Bank of America to Acquire National Processing

The combination with Bank of America Merchant Services would create the nations second largest bankcard merchant acquirer with nearly $250 billion in annual processing volume. National Processing, a public company, is 83 percent owned by National City Corporation. The newly combined Bank of America Merchant Services will be headquartered in Louisville, KY, where National Processing is currently based. Through its Merchant Card Services unit, National Processing provides services to approximately 700,000 merchant locations across North America, representing nearly one out of every six VISA and MasterCard transactions processed nationally. National Processing also provides financial settlement and reporting solutions to large and mid-size corporate customers in the travel and healthcare industries. Mark Pyke, currently the Chief Operating Officer of National Processing, Inc., will lead the combined merchant services business once the transaction is complete. The merger is subject to the approval of National Processing, Inc. shareholders, regulatory approvals and other customary conditions, and is expected to close in the fourth quarter of 2004. Morgan Stanley acted as financial advisor to National Processing, Inc. in the transaction and provided a fairness opinion.