National City to Acquire Wayne Bancorp

National City to Acquire Wayne Bancorp
Expands Market Presence in Northern Ohio, Continues Growth Opportunities 


CLEVELAND, June 4  /PRNewswire-FirstCall/ -- National City Corporation
(NYSE:NCC) and Wayne Bancorp, Inc. (NASDAQ:WNNB) today announced that the two
companies have signed a definitive agreement for National City to acquire Wayne
Bancorp, a bank holding company headquartered in Wooster, Ohio. Wayne Bancorp
operates 26 branches in Wayne, Holmes, Medina and Stark counties and has $825
million in assets.

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"This acquisition is part of the National City strategy for growth in our core
banking business," said David A. Daberko, chairman and chief executive officer
of National City Corporation. "Wayne Bancorp operates in communities that are
contiguous to the existing National City branch network in northern Ohio, one
of our strategic markets. We're looking forward to serving Wayne customers and
growing our business in these new markets." National City is also expanding its
branch network in the Chicago market and entering new markets through recent
acquisitions in St. Louis and Cincinnati.

David Boyle, Wayne Bancorp's president and chief executive officer, will
continue to provide leadership through a new role with National City as area
president of the markets currently served by Wayne Bancorp.  "We are delighted
to join forces with National City, a company that shares our strong commitment
to its customers, employees, stockholders and communities," said Mr. Boyle.
"Over the years, we have enjoyed a positive working relationship with National
City, and now we look forward to offering the company's outstanding products
and services to our customers.  For National City, we provide an attractive
market close to its home base, where there is no overlap of branches."

"We see this as a great opportunity to enhance Wayne Bancorp's current and
prospective customer relationships through our extensive product offerings and
delivery channels," said Philip L. Rice, president and chief executive officer
of National City's Ohio banking subsidiary, National City Bank. Rice reaffirmed
the company's dedication to the communities served by Wayne Bancorp. "National
City and Wayne Bancorp are two of Ohio's oldest banks - both were founded in
1845. We share a rich heritage, operating philosophy and values and believe
that building strong communities is an integral part of doing business
successfully. We will remain committed to working with local community leaders,
non-profit organizations and government officials to make a lasting
difference."

Wayne Bancorp currently has a $500,000 community foundation. National City will
match the size of the foundation, bringing the total fund to $1 million.
Decisions about the distribution of community foundation funds will be made by
the current members of the Wayne Bancorp board.

Under the terms of the merger agreement, National City is offering Wayne
Bancorp shareholders $28.50 for each share of Wayne Bancorp, Inc. they own. The
acquisition will be a cash transaction, valued at approximately $180 million.
Subject to regulatory and stockholder approvals, the transaction is expected to
close in the fourth quarter of 2004.

About National City

National City Corporation (NYSE:NCC), headquartered in Cleveland, Ohio, is one
of the nation's largest financial holding companies. The company operates
through an extensive banking network primarily in Ohio, Indiana, Illinois,
Kentucky, Michigan, Missouri and Pennsylvania, and also serves customers in
selected markets nationally. Its core businesses include commercial and retail
banking, consumer finance, asset management, mortgage financing and servicing,
and payment processing. For more information about National City, visit the
company's Web site at NationalCity.com.

About Wayne Bancorp

Wayne Bancorp, Inc. (NASDAQ:WNNB) is an $825 million financial services
company. Its bank affiliates -- Savings Bank & Trust and Wayne County National
Bank -- operate 26 banking centers in Wayne, Medina, Holmes and Stark counties.
The Company's non-bank affiliates, including MidOhio Data, Inc., which performs
proof and data processing operations, and Chippewa Valley Title Agency, Inc., a
wholly-owned subsidiary of WCNB, are both located in Wayne County, while Access
Financial Corp., a consumer finance company, is located in Stark county. For
more information, visit SBT's Web site at svgsbank.com and WCNB's website at
wcnb.com. 

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DATASOURCE: National City Corporation



CONTACT:  Amber Garwood, Media Relations, [phone], or

 , or Betsy Figgie, Investor Relations,

[phone], or  , both of National City

Corporation



Web site:  http://www.nationalcity.com/

http://svgsbank.com/

http://wcnb.com/ 

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