National City Corporation

Dividend Reinvestment Plan

Return To National City Corporation Corporate Listing

YOU MUST BE A REGISTERED SHAREHOLDER TO PARTICIPATE

As filed with the Securities and Exchange Commission on February 4, 1997

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE
AMENDMENT NO. 2
TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NATIONAL CITY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

34-1111088
(I.R.S. Employer Identification No.)

National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3484
(216) 575-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

David L. Zoeller, Esq.
Senior Vice President, General Counsel and Secretary
National City Corporation
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3484
(216) 575-2978
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)

Approximate date of commencement
of proposed sale of securities to the public

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______

If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 33-44209

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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Proposed Proposed
Amount Maximum Maximum Amount Of
Title of Shares To Be Aggregate Price Aggregate Registration
To Be Registered Registered Per Unit Offering Price Fee
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PROSPECTUS

(National City Corporation Logo)

AMENDED AND RESTATED DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
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This Prospectus relates to 6,000,000 shares of Common Stock, par value
$4.00 per share (the "Shares"), of National City Corporation ("National City")
registered for sale under the Plan referred to above, approximately 2,675,000
of which have been purchased by participants prior to the date hereof. All of
the outstanding shares of National City's Common Stock, as well as the shares
of Common Stock offered hereby, are listed on the New York Stock Exchange.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SHARES OFFERED HEREBY ARE NOT THE OBLIGATION OF OR GUARANTEED OR
ENDORSED BY ANY BANK. THEY DO NOT CONSTITUTE A BANK DEPOSIT. THEY ARE NOT
FEDERALLY INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY.
INVESTMENT IN SHARES, AS WITH ANY INVESTMENT IN COMMON STOCK, MAY INVOLVE SOME
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NATIONAL
CITY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FINANCIAL CONDITION AND AFFAIRS OF NATIONAL CITY
SINCE THE DATE OF THIS PROSPECTUS.
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The date of this Prospectus is February 4, 1997.

AVAILABLE INFORMATION

National City is subject to the information reporting requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and,
accordingly, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected or copied at the public
reference facilities of the Commission located at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; at the Commission's Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and at its New York Regional Office, R.R.
Donnelly Building, 75 Park Place, 14th Floor, New York, New York 10007. Copies
of such materials may also be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. The Common Stock is listed on the New York Stock Exchange (the
"NYSE"). In addition, reports, proxy statements and other information
concerning National City may be inspected at the offices of the NYSE, Inc., 20
Broad Street, New York, New York 10005.

This Prospectus does not contain all of the information set forth in the
registration statements and the exhibits relating thereto previously filed by
National City under the Securities Act of 1933, as amended (the "Act"), with
the Commission. Reference is made to such registration statements and the
exhibits thereto which may be inspected without charge at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies
thereof may be obtained from the Commission at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

National City hereby incorporates in this Prospectus by reference
National City's Annual Report on Form 10-K for the year ended December 31,
1996. All documents filed by National City with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in this Prospectus or in a document all or
a portion of which is incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

National City will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents incorporated herein by reference (other
than exhibits, unless such exhibits are specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
National City Corporation, National City Center, 1900 East Ninth Street,
Cleveland, Ohio 44114-3484 Attention: Julie I. Sabroff, Director of Investor
Relations. Telephone requests may be directed to 216/575-2467.

Unless otherwise indicated, currency amounts in this Prospectus are
stated in United States dollars ("$" "dollars", "U.S. dollars" or "U.S.$").

NATIONAL CITY

National City is a multibank holding company under the Bank Holding
Company Act of 1956, as amended. National City owns substantially all of the
outstanding capital stock of 11 commercial banks, having a total of 885
banking offices in Ohio, Kentucky, Indiana, and Pennsylvania. At December 31,
1996, National City had consolidated total assets of $51 billion and total
stockholders' equity of $4.4 billion. Based on consolidated total assets at
December 31, 1996, National City was approximately the 18th largest commercial
banking organization in the United States.

National City subsidiaries provide financial services that meet a wide
range of customer needs, including commercial and retail banking, trust and
investment services, item processing, mortgage servicing, and credit card
processing.

National City is a legal entity separate and distinct from its subsidiary
banks and other subsidiaries. There are legal limitations on the extent to
which National City's subsidiary banks can lend or otherwise supply funds to
National City or certain of its affiliates. Federal law limits the ability of
National City to borrow from its subsidiary banks unless the loans are secured
by specified collateral and, with respect to National City and any non-bank
affiliate, such loans and extensions of credit by any subsidiary bank are
generally limited to 10% of the subsidiary bank's capital and surplus and,
with respect to National City and all of its non-bank affiliates, to an
aggregate of 20% of the subsidiary bank's capital and surplus. In addition,
payment of dividends to National City by subsidiary banks is subject to
various federal regulatory limitations. Under federal law, a national bank
must obtain the approval of the Comptroller of the Currency if the total of
all dividends declared by a national bank in any calendar year exceeds the
bank's net profits (as defined) for that year combined with its retained net
profits for the preceding two calendar years. Under applicable rules, the
subsidiary banks could have declared up to $881 million of aggregate dividends
at September 30, 1996 without prior regulatory approval. The Comptroller of
the Currency also has statutory authority to prohibit a national bank from
engaging in what the Comptroller determines to be an unsafe or unsound
practice in conducting its business. The ability of a subsidiary bank to pay
dividends could be affected by its financial condition, including the
maintenance of adequate capital for such bank and other factors.

The Financial Institution, Reform, Recovery, and Enforcement Act of 1989
contains a "cross-guarantee" provision which could result in insured
Depositary institutions owned by National City being assessed for losses
incurred by the Federal Deposit Insurance Corporation in connection with
assistance provided to, or the failure of, any other insured Depositary
institution owned by National City. Under Federal Reserve Board policy,
National City is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support such subsidiary bank in
circumstances where it might not be in a financial position to do so.

National City is a Delaware corporation, with its executive offices
located at National City Center, 1900 East Ninth Street, Cleveland, Ohio
44114-3484 (telephone 216/575-2000).

DESCRIPTION OF THE PLAN

The following is a statement in question and answer form of the
provisions of National City's Amended and Restated Dividend Reinvestment and
Stock Purchase Plan.

Purpose

1. What is the purpose of the Plan?

The purpose of the Plan is to (i) to allow existing holders of record of
the National City's Common Stock, par value $4.00 per share (the "Shares"), an
economical way to purchase Shares, (ii) provide Plan participants with a
convenient and simple method of investing their cash dividends and (iii)
provide new investors with a convenient means to make an initial investment in
Shares. The Plan is for the benefit of long-term investors and not for
individuals who may engage in transactional short-term profit activities or
engage in excessive joining and terminations, including without limitation,
transactional activities or excessive joining and terminations which cause
aberrations in the composite trading volume of the Shares.

When newly issued Shares are purchased from National City, National City
will receive new equity capital funds available for general corporate
purposes. As used herein, the term "newly issued Shares" includes Shares held
in treasury.

Benefits

2. What are the benefits of the Plan?

You ("participants" or "you"):

- May have all or a portion of the cash dividends on your Shares
automatically reinvested in newly issued Shares if available or, if
National City is not then making newly issued Shares available for the
account of participants, in Shares purchased in the open market, at a
discount of 3% from the Average Market Price (as defined in Question
12) of the Shares or, in the case of Shares purchased in the open
market, at a discount of 3% from the weighted average purchase price of
the Shares. Each participant's dividend reinvestment is subject to a
maximum per dividend payment amount of $25,000. Participants wishing to
reinvest dividends in excess of the maximum per dividend payment amount
may do so only by first obtaining the specific approval of National
City. Requests for such approval should be directed to National City at
(216) 575-2467. It is totally within National City's discretion as to
whether any such approval will be granted. If a participant has
deposited Shares with the Plan Administrator (as defined in Question
5), all cash dividends on such deposited Shares will be automatically
reinvested in the same manner. The amount of the discount is subject to
change (see Question 11).

- May make optional cash payments with the Plan Administrator on a
monthly basis within specified limits (as described in Question 14) for
investment in additional Shares also at a 3% discount. The amount of
the discount is subject to change (see Question 11).

- May make an initial cash investment with the Plan Administrator within
specified limits (as described in Question 6) for the acquisition of
Shares also at a 3% discount only if National City is not making newly
issued Shares available for the account of participants. The amount of
the discount is subject to change (see Question 11).

- Will obtain full investment use of funds because the Plan provides for
fractions of Shares to be credited to participants' accounts.

- Will avoid cumbersome safekeeping and record keeping costs through the
free custodial and reporting services furnished pursuant to the Plan.

Participation

3. Who is eligible to participate?

- Persons who are holders of Shares and the Shares are registered in
their name.

- Persons who are owners of Shares which are registered in a name other
than their own (e.g. in the name of a broker or bank nominee) may (i)
make appropriate arrangements with your broker, bank or other entity
acting in a representative capacity to participate on your behalf, (ii)
become a stockholder of record by having all or a portion of your
Shares transferred to your name, or (iii) if National City is not
making newly issued Shares available for the account of participants,
make an initial cash investment as described above.

- Persons who do not presently own Shares may become participants only if
National City is not making newly issued Shares available for the
account of participants by making an initial cash investment of at
least $250 but not more than $10,000 to purchase Shares under the Plan.

You or, if appropriate, your broker, bank or other entity acting in a
representative capacity, must supply the Plan Administrator with your valid
social security number or taxpayer identification number in order to be
eligible to participate (See Question 5).

You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for National City to permit your
participation.

4. May holders of other securities of National City participate in the Plan?

National City may, from time to time, in its sole discretion, permit
holders of certain other securities issued by National City to participate in
the Plan on such terms and conditions as National City may establish for such
purposes. To the extent National City permits such participation by such other
holders, wherever in this Prospectus the provisions of the Plan refer to
holders of Common Stock of National City or Shares, such references shall be
deemed to include holders of such other securities as the context requires.

5. How does an eligible holder participate?

An eligible holder of Shares or a broker, bank or other entity which is
an eligible holder acting on behalf of a beneficial owner of Shares may enroll
in the Plan by completing (including your social security number or taxpayer
identification number), signing and returning either an Authorization Card or
a Broker and Nominee Form ("B/N Form") to National City Bank, Cleveland, the
Plan Administrator (See Questions 7 and 13). An Authorization Card and a
postage-paid return envelope are enclosed with this Prospectus for this
purpose. Additional

cards, copies of this Prospectus and copies of the B/N Form may be obtained at
any time by contacting:

National City Bank
Corporate Trust Department
Dividend Reinvestment Plan
P.O. Box 92301
Cleveland, Ohio 44193-0900

or by telephoning the Plan Administrator toll free at 1-800-622-6757 between
8:00 A.M. and 5:00 P.M. Eastern time.

6. When may an eligible holder join the Plan?

An eligible holder may join the Plan at any time.

An Authorization Card specifying reinvestment of dividends must be
received by the Plan Administrator at least two business days prior to the
record date established for a particular dividend in order for reinvestment to
commence with that dividend. As used herein, the term "business day" shall
mean any day other than a Saturday, Sunday or, in the City of Cleveland, a
legal holiday or a day on which the Plan Administrator is authorized or
obligated by law to close.

Dividend record dates for Shares and the related payment dates are
generally on or about the following dates:

Record Date Payment Date
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January 11.............................. February 1
April 11................................ May 1
July 11................................. August 1
October 11.............................. November 1

Dividend payment dates are referred to herein as "Investment Dates"
except that if any such date falls on a date when the NYSE is closed, the
first day immediately following such date on which the NYSE is open shall be
the Investment Date. Please refer to Question 15 below for a discussion of the
Investment Dates for optional cash payments.

National City intends to continue its present policy of paying quarterly
cash dividends to holders of Shares. Future dividends will, however, be
determined by the Board of Directors in its sole discretion in light of the
earnings and financial condition of National City and its subsidiaries and
other factors, including applicable government regulations.

If the Authorization Card is received after the date which is two
business days prior to a record date, the reinvestment of dividends will not
begin until the dividend payment date following the next record date (See
Questions 13-16 for information concerning the investment of optional cash
payments).

7. What does the Authorization Card provide?

The Authorization Card provides for the purchase of Shares through the
following investment options:

(a) FULL DIVIDEND REINVESTMENT directs the investment in accordance
with the Plan of all of your cash dividends on all of the Shares then or
subsequently registered in your name, and also permits you to make
optional cash payments for the purchase of additional Shares in
accordance with the Plan;

(b) PARTIAL DIVIDEND REINVESTMENT directs the investment in
accordance with the Plan of the cash dividends on only that number of
Shares registered in your name which are designated in the appropriate
space on the Authorization Card, and also permits you to make optional
cash payments for the purchase of additional Shares in accordance with
the Plan;

(c) CASH PAYMENTS permits you to make cash payments only for the
initial investment or for the purchase of Shares in accordance with the
Plan without reinvesting dividends on any other Shares you may own (See
Questions 3 and 13).

You may select any one of the above investment options. In all cases the
cash dividends on all of the Shares held in your account under the Plan will
be reinvested in accordance with the Plan, including dividends on Shares
purchased with an initial cash investment or optional cash payments.

8. How may a participant change options under the Plan?

As a participant, you may change your investment option at any time by
completing a new Authorization Card and returning it to the Plan Administrator
at National City Bank, Corporate Trust Department, Dividend Reinvestment Plan,
P.O. Box 92301, Cleveland, Ohio 44193-0900.

Purchases Under the Plan

9. How are Shares acquired under the Plan?

National City Bank, Cleveland, as Plan Administrator, will use dividends
and optional cash payments to acquire newly issued Shares if available for the
account of participants. If National City is not then making newly issued
Shares available for purchase under the Plan, then the agent for participants
(the "Agent") appointed by National City will purchase Shares in the open
market. The Agent for participants will be an "agent independent of the
issuer" as that term is defined in Rules 10b-6 and 10b-18 under the Exchange
Act. Such purchases may be made on any securities exchange where the Shares
are traded, in the over-the-counter market or in negotiated transactions.

The Plan Administrator or the Agent, as the case may be, will acquire
Shares as of the relevant Investment Date (as defined in Questions 6 and 15).

National City reserves the right, in its sole discretion, to cease making
newly issued Shares available for purchases under the Plan and to resume
making newly issued Shares available at any time so long as National City does
not change the method of the Plan's acquisition of Shares more often than once
a quarter.

In the event that the number of Shares purchased for the account of any
participant in the Plan is not an even number of Shares, the participant's
account will be credited with the full number of Shares plus fractional Shares
computed to three decimal places.

NO INTEREST WILL BE PAID ON DIVIDENDS OR OPTIONAL CASH PAYMENTS PENDING
REINVESTMENT OR INVESTMENT.

10. At what price will Shares be purchased under the Plan?

The price to the participant of Shares purchased with reinvested
dividends or optional cash payments from authorized but unissued or treasury
shares will be 97% of the Average Market Price. In the case of Shares
purchased on the open market under the Plan, the purchase price to the
participant will be 97% of the weighted average purchase price(s) of Shares
purchased for the Plan in respect of the related Investment Date.
Notwithstanding the foregoing, purchases with optional cash payments are
subject to a minimum price threshold (See Question 14).

11. Will the price at which Shares are purchased under the Plan change?

The Chairman of the Board of National City may from time to time and at
his sole discretion change the percentage of the Average Market Price or the
percentage of the weighted average purchase price(s), whichever is applicable,
that is used to determine the price to the participant of Shares purchased
with reinvested dividends, initial cash investments or optional cash payments.

Each form of purchase, (i) reinvested dividends, (ii) optional cash
purchases or (iii) initial cash investments may have their own separate
percentage used for determining the price to the participant for the Shares so
purchased. The Plan Administrator will notify all plan participants by mail of
any changes in the percentages at least 15 days prior to the Investment Date
on which the new percentages will be applicable.

12. What is the Average Market Price?

The Average Market Price is the average of the daily high and low sales
prices, computed to three decimal places, of the Shares on the NYSE for the
ten Trading Days (as defined below) immediately preceding the relevant
Investment Date (as defined in Questions 6 and 15). A "Trading Day" means a
day on which the NYSE is open and for which trades in the Shares are reported,
and the period encompassing ten Trading Days immediately preceding a relevant
Investment Date is the relevant "Pricing Period." The calculation of Average
Market Price for purchases of Shares with optional cash payments will be
subject to the Threshold Price limit described in Question 14.

Optional Cash Payments

13. How does a person make optional cash payments?

Persons enrolling in the Plan may make an initial cash investment by
sending a check or money order with a properly completed and executed
Authorization Card to the Plan Administrator in the enclosed postage-paid
return envelope. Shares purchased with an initial cash investment or an
optional cash payment will be held by the Plan Administrator and credited to

your account under the Plan. Thereafter, dividends on such Shares will
automatically be fully reinvested in additional Shares unless such Shares are
withdrawn from the Plan.

Optional cash payments may be made by sending a check or money order to
the Plan Administrator accompanied by the tear-off portion of your account
statement.

A broker, bank or nominee acting in a representative capacity may utilize
the Authorization Card for optional cash payments, unless it holds the Shares
in the name of a major securities depository. In the event a broker, bank or
nominee holds Shares in the name of a major securities depository, optional
cash payments must be made on the B/N Form. A B/N Form must be delivered to
the Plan Administrator each time that such broker, bank or other nominee
transmits optional cash payments on behalf of a beneficial owner.

All checks and money orders must be made payable to National City Bank.
For initial cash investments and optional cash payments to be invested as of a
given Investment Date, the Plan Administrator must have collected good funds
on or before the business day immediately preceding the first day of the
Pricing Period for such Investment Date. Funds received or collected on or
after the first day of a Pricing Period will be invested as of the Investment
Date following the next Pricing Period. Checks and money orders are accepted
for deposit subject to collection as good funds and verification of compliance
with the terms of the Plan. Wire transfers and other forms of payment may be
made, but only if approved in writing in advance by the Plan Administrator.

14. What are the limitations on the amount of optional cash payments?

Minimum/Maximum Limits. For any Investment Date, each participant's
optional cash payment is subject to a minimum per month purchase of $50.00.
For participants owning less than 2,500 Shares in any one account, the maximum
per month purchase is $500.00. For participants owning more than 2,500 Shares
in any one account, the maximum per month purchase limit can not be more than
the lesser of (a) $0.20 for each Share owned by the participant as of the
record date to which the Investment Date relates or (b) $25,000.00.

Participants wishing to submit an optional cash payment in excess of the
allowable monthly maximum amount may do so by first obtaining the specific
approval of National City. Requests for such approval should be directed to
National City at (216) 575-2467. It is totally within National City's
discretion as to whether any such approval for any payments in excess of the
allowable monthly maximum amount will be granted.

Threshold Price Limit. Notwithstanding anything contained herein to the
contrary, National City may establish for each Pricing Period a minimum price
for the investment of optional cash payments (the "Threshold Price"). If
applicable, the Threshold Price will be established by National City at least
five business days prior to the Pricing Period. The Threshold Price will be
established in National City's sole discretion after a review of current
market conditions and other relevant factors. A participant may obtain the
Threshold Price by telephoning National City at (216) 575-3972 only. The
Threshold Price will be a stated dollar amount that the average of the high
and low sale prices on the NYSE for a Trading Day of the Pricing Period must
equal or exceed. In the event that the Threshold Price is not satisfied for a
Trading Day of the Pricing Period, then that Trading Day and the trading
prices for that day will be excluded from the Pricing Period. Thus, for
example, if the Threshold Price is not satisfied for

three of the ten Trading Days, then the Average Market Price will be based
upon the remaining seven Trading Days when the Threshold Price was satisfied.

Each Trading Day for which the Threshold Price is not satisfied will
cause the automatic return of a portion of the optional cash payments as soon
as practicable after the Investment Date. The returned amount will equal
one-tenth of the total amount of the optional cash payment made for each
Trading Day that the Threshold Price is not satisfied. Thus, for example, if
the Threshold Price is not satisfied for three Trading Days, 3/10 (i.e., 30%)
of a participant's optional cash payments will be returned without interest to
the participant.

The Threshold Price concept and return procedure discussed above apply
only to optional cash payments and not to the reinvestment of dividends.

15. What is the Investment Date for optional cash payments?

Optional cash payments will be invested each month. The Investment Date
is the first day of each month. If that date falls on a date when the NYSE is
closed, the first day immediately following such date on which the NYSE is
open will be the Investment Date. See Question 13 for the deadline for
receiving optional cash payments.

16. Under what circumstances will initial cash investments or optional cash
payments be returned?

Participants may obtain refunds of initial cash investments or optional
cash payments provided a written request for refund is received by the Plan
Administrator at least two business days immediately preceding the first day
of the Pricing Period for the next Investment Date. In addition, initial cash
investments will be returned if National City has elected to make newly issued
Shares available for the accounts of participants prior to the purchase of
Shares with the initial cash investment.

Costs

17. Are there any expenses to participants in connection with purchases
under the Plan?

Currently participants incur no service charges or brokerage commissions
for purchases made under the Plan. All costs of administration of the Plan are
paid by National City. National City reserves the right to institute
reasonable service charges and fees to cover its costs of operation and
administration of the Plan at any time upon prior notice to participants. You
will, however, incur expenses upon termination of your participation in the
Plan if you request that the Shares held in your account be sold (see Question
27).

As described in Question 28, additional dividend income may be recognized
by a Participant as a result of the reinvestment of dividends, an initial cash
investment or an optional cash payment. Also, as described in Question 28, the
payment of brokerage commissions by National City in connection with the
purchase of Shares in the open market will be treated as part of the purchase
price of the Shares, which may result in additional dividend income to the
participants for federal income tax purposes.

Administration

18. What are the functions of the Plan Administrator and the Agent?

National City Bank administers the Plan by acquiring newly issued Shares,
if available, keeping records, sending account statements to participants and
performing other duties relating to the Plan. National City Bank also acts as
the transfer agent and registrar for National City's Shares.

If National City is not then making newly issued Shares available for the
account of participants, the Agent will purchase Shares in the open market and
deliver them to the Plan Administrator, which will hold the Shares of all
participants together in its name or in the name of its nominee.

19. What are the liabilities of the Plan Administrator and the Agent under
the Plan?

The Plan Administrator and the Agent shall not be liable under the Plan
for any act done in good faith, or for any good faith omission to act
including, without limitation, any claim of liability (1) arising out of any
such act or omission to act which occurs prior to the termination of
participation, and (2) with respect to the prices at which Shares are
purchased or Shares or other securities are sold for the participant's account
and the times such purchases or sales are made. Participants should recognize
that National City, the Plan Administrator and/or the Agent can not assure
participants of profits, or protect participants against losses on Shares
purchased or held under the Plan. Participants should also understand that
government regulation may require the temporary curtailment or suspension of
purchases under the Plan. National City, the Plan Administrator and/or the
Agent shall not have any liability in connection with any inability to
purchase shares.

Stockholders are cautioned that this Prospectus does not represent a
change in National City's dividend policy or a guarantee of future dividends.
Dividends will continue to be determined by the Board of Directors in its sole
discretion in light of the earnings and financial condition of National City
and its subsidiaries and other factors, including applicable government
regulations.

Participants' Accounts and Reports

20. What kind of accounts are maintained for participants and what reports
on these accounts do they receive?

The Plan Administrator maintains a separate account for each participant.
All Shares purchased for a participant under the Plan will be credited to the
participant's account. The Plan Administrator will mail to each participant a
statement confirming purchases of Shares as soon as practicable after such
purchases are made. In addition, each participant will receive copies of
National City's annual and quarterly reports to stockholders, proxy statements
and dividend income information for tax purposes.

Dividends

21. Will participants be credited with dividends on Shares held in their
accounts under the Plan?

Yes. As the record holder of the Shares held in each participant's
account under the Plan, the Plan Administrator will receive dividends for all
such Shares held on the dividend record date, will credit such dividends to
participants' accounts on the basis of full and fractional Shares held in
these accounts and will automatically reinvest such dividends in additional
Shares.

Certificates For Shares

22. Will Certificates be issued for Shares purchased under the Plan?

Certificates for Shares purchased under the Plan will not be issued to
you until your account is terminated or unless you request in writing
certificates either for a particular purchase or for a specified number of
Shares credited to your account under the Plan. No certificate for a
fractional Share will be issued.

23. In whose name will certificates be registered when issued?

Accounts under the Plan are maintained in the names in which Share
certificates of the participants were registered at the time the participants
entered the Plan. Certificates for whole Shares issued at the request of a
participant will be similarly registered.

If any participant pledges or assigns Shares held in the Plan (or
attempts to do so), that participant's account will be terminated upon notice
to the Plan Administrator of such pledge or assignment (or attempt thereof).
Upon such termination, fractional Shares will be sold, whole Shares in the
account will be registered in the participant's name and such whole Shares and
proceeds of fractional Shares will be delivered to the party to whom such
Shares have been pledged or assigned or to such other person as appears
entitled thereto by law.

24. May a participant add Shares to his or her account by transferring stock
certificates that the participant possesses?

Yes. You may increase the number of Shares held in your account by
depositing certificates representing Shares with the Plan Administrator. Such
certificates must be presented in transferable form and must be accompanied by
a written request that the Shares be added to your account.

Termination of Participation in the Plan

25. How does a participant terminate participation in the Plan?

You may terminate your participation in the Plan at any time by notifying
the Plan Administrator in writing at least two business days before the next
dividend record date. Participation in the Plan will also be terminated if the
Plan Administrator receives written notice at least two business days before
the next dividend record date of the death or adjudicated incompetency of a
participant. In the event written notice of termination, death or adjudicated
incompetency is received by the Plan Administrator later than the second
business

day before the next dividend record date, Shares will be purchased for the
participant with the related cash dividend, and participation in the Plan will
not terminate until after such dividend has been reinvested. Upon termination
by reason of notice of death or adjudicated incompetency, the participant's
Shares and any cash dividends paid thereon will be retained by the Plan
Administrator until such time as such participant's legal representative has
been appointed and has furnished proof satisfactory to the Plan Administrator
of the legal representative's right to receive payment.

26. What will participants receive when they terminate participation in the
Plan?

Upon termination of your participation in the Plan, unless you request
that all of the Shares held in your account be sold (as described in Question
27), the Plan Administrator will send you a certificate for the number of
whole Shares in your account and a check in an amount equal to the value of
any fractional Share based upon the average of the high and low sales prices
of Shares as reported by the NYSE for the date set forth in the statement sent
to you by the Plan Administrator.

27. May a participant request that Shares held in his or her account be sold
upon termination of participation?

Yes. Upon termination of your participation in the Plan, if you do not
wish to receive a certificate for the number of whole Shares in your account,
you may request that all of your Shares be sold. If you make such a request,
the sale will be made for you by the Plan Administrator at the prevailing
market price as soon as practicable after your request is received. You will
receive the proceeds of the sale, less related brokerage fees or commissions
and less any applicable transfer taxes.

Federal Income Tax Consequences

28. What are the Federal income tax consequences of participation in the
Plan?

The following summary is based upon an interpretation of current Federal
tax law. Each participant should consult his or her own tax advisor to
determine particular tax consequences, including state tax consequences, which
will vary from state to state, which may result from participation in the Plan
and a subsequent disposal of Shares acquired pursuant to the Plan.

A participant in the Plan will be treated for Federal income tax purposes
as having received, on the dividend payment date, a dividend in an amount
equal to the fair market value on that date of the Shares acquired with
reinvested dividends. Such Shares will have a tax basis equal to the same
amount as such dividend. For Federal income tax purposes, the fair market
value of Shares acquired with reinvested dividends under the Plan will be
equal to 100% of the average of the high and low sales prices of Shares on the
dividend payment date. It should be noted that the fair market value on the
dividend payment date is likely to differ from the Average Market Price used
to determine the number of Shares acquired. (As described in Question 12, the
Average Market Price is based on the average of the high and low sales prices
on each of the last ten Trading Days immediately preceding the relevant
Investment Date.)

Upon the purchase of Shares with an initial cash investment or an
optional cash payment, a participant will be treated as having received a
dividend in an amount equal to the excess, if

any, of the fair market value of the Shares on the date on which they are
acquired over the amount of the optional cash payment. The fair market value
of Shares acquired with an optional cash payment will be equal to 100% of the
average of the high and low sales prices of Shares on the relevant Investment
Date. The tax basis of the Shares purchased with an optional cash payment will
be equal to the amount of the deposit plus the excess, if any, of the fair
market value of the Shares purchased over the amount of the deposit. As noted
above, the fair market value on an Investment Date is likely to differ from
the Average Market Price used to determine the number of Shares acquired.

A participant's holding period for Shares acquired pursuant to the Plan
will begin on the date following the date of the acquisition for the
participant's account.

A participant will not recognize any taxable income upon receipt of
certificates for whole Shares credited to the participant's account, either
upon the participant's request for certain of those Shares or upon termination
of participation in the Plan.

A participant will recognize gain or loss upon the sale or exchange of
Shares acquired under the Plan. A participant will also recognize gain or loss
upon receipt, following termination of participation in the Plan, of a cash
payment for any fractional Share equivalent credited to the participant's
account. The amount of any such gain or loss will be the difference between
the amount that the participant received for the Shares or fractional Share
equivalent, and the tax basis therefor.

Illustration

The following examples may be helpful to illustrate the Federal income
tax consequences of both the reinvestment of dividends and purchases with
optional cash payments. The examples assume the fair market value on the
Investment Date of the Shares to be greater than the price per share
calculated during the Pricing Period.

Example 1 -- Dividend Reinvestment
Cash dividends reinvested............................................ $ 100.00
Assumed price per share during the Pricing Period.................... $ 54.00*
Less 3% discount per share........................................... $ (1.62)
-------
Net purchase price per share......................................... $ 52.38
Number of shares purchased ($100.00/$52.38).......................... 1.909
Assumed fair market value per share on the date of purchase.......... $ 55.00*
-------
Total taxable dividend resulting from transaction ($55.00 x 1.909)... $ 105.00
=======

Example 2 -- Optional Cash Payment
Optional cash payment................................................ $ 100.00
Assumed price per share during the Pricing Period.................... $ 54.00*
Less 3% discount per share........................................... $ (1.62)
-------
Net purchase price per share......................................... $ 52.38
Number of shares purchased ($100.00/$52.38).......................... 1.909
Assumed fair market value per share on the date of purchase.......... $ 55.00*
Fair market value of shares received ($55.00 x 1.909)................ $ 105.00
Less optional cash payment........................................... $(100.00)
-------
Total taxable dividend resulting from transaction.................... $ 5.00
=======

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

* These amounts are assumed for illustrative purposes only, and will vary with
the market price of the Shares.

The foregoing discussion is based on the assumption that newly issued
Shares will be purchased directly from National City. If the Shares are Shares
purchased by the Agent in the open market, the consequences would generally be
the same. However, the payment of brokerage commissions by National City in
connection with the purchase of Shares in the open market will be treated as
part of the purchase price of the Shares, which may result in additional
dividend income to the participants.

Other Information

29. What happens when a participant sells or transfers all of the Shares
registered in the participant's name?

If you dispose of all Shares registered in your name on the books of
National City (other than by deposit of such Shares with the Plan
Administrator), the Plan Administrator may, at its option, terminate your
account or determine from you whether you wish to continue your participation
in the Plan.

30. What happens if National City pays a dividend in stock or splits its
Shares?

Any dividends in the form of Shares and any Shares resulting from a split
of National City's Shares distributed by National City on Shares accumulated
in the participant's account will be credited to the participant's account and
reflected in the statement described in Question 20.

31. What happens if National City makes the right to purchase additional
Shares or other securities available to its stockholders?

In the event National City makes available to its stockholders (1) rights
to purchase additional Shares or other securities of National City or (2) any
securities of any other issuer, the Plan Administrator will afford to each
participant the opportunity to elect to receive such rights or other
securities accruing to the Shares held in the participant's account. For each
participant so electing to receive such rights or other securities, the Plan
Administrator will authorize National City to distribute full units of such
securities directly to such participants. Any fractional units of such
securities will be aggregated and, if marketable, sold by the Agent. The price
at which the Agent shall be deemed to have sold such securities for a
participant's account shall be the average price, less brokerage commissions
and any other costs of sale, of all such securities sold for all participants
in the Plan. Funds received from the sale of such fractional units will be
invested on behalf of participants in Shares in the same manner as optional
cash payments are invested under the Plan.

32. How will a participant's Shares be voted at meetings of holders of
Shares?

Participants will receive a proxy card covering the total number of whole
Shares registered in the participant's name and whole and fractional Shares
credited to the participant's Plan account. The Plan Administrator will vote
any whole and fractional Shares that it holds for a participant in accordance
with the proxy returned by the participant to National City. If a proxy card
is returned properly signed, but without indicating instructions as to the
manner Shares are to be voted with respect to any item thereon, the Shares
covered will be voted in accordance with the recommendations of National
City's management. If the proxy card is not returned or if it is returned
unexecuted or improperly executed, the Shares covered will not be voted unless
the participant or the participant's duly appointed representative votes in
person at the meeting.

33. Can the Plan Administrator terminate a participant's interest in the
Plan?

The Plan Administrator may at any time in its discretion terminate a
participant's interest in the Plan by sending written notice to the
participant at his last known address as shown on the Plan Administrator's
records. In such event, the Plan Administrator will follow the procedures for
termination set forth in Question 26.

34. What happens if the Agent cannot make market purchases?

If National City decides not to make newly issued Shares available for
purchase pursuant to the Plan, and in the event that applicable law or the
closing of securities markets requires the temporary curtailment or suspension
of market purchases of Shares under the Plan, the Agent is not accountable for
its inability to make purchases at such times. If Shares are not available for
purchase for a period longer than 30 days, the Plan Administrator will
promptly mail to the

participant a check payable to the order of the participant in the amount of
any unapplied funds in the participant's account.

35. Where should correspondence regarding the Plan be sent?

Any notice, instruction, request or election which is required or
permitted to be given or made by the participant to the Plan Administrator
shall be in writing, signed by the participant and addressed to:

National City Bank
Corporate Trust Department
Dividend Reinvestment Plan
P.O. Box 92301
Cleveland, Ohio 44193-0900

or such other address as the Plan Administrator shall furnish to the
participant, and such notice, instruction, request or election shall be deemed
to have been sufficiently given or made when received by the Plan
Administrator.

36. What is sufficient notice to a participant?

Any notice or certificate required to be given by the Plan Administrator
to a participant pursuant to the Plan shall be in writing and shall be deemed
to have been sufficiently given for all purposes once deposited, postage
prepaid, in a post office letter box addressed to the participant at the
participant's address as it shall last appear on the Plan Administrator's
records.

37. Can successor Plan Administrators or Agents be named?

National City may from time to time designate successor Plan
Administrators or Agents under the Plan.

38. What law governs the Plan?

The terms and conditions of the Plan and the operation thereof shall be
governed by and construed in accordance with the laws of the State of Ohio and
the rules and regulations of the Commission, as they may be amended from time
to time. Any question of interpretation arising under the Plan will be
determined by National City.

39. May the Plan be changed or discontinued?

National City reserves the right to modify, suspend or terminate the Plan
at any time. All participants will receive notice of any such action. Any such
modification, suspension or termination will not affect previously executed
transactions. National City also reserves the right to adopt, and from time to
time change, such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan as then in effect) as it deems
desirable or appropriate for the administration of the Plan.

PRICE RANGE OF COMMON STOCK AND CASH DIVIDENDS PAID

Shares are listed on the NYSE (Symbol: NCC). The following table sets
forth for the periods indicated the high and low sales prices of the Shares as
reported by the NYSE together with dividends paid in respect of each period.

Price Range
----------------- Dividends
High Low Paid
------ ------ ---------
1996
First Quarter.................................. $35.38 $30.63 $ .36
Second Quarter................................. 37.75 33.25 .36
Third Quarter.................................. 42.75 33.75 .375
Fourth Quarter................................. 47.25 41.50 .375
-----
Total.......................................... $ 1.47
=====
1995
First Quarter.................................. $27.88 $25.25 $ .32
Second Quarter................................. 30.63 26.50 .32
Third Quarter.................................. 31.63 29.00 .33
Fourth Quarter................................. 33.75 29.88 .33
-------
Total.......................................... $ 1.30
=======
1994
First Quarter.................................. $28.38 $24.00 $ .29
Second Quarter................................. 29.00 25.63 .29
Third Quarter.................................. 28.38 26.00 .30
Fourth Quarter................................. 28.13 23.75 .30
-------
Total.......................................... $ 1.18
=======
1993
First Quarter.................................. $27.44* $24.31* $ .26*
Second Quarter................................. 28.06* 23.38* .26*
Third Quarter.................................. 27.25* 24.00* .27
Fourth Quarter................................. 27.00 23.13 .27
-------
Total.......................................... $ 1.06
=======

* Adjusted to reflect the 2 for 1 stock split paid in the form of a 100% stock
dividend to Stockholders of record on July 12, 1993.

USE OF PROCEEDS

The net proceeds to be received by National City from the sale of the
Shares offered hereby will be added to the general funds of National City and
will be available for general corporate purposes, including investments in or
advances to existing or future subsidiaries.

LEGAL OPINIONS

The validity of the Shares will be passed upon by David L. Zoeller, Esq.,
Senior Vice President, General Counsel and Secretary of National City.

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