EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following Registration
Statements of National Processing, Inc. of our report dated January 23, 2003,
with respect to the consolidated financial statements of National Processing,
Inc. and subsidiaries included in its Annual Report on Form 10-K for the year
ended December 31, 2002.
Registration Statement Description Shares Registered
- ---------------------- ----------- -----------------
Form S-8 (333-53345) National Processing Company, Inc.
Nonemployee Directors Stock
Option Plan 200,000
Form S-8 (333-53347) National Processing Company, Inc.
1996 Stock Option Plan 4,000,000
Form S-8 (333-43556) National Processing Company, Inc.
2000 Stock Option Plan 5,000,000
Form S-3 (333-58958) National City Savings & Investment Plan 60,000
National City Savings & Investment Plan No. 2
National City Savings & Investment Plan No. 3
Pre-Effective Amendment National City Savings & Investment Plan
No. 1 to Form S-3 National City Savings & Investment Plan No. 2
(333-58958) National City Savings & Investment Plan No. 3
Form S-8 (333-71534) National Processing. Inc.
2001 Restricted Stock Plan 500,000
Post-Effective Amendment National City Savings & Investment Plan
No. 1 to Form S-3 National City Savings & Investment Plan No. 2
(333-58958) National City Savings & Investment Plan No. 3
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
February 17, 2003