                                               Secretary

 

 

<PAGE>   30

 

                                                                          PAGE 1

 

                                STATE OF DELAWARE

 

                        OFFICE OF THE SECRETARY OF STATE

                       ----------------------------------

 

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

AGREEMENT OF MERGER, WHICH MERGE "BUCKEYE FINANCIAL CORPORATION", A OHIO

CORPORATION, WITH AND INTO "NATIONAL CITY CORPORATION" UNDER THE NAME OF

"NATIONAL CITY CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS

OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FOURTH

DAY OF JANUARY, 1991, AT 12 O'CLOCK P.M.

 

 

 

 

 

                                    /s/ Edward J. Freel

                                    -----------------------------------

       [SEAL OF THE                 Edward J. Freel, Secretary of State

     SECRETARY OF STATE

      OF DELAWARE]                  AUTHENTICATION: 8779754

 

                                    DATE: 11-26-97

 

 

 

0784371 8100M

971405379

 

 

<PAGE>   31

                               TABLE OF CONTENTS

                               -----------------

                                                                            PAGE

                                                                            ----

TABLE OF DISCLOSURE LETTERS ................................................ (v)

 

ARTICLE I - THE MERGER AND RELATED MATTERS .................................  2

 

         1.01     The Merger ...............................................  2

         1.02     Effective Time ...........................................  2

         1.03     Effect of the Merger .....................................  3

         1.04     Additional Actions .......................................  4

         1.05     Certificate of Incorporation and

                  By-Laws ..................................................  4

         1.06     Registered Office ........................................  4

         1.07     Directors and Officers ...................................  5

         1.08     Service of Process .......................................  5

         1.09     Statutory Agent ..........................................  5

 

 

ARTICLE II - CONVERSION OF SECURITIES ......................................  6

         2.01     Shares of the Surviving Corporation ......................  6

         2.02     No Conversion of NCC Common ..............................  6

         2.03     Conversion of Buckeye Common;

                  Cancellation of Options ..................................  6

         2.04     Exchange Agent ...........................................  8

         2.05     No Fractional Shares .....................................  8

         2.06     Rights of Buckeye Shareholders ...........................  8

         2.07     Exchange ................................................. 10

         2.08     Closing of Stock Transfer Books .......................... 11

         2.09     Changes in NCC Common .................................... 12

 

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF NCC ........................ 12

         3.01     Corporate Organization, Capacity and

                  Authority ................................................ 12

                  (a)   Organization ....................................... 12

                  (b)   The NCC Subsidiaries ............................... 13

                  (c)   Power and Authority ................................ 13

         3.02     Corporate Authorization .................................. 14

         3.03     Validity ................................................. 14

         3.04     Capitalization ........................................... 16

                  (a)   Capitalization of NCC .............................. 16

                  (b)   Shares to Be Issued ................................ 16

         3.05     Financial Statements ..................................... 16

         3.06     Litigation and Claims .................................... 18

         3.07     Compliance With Laws and Orders .......................... 18

         3.08     Stockholder Communications and

                  Agency Filings ........................................... 19

         3.09     Finder's Fee ............................................. 20

         3.10     Full Disclosure .......................................... 20

 

                                      (i)

<PAGE>   32

 

                                                                            PAGE

                                                                            ----

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUCKEYE. .................... 21

 

         4.01     Corporate Organization, Capacity and Authority ........... 21

                  (a)      Organization .................................... 21

                  (b)      The Buckeye Subsidiaries ........................ 21

                  (c)      Organization of the Buckeye

                           Subsidiaries .................................... 22

                  (d)      Power and Authority ............................. 23

         4.02     Corporate Authorization .................................. 23

         4.03     Validity ................................................. 24

         4.04     Capitalization ........................................... 25

         4.05     Financial Statements ..................................... 27

         4.06     Repurchase Agreements .................................... 29

         4.07     Litigation and Claims .................................... 29

         4.08     Compliance with Laws and Orders .......................... 30

         4.09     Taxes .................................................... 31

         4.10     Shareholder Communications and

                  Agency Filings ........................................... 31

         4.11     Finder's Fee ............................................. 32

         4.12     Insurance ................................................ 32

         4.13     Absence of Certain Changes or Events ..................... 34

         4.14     Title to Properties ...................................... 37

         4.15     Books and Records ........................................ 38

         4.16     Permits, Authorizations, Etc. ............................ 38

         4.17     List of Properties, Contracts and

                  Other Data ............................................... 39

         4.18     Employee Benefit Plans ................................... 41

         4.19     Commitments .............................................. 44

         4.20     Loans .................................................... 45

         4.21     Transactions with Directors

                  or Officers .............................................. 47

         4.22     Hazardous Material ....................................... 48

         4.23     Environmental Laws and Permits ........................... 50

         4.24     Reports, Statements and Returns .......................... 51

         4.25     Liabilities .............................................. 51

         4.26     Full Disclosure .......................................... 51

 

ARTICLE V - CERTAIN COVENANTS .............................................. 52

         5.01     Mutual Covenants and Agreements .......................... 52

                  (a)      Regulatory Matters .............................. 52

                  (b)      Confidentiality ................................. 53

                  (c)      Preparation of Proxy Statement and

                           Registration Statement .......................... 54

                  (d)      Press Releases .................................. 56

                  (e)      Preservation of Business Organization ........... 56

                  (f)      Miscellaneous Agreements

                           and Consents .................................... 57

 

                                      (ii)

<PAGE>   33

                                                                            PAGE

                                                                            ----

 

         5.02     Certain Covenants of NCC ................................. 58

                  (a)      Effectiveness of Registration

                           Statement ....................................... 58

                  (b)      Provision of Shares and Cash .................... 58

                  (c)      Employee Benefits ............................... 59

                  (d)      Listing on NYSE ................................. 59

                  (e)      Indemnification ................................. 59

                  (f)      Current Information ............................. 60

 

        5.03      Certain Covenants of Buckeye ............................. 60

                  (a)      No Settlements .................................. 60

                  (b)      Capital Stock ................................... 60

                  (c)      Other Negotiations .............................. 60

                  (d)      Other Actions ................................... 61

                  (e)      Distribution of Proxy Statement;

                           Shareholders' Approval .......................... 63

                  (f)      Compliance with the 1933 Act .................... 64

                  (g)      Current Information ............................. 64

                  (h)      ESOP ............................................ 65

 

ARTICLE VI - CLOSING MATTERS ............................................... 66

         6.01     The Closing .............................................. 66

         6.02     Documents and Certificates ............................... 67

 

ARTICLE VII - CONDITIONS OF CLOSING ........................................ 67

         7.01     Conditions to Obligations of NCC and

                  Buckeye .................................................. 67

                  (a)       Shareholder Approval ........................... 67

                  (b)       Governmental Approvals ......................... 67

                  (c)       Registration Effective ......................... 68

                  (d)       Listing on NYSE ................................ 68

                  (e)       Litigation ..................................... 68

         7.02     Conditions Applicable to Buckeye ......................... 68

                  (a)       Performance of this Agreement .................. 68

                  (b)       Accuracy of Representations and

                            Warranties ..................................... 69

                  (c)       No Material Adverse Change ..................... 69

                  (d)       Officers' Certificate Concerning

                            This Agreement ..................................69

                  (e)       Opinion of Counsel ..............................70

                  (f)       Change in Market Price ..........................70

         7.03     Conditions Applicable to NCC ..............................70

                  (a)       Performance of This Agreement ...................71

                  (b)       Accuracy of Representations and

                            Warranties ......................................71

                  (c)       Officers' Certificate Concerning

                            This Agreement ..................................71

                  (d)       Opinion of Counsel ..............................71

                  (e)       Release .........................................72

 

                                     (iii)

<PAGE>   34

 

 

 

                                                                            PAGE

 

ARTICLE VIII - TERMINATION ...................................................72

 

8.01     Termination .........................................................72

         (a)      By Mutual Consent . ........................................72

         (b)      By NCC or Buckeye ..........................................73

         (c)      By NCC .....................................................73

         (d)      By Buckeye .................................................74

         (e)      Procedure Upon Termination .................................75

8.02     Expenses ............................................................75

8.03     Effect of Termination ...............................................76

 

ARTICLE IX - MISCELLANEOUS ...................................................76

 

9.01     Non-Survival of Representations

                  and Warranties .............................................76

9.02     Notices .............................................................76

9.03     Assignment ..........................................................78

9.04     Waiver ..............................................................78

9.05     Entire Agreement ....................................................79

9.06     Amendments, Supplements, Etc. .......................................79

9.07     Delegation ..........................................................80

9.08     Limitations on Rights of the Parties ................................80

9.09     Captions; Counterparts ..............................................81

9.10     Governing Law .......................................................81

 

 

INDEX TO DEFINITIONS .........................................................82

 

 

 

                                      (iv)

<PAGE>   35

 

 

                           TABLE OF DISCLOSURE LETTERS

                           ---------------------------

NCC DISCLOSURE LETTER

---------------------

 

3.01(b)  The NCC Subsidiaries

3.03     Validity

3.05     Financial Statements

3.06     Litigation and Claims

3.07     Compliance with Laws and Orders

 

 

 

 

BUCKEYE DISCLOSURE LETTER

-------------------------

 

 

4.01(b)   The Buckeye Subsidiaries

4.01(c)   Organization of the Buckeye Subsidiaries

4.03      Validity

4.04(a)   Capitalization

4.05      Financial Statements

4.06      Repurchase Agreements

4.07      Litigation and Claims

4.08      Compliance with Laws and Orders

4.09      Taxes

4.12      Insurance

4.13      Absence of Certain Changes or Events

4.14      Title to Properties

4.16      Permits, Authorizations, Etc.

4.17      List of Properties, Contracts and Other Data

4.18      Employee Benefit Plans

4.19      Commitments

4.20      Loans

4.21      Transactions with Directors or Officers

4.22      Hazardous Material

4.23      Environmental Laws and Permits

4.25      Liabilities

5.03(d)   Other Actions

 

 

 

 

 

 

 

 

 

                                      (v)

<PAGE>   36

 

 

 

                          AGREEMENT AND PLAN OF MERGER

 

         This AGREEMENT AND PLAN OF MERGER dated as of March 1, 1990 (the

"Agreement"), by and between National City Corporation ("NCC"), a Delaware

corporation and registered bank holding company under the Bank Holding Company

Act of 1956, 12 U.S.C. Section 1841, ET SEQ., as amended (the "BHCA"), and

Buckeye Financial Corporation ("Buckeye"), an Ohio corporation and registered

savings and loan holding company under Section 10 of the Home Owners' Loan Act

of 1933, as amended (the "HOLA"),

 

 

                                  WITNESSETH:

 

         WHEREAS, NCC and Buckeye desire that Buckeye merge with and into NCC

upon the terms and conditions hereinafter set forth; and

 

         WHEREAS, the Board of Directors of NCC has adopted resolutions

approving this Agreement and the consummation of the transactions contemplated

hereby and authorizing the execution and delivery of this Agreement; and

 

         WHEREAS, the Board of Directors of Buckeye has adopted resolutions

approving this Agreement and the consummation of the transactions contemplated

hereby and authorizing the execution and delivery of this Agreement;

 

         NOW, THEREFORE, in consideration of these premises and the mutual

agreements, provisions and covenants contained in

 

 

<PAGE>   37

 

                                                                               2

 

this Agreement, and intending to be legally bound hereby, NCC and Buckeye agree

as follows:

 

 

 

                                   ARTICLE I

 

                         THE MERGER AND RELATED MATTERS

 

         1.01 THE MERGER. Subject to the terms and conditions of this Agreement,

at the Effective Time (as defined in Section 1.02), Buckeye shall be merged with

and into NCC (the "Merger") under and pursuant to the provisions of Section 252

of the General Corporation Law of the State of Delaware (the "GCL") and Section

1701.79 of the Ohio Revised Code (the "ORC"), NCC shall continue as the

surviving corporation (the "Surviving Corporation") and the separate corporate

existence of Buckeye shall cease. The Surviving Corporation shall have the name

"National City Corporation" and shall be governed by the laws of the State of

Delaware. NCC and Buckeye are sometimes hereinafter referred to as the

"Constituent Corporations."

 

         1.02 EFFECTIVE TIME. If this Agreement is approved and adopted by the

shareholders of Buckeye as provided herein and in accordance with the ORC, the

parties hereto have received all necessary approvals by appropriate governmental

agencies of the transactions contemplated by this Agreement, and the Agreement

is not terminated as permitted by the provisions of this Agreement, an executed

counterpart of this Agreement, or a conformed copy hereof, together with duly

executed certificates of adoption pursuant to Section

<PAGE>   38

                                                                            3

 

 

1701.81(A) of the ORC, shall be filed with the Secretary of State of the State

of Ohio and the Certificate of Merger required by Section 252 of the GLC shall

be filed with the Secretary of State of the State of Delaware. The Merger shall

become effective at the later of the times at which such filings are made with

the Secretaries of State of the States of Ohio and Delaware and become effective

(the "Effective Time").

 

         1.03 EFFECT OF THE MERGER. At the Effective Time, the effect of the

Merger shall be as provided by the applicable provisions of the GCL and the ORC.

Without limiting the generality of the foregoing, and subject thereto, at the

Effective Time: the separate corporate existence of NCC, as the Surviving

Corporation, with all its purposes, objects, rights, privileges, powers

certificates and franchises, shall continue unimpaired by the Merger; the title

to all real estate and other property owned by each of the Constituent

Corporations shall be vested in the Surviving Corporation without reversion or

impairment; the Surviving Corporation shall have all liabilities of each of the

Constituent Corporations; a proceeding pending against either Constituent

Corporation may be continued as if the Merger did not occur or the Surviving

Corporation may be substituted in the proceeding; and neither the rights of

creditors nor any liens upon the property of either of the Constituent

Corporations shall be impaired by the Merger, but such liens shall be limited to

the property upon which there were liens immediately prior to the Effective

Time.

<PAGE>   39

                                                                              4

 

 

         1.04 ADDITIONAL ACTIONS. If, at any time after the Effective Time, the

Surviving Corporation shall determine or be advised that any further deeds,

assignments or assurances in law or any other acts are necessary or desirable to

(a) 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 Buckeye, or (b) otherwise carry out the purposes of this

Agreement, Buckeye 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 do 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 Buckeye or otherwise to take

any and all such action.

 

         1.05 CERTIFICATE OF INCORPORATION AND BY-LAWS. From and after the

Effective Time, the Restated Certificate of Incorporation and First Restatement

of By-Laws, as amended, of NCC, as in effect immediately prior to the Effective

Time, shall be the Restated Certificate of Incorporation and First Restatement

of By-Laws, as amended, of the Surviving Corporation until thereafter amended as

provided by law.

 

         1.06 REGISTERED OFFICE.  The registered and principal office of the

Surviving Corporation in Delaware is to be

<PAGE>   40

 

                                                                               5

 

located at 1209 Orange Street, City of Wilmington, County of Newcastle, State of

Delaware 19801, and The Corporation Trust Company shall be the registered agent

of the Surviving Corporation at such address.

 

         1.07 DIRECTORS AND OFFICERS. The number, names and addresses of the

directors and officers of NCC immediately prior to the Effective Time shall be

the number, names and addresses of the directors and officers of the Surviving

Corporation from and after the Effective Time until one or more new directors or

officers are elected or appointed in accordance with applicable law.

 

         1.08 SERVICE OF PROCESS. The Surviving Corporation may be served with

process in the State of Ohio in any proceeding for the enforcement of any

obligation of Buckeye or NCC and in any proceeding for the enforcement of the

rights of a dissenting shareholder of Buckeye against the Surviving Corporation,

and the Secretary of State of Ohio is hereby irrevocably appointed as the agent

of the Surviving Corporation to accept service of process in any such proceeding

in the State of Ohio.

 

         1.09 STATUTORY AGENT. The Surviving Corporation desires to continue to

transact business in the State of Ohio as a foreign corporation and hereby

reaffirms the appointment of William R. Robertson, Deputy Chairman, National

City Corporation, 1900 East Ninth Street, Cleveland, Ohio 44114, as its

statutory agent with respect to any process, notice or demand.

 

 

 

 

<PAGE>   41

 

                                                                               6

 

                                   ARTICLE II

 

                            CONVERSION OF SECURITIES

 

         2.01 SHARES OF THE SURVIVING CORPORATION. The authorized number and par

value of shares of all classes of capital stock of NCC immediately prior to the

Effective Time shall be the authorized number and par value of shares of the

classes of capital stock of the Surviving Corporation from and after the

Effective Time (until such time as changed by proper action).

 

         2.02 NO CONVERSION OF NCC COMMON. Each share of Common Stock, par value

$4.00 per share, of NCC ("NCC Common") 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 (until such time as changed by proper action).

 

         2.03 CONVERSION OF BUCKEYE COMMON; CANCELLATION OF OPTIONS. (a) At the

Effective Time, each common share, without par value, of Buckeye ("Buckeye

Common") then issued and outstanding, other than shares of Buckeye Common (i)

held in the treasury of Buckeye, which shall not be considered as outstanding

for purposes of this Agreement, (ii) held by NCC, (iii) held by any wholly-owned

subsidiary of NCC or Buckeye (other than shares held in an agency or fiduciary

capacity) or (iv) as to which the holder has commenced as of the Effective Time

all procedures necessary through the Effective Time to

<PAGE>   42

 

 

                                                                               7

 

assert dissenters' rights in accordance with the provisions of Section 1701.85

of the ORC ("Dissenting Shares"), shall be converted into the right to receive

0.2 share of NCC Common and $3.08 in cash. Each share of Buckeye Common held (A)

in the treasury of Buckeye, (B) by NCC or (C) by any wholly-owned subsidiary of

NCC or Buckeye (other than shares held in an agency or fiduciary capacity)

immediately prior to the Effective Time shall, by virtue of the Merger,

forthwith and without any action on the part of the holder thereof be cancelled

and retired and all rights in respect thereof shall cease to exist. Holders of

Dissenting Shares shall, upon the effectiveness of the Merger with respect to

such Dissenting Shares, have only such rights, if any, as they may have pursuant

to Sections 1701.84 and 1701.85 of the ORC, and any amounts required by Section

1701.85 to be paid to any holder of Dissenting Shares with respect to such

Dissenting Shares shall be paid by the Surviving Corporation.

 

         (b) Each option to purchase shares of Buckeye Common that remains

outstanding and unexercised immediately prior to the Effective Time shall be

cancelled and extinguished, and the holder thereof shall be entitled to receive,

in lieu thereof, cash in an amount equal to the number of shares subject to such

option multiplied by the difference between the per share option exercise price

and $10.63.

<PAGE>   43

                                                                            8

 

         2.04 EXCHANGE AGENT. National City Bank, Cleveland, Ohio, or such other

national or state bank selected by NCC, shall act as agent for purposes of

mailing and receiving transmittal letters and distributing certificates for NCC

Common and cash to the Buckeye shareholders (the "Exchange Agent").

 

         2.05 NO FRACTIONAL SHARES. Notwithstanding any other provision of this

Agreement, neither certificates nor scrip for fractional shares of NCC Common

shall be issued in the Merger. Each holder of shares of Buckeye Common who

otherwise would have been entitled to a fraction of a share of NCC Common shall

receive in lieu thereof cash in an amount determined by multiplying the

fractional share interest to which such holder would otherwise be entitled by

the closing price of a share of NCC Common on the New York Stock Exchange (the

"NYSE") at the close of business on the business day immediately prior to the

Closing Date.

 

         2.06 RIGHTS OF BUCKEYE SHAREHOLDERS. At the Effective Time, each holder

of an outstanding certificate or certificates for shares of Buckeye Common shall

cease to have any rights as a shareholder of Buckeye, except such rights, if

any, as such holder may have with respect to Dissenting Shares. Each such holder

of an outstanding certificate or certificates for shares of Buckeye Common

converted in the Merger, upon proper surrender of each such certificate

(accompanied by a duly completed and executed letter of

 

 

<PAGE>   44

                                                                               9

 

transmittal in the form to be sent to all former Buckeye shareholders and such

other evidences of authority and documentation as NCC or the Exchange Agent may

reasonably require) to the Exchange Agent, shall receive promptly in exchange

for each such certificate, NCC Common and cash as provided by this Agreement,

subject to any required withholding of taxes. Pending such surrender and

exchange, such holder's certificate or certificates for shares of Buckeye Common

shall be deemed for all corporate purposes, by virtue of the Merger and without

any action on the part of the holder thereof, to evidence only the right to

receive NCC Common and cash as provided by this Agreement. Unless and until any

such outstanding certificates for shares of Buckeye Common shall be so

surrendered, no dividend (cash or stock) payable to holders of record of shares

of NCC Common as of any time subsequent to the Effective Time shall be paid to

the holder of any outstanding certificate, and his or her other rights as a

stockholder of NCC shall be suspended, but upon such surrender of such

outstanding certificate there shall be paid to the record holder of the

certificate for shares of NCC Common issued in exchange therefor (in addition to

the cash paid to such holder as partial consideration for his or her shares of

Buckeye Common as provided by this Agreement) the amount of dividends, if any,

without interest and less any taxes which may have been imposed thereon, that

have theretofore become payable with respect to the number of whole shares of

NCC

 

<PAGE>   45

                                                                              10

 

Common represented by such certificate issued upon such surrender and exchange,

and his or her other rights as a stockholder of NCC shall thereafter be

restored. Neither NCC nor the Exchange Agent shall pay any applicable stock

transfer taxes incurred by any shareholder in connection with the Merger.

 

         2.07 EXCHANGE. As soon as practicable at or after the Effective Time,

the Exchange Agent shall distribute NCC Common and cash as provided by this

Agreement. NCC shall deliver to the Exchange Agent the cash necessary and one or

more certificates representing in the aggregate the number of shares of NCC

Common to be delivered in connection with the Merger in sufficient time for the

Exchange Agent to make such distribution. The obligation of NCC to exchange

shares of NCC Common and cash for Buckeye Common and to distribute cash in lieu

of fractional shares, as provided herein, shall not be discharged, reduced or

otherwise affected by the failure of the Exchange Agent to make such exchanges

and distributions for any reason whatsoever. The Exchange Agent shall not be

entitled to vote or to exercise any rights of ownership with respect to the

shares of NCC Common held by it from time to time hereunder, except that it

shall receive and hold all dividends or other distributions paid or distributed

with respect to such shares for the account of the persons entitled thereto. One

hundred eighty days following the Effective Time, the Exchange Agent shall

deliver to NCC any shares of NCC Common and funds (including any interest

received with respect thereto) which NCC has made available to the Exchange

Agent and which have not

 

 

 

<PAGE>   46

 

 

                                                                              11

 

 

been disbursed to holders of certificates representing shares of Buckeye Common,

and thereafter such holders shall be entitled to look to the surviving

Corporation (subject to abandoned property, escheat or other similar laws) only

as general creditors thereof with respect to the shares of NCC Common and cash

deliverable or payable upon due surrender of their certificates. Notwithstanding

the foregoing, neither the Exchange Agent nor any party hereto shall be liable

to any holder of shares of Buckeye Common for any consideration paid to a public

official pursuant to any applicable abandoned property, escheat or similar law.

 

         2.08 CLOSING OF STOCK TRANSFER BOOKS. The stock transfer books of

Buckeye 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 Buckeye Common which is not registered in the transfer of records

of Buckeye, the consideration to be distributed pursuant to this Agreement may

be delivered to a transferee, if the certificate representing such Buckeye

Common is presented to the Exchange Agent, accompanied by all documents required

to evidence and effect such transfer and by payment of any applicable stock

transfer taxes. NCC shall be entitled to rely upon the stock transfer books of

Buckeye to establish the identity of those persons entitled to receive the

consideration specified in this Agreement for their shares of Buckeye Common,

which books shall be conclusive with respect to the ownership

 

 

<PAGE>   47

 

                                                                              12

 

 

of such shares. In the event of a dispute with respect to the ownership of any

such shares, NCC shall be entitled to deposit any consideration represented

thereby in escrow with an independent party and thereafter be relieved with

respect to any claims to such consideration.

 

         2.09 CHANGES IN NCC COMMON. If between the date of this Agreement and

the Effective Time, the shares of NCC Common shall be changed into a different

number of shares by reason of any reclassification, recapitalization, split-up,

pro rata rights offering, combination or exchange or shares, or if a stock

dividend thereon shall be declared with a record date within said period, the

number of shares of NCC Common deliverable pursuant to this Agreement shall be

adjusted appropriately to preserve the consideration to be exchanged for the

shares of Buckeye Common.

 

 

                                  ARTICLE III

                                  -----------

 

                     REPRESENTATIONS AND WARRANTIES OF NCC

 

         NCC hereby represents and warrants to Buckeye as follows:

 

         3.01 CORPORATE ORGANIZATION, CAPACITY AND AUTHORITY.

 

              (a) ORGANIZATION. NCC is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware. NCC is

registered as a bank holding company under the BHCA. NCC has previously

delivered to Buckeye true, correct and complete copies of the currently

 

<PAGE>   48

 

 

                                                                              13

 

 

effective Restated Certificate of Incorporation and First Restatement of

By-Laws, including all amendments and proposed amendments thereto.

 

              (b) THE NCC SUBSIDIARIES. Except for entities identified in a

disclosure letter executed by NCC and dated and delivered by NCC to Buckeye as

of the date hereof (the "NCC Disclosure Letter") (each such entity an "NCC

Subsidiary" and collectively, the "NCC Subsidiaries"), and for entities owned by

National City Capital Corporation, a licensed Small Business Investment Company,

National City Venture Corporation, a venture capital company, and National City

Community Development Corporation, a community development company, there is no

corporation, bank, partnership, business trust, association or similar

organization over which NCC has control, as defined in 12 U.S.C. Section 1841(a)

(2), or with respect to which more than five percent (5%) of any class of voting

securities or other equity or beneficial interest is owned, directly or

indirectly, by NCC exclusive of such securities held in an agency or fiduciary

capacity. Each of the NCC Subsidiaries that is engaged in banking is duly

organized, validly existing and in good standing under the laws of the

jurisdiction in which it is organized.

 

              (c) POWER AND AUTHORITY. NCC has full power and authority to

own, operate and lease its properties and to engage in the businesses and

activities now conducted by NCC. NCC is duly qualified to do business as a

foreign corporation in each jurisdiction in which the property owned, leased or

 

<PAGE>   49

 

 

                                                                              14

 

 

operated by NCC, or the nature of the business conducted by NCC, makes such

qualification necessary, except where the failure to so qualify would not have a

material adverse effect on the financial condition, results of operations,

business or prospects of NCC and the NCC Subsidiaries, taken as a whole, and is

in good standing in each jurisdiction in which NCC is so qualified to do

business.

 

         3.02 CORPORATE AUTHORIZATION. NCC has all necessary corporate power and

authority to enter into this Agreement and to perform all of the obligations to

be performed by it hereunder. This Agreement has been duly and validly

authorized, executed and delivered by NCC and constitutes NCC's valid and

binding obligation enforceable in accordance with its terms, except as

enforcement may be limited by bankruptcy, insolvency or other similar laws

affecting the enforcement of creditors' rights generally and except that the

availability of equitable remedies, including specific performance, is subject

to the discretion of the court before which any proceeding thereof may be

brought.

 

         3.03 VALIDITY. Except as disclosed in the NCC Disclosure Letter, and

provided all filings required to be made and all approvals required to be

received in connection with the transactions contemplated by this Agreement

shall have been made and received, including, without limitation, the filings

with the Federal Trade Commission and the Department of Justice as required by

the Hart-Scott-Rodino Antitrust Improvements Act

 

<PAGE>   50

 

 

                                                                              15

 

 

of 1976, as amended (the "HSR Filings"), and the approvals of the Board of

Governors of the Federal Reserve System (the "FRB"), the Office of Thrift

Supervision of the Department of the Treasury, any successor thereto, or if

applicable, its predecessor, the Federal Home Loan Bank Board (the "OTS"), and

the Office of the Comptroller of the Currency (the "OCC"), neither the execution

and delivery of this Agreement nor the consummation of the transactions

contemplated hereby will violate, result in the breach of, constitute a default

under, result in a termination of or accelerate the performance provided by the

terms of: any law; any rule or regulation of any government or agency of any

government, or any judgment, order, writ, decree, permit or license of any court

or other agency of any government to which NCC may be subject; any material

contract, instrument or commitment to which NCC or any NCC Subsidiary is a party

or by which NCC or any NCC Subsidiary is bound or committed; or NCC's Restated

Certificate of Incorporation or First Restatement of By-Laws, as amended.

Neither the execution and delivery of this Agreement nor the consummation of the

transactions contemplated hereby will constitute an event which could, or with

the lapse of time or action by a third party could, result in any default under

or modify any of the foregoing or result in the creation of any lien, charge or

encumbrance upon any of NCC's assets or properties or upon any of NCC's capital

stock. The execution and delivery of this Agreement and the consummation of the

 

<PAGE>   51

 

 

 

                                                                              16

 

 

transactions contemplated hereby will not require any consent or approval under

any such judgment, order, writ, decree, permit or license or the consent or

approval of any other party to any such material contract, commitment or

instrument, other than the required approvals of applicable regulatory

authorities mentioned hereinabove.

 

         3.04 CAPITALIZATION.

 

              (a) CAPITALIZATION OF NCC. As of January 10, 1990, the authorized

capital stock of NCC consists of a total of 155,000,000 shares of stock divided

into two classes as follows: (i) 150,000,000 shares of NCC Common, of which

60,645,945 shares are issued and outstanding, 2,474,809 shares are reserved

for issuance under employee stock option plans (options to purchase 1,814,453 of

such shares have been granted and are outstanding), and (ii) 5,000,000 shares of

Preferred Stock, without par value ("NCC, Preferred"), no shares of which are

issued and outstanding. All the issued and outstanding shares of NCC Common are

validly issued, fully paid and nonassessable, and have not been issued in

violation of the preemptive rights of any stockholder. As of the date of this

Agreement, (A) NCC has no outstanding class of capital stock other than NCC

Common and (B) except as aforesaid or as contemplated by this Agreement, there

are no outstanding options, warrants, conversion rights, subscriptions,

agreements or other commitments of any kind obligating or allowing NCC to issue

or sell, or to redeem, purchase or otherwise acquire,

 

<PAGE>   52

 

 

                                                                              17

 

 

directly or indirectly, any shares of its capital stock, or any outstanding

restrictions, agreements or commitments of any kind to which NCC is a party or

by which NCC is bound which relate to or restrict in any way the issuance or

sale, or purchase, redemption or other acquisition, of any shares of the capital

stock of NCC.

 

              (b) SHARES TO BE ISSUED. The shares of NCC Common to be issued in

connection with the Merger have been duly authorized and, when issued in

accordance with the terms of this Agreement, will be validly issued, fully paid

and nonassessable and will not have been issued in violation of preemptive

rights.

 

         3.05 FINANCIAL STATEMENTS. NCC has delivered to Buckeye the

Consolidated Balance Sheets of NCC as at December 31 for each of the years 1989,

1988 and 1987 and the related Consolidated Statements of Income, Consolidated

Statements of Changes in Stockholders' Equity and Consolidated Statements of

Changes in Financial Position or Consolidated Statements of Cash Flows, as

applicable, for each of the years then ended, together with the notes thereto,

all as certified by Ernst & Young, independent public accountants (collectively,

the "NCC Financial Statements"). The NCC Financial Statements fairly present the

consolidated financial position of NCC as of the dates indicated and the

consolidated results of operations, changes in stockholders' equity and changes

in financial position or cash flows, as applicable, for the periods then ended

in conformity with generally accepted accounting

 

<PAGE>   53

 

 

                                                                              18

 

 

principles applicable to financial institutions applied on a consistent basis.

Except for any liabilities or obligations referred to in this Agreement or set

forth in the NCC Disclosure Letter, as of December 31, 1989, neither NCC nor any

of the NCC Subsidiaries had any material liability or obligation, secured or

unsecured (whether accrued, absolute, known, unknown, contingent or otherwise)

not referred to, reflected or reserved against in the NCC Financial Statements.

 

         3.06 LITIGATION AND CLAIMS. Except as disclosed in the NCC Financial

Statements or the NCC Disclosure Letter, as of the date hereof: (a) there are no

claims of any kind, or any litigation, proceeding, arbitration or investigation

pending affecting NCC or any NCC Subsidiary which, if decided adversely to NCC

or any NCC Subsidiary, might have a material adverse effect on the financial

condition, results of operations, business or prospects of NCC and the NCC

Subsidiaries, taken as a whole; (b) to the best of NCC's knowledge, no such

claim, litigation, proceeding, arbitration or investigation has been threatened;

and (c) there are no uncured material violations, or violations with respect to

which material refunds or restitutions may be required, cited in any compliance

report to NCC or any NCC Subsidiary as a result of the examination by any bank

regulatory authority.

 

         3.07 COMPLIANCE WITH LAWS AND ORDERS. Except as set forth in the NCC

Disclosure Letter, (a) NCC and each NCC Subsidiary has complied with all laws,

regulations and orders

 

<PAGE>   54

 

 

                                                                              19

 

 

and governing instruments applicable to it and to the conduct of its business,

except where the failure to so comply would not have a material adverse effect

on the financial condition, results of operations, business or prospects of NCC

and the NCC Subsidiaries, taken as a whole; and (b) neither NCC nor any NCC

Subsidiary is in default under, and no event has occurred which, with the lapse

of time or action by a third party, could result in the default under, the terms

of any judgment, order, writ, decree, permit or license of any agency of any

government or court, whether federal, state, municipal or local and whether at

law or in equity, except where such default would not have a material adverse

effect on the financial condition, results of operations, business or prospects

of NCC and the NCC Subsidiaries, taken as a whole.

 

         3.08 STOCKHOLDER COMMUNICATIONS AND AGENCY FILINGS. NCC has filed all

reports and registration statements required to be filed by NCC with the

Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of

1933 (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the

"1934 Act"), the Investment Company Act of 1940, as amended, the Trust Indenture

Act of 1939, as amended, and the rules and regulations promulgated by the SEC

thereunder (collectively, the "Securities Laws") for periods ending after

December 31, 1986 (the "NCC Reports"), and the NCC Reports complied in all

material respects with the Securities Laws. To the best of NCC's knowledge, at

the time they were filed, none of the NCC

 

<PAGE>   55

 

 

                                                                              20

 

 

Reports contained any untrue statement of a material fact or omitted to state

any material fact which made the statements contained therein in the aggregate,

in light of the circumstances under which they were made, misleading. NCC has

made all regulatory filings required to be made by NCC, except to the extent

that all failures to so file would not have a material adverse effect on the

financial condition, results of operations, business or prospects of NCC and the

NCC Subsidiaries, taken as a whole.

 

         3.09 FINDER'S FEE. NCC has not directly or indirectly dealt with anyone

acting in the capacity of a finder or broker or investment advisor and has not

incurred, and shall not incur, any obligation for any finder's, broker's or

investment advisor's fee or commission in connection with the transactions

contemplated by this Agreement.

 

         3.10 FULL DISCLOSURE. None of the information concerning NCC or the NCC

Subsidiaries contained in this Agreement, the NCC Disclosure Letter and the

exhibits hereto, or in any of the documents or instruments to be delivered by or

on behalf of NCC to Buckeye as contemplated by any provision of this Agreement,

or in any registration statement, proxy statement, information memorandum,

prospectus or other document to be used in connection with the transactions

contemplated hereby, or in any of the applications or documents to be filed with

governmental agencies in connection with the transactions contemplated hereby,

contains or will contain any untrue

 

<PAGE>   56

 

 

 

                                                                              21

 

 

statement of a material fact or omits or will omit to state any material fact

necessary in order to make the statements contained herein or therein, in light

of the circumstances under which they are or have been made, not misleading.

 

 

                                   ARTICLE IV

                                   ----------

 

                   REPRESENTATIONS AND WARRANTIES OF BUCKEYE

 

         Buckeye hereby represents and warrants to NCC as follows:

 

         4.01 CORPORATE ORGANIZATION, CAPACITY AND AUTHORITY.

 

              (a) ORGANIZATION. Buckeye is a corporation duly organized, validly

existing and in good standing under the laws of the State of Ohio, and it is

registered as a savings and loan holding company under the HOLA. Buckeye has

previously delivered to NCC true, correct and complete copies of the currently

effective Articles of Incorporation and Regulations, including all amendments

and proposed amendments thereto.

 

              (b) THE BUCKEYE SUBSIDIARIES. Except for entities identified in a

disclosure letter executed by Buckeye and dated and delivered by Buckeye to NCC

as of the date hereof (the "Buckeye Disclosure Letter") (each such entity a

"Buckeye Subsidiary" and collectively, the "Buckeye Subsidiaries"), there is no

corporation, bank, partnership, business trust, association or similar

organization over which Buckeye has control, as defined in 12 U.S.C. Section

1730a(a)(2), or with respect to which more than five percent (5%) of any class

of voting

 

<PAGE>   57

 

 

                                                                              22

 

 

securities or other equity or beneficial interest is owned, directly or

indirectly, by Buckeye exclusive of such securities held in an agency or

fiduciary capacity.

 

              (c) ORGANIZATION OF THE BUCKEYE SUBSIDIARIES. Each of the Buckeye

Subsidiaries is duly organized, validly existing and in good standing under the

laws of the jurisdiction in which it is organized, and, except as set forth in

the Buckeye Disclosure Letter, all of the outstanding capital stock of each such

Buckeye Subsidiary is owned of record and beneficially, free and clear of all

security interests and claims, by Buckeye. All of the outstanding shares of

capital stock of each of the Buckeye Subsidiaries are validly issued, fully paid

and nonassessable. Except as set forth in the Buckeye Disclosure Letter, Buckeye

Federal Savings and Loan Association (the "Thrift") is a stock savings

association duly organized, validly existing and in good standing under the laws

of the United States of America, and has been duly chartered by the OTS to

conduct a savings and loan business at the locations of its existing home and

branch offices. All deposit accounts of the Thrift are insured by the Federal

Deposit Insurance Corporation (the "FDIC") through the Savings Association

Insurance Fund (the "SAIF") to the fullest extent provided under the rules and

regulations of the FDIC and no proceedings for the termination or revocation of

such insurance are pending or, to the best of Buckeye's knowledge, threatened.

Buckeye has previously delivered to NCC true,

 

<PAGE>   58

 

 

                                                                              23

 

 

correct and complete copies of the currently effective charter and bylaws or the

equivalent organizational documents of each of the Buckeye Subsidiaries,

including all amendments and proposed amendments relating thereto.

 

              (d) POWER AND AUTHORITY. Buckeye and each of the Buckeye

Subsidiaries have full power and authority to own, operate and lease their

properties and to engage in the businesses and activities now conducted by them.

Buckeye and each of the Buckeye Subsidiaries are duly qualified to do business

as foreign corporations in each jurisdiction in which the property owned, leased

or operated by them; or the nature of the business conducted by them, makes such

qualification necessary, except where the failure to so qualify would not have a

material adverse effect on the financial condition, results of operations,

business or prospects of Buckeye and the Buckeye Subsidiaries, taken as a

whole, and are in good standing in each jurisdiction in which they are so

qualified to do business.

 

         4.02 CORPORATE AUTHORIZATION. Buckeye has all necessary corporate power

and authority to enter into this Agreement and; subject to the approval of this

Agreement by the shareholders of Buckeye, to perform all of the obligations to

be performed by it hereunder. This Agreement has been duly and validly

authorized, executed and delivered by Buckeye and constitutes its valid and

binding obligation enforceable in accordance with its terms, except as

enforcement may be limited

 

<PAGE>   59

 

 

                                                                              24

 

 

by bankruptcy, insolvency or other similar laws affecting the enforcement of

creditors' rights generally and except that the availability of equitable

remedies, including specific performance, is subject to the discretion of the

court before which any proceeding thereof may be brought.

 

         4.03 VALIDITY. Except as disclosed in the Buckeye Disclosure Letter,

and provided all filings required to be made and all approvals required to be

received in connection with the transactions contemplated by this Agreement

shall have been made and received, including, without limitation, the HSR

Filings and the approvals of the FRB, the OTS and the OCC, neither the execution

and delivery of this Agreement nor the consummation of the transactions

contemplated hereby will violate, result in the breach of, constitute a default

under, result in a termination of or accelerate the performance provided by the

terms of: any law; any rule or regulation of any government or agency of any

government, or any judgment, order, writ, decree, permit or license of any court

or other agency of any government to which Buckeye or any Buckeye Subsidiary may

be subject; any material contract, instrument of commitment to which Buckeye or

any Buckeye Subsidiary is a party or by which Buckeye or any of the Buckeye

Subsidiaries is bound or committed; or Buckeye's Articles of Incorporation or

Regulations or the equivalent organizational documents of any Buckeye

Subsidiary. Except as set forth in the Buckeye Disclosure Letter, neither the

execution and delivery of this

 

<PAGE>   60

 

 

                                                                              25

 

 

Agreement nor the consummation of the transactions contemplated hereby will

constitute an event which could, or with the lapse of time or action by a third

party could, result in any default under or modify any of the foregoing or

result in the creation of any lien, charge or encumbrance upon any of Buckeye's

assets or properties or those of any Buckeye Subsidiary or upon any of Buckeye's

capital stock or that of any Buckeye Subsidiary. Except as set forth in the

Buckeye Disclosure Letter, the execution and delivery of this Agreement and the

consummation of the transactions contemplated hereby will not require any

consent or approval under any such judgment, order, writ, decree, permit or

license or the consent or approval of any other party to any such material

contract, commitment or instrument, other than the required approvals of

shareholders and applicable regulatory authorities mentioned hereinabove.

 

         4.04 CAPITALIZATION. (a) As of the date of this Agreement, the

authorized capital stock of Buckeye consists of 4,500,000 common shares, without

par value, of Buckeye, of which 2,665,102 shares are issued and outstanding,

414,052 shares are reserved for issuance under employee stock option plans

(options to purchase 116,500 of such shares have been granted and are

outstanding), and none of which shares are held in the treasury of Buckeye. All

of the issued and outstanding shares of Buckeye Common are validly issued, fully

paid and nonassessable, and have not been issued in violation of any preemptive

right of any shareholder of Buckeye. As of the date

 

<PAGE>   61

 

 

                                                                              26

 

 

of this Agreement: (i) Buckeye has no outstanding class of capital stock other

than Buckeye Common, and (ii) except as set forth in the Buckeye Disclosure

Letter or in Section 4.04(b) of this Agreement, there are no outstanding

options, warrants, conversion or exchange rights, subscriptions, agreements or

other commitments of any kind obligating Buckeye or any of the Buckeye

Subsidiaries to issue or sell, or to redeem, purchase or otherwise acquire,

directly or indirectly, any shares of its capital stock or any outstanding

restrictions, agreements or commitments of any kind to which Buckeye or any of

the Buckeye Subsidiaries is a party or by which Buckeye or any of the Buckeye

Subsidiaries is bound which relate to or restrict in any way the issuance or

sale, or purchase, redemption or other acquisition, of any shares of the capital

stock of Buckeye or any of the Buckeye Subsidiaries. Buckeye has previously

delivered to NCC true, correct and complete copies of all documents or other

evidences of all outstanding options, warrants, conversion rights,

subscriptions, agreements or other commitments of any kind obligating Buckeye or

any of the Buckeye Subsidiaries to issue or sell, or to redeem, purchase or

otherwise acquire, directly or indirectly, any shares of its capital stock or

any outstanding restrictions, agreements or commitments of any kind to which

Buckeye or any of the Buckeye Subsidiaries is a party or by which Buckeye or any

of the Buckeye Subsidiaries is bound which relate to or restrict in any way the

issuance or sale, or purchase, redemption or other

 

<PAGE>   62

 

 

                                                                              27

 

 

acquisition, of any shares of the capital stock of Buckeye or any of the Buckeye

Subsidiaries.

 

              (b) As of the date hereof, there are 116,500 outstanding and

unexercised options to purchase shares of Buckeye Common, which options do not

include 75,000 additional options whose exercisability is tied to the attainment

of certain performance levels of Buckeye which have not and will not be

achieved. Buckeye has obtained the agreement of all holders of an outstanding

option or options to purchase shares of Buckeye Common (i) not to exercise his

or her option or options prior to the Effective Time and (ii) to agree to

accept, in exchange for the cancellation and extinguishing of his or her option

or options at the Effective Time, the right to receive cash in an amount equal

to the number of shares subject to such option or options multiplied by the

difference between the per share option exercise price and $10.63, pursuant

to Section 2.03(b) of this Agreement.

 

         4.05 FINANCIAL STATEMENTS. Buckeye has delivered to NCC the following

financial statements (collectively, the "Buckeye Financial Statements"):

 

              (a) the Consolidated Balance Sheets of Buckeye as at December 31

     for each of the years 1988 and 1987 and the related Consolidated Statements

     of Operations, Consolidated Statements of Changes in Shareholders' Equity

     and Consolidated Statements of Cash Flows for each of the years then ended,

     together with the notes thereto, all as

 

<PAGE>   63

 

 

                                                                              28

 

 

     reported upon by Deloitte & Touche, independent public accountants; and

 

              (b) the Consolidated Balance Sheet of Buckeye as at December 31,

     1989 and the related Consolidated Statement of Operations, Consolidated

     Statement of Changes in Shareholders' Equity and Consolidated Statement of

     Cash Flows for the period then ended, without any notes thereto (the

     "Buckeye Unaudited Year-End Financial Statements").

 

The Buckeye Financial Statements fairly present the consolidated financial

position of Buckeye and the Buckeye Subsidiaries as of the dates indicated and

the consolidated results of operations, changes in shareholders' equity and

changes in cash flows for the periods then ended in conformity with generally

accepted accounting principles applicable to financial institutions applied on a

consistent basis, except that the Buckeye Unaudited Year-End Financial

Statements do not contain any notes thereto. Except for any liabilities or

obligations referred to in this Agreement or set forth in the Buckeye Disclosure

Letter, as of December 31, 1989, neither Buckeye nor any of the Buckeye

Subsidiaries had any material liability or obligation, secured or unsecured

(whether accrued, absolute, known, unknown, contingent or otherwise) not

referred to, reflected or reserved against in the Buckeye Financial Statements.

Except as to such matters as would be contained in the notes to such statements,

the Buckeye Unaudited Year-End Financial Statements shall be the same in all

material respects

 

<PAGE>   64

 

 

                                                                              29

 

 

as the Consolidated Balance Sheet of Buckeye as at December 31, 1988 and the

related Consolidated Statement of Operations, Consolidated Statement of Changes

in Shareholders' Equity and Consolidated Statement of Cash Flows for the period

then ended, together with the notes thereto, when they have been reported upon

by Deloitte & Touche, independent public accountants.

 

         4.06 REPURCHASE AGREEMENTS. Except as set forth in the Buckeye

Disclosure Letter, with respect to all repurchase agreements to which Buckeye or

any Buckeye Subsidiary is a party, (a) where Buckeye or a Buckeye Subsidiary has

the obligation to sell securities, it has a valid, perfected first lien or

security interest in the government securities or other collateral securing the

repurchase agreement, and the value of the collateral securing each such

repurchase agreement equals or exceeds the amount of the debt secured by such

collateral under such agreement, and (b) where Buckeye or a Buckeye Subsidiary

has the obligation to buy securities, the value of the collateral securing

Buckeye's or the Buckeye Subsidiary's obligation does not materially exceed the

amount of the obligation.

 

         4.07 LITIGATION AND CLAIMS. Except as disclosed in the Buckeye

Financial Statements and the Buckeye Disclosure Letter, as of the date hereof:

(a) there are no claims of any kind, or any litigation, proceeding, arbitration

or investigation pending affecting Buckeye or any Buckeye Subsidiary which, if

decided adversely to Buckeye or any

 

<PAGE>   65

 

 

                                                                              30

 

 

Buckeye Subsidiary, might have a material adverse effect on the financial

condition, results of operations, business or prospects of Buckeye and the

Buckeye Subsidiaries, taken as a whole; (b) to the best of Buckeye's knowledge,

no such claim, litigation, proceeding, arbitration or investigation has been

threatened; and (c) there are no uncured material violations, or violations with

respect to which material refunds or restitutions may be required, cited in any

compliance report to Buckeye or any Buckeye Subsidiary as a result of the

examination by any bank regulatory authority.

 

         4.08 COMPLIANCE WITH LAWS AND ORDERS. Except as set forth in the

Buckeye Disclosure Letter, (a) Buckeye and each Buckeye Subsidiary has complied

with all laws, regulations and orders and governing instruments applicable to it

and to the conduct of its business, except where the failure to so comply would

not have a material adverse effect on the financial condition, results of

operations, business or prospects of Buckeye and the Buckeye Subsidiaries, taken

as a whole; and (b) neither Buckeye nor any Buckeye Subsidiary is in default

under, and no event has occurred which, with the lapse of time or action by a

third party, could result in the default under, the terms of any judgment,

order, writ, decree, permit or license of any agency of any government or court,

whether federal, state, municipal or local and whether at law or in equity,

except where such default would not have a material adverse effect on the

financial condition, results of

 

<PAGE>   66

 

 

                                                                              31

 

 

operations, business or prospects of Buckeye and the Buckeye Subsidiaries, taken

as a whole.

 

         4.09 TAXES. Except as set forth in the Buckeye Disclosure Letter, all

federal, state and local income tax returns of Buckeye and each Buckeye

Subsidiary have been filed with the Internal Revenue Service ("IRS") or other

appropriate taxing authorities with respect to all fiscal years prior to and

including the fiscal year ended December 31, 1988. Buckeye and each Buckeye

Subsidiary have paid all taxes shown to be due on such returns. Buckeye and each

Buckeye Subsidiary have adequately reserved, in accordance with generally

accepted accounting principles applicable to financial institutions applied on a

consistent basis, on the Buckeye Financial Statements for the payment of all

unpaid federal, state and local taxes, including interest and penalties, payable

in respect of any taxable event or period (including interim periods) ending on

December 31, 1989 and for all fiscal years prior thereto.

 

         4.10 SHAREHOLDER COMMUNICATIONS AND AGENCY FILINGS. Buckeye has filed

all reports and registration statements required to be filed by Buckeye with the

SEC pursuant to the Securities Laws for periods ending after December 31, 1986

(the "Buckeye Reports"), and the Buckeye Reports complied in all material

respects with the Securities Laws. To the best of Buckeye's knowledge, at the

time they were filed, none of the Buckeye Reports contained any untrue statement

of a material

 

<PAGE>   67

                                                                             32

 

 

 

 

fact or omitted to state any material fact which made the statements contained

therein in the aggregate, in light of the circumstances under which they were

made, misleading. Buckeye has filed all documents required to be filed by

Buckeye with the Federal Home Loan Bank of Cincinnati, Ohio, the OTS and the

FDIC under various banking laws and regulations, except to the extent that all

failures to so file would not have a material adverse effect on the financial

condition, results of operations, business or prospects of Buckeye and the

Buckeye Subsidiaries, taken as a whole.

 

         4.11 FINDER'S FEE. Buckeye has not directly or indirectly dealt with

anyone acting in the capacity of a finder or broker or investment advisor and

has not incurred, and shall not incur, any obligation for any finder's, broker's

or investment advisor's fee or commission in connection with the transactions

contemplated by this Agreement, except with respect to Kaplan, Smith &

Associates, Inc., who have rendered a fairness opinion and will be paid in the

aggregate $150,000 plus expenses.

 

 

         4.12 INSURANCE. Except as set forth in the Buckeye Disclosure Letter,

the business operations and all insurable properties and assets, other than

loans, of Buckeye and the Buckeye Subsidiaries are insured in all material

respects for their benefit against all risks that, to the best of Buckeye's

knowledge, are customarily insured against in the industry and that are usually

insured against by businesses operating

 

 

 

 

 

<PAGE>   68

 

 

                                                                              33

 

 

similar businesses or properties in the localities where such businesses or

properties are located, in each case (a) under policies issued by insurers of

recognized responsibility, in such amounts with such deductibles and against

such risks and losses as are, in the reasonable opinion of Buckeye or such

insured Buckeye Subsidiary, adequate for the business engaged in by Buckeye or

the Buckeye Subsidiary, as the case may be, or (b) by self-insurance or

self-retention by Buckeye and its Subsidiaries as described in the Buckeye

Disclosure Letter. A description of the insurance policies, and self-insurance

and self-retention programs, of Buckeye and the Buckeye Subsidiaries is set

forth in the Buckeye Disclosure Letter. Except as set forth in the Buckeye

Disclosure Letter, neither Buckeye nor any of the Buckeye Subsidiaries is in

default in the payment of any premium, has currently outstanding any material

claim with respect to such insurance coverage or has received notification of,

or has knowledge of the existence of any grounds for, the cancellation or

proposed cancellation of any such policies or bonds or any reason why any such

policies or bonds would not be valid, binding and enforceable in all material

respects, except as enforcement may be limited by bankruptcy, insolvency or

other similar laws affecting the enforcement of creditors' rights generally and

except that the availability of equitable remedies, including specific

performance, is subject to the discretion of the court before which any

proceeding thereof may be brought.

 

<PAGE>   69

 

 

                                                                              34

 

 

         4.13 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in the

Buckeye Disclosure Letter, since December 31, 1989, Buckeye and the Buckeye

Subsidiaries have conducted their respective businesses only in the ordinary and

usual course consistent with past practices, and there has not been:

 

             (a) any material adverse change in the financial condition, results

      of operations, assets, properties, businesses, operations or prospects of

      Buckeye and the Buckeye Subsidiaries, taken as a whole;

 

             (b) any change in the capitalization of Buckeye or any Buckeye

      Subsidiary, including, without limitation, the issuance by Buckeye of any

      shares of stock of any class or any subscriptions, options, warrants,

      agreements, commitments, or other rights of any nature affecting or

      relating in any manner whatsoever to the issuance of capital stock (other

      than as contemplated by this Agreement);

 

             (c) any release or discharge of any obligation or liability of any

      person or entity related to or arising out of any loan made by Buckeye or

      any Buckeye Subsidiary of any nature whatsoever, other than releases and

      discharges which are either (i) made upon the contemporaneous receipt of

      value by Buckeye or any of the Buckeye Subsidiaries or (ii) made in the

      ordinary and usual course of business and not involving amounts greater

      than $50,000;

 

<PAGE>   70

 

 

                                                                              35

 

 

             (d) (i) any new or amended Pension Plan or Welfare Plan (as such

      terms are hereinafter defined) or (ii) any salary or wage increase of any

      officer or employee of Buckeye or any Buckeye Subsidiary not in accordance

      with the established employee procedures and in conformity with past

      practice;

 

             (e) any creation, renewal, amendment or termination of, or any

      notice of any proposed renewal, amendment or termination of, any material

      contract, agreement or lease for goods, services or office space to which

      Buckeye or any Buckeye Subsidiary is a party or by which it or its

      property is bound, other than any automatic renewal or termination in

      accordance with the terms of any such document;

 

             (f) any action or inaction by Buckeye or any Buckeye Subsidiary

      that constitutes a material breach or default by Buckeye or any Buckeye

      Subsidiary under any material contract, agreement, obligation, lease or

      license to which Buckeye or any of the Buckeye Subsidiaries is a party or

      by which it or its property is bound;

 

             (g) the creation by Buckeye or any Buckeye Subsidiary of any

      mortgage, pledge, lien, claim, option or encumbrance on its material

      property or assets, except for repurchase agreements and for any mortgage,

      pledge, lien, claim, option or encumbrance on its material property or

      assets incurred in the ordinary and usual course of business;

 

<PAGE>   71

 

 

                                                                              36

 

 

             (h) any loan, except as permitted in Section 563.43 of the rules

      and regulations of the OTS, by Buckeye or any of the Buckeye Subsidiaries

      to any officer or Director of Buckeye or any Buckeye Subsidiary or to any

      member of the immediate family of such officer or Director or to any

      person in which such officer or director, directly or indirectly, owns 10%

      or more of any class of equity securities, in the case of a corporation,

      or of any equity interest, in the case of a partnership, or any trust or

      estate in which such officer or Director has a 10% or more beneficial

      interest or as to which such officer or Director serves as a trustee or in

      a similar capacity;

 

             (i) except in the ordinary and usual course of business, and except

      for deeds in lieu of payment or other assets acquired by foreclosure on

      its security, any acquisition or disposition by Buckeye or any Buckeye

      Subsidiary of any property or asset, whether real or personal, having a

      fair market value in an amount greater than $50,000;

 

             (j) any loss or damage (whether or not covered by insurance) to any

      of the assets or properties of Buckeye or any Buckeye Subsidiary that

      materially impairs or materially affects in any materially adverse manner

      the ability of Buckeye and the Buckeye Subsidiaries, taken as a whole, to

      conduct their business; and

 

<PAGE>   72

 

 

                                                                              37

 

 

             (k) any material change in any method of accounting or accounting

      practice by Buckeye or any Buckeye Subsidiary, except for any changes

      required by changes in regulatory accounting principles adopted by the OTS

      or changes mandated by the Financial Accounting Standards Board.

 

         4.14 TITLE TO PROPERTIES. Except as set forth in the Buckeye Disclosure

Letter, Buckeye and the Buckeye Subsidiaries have good and marketable title to

all material properties and assets owned by them, including, without limitation,

all property reflected in the 1989 Buckeye Unaudited Year-End Financial

Statements, except as since sold or otherwise disposed of in the ordinary and

usual course of business or as contemplated by this Agreement, free and clear of

all liens, charges and encumbrances, other than (a) as referred to in the 1989

Buckeye Unaudited Year-End Financial Statements, (b) any liens and assessments

for taxes not yet due and payable or being contested in good faith by

appropriate proceedings, and (c) such imperfections of title and encumbrances,

if any, as do not materially detract from the value or interfere with the actual

or intended use of the properties owned by Buckeye and the Buckeye Subsidiaries

or otherwise materially impair their business operations. All material leases

pursuant to which Buckeye and the Buckeye Subsidiaries lease real or personal

property are valid and binding in accordance with their respective terms, and

there is not under any of such leases any

 

<PAGE>   73

 

 

                                                                              38

 

 

existing default or event of default, or any event which with notice or lapse of

time, or both, would constitute a default, the consequences of which will have a

material adverse effect on the financial condition, results of operations,

business or prospects of Buckeye and the Buckeye Subsidiaries, taken as a whole.

 

         4.15 BOOKS AND RECORDS. The books and records of Buckeye and the

Buckeye Subsidiaries are in all material respects complete and correct, and such

books and records are being maintained in accordance with good business

practices and accurately reflect the basis for the financial position and

results of operations of Buckeye and the Buckeye Subsidiaries set forth in the

Buckeye Financial Statements.

 

         4.16 PERMITS, AUTHORIZATIONS, ETC. Except as set forth in the Buckeye

Disclosure Letter, Buckeye and the Buckeye Subsidiaries have made all filings

to, and possess all approvals, authorizations, consents, licenses, orders and

other permits of, all governmental agencies and authorities, whether federal,

state, local or foreign, required to permit the operation of the businesses of

Buckeye and the Buckeye Subsidiaries as presently conducted, except approvals,

authorizations, consents, licenses, orders and other permits, the failure of

which to possess can be cured without having a material adverse effect on the

financial condition, results of operations, business or prospects of Buckeye and

the Buckeye Subsidiaries, taken as a whole, and Buckeye and the Buckeye

 

<PAGE>   74

 

 

                                                                              39

 

 

Subsidiaries have received no notice of noncompliance or default with respect

thereto.

 

         4.17 LIST OF PROPERTIES, CONTRACTS AND OTHER DATA. The Buckeye

Disclosure Letter lists or describes, as of December 31, 1989:

 

              (a) all real property owned by Buckeye or any of the Buckeye

      Subsidiaries and all leases of real or personal property (except leases of

      personal property involving annual rental payments of less than $12,000)

      to which Buckeye or any of the Buckeye Subsidiaries is a party;

 

              (b) Except for loans and interest rate swaps, all contracts and

      commitments for capital improvements and all contracts and commitments

      involving the payment by or to Buckeye or any of the Buckeye Subsidiaries

      of more than $25,000 with respect to any one contract or commitment or any

      related group of contracts or commitments;

 

              (c) all employment and consulting agreements not terminable at

      will and (i) with a remaining term in excess of one year, or (ii)

      requiring a payment after the Closing Date in excess of $1,000, or (iii)

      providing severance or termination payments, executive compensation plans,

      bonus plans or other incentive compensation plans, deferred compensation

      agreements, employee pension plans or retirement plans, employee profit

      sharing plans, and group life insurance, hospitalization insurance or

      other plans or arrangements (whether formal or informal) providing for

 

<PAGE>   75

 

 

                                                                              40

 

 

      benefits for directors, officers or other employees of Buckeye or any of

      the Buckeye Subsidiaries;

 

              (d) the names and compensation rates of all employees of Buckeye

      or any of the Buckeye Subsidiaries whose current annual rate of

      compensation (including without limitation mandatory contractual bonuses

      but excluding discretionary bonuses) is $35,000 or more;

 

              (e) the names of all retired directors, officers and other

      employees of Buckeye or any of the Buckeye Subsidiaries who are receiving

      or are entitled to receive any pensions not covered by any funded pension

      plan to which Buckeye or any of the Buckeye Subsidiaries is a party and

      the dollar amount of benefits which each such person is so entitled to

      receive;

 

              (f) all outstanding debt instruments evidencing any indebtedness

      individually or in the aggregate to any one person or lender in excess of

      $500,000 owed or guaranteed by Buckeye or any Buckeye Subsidiary to any

      person other than Buckeye or any Buckeye Subsidiary; and

 

              (g) all interest rate swaps, except for those involving notional

      amounts not in excess of $5,000,000.

 

Except as set forth in the Buckeye Disclosure Letter, there is not under any

document, right, obligation or commitment referred to in the foregoing list any

existing default or event of default caused by Buckeye or any Buckeye Subsidiary

or, to the best of Buckeye's knowledge, any other party thereto, or

 

<PAGE>   76

 

 

                                                                              41

 

 

any event which with notice and/or lapse of time would constitute a default on

the part of Buckeye or any of the Buckeye Subsidiaries or, to the best of

Buckeye's knowledge, any other party thereto, the consequences of which

reasonably could be expected to have a material adverse effect on the financial

condition, results of operations, business or prospects of Buckeye and the

Buckeye Subsidiaries, taken as a whole.

 

         4.18 EMPLOYEE BENEFIT PLANS. The Buckeye Disclosure Letter lists all

"employee pension benefit plans" (the "Pension Plans"), as defined in Section

3(2) of the Employee Retirement Income Security Act of 1974, as amended

("ERISA"), and all "employee welfare benefit plans" (the "Welfare Plans"), as

defined in Section 3(1) of ERISA, which Buckeye or any of the Buckeye

Subsidiaries maintains or administers, or to which Buckeye or any of the Buckeye

Subsidiaries contributes or is required to contribute for the benefit of its

employees (the Pension Plans and Welfare Plans sometimes are referred to herein

collectively as the "Benefit Plans"). Buckeye has furnished NCC with true,

correct and complete copies of (a) the Benefit Plans or, in the case of

unwritten plans, true, correct and complete descriptions thereof, (b) all trust

agreements or funding arrangements, including without limitation insurance

contracts, with respect to each of the Benefit Plans, (c) the most recent annual

report (Form 5500, including, if applicable, all Schedules B thereto) for each

Benefit Plan, and (d) the

 

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                                                                              42

 

 

most recent determination letter issued by the IRS with respect to the

qualification of each Pension Plan intended to qualify under Section 401(a) of

the Internal Revenue Code of 1986, as amended (the "Code") and the tax exempt

status of the trusts related thereto. No Benefit Plan is a "multiemployer plan"

as defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Buckeye nor

any of the Buckeye Subsidiaries nor any organization which is affiliated with

Buckeye or any of the Buckeye Subsidiaries within the meaning of Section 414(b),

(c), (m), (n) or (o) of the Code ("Affiliated Organizations") has any obligation

to contribute to, any liability with respect to a withdrawal from, or any other

liability with respect to, any such multiemployer plan. No "reportable event"

(as defined in Section 4043(b) of ERISA) with respect to which the notice

requirement has not been waived by applicable regulations has occurred with

respect to any Pension Plan, other than transactions described in the Buckeye

Disclosure Letter. Each Benefit Plan and each related funding arrangement has

been maintained in all material respects in accordance with the provisions of

ERISA, the applicable provisions of the Code, and all other applicable law. All

contributions required to be made to any Benefit Plan have been made or provided

for in the Buckeye Financial Statements. To the best of Buckeye's knowledge, no

actions, suits or claims (other than routine claims for benefits in the ordinary

and usual course of business) are pending or threatened nor, to the best of

 

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                                                                              43

 

 

Buckeye's knowledge, are there any facts which could reasonably be expected to

give rise to any such actions, suits or claims (other than as noted earlier in

this sentence) against any Benefit Plan or the assets of any Benefit Plan.

Except as set forth in the Buckeye Disclosure Letter, no Pension Plan has been

completely or partially terminated and no condition exists that could constitute

grounds for termination of any Pension Plan by the Pension Benefit Guaranty

Corporation under Section 4042 of ERISA. No liability to the Pension Benefit

Guaranty Corporation has been incurred by Buckeye or any of the Buckeye

Subsidiaries or Affiliated Organizations or is expected with respect to any

Pension Plan (except for insurance premiums pursuant to Section 4007 of ERISA)

which would subject Buckeye or any of the Buckeye Subsidiaries, directly or

indirectly, to any liability. Except as set forth in the Buckeye Disclosure

Letter, with respect to the Benefit Plans, there has been no amendment of any

such Benefit Plan which would materially increase the annual expense associated

with such Benefit Plan above the level of the 1989 expense of such Benefit Plan

as set forth in the Buckeye Financial Statements. Except as set forth in the

Buckeye Disclosure Letter, no excise tax or other penalty has been assessed

against Buckeye or any of the Buckeye Subsidiaries with respect to the benefits

provided under any Benefit Plans, and no circumstances exist that would

constitute grounds for the assessment of any such excise tax or penalty. Neither

Buckeye nor any of the Buckeye Subsidiaries is aware of

 

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                                                                              44

 

 

any action with respect to any Welfare Plan that would subject Buckeye, any of

the Buckeye Subsidiaries, NCC (or any of their officers or directors), or any

Welfare Plan to loss of income tax deduction or liability as a result of failure

to comply with the applicable provisions of the Consolidated Omnibus Budget

Reconciliation Act of 1985 ("COBRA"). Each of the Buckeye Financial Corporation

Employee Stock Ownership Plan, effective January 1, 1989 (the "ESOP") and the

Buckeye Financial Corporation 401(k) Plan is a qualified plan under Section

401(a) of the Code and its related trust is exempt from federal income tax under

Section 501(a) of the Code. The ESOP is an employee stock ownership plan

described in Section 4975(e)(7) of the Code. The ESOP and the transfer of

assets from the Buckeye Financial Corporation Pension Plan, as amended and

restated, effective July 1, 1984, to the ESOP comply with the requirements of

Section 4980(c)(3) of the Code to the extent required as of the date hereof.

 

         4.19 COMMITMENTS. The Buckeye Disclosure Letter sets forth a true,

correct and complete list, as of December 31, 1989, of:

 

         (a) the aggregate amount of the unfunded commitments by Buckeye and or

any of the Buckeye Subsidiaries to fund the following loans: (i) all single

family, residential first mortgage loans; (ii) all multi-family, residential

first mortgage loans; (iii) all home equity loans or lines of credit; (iv) all

unsecured commercial loans; (v) all commercial real estate loans; and (vi) all

other loans;

 

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                                                                              45

 

 

         (b) all commitments by Buckeye or any of the Buckeye Subsidiaries to

fund the following loans (collectively, the "Disclosed Loans"): (i) any single

family, residential first mortgage loan equal to or in excess of $250,000; (ii)

any multi-family, residential first mortgage loan equal to or in excess of

$250,000; (iii) any home equity loan or line of credit equal to or in excess of

$100,000; (iv) any unsecured commercial loan equal to or in excess of $100,000;

(v) any commercial real estate loan equal to or in excess of $250,000; or (vi)

any other loan equal to or in excess of $50,000; PROVIDED, HOWEVER, that the

Disclosed Loans shall include any multi-family, residential loan, unsecured

commercial loan or commercial real estate loan where such loan is to a borrower

whose total indebtedness to Buckeye or any of the Buckeye Subsidiaries,

individually or in the aggregate, will be in an amount greater than $500,000

after the making of such loan; and

 

         (c) all financial guarantees involving amounts of $50,000 or more of

Buckeye or any of the Buckeye Subsidiaries outstanding (including letters of

credit).

 

         4.20 LOANS.

 

         (a) The Buckeye Disclosure Letter sets forth a true, correct and

complete list, as of December 31, 1989, of all Disclosed Loans of Buckeye or any

of the Buckeye Subsidiaries.

 

         (b) The Buckeye Disclosure Letter sets forth a true, correct and

complete list, as of December 31, 1989, of all existing loans receivable of

Buckeye or any of the Buckeye

 

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                                                                              46

 

 

Subsidiaries that were then past due as to principal or interest for a period of

60 days or more or were otherwise known by Buckeye or such Buckeye Subsidiary to

then be materially in default.

 

         (c) Except as set forth in the Buckeye Disclosure Letter, as of

December 31, 1989, to the best of Buckeye's knowledge (i) there are no loans

receivable on the books of Buckeye or any of the Buckeye Subsidiaries that are,

individually or in the aggregate, material to Buckeye and the Buckeye

Subsidiaries, taken as a whole, as to which Buckeye or the applicable Buckeye

Subsidiary has substantial doubt as to the ability of the borrower thereunder to

repay them in accordance with their terms, (ii) all such loans are collectible

in the amounts carried on the books of Buckeye or the applicable Buckeye

Subsidiary; (iii) all material loans and investments of Buckeye and of each of

the Buckeye Subsidiaries are valid, binding and enforceable in all material

respects, under all applicable laws, rules and regulations, and is subject to no

material defenses, setoffs, counterclaims or disputes, except as enforcement may

be limited by bankruptcy, insolvency or other similar laws affecting the

enforcement of creditors' rights generally and except that the availability of

equitable remedies, including specific performance, is subject to the discretion

of the court before which any proceeding thereof may be brought; and (iv) with

respect to secured loans, the collateral security for each such loan that is,

 

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                                                                              47

 

 

individually or in the aggregate, material to Buckeye or any of the Buckeye

Subsidiaries, is of a value not less than appropriate to secure repayment of

such indebtedness in accordance with Buckeye's or the applicable Buckeye

Subsidiary's customary lending practices, properly pledged or mortgaged to

Buckeye or such Buckeye Subsidiary and free of any material title defects.

 

         4.21 TRANSACTIONS WITH DIRECTORS OR OFFICERS. The Buckeye Disclosure

Letter sets forth all loans outstanding at December 31, 1989 of Buckeye or any

of the Buckeye Subsidiaries (except credit card loans less than $5,000) to any

Director, officer (as defined in Section 561.32 of the rules and regulations of

the OTS) or, to the best of Buckeye's knowledge, to any spouse of such officer

or Director or any person in which, to the best of Buckeye's knowledge, such

Director or officer, directly or indirectly, owns 10% or more of any class of

equity securities, in the case of a partnership, or any trust or estate in which

such officer, director or stockholder has a 20% or more beneficial interest or

as to which such officer or Director serves as a director or in a similar

capacity. All such loans were entered into in the ordinary and usual course of

business, are not preferential in any respect (except those made in accordance

with employee loan policies described in the Buckeye Disclosure Letter and in

compliance with applicable rules and regulations of the OTS) and, in Buckeye's

or the applicable Buckeye Subsidiary's business

 

<PAGE>   83

 

 

 

                                                                              48

 

 

judgment based upon its then current lending and credit evaluation policies and

practices, did not involve more than the normal risk of nonpayment. Except as

set forth in the Buckeye Disclosure Letter, as of December 31, 1989, all

deposits in excess of $5,000 made by any of the foregoing persons or entities

were accepted by Buckeye or the applicable Buckeye Subsidiaries in the ordinary

and usual course of business upon terms consistent with standard policies and

practices of Buckeye or the applicable Buckeye Subsidiary and bear rates of

interest that are not preferential in any respect; and such deposits do not

exceed $2,000,000 in the aggregate.

 

         4.22 HAZARDOUS MATERIAL. Except as set forth in the Buckeye Disclosure

Schedule, and except for the use of less than ten gallons of a Hazardous

Material (as defined below) at any one time in any one situation, (a) neither

Buckeye, nor any Buckeye Subsidiary, nor, to the best of Buckeye's knowledge,

any other individual, partnership, corporation (including a business trust),

joint stock company, trust, unincorporated association, joint venture or any

other entity, or a government (domestic or foreign) or any political subdivision

or agency thereof ("Person") has ever used, generated, processed, stored,

disposed of, released or discharged any chemical, substance, material, object,

condition, waste or combination thereof which is hazardous to human health or

safety or to the environment due to its radioactivity, ignitability,

corrosivity,

 

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                                                                              49

 

 

reactivity, explosiveness, toxicity, carcinogenicity, infectiousness or other

harmful or potentially harmful properties or effects and which are now listed,

defined, regulated or formally proposed to be regulated in any manner by any

federal, state or local law or any regulator based upon, directly or indirectly,

such properties or effects ("Hazardous Material") in, on, under or about any of

the real property now or heretofore leased, owned, operated or otherwise

controlled by Buckeye or any Buckeye Subsidiary or any property in which Buckeye

or any Buckeye Subsidiary has any equitable interest (other than by a mortgage)

("Property"), or transported it to or from the Property, and none of the

Property contains any underground storage tank systems or portions thereof; (b)

all Hazardous Material at the facilities owned, operated or otherwise controlled

by Buckeye and the Buckeye Subsidiaries has been handled in compliance with any

and all laws, statutes, ordinances, rules, regulations, judgments, orders,

decrees, permits, concessions, grants, franchises, agreements, licenses, or

other governmental restrictions or requirements relating to health, the

environment or the release of any materials into the environment, now in effect

in any and all jurisdictions in which Buckeye and the Buckeye Subsidiaries are

or from time to time may be doing business (collectively, the "Environmental

Laws"), except where such failure to comply would not have a material adverse

impact; (c) all Hazardous Material which Buckeye or any of the Buckeye

Subsidiaries has generated,

 

<PAGE>   85

 

 

                                                                              50

 

 

transported or arranged for disposal of has been disposed of in compliance with

Environmental Laws; and (d) Buckeye has no knowledge, and has received no

notification, administrative order, or other notice of enforcement, cleanup,

removal or other governmental or regulatory actions completed, instituted or

threatened under any Environmental Laws, or of claims made or threatened by any

Person against Buckeye, any of the Buckeye Subsidiaries or their Property

relating to damage, contribution, cost recovery, compensation, loss or injury

resulting from any presence, release, discharge or migration of any Hazardous

Material.

 

         4.23 ENVIRONMENTAL LAWS AND PERMITS. Except as set forth in the Buckeye

Disclosure Letter, (a) Buckeye and the Buckeye Subsidiaries have obtained all

permits required under all applicable Environmental Laws, (b) Buckeye, the

Buckeye Subsidiaries and their facilities are in compliance with all applicable

Environmental Laws, except where such failure to comply would not have a

material adverse impact; and (c) Buckeye has no reason to believe that Buckeye

or any of the Buckeye Subsidiaries will be unable to maintain compliance with

all Environmental Laws, or that its inability to maintain compliance with all

Environmental Laws would have a material adverse effect on the Property or on

the financial condition, results of operations, business or prospects of Buckeye

and the Buckeye Subsidiaries, taken as a whole.

 

<PAGE>   86

 

 

                                                                              51

 

 

         4.24 REPORTS, STATEMENTS AND RETURNS. Buckeye has separately delivered

to NCC each of the following reports, statements and returns:

 

              (a) All of the quarterly reports of Buckeye or any of the Buckeye

      Subsidiaries, as the case may be, to the OTS and the FDIC and all

      correspondence relating to such reports with respect to each of such

      periods from January 1, 1986, through the date hereof; and

 

              (b) All federal income tax returns of Buckeye and the Buckeye

      Subsidiaries filed for each of the taxable years during the period from

      January 1, 1986, through the date hereof.

 

Each of the reports, statements and returns referred to above was properly

prepared in all material respects in accordance with all applicable laws and

regulations and properly presents in all material respects all information

required to be included therein. Buckeye has delivered to NCC all correspondence

relating to the examination reports of the OTS concerning Buckeye or any of the

Buckeye Subsidiaries, with respect to all periods subsequent to January 1, 1986.

 

         4.25 LIABILITIES. Except as set forth in the Buckeye Disclosure Letter

or the Buckeye Financial Statements, Buckeye and the Buckeye Subsidiaries, taken

as a whole, have no material indebtedness, obligation or liability, contingent

or otherwise.

 

         4.26 FULL DISCLOSURE. None of the information concerning Buckeye or the

Buckeye Subsidiaries contained in

 

<PAGE>   87

 

 

 

 

 

 

 

                                                                              52

 

 

this Agreement, the Buckeye Disclosure Letter and the exhibits hereto, or in any

of the documents or instruments to be delivered by or on behalf of Buckeye to

NCC as contemplated by any provision of this Agreement, or in any registration

statement, proxy statement, information memorandum, prospectus or other document

to be used in connection with the transactions contemplated hereby, or in any

of the applications or documents to be filed with governmental agencies in

connection with the transactions contemplated hereby, contains or will contain

any untrue statement of a material fact or omits or will omit to state any

material fact necessary in order to make the statements contained herein or

therein, in light of the circumstances under which they are or have been made,

not misleading.

 

 

                                   ARTICLE V

 

                               CERTAIN COVENANTS

 

         5.01 MUTUAL COVENANTS AND AGREEMENTS. Each of NCC and Buckeye hereby

covenants and agrees that:

 

              (a) Regulatory Matters. (i) It shall cooperate with the other

party and use its best efforts to prepare all necessary documentation, to effect

all necessary filings and to obtain all necessary permits, consents, approvals

and authorizations of all third parties and governmental bodies necessary to

consummate the transactions contemplated by this Agreement as soon as

practicable. The parties shall each have

 

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                                                                              53

 

 

the right to review and approve in advance all information relating to it and

any of its respective subsidiaries, which appears in any filing made with, or

written material submitted to, any third party or governmental body in

connection with the transactions contemplated by this Agreement.

 

                  (ii) It shall furnish the other party with all information

concerning itself, its subsidiaries, directors, officers and stockholders and

such other matters as may be necessary or advisable in connection with any

statement or application made by or on behalf of them, or any of their

respective subsidiaries to any governmental body in connection with the Merger

and the other transactions, applications or filings contemplated by this

Agreement.

 

                  (iii) It shall promptly furnish the other party with copies of

written communications received by them or any of their respective subsidiaries

from, or delivered by any of the foregoing to, any governmental body in

connection with the Merger and the other transactions, applications or filings

contemplated by or pursuant to this Agreement. Each of the parties shall notify

the other party of any hearing or meeting to be held before any regulatory or

governmental authority in connection with the transactions contemplated hereby,

and each party shall have the right to attend and participate in any such

hearing or meeting unless objected to by the applicable regulatory or

governmental authority.

 

              (b) CONFIDENTIALITY. All information furnished by one party to

the other party, or its officers, attorneys,

 

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                                                                              54

 

 

accountants or other authorized representatives, 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, (ii)

thereafter becomes lawfully obtainable from other sources, or (iii) in the

opinion of counsel, is required to be disclosed in any document filed with the

SEC, the FRB, the OTS, the OCC or any other agency of any government. In the

event that the transactions contemplated by this Agreement shall fail to be

consummated, it 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 furnishing same.

 

              (c) PREPARATION OF PROXY STATEMENT AND REGISTRATION STATEMENT. It

shall cooperate and consult with the other party hereto in the preparation of

the proxy statement to be mailed to Buckeye's shareholders in connection with

the meeting to be called to consider the Merger and to be filed by Buckeye with

the SEC (the "Proxy Statement") and the registration statement to be filed by

NCC with the SEC in connection with the NCC Common to be issued in the Merger

(the "Registration Statement"). When the Registration Statement or any

post-effective amendment thereto shall become effective and at all times

subsequent to such effectiveness, up to and

 

<PAGE>   90

 

 

                                                                              55

 

 

including the date of the annual or special meeting of the shareholders of

Buckeye with respect to the transactions contemplated by this Agreement, such

Registration Statement and the Proxy Statement and all amendments or supplements

thereto, with respect to all information set forth therein furnished or to be

furnished by NCC relating to NCC and the NCC Subsidiaries and by Buckeye

relating to Buckeye and the Buckeye Subsidiaries (i) will comply in all material

respects with the applicable provisions of the 1933 Act and the 1934 Act and the

rules and regulations promulgated by the SEC thereunder and (ii) will 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 contained

therein not misleading. All reports and registration statements (whether or not

effective) filed by it subsequent to the date hereof (A) will comply in all

material respects with the applicable provision of the 1933 Act and the 1934 Act

and the rules and regulations promulgated by the SEC thereunder and (B) will 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 contained

therein not misleading. In no event, however, shall any party hereto be liable

for any untrue statement of a material fact or omission to state a material fact

in the Registration Statement or the Proxy Statement, or in any report or other

registration statement made in reliance upon, and in conformity with,

 

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                                                                              56

 

 

written information concerning the other party furnished by the other party

specifically for use in the Registration Statement or Proxy Statement or any

report or registration statement. It shall advise the other party hereto

promptly of the happening of any event which makes untrue any statement of a

material fact contained in the Registration Statement or the Proxy Statement or

any amendment or supplement thereto or that requires the making of a change in

the Registration Statement or the Proxy Statement or any amendment or supplement

thereto in order to make any material statement therein not misleading.

 

              (d) PRESS RELEASES. It shall not make any press release or other

public announcement concerning the transactions contemplated by this Agreement

without the consent of the other party hereto as to the form and contents of

such release or announcement, except to the extent that such may be required by

law. All press releases concerning the transactions contemplated by this

Agreement shall be issued jointly by NCC and Buckeye; PROVIDED, HOWEVER, that

separate press releases may be issued by either party hereto with the prior

consent of the other party.

 

              (e) PRESERVATION OF BUSINESS ORGANIZATION. It shall (and shall

cause its respective subsidiaries to) use its best efforts to preserve without

material impairment the business organizations and to preserve the goodwill of

Buckeye and the Buckeye Subsidiaries as to customers and others having business

relations with them. Buckeye and each of the Buckeye

 

<PAGE>   92

 

 

                                                                              57

 

 

Subsidiaries shall carry on their respective businesses in the ordinary and

usual course, diligently and in a manner consistent with their past practices.

 

              (f) MISCELLANEOUS AGREEMENTS AND CONSENTS. Subject to the terms

and conditions herein provided, it shall use its best efforts to take, or cause

to be taken, all action, and to do, or cause to be done, all things necessary,

appropriate or desirable under applicable laws and regulations to consummate and

make effective the transactions contemplated by this Agreement, including,

without limitation, the filing of an executed counterpart of this Agreement, or

a conformed copy hereof, together with duly executed certificates of adoption,

with the Secretary of State of the State of Ohio and a Certificate of Merger

with the Secretary of State of the State of Delaware and other appropriate

documentation to effect the Merger. It shall not take, nor cause, nor to the

best of its ability permit to be taken, any action that would adversely affect

the qualification of the Merger as a reorganization under Section 368 of the

Code. It will, and will cause each of its respective subsidiaries to, use their

respective best efforts to obtain consents of all third parties and governmental

bodies necessary, appropriate or desirable for the consummation of the

transactions contemplated by this Agreement. It will, and will cause each of its

subsidiaries to, cooperate with the other party and its subsidiaries to retain

the key employees of Buckeye and the Buckeye Subsidiaries, minimize any adverse

tax consequences on either

 

<PAGE>   93

 

 

                                                                              58

 

 

party or its respective subsidiaries as a result of the transactions

contemplated by this Agreement, and minimize the amount of capital that NCC is

directly or indirectly required to infuse into Buckeye or the Buckeye

Subsidiaries as a result of the transactions contemplated by this Agreement. In

case at any time after the Effective Time any further action is necessary,

appropriate or desirable to carry out the purposes of this Agreement, the

officers and/or directors of NCC shall be deemed to have been granted authority

in the name of Buckeye to take all such necessary action.

 

         5.02 CERTAIN COVENANTS OF NCC. NCC hereby agrees with Buckeye as

follows:

 

              (a) EFFECTIVENESS OF REGISTRATION STATEMENT. NCC shall advise

Buckeye, promptly after NCC receives notice thereof, of the time when the

Registration Statement has become effective or any supplement or amendment has

been filed, of the issuance of any stop order or the suspension of the

qualification of the NCC Common to be issued in connection with the Merger for

offering or sale in any jurisdiction, of the initiation or threat of any

proceeding for any such purpose, or of any request by the SEC for the amendment

or supplementation of the Registration Statement or for additional information.

 

              (b) PROVISION OF SHARES AND CASH. NCC shall issue and provide the

shares of NCC Common and shall provide the cash deliverable upon the conversion

of shares of Buckeye Common pursuant to this Agreement, and shall provide the

cash to be paid to each option holder of Buckeye Common as provided

 

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                                                                              59

 

 

in Section 2.03(b) and any cash required to be paid to the holders of any

Dissenting Shares. The shares of NCC Common to be issued and exchanged as

partial consideration for shares of Buckeye Common pursuant to this Agreement

will, at the Effective Time, be duly authorized, validly issued, fully paid and

nonassessable and subject to no preemptive rights.

 

              (c) EMPLOYEE BENEFITS. Following the Effective Time, NCC will

provide or cause to be provided to employees of Buckeye and the Buckeye

Subsidiaries who become direct or indirect employees of NCC benefits which, when

taken as a whole, are generally comparable to those currently provided by NCC

and the NCC Subsidiaries to its or their respective employees.

 

              (d) LISTING ON NYSE. NCC shall file a listing application with the

NYSE with respect to the shares of NCC Common to be issued and exchanged as

partial consideration for shares of Buckeye Common pursuant to this Agreement.

 

              (e) INDEMNIFICATION. Whatever obligation or right Buckeye or any

of the Buckeye Subsidiaries has prior to the Effective Time with respect to

claims existing prior to, or made after, the Effective Time to indemnify the

officers and directors of Buckeye or any of the Buckeye Subsidiaries with

respect to any acts and omissions arising out of such individuals' service as

officers, directors, employees or agents of Buckeye or any of the Buckeye

Subsidiaries or as trustees or fiduciaries of any plan for the benefit of

employees of, or otherwise on behalf of, Buckeye or any of the

 

<PAGE>   95

 

 

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Buckeye Subsidiaries, occurring prior to the Effective Time, shall become an

obligation of NCC after the Effective Time, and NCC shall fulfill such

obligations or exercise such rights in the same manner and to the same extent as

it does with respect to similar obligations or rights to NCC's officers and

directors.

 

              (f) CURRENT INFORMATION. NCC shall furnish to Buckeye promptly

after such documents are available: (i) all reports, proxy statements or other

communications by it to its stockholders generally, and (ii) all press releases

relating to any transactions reportable to the NYSE.

 

         5.03 CERTAIN COVENANTS OF BUCKEYE. Buckeye hereby agrees with NCC as

follows:

 

              (a) NO SETTLEMENTS. Buckeye shall not settle or compromise any

claim for appraisal or dissenters' rights in respect of the Merger prior to the

Effective Time without the prior written consent of NCC.

 

              (b) CAPITAL STOCK. Other than purchases made pursuant to Section

5.03(h) of this Agreement, either Buckeye nor any of the Buckeye Subsidiaries

shall issue or sell, or redeem, purchase or otherwise acquire, any shares of

capital stock or any options, rights, warrants or other securities convertible

or exchangeable into or otherwise evidencing, or shall enter into any agreement

or instrument evidencing, the right to acquire any shares of its capital stock

or of any of the Buckeye Subsidiaries, or agree to do any of the foregoing.

 

              (c) OTHER NEGOTIATIONS. During the period from the date of this

Agreement to the Effective Time, except with

 

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                                                                              61

 

 

the prior approval of NCC, Buckeye shall not, and shall not permit its

representatives to, directly or indirectly, provide any information (other than

information contained in a press release issued by the parties hereto)

concerning this transaction to, or initiate or solicit discussions with, any

corporation, partnership, person or other entity or group concerning any merger

in which neither Buckeye nor any Buckeye subsidiary is the acquiror or sale of

substantial assets, sale of shares of capital stock (or securities convertible

or exchangeable into or otherwise evidencing, or any agreement or instrument

evidencing, the right to acquire capital stock) or similar transaction involving

Buckeye or any of the Buckeye Subsidiaries (all such transactions being referred

to herein as "Acquisition Transactions"); PROVIDED, HOWEVER, that Buckeye shall

be permitted to disclose information concerning Buckeye to any potential buyer

who initiates contact with Buckeye. Buckeye shall promptly communicate to NCC

the terms of any proposal which it may receive in respect of an Acquisition

Transaction and any request by or indication of interest on the part of any

third party with respect to initiation of any Acquisition Transaction or

discussions with respect thereto.

 

              (d) OTHER ACTIONS. Except as set forth in the Buckeye Disclosure

Letter, without the prior written consent or approval of NCC, during the period

from December 31, 1989 through the Closing, neither Buckeye nor any of the

Buckeye Subsidiaries shall: (i) increase the rate of compensation of, or pay any

bonus (including awards under its or any of its

 

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                                                                              62

 

 

subsidiaries' incentive plans) to, any of its directors, officers or employees,

except increases or bonuses which (A) are not material in amount, (B) are in

accordance with existing policy and consistent in all material respects with

amounts given in past periods or (C) are derived from formulas set forth in

written agreements effective prior to the date hereof; (ii) enter into or modify

(except as may be required by any applicable law) its Benefit Plans in respect

of any of its present or former directors, officers or other employees; (iii)

dispose of or discontinue any major portion of its business or property, or

merge or consolidate with, or acquire all or any substantial portion of, the

business or property of any other entity; (iv) other than with respect to

deposits, issue any note or debenture or enter into any loan agreement for the

borrowing of funds other than in the ordinary and usual course of business

consistent with past practices; (v) enter into any contract, commitment or

instrument of a type which, if entered into prior to December 31, 1989, would

have had to have been disclosed in the Buckeye Disclosure Letter pursuant to

Sections 4.17, 4.19 and 4.20; (vi) permit any change to be made in the Buckeye

Articles of Incorporation or Regulations or any equivalent organizational

documents of any of the Buckeye subsidiaries; (vii) enter into any new

employment, management, consulting (other than outside consultants for a fee

under $5,000), deferred compensation, severance or other similar contract;

(viii) increase the membership of its Board of Directors; (ix) fail to maintain

its books and records in the

<PAGE>   98

                                                                             63

 

ordinary and usual course of business in accordance with past practices, except

for such changes as are necessary to comply with generally accepted or

regulatory accounting principles, consistently applied; (x) fail to maintain in

full force and effect insurance generally comparable in amount and in scope of

coverage to that now maintained by it; (xi) make any material change to its

accounting methods or practices, other than changes required by generally

accepted or regulatory accounting principles, consistently applied; (xii) offer

interest rates on its deposit accounts or charge interest rates on its loans

which are significantly greater or lesser, respectively, than it presently

charges as compared to rates which are generally available in the market; (xiii)

make any new equity investments; (xiv) sell its interest in or change the

structure of any joint venture in which it has an interest (xv) compromise any

of its outstanding loans to a borrower where the total of all loans to the same

or related borrower is in excess of $500,000; (xvi) take, or omit to take, any

other act, the result of which would make any of its representations and

warranties set forth in Article IV untrue or incorrect if made anew after such

action or omission; or (xvii) agree to do any of the foregoing.

 

         (e) DISTRIBUTION OF PROXY STATEMENT; SHAREHOLDERS' APPROVAL. At

the annual or a special meeting of its shareholders, Buckeye shall submit the

Proxy Statement to its shareholders, and its Board of Directors shall recommend

to the shareholders the approval of this Agreement (including the

 

 

<PAGE>   99

 

                                                                             64

 

 

transactions contemplated hereby). It shall, at such meeting of its

shareholders, present this Agreement for approval by its shareholders. The Board

of Directors of Buckeye shall use its best efforts to obtain all votes and

approvals of its shareholders necessary for the approval and adoption of this

Agreement under the provisions of the ORC and its Articles of Incorporation and

Regulations. Buckeye shall not distribute any information to its shareholders

with respect to the transactions contemplated hereby without prior notice to,

and opportunity to comment upon such information by, NCC.

 

         (f)      COMPLIANCE WITH THE 1933 ACT. Buckeye agrees to deliver to NCC

a letter identifying all persons whom it believes to be, at the time this

Agreement is submitted to a vote of the shareholders of Buckeye, "affiliates" of

it for purposes of Rule 145 under the 1933 Act. Buckeye agrees to use its best

efforts to cause each person whom it identified as an "affiliate" in the letter

referred to above to deliver to NCC prior to the Closing a written agreement

providing that such person will not sell, pledge, transfer or otherwise dispose

of the shares of NCC Common to be received by such person in the Merger, except

in compliance with the applicable provisions of the 1933 Act and the rules and

regulations thereunder.

 

         (g)      CURRENT INFORMATION.  During the period from the date of this

Agreement to the Effective Time, Buckeye shall cause one or more of its

designated representatives to confer on a monthly or more frequent basis with

representatives of NCC regarding its business, operations, prospects, assets and

 

 

<PAGE>   100

 

 

 

                                                                             65

 

 

financial condition and matters relating to the completion of the transactions

contemplated hereby. Buckeye shall furnish to NCC promptly after such documents

are available: (i) all of the unaudited monthly financial reports of it or the

Buckeye Subsidiaries, (ii) unless disclosure is unlawful or otherwise

prohibited, all filings, registration statements or reports filed by it or any

of the Buckeye Subsidiaries with any federal, state or other governmental

agencies having supervisory or regulatory authority over it or any of its

subsidiaries, including, without limitation, the FDIC and the OTS, (iii) all

reports, proxy statements or other communications by it to its shareholders

generally, and (iv) all press releases of it or the Buckeye Subsidiaries.

Buckeye shall furnish to NCC the Consolidated Balance Sheet of Buckeye as at

December 31, 1989 and the related Consolidated Statement of Operations,

Consolidated Statement of Changes in Shareholders' Equity and Consolidated

Statement of Cash Flows for the year then ended, together with the notes

thereto, all as reported upon by Deloitte and Touche, independent public

accountants.

 

         (h)      ESOP. Buckeye shall cause the ESOP to use the cash held by the

ESOP to purchase shares of Buckeye Common within the time period prescribed by

Section 4980(c)(3) of the Code and take all such other actions as may be

necessary to remain in compliance with Section 4980(c)(3) of the Code.

 

 

 

<PAGE>   101

 

 

 

                                                                             66

 

                                   ARTICLE VI

 

                                CLOSING MATTERS

 

         6.01 THE CLOSING. Subject to satisfaction or waiver of all conditions

precedent set forth in Article VII, the closing (the "Closing") shall be held at

the offices of National City Corporation, 1900 East Ninth Street, Cleveland,

Ohio, on a date (the "Closing Date") which is the first business day after the

30th calendar day after the later of:

 

                  (a) the first date on which the Merger may be consummated in

         accordance with the approvals by the FRB, the OTS, the OCC, if such

         approval is deemed necessary, and any other federal or state agency or

         authority, pursuant to any applicable federal or state law, rule or

         regulation; or

 

                  (b) the date the required approval of Buckeye's shareholders

         shall have been obtained.

 

If any condition in Article VII is not satisfied in any material respect (or is

not duly waived) at the Closing, the party whose obligations are subject to such

condition may extend the date of the Closing (during which extension the other

party shall use its best efforts to cause all such conditions to be satisfied in

all material respects). If all conditions are determined to be satisfied in all

material respects (or are duly waived) at the Closing (whether or not delayed),

the Closing shall be consummated by the making of all necessary filings with the

Secretary of State of the State of Delaware under the GCL and the Secretary of

State of the State of Ohio under the ORC.

 

 

 

<PAGE>   102

 

 

 

                                                                             67

 

 

         6.02 DOCUMENTS AND CERTIFICATES. NCC and Buckeye shall use their

respective best efforts, on or prior to the Closing, to execute and deliver all

such instruments, documents or certificates as may be necessary or advisable, on

the advice of counsel, for the consummation at the Closing of the transactions

contemplated by this Agreement or to cause the Effective Time, subject to

consummation at the Closing, to occur as soon as practicable.

 

                                  ARTICLE VII

 

                             CONDITIONS OF CLOSING

 

         7.01 CONDITIONS TO OBLIGATIONS OF NCC AND BUCKEYE. The obligations of

Buckeye and NCC hereunder are subject to the following conditions:

 

                  (a)   SHAREHOLDER APPROVAL.  The required approval of

Buckeye's shareholders shall have been obtained.

 

                  (b)   GOVERNMENTAL APPROVALS. All filings required to be made

and all approvals required to be received in connection with the transactions

contemplated by this Agreement shall have been made and received in such a

manner as to preserve the authority, franchises, regulatory approvals and

insurance (under applicable regulatory insurance funds), under which the

parties and their respective subsidiaries operate, including, without

limitation, the HSR Filings and the approvals of the FRB, the OTS and the OCC,

if such approval is deemed necessary, and each of such approvals shall be in

full force and effect at the Closing Date.

 

 

<PAGE>   103

 

 

                                                                             68

 

                  (c)   REGISTRATION EFFECTIVE. The Registration Statement

shall have become effective and no stop order suspending the effectiveness of

the Registration Statement shall have been issued and no proceedings for that

purpose shall have been initiated or threatened by the SEC, and Buckeye shall

have received a certificate to such effect from the officer of NCC designated

as its agent for service on the cover page of the Registration Statement.

 

                  (d)   LISTING ON NYSE.  The shares of NCC Common to be issued

and exchanged as partial consideration for shares of Buckeye Common pursuant to

this Agreement shall have been listed on the NYSE upon notice of issuance.

 

                  (e)   LITIGATION.  No action, suit, litigation, proceeding or

investigation shall have been formally instituted and be pending, or be

threatened, seeking to enjoin or prohibit the consummation of the Merger. On

the Closing Date, there shall not be in force any injunction, order or decree

restraining or enjoining consummation of the Merger.

 

         7.02 CONDITIONS APPLICABLE TO BUCKEYE. The obligations of Buckeye

under this Agreement to cause the Merger to be consummated are, at its option,

subject to the following conditions, in addition to the conditions contained in

Section 7.01:

 

                  (a)   PERFORMANCE OF THIS AGREEMENT.  All the terms, covenants

and conditions of this Agreement to be complied with and performed by NCC on or

before the Closing

 

 

 

<PAGE>   104

 

 

 

                                                                             69

 

Date shall have been fully complied with and performed in all material respects.

 

                  (b)   ACCURACY OF REPRESENTATIONS AND WARRANTIES. The

representations and warranties of NCC set forth in Article III shall be true and

correct both in all material respects on the date of this Agreement and as of

the Closing Date with the same force and effect as if such representations and

warranties were made anew at and as of the Closing Date, except: (i) to the

extent such representations and warranties are by their express provisions made

as of the date of this Agreement or another specified date; and (ii) for the

effect of any activities or transactions which may have taken place after the

date of this Agreement which are expressly contemplated by this Agreement.

 

                  (c)   NO MATERIAL ADVERSE CHANGE. Since the date of this

Agreement, there shall have been no material adverse change (other than an event

or condition generally applicable to banking institutions) in the financial

condition, results of operations, business or prospects of NCC and the NCC

Subsidiaries, taken as a whole.

 

                  (d)   OFFICERS' CERTIFICATE CONCERNING THIS AGREEMENT. NCC

shall have furnished to Buckeye a certificate dated the Closing Date, signed by

its chief executive officer and chief financial officer, to the effect that, to

the knowledge and belief of each of them, the conditions set forth in Sections

7.02(a) through 7.02(c) have been satisfied.

 

 

 

<PAGE>   105

 

 

                                                                             70

 

                  (e)   OPINION OF COUNSEL. Buckeye shall have received an

opinion of Robert T. Williams, General Counsel of NCC, dated the Closing Date

and reasonably satisfactory in form to Buckeye, as to the matters set forth in

Sections 3.01, 3.02 and 3.03, and an opinion of Jones, Day, Reavis & Pogue,

counsel for NCC, dated the Closing Date and reasonably satisfactory in form to

Buckeye, as to the matters set forth in Section 3.04(b), and to the effect that

upon completion of the filings contemplated by Section 1.02 of this Agreement,

(i) Buckeye will be merged with and into NCC and the separate existence of

Buckeye will cease, and (ii) the outstanding shares of Buckeye Common will be

converted into the right to receive NCC Common and cash upon the basis set

forth in this Agreement. In rendering such opinion such counsel may rely as to

factual matters on a certificate or certificates furnished by officers or

directors of NCC.

 

                  (f)   CHANGE IN MARKET PRICE. At the close of business on the

last trading day immediately preceding the Closing Date, the total consideration

which would be paid if the consideration were based on the average of the

closing price per share of NCC Common on the NYSE for the 10 trading days ending

on the trading day immediately preceding the Closing Date shall equal or exceed

$9.50 per share of Buckeye Common.

 

         7.03     CONDITIONS APPLICABLE TO NCC.  The obligations of NCC under

this Agreement to cause the Merger to be consummated are, at its option, subject

to the following

 

 

 

<PAGE>   106

 

 

                                                                             71

 

conditions, in addition to the conditions contained in Section 7.01:

 

                  (a)   PERFORMANCE OF THIS AGREEMENT.  All the terms, covenants

and conditions of this Agreement to be complied with and performed by Buckeye on

or before the Closing shall have been fully complied with and performed in all

material respects.

 

                  (b)   ACCURACY OF REPRESENTATIONS AND WARRANTIES. The

representations and warranties of Buckeye set forth in Article IV shall be true

and correct both in all material respects on the date of this Agreement and as

of the Closing Date with the same force and effect as if such representations

and warranties were made anew at and as of the Closing Date, except: (i) to the

extent such representations and warranties are by their express provisions made

as of the date of this Agreement or another specified date; and (ii) for the

effect of any activities or transactions which may have taken place after the

date of this Agreement which are expressly contemplated by this Agreement.

 

                  (c)   OFFICERS' CERTIFICATE CONCERNING THIS AGREEMENT. Buckeye

shall have furnished to NCC a certificate dated the Closing Date, signed by its

chief executive officer and its chief financial officer, to the effect that, to

the knowledge and belief of each of them, the conditions set forth in Sections

7.03(a) through 7.03(c) have been satisfied.

 

                  (d)   OPINION OF COUNSEL. NCC shall have received an opinion

of Robert W. Strouse, General Counsel of Buckeye,

 

 

 

<PAGE>   107

 

 

 

                                                                             72

 

 

dated the Closing Date and reasonably satisfactory in form to NCC, as to the

matters set forth in Sections 4.01, 4.02 and 4.03 and an opinion of Vorys,

Sater, Seymour and Pease, counsel for Buckeye, dated the Closing Date and

reasonably satisfactory in form to NCC, as to the matters set forth in Section

4.04, and to the effect that upon completion of the filings contemplated by

Section 1.02 of this Agreement, (i) Buckeye will be merged with and into NCC and

the separate existence of Buckeye will cease, and (ii) the outstanding shares of

Buckeye Common will be converted into the right to receive NCC Common and cash

upon the basis set forth in this Agreement. In rendering such opinion such

counsel may rely as to factual matters on a certificate or certificates

furnished by officers or directors of Buckeye.

 

                  (e)   RELEASE. NCC shall have received evidence reasonably

satisfactory to it that Buckeye and the Buckeye Subsidiaries have obtained a

full release without paying or undertaking to pay therefor an amount in excess

of $25,000, from any liability or obligation to provide funds after the date

hereof for the purpose disclosed in Section 4.25(f) of the Buckeye Disclosure

Letter.

 

                                  ARTICLE VIII

 

                                  TERMINATION

 

         8.01 TERMINATION.

 

                  (a)   BY MUTUAL CONSENT.  This Agreement may be terminated and

the Merger abandoned pursuant to the mutual

 

 

 

<PAGE>   108

 

 

                                                                             73

 

consent of the Boards of Directors of NCC and Buckeye at any time prior to the

Closing Date for any reason.

 

                  (b)   BY NCC OR BUCKEYE. This Agreement may be terminated by

written notice from NCC to Buckeye (authorized by the Board of Directors of

NCC), or by written notice from Buckeye to NCC (authorized by the Board of

Directors of Buckeye) (i) in the event of a material breach by the other of any

representation, warranty or agreement contained in this Agreement which is not

cured within 60 days after written notice of such breach is given to the party

committing such breach, or (ii) if the Closing Date does not occur on or before

December 31, 1990.

 

                  (c)   BY NCC. This Agreement may be terminated by written

notice from NCC to Buckeye (authorized by the Board of Directors of NCC) (i) if

any regulatory approvals or consents are granted subject to conditions or

restrictions which in the reasonable and good faith judgment of NCC (A) would

have a material adverse effect on the financial condition, results of

operations, business or prospects of Buckeye and the Buckeye Subsidiaries taken

as a whole, or NCC (including any requirements that NCC raise additional capital

to consummate the transactions contemplated by this Agreement), or (B) would

materially impair the value to NCC of Buckeye and the Buckeye Subsidiaries,

taken as a whole, except that the following conditions or restrictions which may

be contained in the approvals or consents in connection with the Merger shall

not be considered to impair materially the value of Buckeye and the Buckeye

Subsidiaries, taken as a whole, to NCC: (1) a

 

 

 

<PAGE>   109

 

 

 

                                                                             74

 

requirement that at the Effective Time, or at such later time as may be

specified in such approval or consent, NCC shall cause sufficient cash to be

infused into Buckeye or the Buckeye Subsidiaries; provided that the total

additional capital that NCC is directly or indirectly required to infuse shall

not exceed an amount equal to the lesser of (x) the minimum capital requirements

as currently announced by the OTS or (y) $43,500,000, increased by any amount

which is required solely as a result of actions taken by Buckeye or the Buckeye

Subsidiaries at the request of NCC; and (2) a requirement that NCC enter into a

Capital Maintenance Dividend Agreement with the OTS which would include

provisions similar to those included in the OTS model form of agreement; or (ii)

if there occurs a change in law or regulation or official interpretation of law,

regulation, or accounting treatment which in the reasonable and good faith

judgment of NCC (A) would have a material adverse effect on the financial

condition, results of operations, business or prospects of Buckeye and the

Buckeye Subsidiaries, taken as a whole, or NCC or (B) would materially impair

the value to NCC of Buckeye and Buckeye Subsidiaries, taken as a whole.

 

                  (d)      BY BUCKEYE. This Agreement may be terminated by

written notice from Buckeye to NCC (authorized by the Board of Directors of

Buckeye) (i) if all the conditions to Closing set forth in Sections 7.01 and

7.03 of this Agreement have been met (or have been tendered as would be required

to be delivered at the actual Closing) or waived by the appropriate party, and

the condition set forth in Section 7.02(f) has not

 

 

 

<PAGE>   110

 

 

                                                                             75

 

been met or waived by Buckeye; or (ii) if within 10 days after Buckeye receives

a bona fide offer to purchase 100 percent of the outstanding shares of Buckeye

Common, or notice of commencement of a tender or exchange offer for more than 20

percent of the outstanding shares of Buckeye Common, in either case, at a price

greater than $10.63 per share, the Board of Directors of Buckeye determines that

its fiduciary duty requires it to consider such bona fide offer and terminate

the Agreement and Buckeye pays NCC a $1,400,000 fee.

 

                  (e)   PROCEDURE UPON TERMINATION.  In the event of the

termination of this Agreement, the Board or Boards of Directors so terminating

may direct its or their officers not to file the certificate of merger in the

office of the Secretary of State of the State of Delaware and an executed

counterpart of this Agreement, or a conformed copy hereof, together with duly

executed certificates of adoption, in the office of the Secretary of State of

Ohio, notwithstanding favorable action by the shareholders of Buckeye. In the

event this Agreement is terminated, the agreements of the parties contained in

Sections 5.01(b), 8.02 and 8.03 shall survive such termination.

 

         8.02     EXPENSES. Each party shall pay all of its own fees and

expenses incurred in connection with the Merger; PROVIDED, HOWEVER, that in the

event Buckeye receives a bona fide offer to purchase 100 percent of the

outstanding shares of Buckeye Common, or a tender or exchange offer for more

than 20 percent of the outstanding shares of Buckeye Common is

 

 

 

<PAGE>   111

 

 

 

                                                                             76

 

commenced, in either case, at a price greater than $10.63 per share, and Buckeye

terminates this agreement for any reason other than as set forth in Section

8.01(a), 8.01(b)(i), 8.01(c) or 8.01(d) or by reason of the parties' failure to

obtain all necessary approvals of governmental agencies of the transactions

contemplated by this Agreement, Buckeye shall pay NCC a $1,400,000 fee.

 

         8.03     EFFECT OF TERMINATION. Notwithstanding anything to the

contrary contained in this Agreement, except for the payment of the fee provided

for in Section 8.01(d)(ii) or 8.02 of this Agreement, no party hereto, or any of

its directors or officers, shall have any liability or further obligation to the

other party to this Agreement in the event of the termination of this Agreement,

except in the event of any such termination arising out of the intentional or

willful breach by the other party of this Agreement; PROVIDED, HOWEVER, that

termination of this Agreement under Section 8.01(d)(ii) shall not be deemed to

be, or give rise to, an intentional or willful breach.

 

                                   ARTICLE IX

 

                                 MISCELLANEOUS

 

         9.01     NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the

representations and warranties in Articles III and IV shall survive the

Effective Time.

 

         9.02     NOTICES.  All notices and other communications by NCC or

Buckeye hereunder shall be in writing to the other

 

 

 

<PAGE>   112

 

 

                                                                             77

 

party and shall be deemed to have been duly given when delivered in person or

posted by United States registered or certified mail, with postage prepaid,

addressed as follows:

 

                  (a)   If to NCC:

 

                             National City Corporation

                             1900 East Ninth Street, 34th Floor

                             Cleveland, Ohio  44114-3484

                             Attention:     Jeffrey M. Biggar,

                                            Director of Corporate Planning

 

                        Copy to:

 

                             National City Corporation

                             1900 East Ninth Street, 17th Floor

                             Cleveland, Ohio  44114-3484

                             Attention:     Robert T. Williams, Esq.,

                                            General Counsel

 

                        And to:

 

                             Jones, Day, Reavis & Pogue

                             North Point

                             901 Lakeside Avenue

                             Cleveland, Ohio  44114

                             Attention:     Dennis W. LaBarre, Esq.

 

                  (b)   If to Buckeye:

 

                             Buckeye Financial Corporation

                             36 East Gay Street

                             Columbus, Ohio  43215

                             Attention:     Michael J. McMennamin,

                                            Chief Executive Officer

 

                        Copy to:

 

                             Vorys, Sater, Seymour and Pease

                             52 East Gay Street

                             P.O. Box 1008

                             Columbus, Ohio  43216-1008

                             Attention:     Philip C. Johnston, Esq.

 

or to such other address or addresses as NCC or Buckeye may from time to time

designate with respect to itself by notice as provided herein, except that

notices of a change of address shall be effective only upon receipt.

 

 

 

<PAGE>   113

 

 

                                                                             78

 

         9.03     ASSIGNMENT. No party shall assign or delegate this Agreement

or any rights, interests or obligations hereunder without the prior written

consent of the other party, except that NCC may assign, in its sole discretion,

any or all of its rights and interests to any of its direct or indirect

wholly-owned subsidiaries. Subject to the preceding sentence, this Agreement

will be binding upon, inure to the benefit of and be enforceable by the parties

and their respective successors and assigns.

 

         9.04     WAIVER. Any party hereto may, by written notice to the other

parties hereto, (a) extend the time for the performance of any of the

obligations or other actions of the other parties under this Agreement; (b)

waive any inaccuracies in the representations or warranties of the other parties

contained in this Agreement or in any document delivered pursuant to this

Agreement; (c) waive compliance with any of the conditions or covenants of the

other parties contained in this Agreement; or (d) waive or modify performance of

any of the obligations of the other parties under this Agreement. Except as

provided in the preceding sentence, no action taken pursuant to this Agreement,

including, without limitation, any investigation by or on behalf of any party,

shall be deemed to constitute a waiver by the party taking such action of

compliance with any of the representations, warranties, covenants, conditions or

agreements contained in this Agreement. The waiver by any party hereto of a

breach of any provision of this Agreement shall not operate or be construed as a

waiver of any subsequent breach.

 

 

 

<PAGE>   114

 

 

                                                                             79

 

         9.05     ENTIRE AGREEMENT. Except as set forth in contemporaneous

written instruments signed by the parties hereto, this Agreement, together with

the NCC Disclosure Letter, the Buckeye Disclosure Letter and the exhibits to

this Agreement which are hereby incorporated into this Agreement by reference,

supersedes any other agreement, whether written or oral, that may have been made

or entered into by NCC and Buckeye (or by any officer or officers of such

parties) relating to the matters contemplated hereby, and constitutes the entire

agreement by the parties.

 

         9.06     AMENDMENTS, SUPPLEMENTS, ETC. (a) Subject to the provisions of

the GCL and the ORC, at any time before or after the approval of the Agreement

by the shareholders of Buckeye, this Agreement may be amended or supplemented by

additional agreements, articles or certificates, as may be determined by the

parties to be necessary, appropriate or desirable to further the purposes of

this Agreement, to clarify the intention of the parties, or to add to or to

modify the covenants, terms or conditions hereof or thereof. The parties hereto

shall make such technical changes to this Agreement, not inconsistent with the

purpose hereof as may be required to effect or facilitate any governmental

approval or acceptance of the Merger or of this Agreement, or to effect or

facilitate any filing or recording required for the consummation of any of the

transactions contemplated hereby. This Agreement may not be amended except by an

instrument in writing signed by each of the parties.

 

 

 

<PAGE>   115

 

 

                                                                             80

 

                  (b)   In the event that any governmental agency requests or

requires that the transactions contemplated herein be modified in any respect as

a condition of providing a necessary regulatory approval or favorable ruling,

Buckeye and NCC shall cooperate in, and take all reasonable steps necessary for,

such restructuring, provided that such restructuring is not materially adverse

to either Buckeye or to NCC.

 

         9.07     DELEGATION. To the extent permitted by law and the

organizational documents of the respective parties hereto, the powers of the

Board of Directors of any party under and with respect to this Agreement may be

delegated by such Board of Directors to the Executive Committee of such Board or

by such Board (or by the Executive Committee to the extent any matter has been

delegated to such Committee by the Board) to any officer or officers of such

party, and any notices, consents or other actions referred to in this Agreement

to be given or taken by any party may be given or taken on its behalf by any

officer so authorized, and the other parties hereto may rely thereon.

 

         9.08     LIMITATIONS ON RIGHTS OF THE PARTIES.  Except for the

provisions of Section 5.02(e) of this Agreement, nothing expressed or implied in

this Agreement is intended or shall be construed to confer upon or give any

person, firm or corporation other than the parties, their permitted successors

or assigns, and their respective shareholders any rights or remedies under or by

reason of this Agreement or any transaction contemplated hereby.

 

 

 

<PAGE>   116

 

 

 

                                                                             81

 

         9.09     CAPTIONS; COUNTERPARTS.  The captions in this Agreement are

for convenience only and shall not be considered a part of or affect the

construction or interpretation of any provision of this Agreement. This

Agreement may be executed in two or more counterparts, each of which shall be an

original, but all of which together shall constitute one and the same

instrument.

 

         9.10     GOVERNING LAW.   This Agreement shall be governed by and

construed and interpreted in accordance with the laws of the State of Ohio.

 

         IN WITNESS WHEREOF, NCC and Buckeye have caused this Agreement to be

duly executed and attested as of the date first above written.

 

BUCKEYE FINANCIAL CORPORATION                 NATIONAL CITY CORPORATION

 

By /s/ Michael J. McMennamin           By /s/ Gregory L. Tunis

   -----------------------------------    -------------------------------------

  Name:                                   Name: Gregory L. Tunis

  Title: Chairman                                Title: Senior Vice President

 

Attest:                                 Attest:

 

 

 

/s/ Robert W. Strouse                     /s/ Robert T. Williams

  -------------------------------            ----------------------------------

 Name:                               Name: Robert T. Williams

 

 Title: Secretary                          Title: Senior Vice President and

                                                   Secretary

 

 

 

<PAGE>   117

 

 

 

                                                                             82

 

 

                              INDEX TO DEFINITIONS

                              --------------------

 

 

                                                                Location of

Abbreviations                                                   Definitions

-------------                                                   -----------

 

1933 Act                                                        Section  3.08

 

1934 Act                                                        Section  3.08

 

Acquisition Transactions                                        Section  5.03(c)

 

Affiliated Organizations                                        Section  4.18

 

Agreement                                                       Recital

 

BHCA                                                            Recital

 

Benefit Plans                                                   Section  4.18

 

Buckeye                                                         Recital

 

Buckeye Common                                                  Section  2.03(a)

 

Buckeye Disclosure Letter                                       Section  4.01(b)

 

Buckeye Financial Statements                                    Section  4.05

 

Buckeye Reports                                                 Section  4.10

 

Buckeye Subsidiaries                                            Section  4.01(b)

 

Buckeye Subsidiary                                              Section  4.01(b)

 

Buckeye Unaudited Year-End

 Financial Statements                                           Section  4.05(b)

 

COBRA                                                           Section  4.18

 

Closing                                                         Section  6.01

 

Closing Date                                                    Section  6.01

 

Code                                                            Section  4.18

 

Constituent Corporations                                        Section  1.01

 

Disclosed Loans                                                 Section  4.19(b)

 

 

 

<PAGE>   118

 

 

 

                                                                             83

 

Dissenting Shares                                                Section 2.03(a)

 

Effective Time                                                   Section 1.02

 

ESOP                                                             Section 4.18

 

Environmental Laws                                               Section 4.22(b)

 

ERISA                                                            Section 4.18

 

Exchange Agent                                                   Section 2.04

 

FDIC                                                             Section 4.01(c)

 

FRB                                                              Section 3.03

 

GCL                                                              Section 1.01

 

HOLA                                                             Recital

 

HSR Filings                                                      Section 3.03

 

Hazardous Material                                               Section 4.22(a)

 

IRS                                                              Section 4.09

 

Merger                                                           Section 1.01

 

NCC                                                              Recital

 

NCC Common                                                       Section 2.02

 

NCC Disclosure Letter                                            Section 3.01(b)

 

NCC Financial Statements                                         Section 3.05

 

NCC Preferred                                                    Section 3.04(a)

 

NCC Reports                                                      Section 3.08

 

NCC Subsidiaries                                                 Section 3.01(b)

 

NCC Subsidiary                                                   Section 3.01(b)

 

NYSE                                                             Section 2.05

 

OCC                                                              Section 3.03

 

ORC                                                              Section 1.01

 

OTS                                                              Section 3.03

 

Pension Plans                                                    Section 4.18

 

 

 

<PAGE>   119

 

 

                                                                             84

 

Person                                                           Section 4.22(a)

 

Property                                                         Section 4.22(a)

 

Proxy Statement                                                  Section 5.01(c)

 

Registration Statement                                           Section 5.01(c)

 

SAIF                                                             Section 4.01(c)

 

SEC                                                              Section 3.08

 

Securities Laws                                                  Section 3.08

 

Surviving Corporation                                            Section 1.01

 

Thrift                                                           Section 4.01(c)

 

Welfare Plans                                                    Section 4.18

 

 

 

 

 

 

<PAGE>   120

 

 

                             AMENDMENT TO AGREEMENT

                               AND PLAN OF MERGER

                               ------------------

 

 

         THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated as of October 23,

1990 (the "Amendment"), by and between National City Corporation, a Delaware

corporation and registered bankholding company ("NCC"), and Buckeye Financial

Corporation, an Ohio corporation and registered savings and loan holding

company ("Buckeye");

 

 

                              W I T N E S S E T H

                              - - - - - - - - - -

 

         WHEREAS, NCC and Buckeye have entered into an Agreement and Plan of

Merger dated as of March 1, 1990 (the "Agreement"); and

 

         WHEREAS, NCC and Buckeye desire to amend the Agreement pursuant to

Section 9.06 of the Agreement;

 

         NOW, THEREFORE, in consideration of the mutual agreement hereinafter

contained, NCC and Buckeye agree as follows:

 

         1.       Section 8.01(b) (ii) of the Agreement is hereby amended by

deleting the phrase "December 31, 1990" and inserting therefor the phrase

"February 28, 1991."

 

         IN WITNESS WHEREOF, the parties hereto have hereunto caused this

Amendment to be duly executed and attested thereto as of the date first above

written.

 

BUCKEYE FINANCIAL CORPORATION            NATIONAL CITY CORPORATION

 

By /s/ Michael H. Thomas                 By /s/ David A. Daberko

   ----------------------------------       -----------------------------------

Name:    Michael H. Thomas               Name:    David A. Daberko

Title:   Chairman                        Title:   Deputy Chairman

 

 

Attest: /s/ Robert W. Strouse            Attest: /s/ Robert T. Williams

      -------------------------------          --------------------------------

Name:    Robert W. Strouse               Name:    Robert T. Williams

Title:   Secretary                       Title:   General Counsel & Secretary

 

 

 

<PAGE>   121

 

 

                                 CERTIFICATE OF

                           THE CHAIRMAN OF THE BOARD

                                AND SECRETARY OF

                         BUCKEYE FINANCIAL CORPORATION

                         -----------------------------

 

 

         The undersigned, Michael H. Thomas, Chairman of the Board, and Robert

W. Strouse, Secretary, of Buckeye Financial Corporation, an Ohio corporation

("Buckeye"), do hereby certify that:

 

         1.       The Agreement and Plan of Merger dated as of March 1, 1990 and

amended on October 23, 1990 (the "Agreement and Plan of Merger"), by and between

Buckeye and National City Corporation, a Delaware corporation, to which this

certificate is attached, was duly approved by the Board of Directors of Buckeye

in accordance with Section 1701.79(D) of the Ohio Revised Code at a meeting duly

called and held on February 19, 1990, at which a quorum was present and acting

throughout.

 

         2.       The Agreement and Plan of Merger was submitted to and adopted

by the vote of the holders of two-thirds of the outstanding voting shares of

Buckeye in accordance with Section 1701.79(D) of the Ohio Revised Code at its

annual meeting duly called and held on December 5, 1990, at which a quorum was

present and acting throughout.

 

         IN WITNESS WHEREOF, Michael H. Thomas, Chairman of the Board, and

Robert W. Strouse, Secretary, of Buckeye, acting for and on behalf of Buckeye,

have hereunto subscribed their names this 24th day of January, 1991.

 

 

                                    /s/ Michael H. Thomas

                                    ----------------------------------

                                    Michael H. Thomas,

                                    Chairman of the Board

 

 

                                    /s/ Robert W. Strouse

                                    ----------------------------------

                                    Robert W. Strouse,

                                    Secretary

 

<PAGE>   122

 

 

 

 

 

                                CERTIFICATE OF

                            CHAIRMAN OF THE BOARD

                               AND SECRETARY OF

                          NATIONAL CITY CORPORATION

                          -------------------------

 

 

        The undersigned, Edward B. Brandon, Chairman of the Board, and Robert

T. Williams, Secretary, of National City Corporation, a Delaware corporation,

("NCC"), do hereby certify as follows:

 

        1.      The Agreement and Plan of Merger dated as of March 1, 1990 and

amended on October 23, 1990, (the "Agreement and Plan of Merger"), by and

between NCC and Buckeye Financial Corporation,an Ohio corporation, to which

this Certificate is attached, was adopted and approved by the Board of

Directors of NCC in accordance with Sections 252(c) and 251(f) of the General

Corporation Law of the State of Delaware at a meeting duly called and held on

April 23, 1990, at which a quorum was present and acting throughout.

 

        2.      The Agreement and Plan of Merger was adopted and approved by

the Board of Directors of NCC pursuant to Sections 252(c) and 251(f) of the

General Corporation Law of the State of Delaware; the Agreement and Plan of

Merger was not required to be and was not submitted to the stockholders of NCC.

As of the date of this Certificate, the outstanding shares of NCC were such as

to render applicable subsection 251(f) of the General Corporation Law of the

State of Delaware.

 

<PAGE>   123

 

                                                                               2

 

         IN WITNESS WHEREOF, Edward B. Brandon, Chairman of the Board, and

Robert T. Williams, Secretary, of NCC, acting for and on behalf of NCC, have

hereunto subscribed their names this 24th day of January, 1991.

 

 

 

 

 

 

 

 

 

                                            /s/ Edward B. Brandon

                                            -------------------------------

                                            Edward B. Brandon,

                                            Chairman of the Board

 

 

                                            /s/ Robert T. Williams

                                            -------------------------------

                                            Robert T. Williams,

                                            Secretary

 

 

 

 

 

 

 

5257m

 

 

 

 

<PAGE>   124

 

 

 

                                                                         PAGE  1

 

                               State of DeLaware

 

                        Office of the Secretary of State

 

                        ---------------------------------

 

 

 

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

DESIGNATION OF "NATIONAL CITY CORPORATION", FILED IN THIS OFFICE ON THE