NATIONAL PROCESSING INC
EXHIBIT 10.28
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<DESCRIPTION>EXHIBIT 10.28
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<P align="right"><B>EXHIBIT 10.28</B>

<DIV>&nbsp;</DIV>

<!-- link1 "NATIONAL PROCESSING, INC. 2000 STOCK OPTION PLAN" -->

<DIV align="center"><B>NATIONAL PROCESSING, INC.</B>
</DIV>

<P align="center">
<B>2000 STOCK OPTION PLAN</B>

<P align="left">&nbsp;&nbsp;
1.&nbsp; <B>Purposes.&nbsp; </B>The purposes of this 2000 Stock
Option Plan are to provide employment incentives and to encourage
 capital accumulation and stock ownership by Eligible Employees
of National Processing, Inc. (&#147;National Processing&#148;) or
 any of its Subsidiaries, and to provide to designated Optionees
under stock options heretofore or hereafter granted pursuant to
any stock option plan of National Processing or any of its
Subsidiaries an alternative method of realizing the benefits
provided by such stock options.

<P align="left">&nbsp;&nbsp;
2.&nbsp; <B>Definitions.&nbsp; </B>As used in this Plan,

<P align="left">&nbsp;&nbsp;
(a)&nbsp; &#147;Additional Option&#148; means an Option Right
granted to an Optionee to purchase a number of shares of Common
Stock equal to the number of shares of already owned Common Stock
 relinquished by the Optionee as payment of the exercise price
upon exercise of an Option Right and/or the number of shares of
Common Stock tendered or relinquished as payment of the amount to
 be withheld under applicable federal, state and local income tax
 laws in connection with the exercise of an option as described
in Section&nbsp;5.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; &#147;Additional Option Feature&#148; means a feature
of an Option that provides for the automatic grant of an
Additional Option in accordance with the provisions described in
Section&nbsp;5.

<P align="left">&nbsp;&nbsp;
(c)&nbsp; The term &#147;Appreciation Right&#148; means a right
granted pursuant to Section&nbsp;6 of this Plan.

<P align="left">&nbsp;&nbsp;
(d)&nbsp; The term &#147;Board of Directors&#148; means the Board
 of Directors of National Processing.

<P align="left">&nbsp;&nbsp;
(e)&nbsp; The term &#147;Committee&#148; means the Committee
provided for in Paragraph&nbsp;10(a)&nbsp;of this Plan.

<P align="left">&nbsp;&nbsp;
(f)&nbsp; The term &#147;Common Stock&#148; means Common Stock,
of National Processing or any security into which such Common
Stock may be changed by reason of any transaction or event of the
 type described in Section&nbsp;8 of this Plan.

<P align="left">&nbsp;&nbsp;
(g)&nbsp; The term &#147;Eligible Employees&#148; means persons
who are at the time the officers (including officers who are
members of the Board of Directors) and other key employees of
National Processing or of any of its Subsidiaries.

<P align="left">&nbsp;&nbsp;
(h)&nbsp; The term &#147;Internal Revenue Code&#148; means the
Internal Revenue Code of 1986, as amended from time to time.

<P align="left">&nbsp;&nbsp;
(i)&nbsp; The term &#147;Incentive Stock Option&#148; means an
Option Right granted by National Processing to an Eligible
Employee, which Option Right is intended to qualify as an
&#147;Incentive Stock Option&#148; as that term is used in
Section&nbsp;422 of the Internal Revenue Code.

<P align="left">&nbsp;&nbsp;
(j)&nbsp; The term &#147;Market Value per Share&#148; means, at
any date, the closing price, per share, of the shares of Common
Stock, on the New York Stock Exchange on that date as reported by
 the Wall Street Journal (Midwest Edition) or, if the Common
Stock shall be primarily traded in another market, as determined
in a manner specified by the Board of Directors using quotations
in such other market.

<P align="left">&nbsp;&nbsp;
(k)&nbsp; The term &#147;Option Agreement&#148; shall have the
meaning set forth in Section 6(e).

<P align="left">&nbsp;&nbsp;
(l)&nbsp; The term &#147;Optionee&#148; shall mean the optionee
named in an agreement evidencing an Outstanding Option.

<P align="left">&nbsp;&nbsp;
(m)&nbsp; The term &#147;Option Right&#148; means the right to
purchase a share of Common Stock upon exercise of an Outstanding
Option.

<P align="left">&nbsp;&nbsp;
(n)&nbsp; The term &#147;Outstanding Option&#148; means, at any
time, an option to purchase shares of Common Stock granted by
National Processing or any of its Subsidiaries pursuant to this
Plan or any other
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<DIV align="left">
stock option plan of National Processing or any
 such Subsidiary now or hereafter in effect, or pursuant to any
stock option plan of any corporation which is merged into
National Processing and where National Processing has by action
of its Board of Directors, assumed the obligations of such
corporation under such stock option plan, all whether or not such option is at the time exercisable, to the extent that
 such option at such time has not been exercised and has not
terminated.
</DIV>

<P align="left">&nbsp;&nbsp;
(o)&nbsp; The term &#147;Spread&#148; means the excess of the
Market Value per Share of Common Stock on the date when an
Appreciation Right is exercised over the option price provided
for in the related Option Right.

<P align="left">&nbsp;&nbsp;
(p)&nbsp; The term &#147;Subsidiary&#148; shall mean any entity
in which National Processing beneficially owns or controls,
directly or indirectly, 50% or more of the voting equity
securities.

<P align="left">&nbsp;&nbsp;
3.&nbsp; <B>Shares Available Under Plan.</B>

<P align="left">&nbsp;&nbsp;
(a)&nbsp; The shares of Common Stock which may be made the
subject of Option Rights and Appreciation Rights pursuant to this
 Plan may be treasury shares or shares of original issue or a
combination of the foregoing.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; Subject to adjustments in accordance with
Section&nbsp;8 of this Plan, the maximum number of shares of
Common Stock which may be sold upon the exercise of Option Rights
 granted pursuant to this Plan shall be 5,000,000 shares of
Common Stock which are made available for sale by virtue of this
Plan. For purposes of determining the number of shares that may
be sold under the Plan, such number shall increase by the number
of shares surrendered by an optionee or relinquished to National
Processing (a)&nbsp;in connection with the exercise of an Option
Right or (b) in payment of federal, state and local income tax
withholding liabilities upon exercise of an Option Right.

<P align="left">&nbsp;&nbsp;
(c)&nbsp; Subject to adjustments in accordance with
Section&nbsp;8 of this Plan, the maximum number of shares of
Common Stock which may be delivered upon the exercise of
Appreciation Rights granted pursuant to this Plan shall not
exceed 5,000,000.

<P align="left">&nbsp;&nbsp;
(d)&nbsp; Shares covered by Option Rights cancelled upon exercise
 of Appreciation Rights shall not be available for the granting
of further Option Rights under this Plan or under any other stock
 option plan of National Processing or of any of its
Subsidiaries, anything in this Plan or such other stock option
plan to the contrary notwithstanding.

<P align="left">&nbsp;&nbsp;
4.&nbsp; <B>Grants of Option Rights.</B> The Board of Directors
may, from time to time and upon such terms and conditions as it
may determine, authorize the granting to Eligible Employees of
Option Rights. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the limitations,
contained in the following provisions:

<P align="left">&nbsp;&nbsp;
(a)&nbsp; Each grant shall specify the number of shares of Common
 Stock to which it pertains.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; Each grant shall specify an option price per share not
less than the Market Value per Share on the date of grant.

<P align="left">&nbsp;&nbsp;
(c)&nbsp; Successive grants may be made to the same Eligible
Employee whether or not any Option Rights previously granted to
such Eligible Employee remain unexercised. No Eligible Employee
may, however, be granted under this plan, in the aggregate, more
than 1,500,000 Option Rights or Appreciation Rights, subject to
adjustment pursuant to Section&nbsp;8 of this Plan over any ten
year period.

<P align="left">&nbsp;&nbsp;
(d)&nbsp; Option Rights granted under this Plan may be
(i)&nbsp;options which are intended to qualify under particular
provisions of the Internal Revenue Code, as in effect from time
to time, (ii)&nbsp;options which are not intended so to qualify,
or (iii)&nbsp;combinations of the foregoing.

<P align="left">&nbsp;&nbsp;
(e)&nbsp; The date of grant of each Option Right shall be the
date of its authorization by the Board of Directors or such later
 date designated by the Board of Directors, except that the date
of grant of an Additional Option shall be the date of exercise of
 the underlying Option Right. No Option Right shall be
exercisable more than ten&nbsp;years from such date of grant.
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<P align="left">&nbsp;&nbsp;
(f)&nbsp; Upon exercise of an Option Right, the option price
shall be payable (i)&nbsp;in cash, (ii)&nbsp;by the transfer to
National Processing by the Optionee of shares of Common Stock
with a value (Market Value per Share times the number of shares)
equal to the total option price, or (iii) by a combination of
such methods of payment.

<P align="left">&nbsp;&nbsp;
(g)&nbsp; Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of National Processing by any
officer designated by the Board of Directors for this purpose and
 delivered to and accepted by the Eligible Employee and shall contain such terms and
provisions, consistent with this Plan, as the Board of Directors
may approve.
</DIV>

<P align="left">&nbsp;&nbsp;
(h)&nbsp; No Option Rights, intended to be an Incentive Stock
Option, shall be granted hereunder to any Optionee which would
allow the aggregate fair market (determined at the time the
Option Rights are granted) of the stock subject of Option Rights,
 including the Incentive Stock Option in question, which such
Optionee may exercise for the first time during any calendar
year, to exceed $100,000. Any Option Rights intended to be
Incentive Stock Options granted by any &#147;parent,&#148; as
such term is used in Section&nbsp;422A of the Internal Revenue
Code, as amended, of National Processing pursuant to such
parent&#146;s Stock Option plans, shall be included in the
definition of Option Rights for the purpose of determining the
$100,000 limitation.

<P align="left">&nbsp;&nbsp;
5.&nbsp; <B>Additional Option.</B>

<P align="left">&nbsp;&nbsp;
(a)&nbsp; The Board of Directors may, at or after the date of
grant of Option Rights, grant Additional Options.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; If an Optionee exercises an Outstanding Option that has
 an Additional Option Feature by transferring already owned
shares of Common Stock and/or when shares of Common Stock are
tendered or relinquished as payment of the amount to be withheld
under applicable federal, state and local income tax laws (at
withholding rates not to exceed the Optionee&#146;s applicable
marginal tax rates) in connection with the exercise of an option,
 the Optionee shall automatically be granted an Additional
Option. The Additional Option shall be subject to the following
provisions:

<P align="left">&nbsp;&nbsp;
(1)&nbsp; The Additional Option shall cover the number of shares
of Common Stock equal to the sum of (A)&nbsp;the number of shares
 of Common Stock delivered as consideration upon the exercise of
the previously granted Outstanding Option to which such
Additional Option Feature relates and (B)&nbsp;the number of
shares of Common Stock tendered or relinquished as payment of the
 amount to be withheld under applicable federal, state and local
income tax laws in connection with the exercise of the option to
which such Additional Option Feature relates;

<P align="left">&nbsp;&nbsp;
(2)&nbsp; The Additional Option will not have an Additional
Option Feature unless the Board of Directors directs otherwise;

<P align="left">&nbsp;&nbsp;
(3)&nbsp; The Additional Option option price shall be 100% of the
 Market Value per Share on the date the employee delivers shares
of Common Stock to exercise the Option that has the Additional
Option Feature and/or delivers or forfeits shares of Common Stock
 in payment of income tax withholding on the exercise of an
Option that has the Additional Option Feature;

<P align="left">&nbsp;&nbsp;
(4)&nbsp; The Additional Option shall have the same termination
date and other termination provisions as the underlying Option
that had the Additional Option Feature.

<P align="left">&nbsp;&nbsp;
6.&nbsp; <B>Grants of Appreciation Rights.&nbsp; </B>The Board of
 Directors may from time to time authorize the granting of
Appreciation Rights in respect of any or all of the Option Rights
 under any Outstanding Option (including Options Rights
simultaneously granted) to the Optionee thereunder. An
Appreciation Right shall be a right in the Optionee to receive
from National Processing an amount which shall be determined by
the Board of Directors and shall be expressed as a percentage of
the Spread (not exceeding 100%) at the time of exercise. To the
extent such Optionee elects to exercise such Appreciation Right
instead of the related Option Right, the related Option Right
shall be cancelled, and vice versa. Each such grant may utilize
any or all of the authorizations, and shall be subject to all of
the limitations, contained in the following provisions:
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<P align="left">&nbsp;&nbsp;
(a)&nbsp; Any grant may permit the exercise of an Appreciation
Right with respect to the value of shares of Common Stock covered
 by the related Option Rights.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; Any grant may specify that the amount payable on
exercise of an Appreciation Right may be paid by National
Processing in cash, in shares of Common Stock or in any
combination thereof, and may either grant to the Optionee or
retain in the Board of Directors the right to elect among those
alternatives.

<P align="left">&nbsp;&nbsp;
(c)&nbsp; Each grant shall provide that the maximum number of
shares of Common Stock deliverable upon exercise of an
Appreciation Right may not exceed the number of shares of Common
Stock purchasable upon exercise of the related Option Rights.

<P align="left">&nbsp;&nbsp;
(d)&nbsp; Any grant may specify waiting periods before exercise
and permissible exercise dates or periods. No Appreciation Right
shall be exercisable except at a time when the related Option
Right is also exercisable.


<P align="left">&nbsp;&nbsp;
(e)&nbsp; Each grant of an Appreciation Right shall be evidenced
by an agreement executed on behalf of National City by any
officer designated by the Board of Directors for this purpose and
 delivered to and accepted by the Optionee, which agreement shall
 describe such Appreciation Right, identify the related Option
Rights, state that such Appreciation Right is subject to all the
terms and conditions of this Plan, including the right of the
Board of Directors to amend, suspend or terminate such
Appreciation Right as set forth in Paragraph&nbsp;11(c)&nbsp;of
this Plan, and contain such other terms and provisions,
consistent with this Plan, as the Board of Directors may approve
(the &#147;Option Agreement&#148;). A failure by the Optionee to
execute and deliver to National Processing the Option Agreement
within 60 days after the grant of Option Rights may terminate the
 Option Rights upon the determination of the Board of Directors.

<P align="left">&nbsp;&nbsp;
7.&nbsp; <B>Transferability.&nbsp; </B>Except as otherwise
provided for by the Board of Directors, no Option Right including
 any related Appreciation Right shall be transferable by an
Optionee other than by will or the laws of descent and
distribution. Unless the Board of Directors directs otherwise,
Option Rights and Appreciation Rights shall be exercisable during
 the Optionee&#146;s lifetime only by the Optionee or by the
Optionee&#146;s guardian or legal representative.

<P align="left">&nbsp;&nbsp;
8.&nbsp; <B>Adjustments.&nbsp; </B>The Board of Directors may
make or provide for such adjustments in the maximum numbers and
kind of shares of Common Stock specified in Paragraphs
3(b)&nbsp;and (c)&nbsp;and 4(c)&nbsp;of this Plan, in the numbers
 and kind of shares of Common Stock covered by Option Rights and
Appreciation Rights granted hereunder, and in the prices per
share applicable under such Option Rights and Appreciation
Rights, as such Board in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or
 enlargement of the rights of Optionees that otherwise would
result from any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure
 of National Processing, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of
rights or warrants to purchase securities, or other corporate
transaction or event having an effect similar to any of the
foregoing.

<P align="left">&nbsp;&nbsp;
9.&nbsp; <B>Fractional Shares.&nbsp; </B>National Processing
shall not be required to issue any fractional share of Common
Stock pursuant to this Plan. The Board of Directors may provide
for the elimination of fractions or for the settlement of
fractions in cash.

<P align="left">&nbsp;&nbsp;
10.&nbsp; <B>Administration of the Plan.</B>

<P align="left">&nbsp;&nbsp;
(a)&nbsp; This Plan shall be administered by the Board of
Directors, which may from time to time delegate all or any part
of its authority under this Plan to a Compensation Committee of
the Board of Directors, a subcommittee of the Compensation
Committee, or another committee of directors of National
Processing appointed by the Board of Directors to serve as the
committee responsible for administering this Plan (the
&#147;Committee&#148;). To the extent of such delegation,
references herein to the &#147;Board of Directors&#148; shall
include the Committee. The Board of Directors may name assistants
 who may be, but need not be, members of the Committee. Such
assistants shall serve at the pleasure of the


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Board of Directors,
 and shall perform such functions as are provided for herein and
such other functions as may be assigned by the Board of
Directors.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; The interpretation and construction by the Board of
Directors of any provision of this Plan or of any agreement
evidencing the grant of Option Rights or Appreciation Rights and
any determination by the Board of Directors pursuant to any
provision of this Plan or of any such agreement shall be final
and conclusive. No member of the Board of Directors or any
assistant shall be liable for any action taken or omitted in
connection with the interpretation or administration of this Plan
 or any grant unless attributable to his or her own willful
misconduct or lack of good faith.

<P align="left">&nbsp;&nbsp;
11.&nbsp; <B>Amendments, Etc.</B>

<P align="left">&nbsp;&nbsp;
(a)&nbsp; This Plan may be amended from time to time by the Board
 of Directors but without further approval by the shareholders of
 National Processing no such amendment shall (i)&nbsp;increase
the maximum numbers of shares of Common Stock specified in
Paragraphs 3(b)&nbsp;and (c)&nbsp;and 4(c) of this Plan (except
that adjustments authorized by Section&nbsp;8 of this Plan shall
not be limited by this provision), (ii)&nbsp;change the
definition of &#147;Eligible Employees&#148;, or
(iii)&nbsp;materially increase the benefits accruing to Optionees
 hereunder.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; Except as provided in Section&nbsp;8 of the Plan, the
Committee shall not, without the further approval of shareholders
 of National City, authorize the amendment of any outstanding
Option Right to reduce the option price. Furthermore, no Option Rights shall be cancelled and
replaced with awards having a lower option price (except as
provided by Sections 5 and 8 of this Plan) without the further
approval of the shareholders of National Processing.

<P align="left">&nbsp;&nbsp;
(c)&nbsp; The Board of Directors may at any time amend, suspend
or terminate any agreement evidencing Appreciation Rights granted
 under this Plan; in the case of an amendment, the amended
Appreciation Right shall conform to the provisions of this Plan.

<P align="left">&nbsp;&nbsp;
(d)&nbsp; In the case of any Option or Appreciation Right not
immediately exercisable in full, the Board of Directors in its
discretion may accelerate the time at which Option or
Appreciation Rights may be exercised.

<P align="left">&nbsp;&nbsp;
12.&nbsp; <B>Assumptions.</B>

<P align="left">&nbsp;&nbsp;
(a)&nbsp; In the event that a corporation is merged into National
 Processing, and National Processing is the survivor of such
merger, the Board of Directors may elect, in its sole discretion,
 to assume under this Plan any or all outstanding options granted
 by such corporation to its officers and employees under any
stock option plan adopted by it prior to such merger. Such
assumptions shall be on such terms and conditions as the Board of
 Directors may determine in its sole discretion, provided,
however, that the options as assumed do not provide or contain
any terms, conditions or rights which an Option Right may not
provide or contain under Sections&nbsp;2 through 10 hereunder.

<P align="left">&nbsp;&nbsp;
13.&nbsp; <B>Miscellaneous.</B>

<P align="left">&nbsp;&nbsp;
(a)&nbsp; All expenses and costs in connection with the operation
 of the Plan shall be borne by National Processing.

<P align="left">&nbsp;&nbsp;
(b)&nbsp; This Plan shall be construed in accordance with and
governed by the internal substantive laws of the State of Ohio.

<P align="left">&nbsp;&nbsp;
(c)&nbsp; This Plan shall be binding upon and inure to the
benefit of National Processing, its successors and assigns and
each Participant and his or her beneficiaries, heirs, executors,
administrators and legal representatives.
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