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                                                                  Exhibit 10.25

                            NATIONAL CITY CORPORATION

                     SUPPLEMENTAL CASH BALANCE PENSION PLAN

                   (as Amended and Restated November 1, 2001)



                       ARTICLE 1. THE PLAN AND ITS PURPOSE

      1.1 Amendment and Restatement of the Plan. The following are the
provisions of the National City Corporation Supplemental Cash Balance Plan
(herein referred to as the "Plan") effective as of November 1, 2001 (herein
referred to as the "Effective Date"), which is an amendment and restatement of
the Plan which was in effect prior thereto. The Plan as amended and restated
herein is effective as of the Effective Date with respect to certain employees
who retire, become disabled, die or otherwise terminate employment on or after
the Effective Date. Benefits with respect to Employees who retired, became
disabled, died or otherwise terminated employment prior to the Effective Date
shall be governed by the provisions of the relevant plans in effect on the date
of such death, disability, retirement or other termination and not by the
provisions of the Plan.

      1.2 Purpose. The purpose of the Plan is to provide for the payment of
certain pension and survivor benefits in addition to benefits which may be
payable under other Plans of the Corporation. The Corporation intends and
desires by the provisions of the Plan to recognize the value to the Corporation
of the past and present service of employees covered by the Plan and to
encourage and assure their continued service to the Corporation by making more
adequate provision for their future security than other Plans of the Corporation
provide.

      1.3 Operation of the Plan. The Plan shall be administered by the Plan
Administrator.


                             ARTICLE 2. DEFINITIONS

      2.1 Definitions. Whenever used herein, the following terms shall have the
meanings set forth below, unless otherwise expressly provided. When the defined
meaning is intended, the term is capitalized.

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            (a) Accrued Benefit: The benefit to which a Participant is entitled
at any date expressed as a monthly benefit payable in the form of a single life
annuity commencing on such date that is equal to the amount determined by
dividing (a) by (b), where (a) is the Participant's Supplemental Cash Balance
Account as of such date and (b) is the immediate annuity factor for one dollar
of benefit payable as a single life annuity based upon the Participant's age in
completed years and months as of such date. The immediate annuity factor shall
be based on the applicable actuarial assumptions set forth in the NC Retirement
Plan.

            (b) Active Participant: A Participant shall be an Active Participant
for a Plan Year if the sum of his/her "Earnings" under the NC Retirement Plan
together with his/her Supplemental Earnings exceeds the annual limit on
compensation set forth in Section 401(a)(17) of the Internal Revenue Code, as in
effect for such Plan Year.

            (c)   Actuarially Equivalent Benefit: The actuarially equivalent
benefit determined under the Plan using the actuarial factors set forth in
the NC Retirement Plan.

            (d) Benefit Commencement Date : The first day of the first period
for which a Participant's benefits are to be paid as an annuity or any other
form, without regard to whether the Participant's benefit is actually paid or
commences to be paid on such date.

            (e)   Change in Control:  The term "Change in Control" shall have
the meaning set forth in Section 11.2 of the Plan.

            (f) Corporation: National City Corporation, a Delaware corporation,
and any successor corporation.

            (g) Committee: The Compensation and Organization Committee of the
Board of Directors of the Corporation.

            (h) Current Supplemental Cash Balance Account: As of any date, the
Participant's Supplemental Cash Balance Account as determined by taking into
account the Participant's Supplemental Pay Credits as of such date and Interest
Credits through that date (without regard to Interest Credits, if any, provided
for under the Plan for periods after that date).


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            (i) Death Beneficiary: The person (natural or legal) who may be
entitled to receive benefits payable under the Plan in the event of the death of
a Participant. Such person or persons may be designated by the Participant (and
such designation may be revoked or changed without the consent of any previously
designated Death Beneficiary), only by an instrument, in form acceptable to the
Plan Administrator, signed by the Participant and filed with the Plan
Administrator before the earlier of (i) the Participant's death, or (ii) the
Participant's Benefit Commencement Date. In the event that a Death Beneficiary
shall not have been designated hereunder (or, if so designated shall have not
survived the Participant), a Participant's Death Beneficiary shall be the person
designated or otherwise treated as his or her designated beneficiary under the
NC Retirement Plan.

            (j) Effective Date: See Section 1.1.

            (k) Employee: An individual employed with an Employer

            (l) Employer: The Corporation or any corporation, organization or
entity controlled by the Corporation.

            (m) FICA: The Federal Insurance Contributions Act.

            (n) Interest Credits: Each Supplemental Cash Balance Account shall
be credited with interest. The annual rate of interest to be credited shall be
the applicable rate of interest set forth in Section 1.1(2) of the NC Retirement
Plan. No interest shall be credited for periods after the Participant's Benefit
Commencement Date.

            (o) Internal Revenue Code: The Internal Revenue Code of 1986, as
amended and in effect from time to time of the effective date(s) of such
amendment(s), and the same is hereby specifically referred to.

            (p) NC Retirement Plan: The National City Non-Contributory
Retirement Plan as amended and restated as of January 1, 1999 and as may be
amended and restated from time to time thereafter

            (q) Normal Retirement Date: The term "Normal Retirement Date" shall
have the same meaning as in the NC Retirement Plan.


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            (r) Participant: An Employee who has been selected by the Plan
Administrator or the Committee pursuant to Article 3 of the Plan for
participation in the Plan.

            (s) Plan: The Supplemental Cash Balance Plan as effective on and
after the Effective Date.

            (t) Plan Administrator: The committee consisting of the Corporate
Director Human Resources, the Director Executive Compensation, and the Director
Compensation & Benefits, or such other group as established by the Corporate
Director Human Resources to serve as administrator of the Plan.

            (u) Plan Year: The 12-month period commencing on January 1 and
ending on December 31 of each year.

            (v) Supplemental Cash Balance Account: The notional account
established and maintained for a Participant which shall be credited with (a)
Supplemental Pay Credits and (b) Interest Credits.

            (w) Supplemental Early Retirement Benefit: The early retirement
benefit provided for by Section 4.3 of the Plan.

            (x) Supplemental Earnings: All compensation paid to an Employee or
electively deferred by an Employee excluding:

                  (1) automobile and parking allowances, relocation expense
                  payments, tuition reimbursements, signing bonuses, business
                  expense reimbursements, the value of flex vacation bought or
                  sold, Employer-paid club dues, cash payments upon the exercise
                  of stock appreciation rights, cash payments upon the exercise
                  of or disposition of stock options, dividends paid upon
                  restricted stock, cash payments under any long-term incentive
                  plan, deferred cash payments, Mexican tax refunds, medical
                  supplemental adjustment payments, tax adjustments on certain
                  payments, the lapse of restricted stock, payments under
                  nonqualified retirement plans,


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                  lump sum severance payments and amounts not taxable to an
                  Employee; and

                  (2) bonuses, commissions, incentive compensation payments
                  (other than all forms of long-term incentive compensation
                  payments excluded under paragraph (1) above) or other forms of
                  special compensation, whether paid in cash to or electively
                  deferred by an Employee, to the extent the total of such
                  amounts exceeds $500,000;

reduced by the amount credited as "Earnings" under the NC Retirement Plan.

            (y) Supplemental Late Retirement Benefit: The late retirement
benefit provided for by Section 4.3 of the Plan.

            (z) Supplemental Normal Retirement Benefit: The benefit provided for
by Section 4.2 of the Plan.

            (aa) Supplemental Pay Credits: A Supplemental Pay Credit shall be
credited to the Supplemental Cash Balance Account of each Participant who was an
Active Participant during that Plan Year. The Supplemental Pay Credit shall be
calculated in the same manner as "Pay Credits" are calculated under Section
1.1(33)(a) of the NC Retirement Plan, except that: (1) such Supplemental Pay
Credits shall be calculated on the basis of Supplemental Earnings; and (2) such
Supplemental Pay Credits shall be calculated without regard to any "additional
Pay Credits" which might be credited under Section 1.1(33)(b) of the NC
Retirement Plan.

            (bb) Supplemental Retirement Benefit: The benefit provided for by
Section 4.1 of the Plan.

            (cc) Vesting Event: The earliest of the following dates with respect
to a Participant:

                  (1)   the later of the date the Participant: (i) has
                        attained age fifty-five (55) or (ii) has completed
                        five (5) years of Vesting Service;

                  (2)   the date any benefit is in payment status hereunder; or


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                  (3)   the Effective Date of a Change in Control (as determined
                        in accordance with Section 11.3).

            (dd) Vesting Service: Vesting Service shall mean Vesting Service as
determined under the NC Retirement Plan as in effect from time to time.

            (ee) Voting Stock:Voting Stock shall mean the then outstanding
securities of a company entitled to vote generally in the election of directors.



                    ARTICLE 3. ELIGIBILITY AND PARTICIPATION

      3.1 Eligibility. The eligibility for benefits under the Plan shall be
limited to management and highly-compensated Employees. The Plan Administrator
shall, from time to time and in its discretion designate certain Employees of
the Corporation or its subsidiaries to be eligible for benefits under the Plan.
Notwithstanding the above, the Committee may from time to time direct the Plan
Administrator regarding the designation of certain Employees as to eligibility
for benefits under the Plan. In such instances the Plan Administrator shall have
no discretion and shall follow the instructions of the Committee.

      3.2 Removal from Participation. The Committee may, from time to time and
in its sole discretion, remove any employee from the list of eligible Employees,
provided such removal shall be effective only upon communication thereof in
writing to the Participant prior to the earlier to occur of the following dates:
(1) the date of the Participant's death, disability, or retirement, whichever
first occurs, and (2) the date of the Committee's approval of the Participant's
Early Retirement as provided for in Article 4 hereof, and provided further that
in the event such removal takes place after a Vesting Event, such removal shall
not serve to reduce any Participant's Accrued Benefit. Upon a removal of a
Participant prior to the occurrence of a Vesting Event he or she shall no longer
be a Participant in the Plan.


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                       ARTICLE 4. PLAN RETIREMENT BENEFIT

      4.1   Supplemental Retirement Benefits.  "Supplemental Retirement
Benefits" constitute the Supplemental Normal Retirement Benefit, the
Supplemental Early Retirement Benefit and the Supplemental Late Retirement
Benefit provided for by this Article 4.

      4.2   Eligibility for Supplemental Normal Retirement Benefit.  Each
Participant becomes eligible for a Supplemental Normal Retirement Benefit
upon his/her Normal Retirement Date.

      4.3 Eligibility for Late or Early Retirement Benefit. A Participant shall
become eligible for a Supplemental Early Retirement upon the first day of the
calendar month following the later of (i) the Participant's attainment of age 55
and, (ii) his/her completion of 10 years of Vesting Service. Notwithstanding the
foregoing, a Participant may also become eligible for a Supplemental Early
Retirement Benefit prior to attainment of age 55, or may continue in employment
after age 65 and thus become eligible for a Supplemental Late Retirement
Benefit, but only upon the approval of the Committee, acting in its sole
discretion.

      4.4 Supplemental Normal Retirement Benefit. The annual Supplemental Normal
Retirement Benefit shall be an amount per month equal to the Participant's
Accrued Benefit. Such Supplemental Normal Retirement Benefit shall begin with
the month following the termination of employment and continue during his/her
lifetime, the last monthly payment to be made on the first day of the month in
which he/she dies.

      4.5 Supplemental Late Retirement Benefit. The annual Supplemental Late
Retirement Benefit shall be an amount per month equal to the Participant's
Accrued Benefit. Such Supplemental Late Retirement Benefit shall begin with the
month following the termination of employment and continue during his/her
lifetime, the last monthly payment to be made on the first day of the month in
which he/she dies.

      4.6 Supplemental Early Retirement Benefit. The annual Supplemental Early
Retirement Benefit shall be an amount per month equal to the Participant's
Accrued Benefit as of his/her benefit commencement date. A Participant may elect
to receive a Supplemental Early


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Retirement Benefit commencing on the first day of any month (not later than the
first day of the month following his/her Normal Retirement Date) designated by
him/her which date is subsequent to his/her termination of employment and
continuing during his/her lifetime, the last monthly payment to be made on the
first day of the month in which he/she dies.

      4.7 Offset of Supplemental Retirement Benefit. During the first five years
of payment of any Plan benefits, the amount otherwise payable to a Participant
or Death Beneficiary hereunder shall be reduced by the amount of the payments,
if any, made from time to time by the Employer of the Participant's portion of
FICA taxes pursuant to Section 6.3 of the Plan ("FICA Payment") divided by five
(with the consequent loss to the Employer in the event the benefits cease before
the end of the five year period). Further, to the extent the Participant's or
Death Beneficiary's benefit under the Plan is distributed in whole or in part by
lump sum payment, the FICA Payment shall be deducted from such lump sum payment
(to zero, if such be the case) and any FICA Payment not so reimbursed shall be
divided equally among the benefit payments scheduled over the next five years.

      4.8 Payment of Plan Retirement Benefit. The Plan Retirement Benefit shall
be payable pursuant to the same optional forms as are permitted to be elected
under the NC Retirement Plan other than the Partial Lump Sum Option thereunder,
provided however, that (1) the form and method of payment is subject to the
approval of the Plan Administrator, acting in its discretion, and (2) there
shall be no requirement for consent of Participant's spouse for any election to
be effective under the Plan. Notwithstanding anything in this Section 4.8 to the
contrary, the Plan Administrator in its sole discretion may select a combination
of methods of payment of the Plan Retirement Benefit and may permit or require a
Participant to receive his/her Plan Retirement Benefit in whole or in part as a
lump sum payment.


                    ARTICLE 5. SUPPLEMENTAL SURVIVOR BENEFIT

      5.1 Eligibility for Supplemental Survivor Benefit. If a Participant dies
before his/her Benefit Commencement Date, his/her Death Beneficiary shall be
entitled to a monthly


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supplemental survivor benefit payable in the form of a single life annuity for
the rest of his/her life. If the Participant dies before he/she has satisfied
the eligibility requirements for an early or normal retirement benefit under the
plan, the amount of such supplemental survivor benefit shall be equal to 50% of
the Participant's Accrued Benefit. If the Participant dies after he/she has
satisfied the eligibility requirements for an early or normal retirement benefit
under the plan, the amount of such supplemental survivor benefit shall be equal
to 66-2/3% of the Participant's Accrued Benefit. If any survivor benefit is paid
or commences to be paid prior to the date on which the Participant would have
attained his/her Normal Retirement Date, the amount of such survivor benefit
shall be based upon the current Supplemental Cash Balance Account as of such
earlier date. In lieu of the benefit payable in the form of a single life
annuity, the Death Beneficiary may elect to have the survivor benefit paid in
the form of a single lump sum payment which is the Actuarial Equivalent Benefit
of such single-life annuity.

      5.2 Commencement of Survivor Benefit. The survivor benefit provided in
Section 5.1 shall commence to be paid to the Death Beneficiary on the first day
of any month after the Participant's Death, but in no event later than the
December 1 of the calendar year immediately following the calendar year in which
the Participant died. Notwithstanding the foregoing provision of this Section,
if a Death Beneficiary does not elect to receive or commence to receive his/her
survivor benefit at least 30 days before the December 1 of the calendar year
immediately following the calendar year in which the Participant died, the
survivor benefit shall be paid to the Death Beneficiary in the form of a single
lump sum distribution by the December 31 of the calendar year.


                            ARTICLE 6. MISCELLANEOUS

      6.1 Payment of Benefits. Benefits hereunder shall be paid by the
Corporation from its general assets, and shall not be paid from any trust fund
established pursuant to any one or more of the Corporation's qualified
retirement Plans. All other provisions of the Plans relating to the payment of
benefits, including but not limited to the dates of first and last payment of
any


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benefits and the normal and optional forms of benefit payment, shall apply to
the payment of benefits hereunder, except as otherwise specifically provided
herein.

      6.2 Administration. Except as herein provided, the Plan shall be
administered by the Plan Administrator which shall administer it in a manner
consistent with the administration of the NC Retirement Plan, except that the
Plan shall be administered as an unfunded Plan which is not intended to meet the
qualification requirements of Section 401 of the Internal Revenue Code. The Plan
Administrator shall have full power and authority to interpret, construe and
administer the Plan and the Plan Administrator's interpretations and
construction hereof, and actions hereunder, including the timing, form, amount
or recipient of any payment to be made hereunder, shall be binding and
conclusive on all persons for all purposes. Neither the Plan Administrator nor
any member thereof shall be liable to any person for any action taken or omitted
in connection with the interpretation and administration of the Plan unless
attributable to his or her own willful misconduct or lack of good faith.

      6.3 Corporation's Potential Payment of FICA Tax. The Corporation may, in
its sole discretion, pay, for and on behalf of a Participant, the amount, if
any, of such Participant's portion of any FICA taxes which may accrue and become
payable during the Participant's employment which results from such
Participant's Accrued Benefit, and the amount of any such payments(s) by the
Employer (without interest) shall serve to reduce such Participant's benefits
under this Plan, to the extent as is otherwise provided in the Plan.

      6.4 Participants' Rights; Death Beneficiary's Rights. Except as otherwise
specifically provided, neither a Participant nor a Death Beneficiary has rights
under the Plan. It is specifically intended that no benefits shall be payable
under the Plan to a Participant or his/her Death Beneficiary prior to the
Participant's retirement on or after his/her Normal Retirement Date, on or after
his/her meeting the requirements for an Supplemental Early Retirement Benefit
(as set forth in Section 4.3) or, upon Committee approval in accordance with the
provisions of Section 4.3 hereof, at an earlier age, excepting only (a) Survivor
Benefits payable to a Death Beneficiary pursuant to Article 5 of the Plan in the
event of the death of the Participant prior to


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retirement, and (b) the payment of benefits after the occurrence of a Vesting
Event with respect to the Participant. No Participant or his or her Death
Beneficiary shall have any title to or beneficial ownership in any assets of the
Corporation as a result of the Plan or its benefits.

      6.5 Timing of Payments Hereunder. Notwithstanding any other provision of
the Plan, the Committee may, in its discretion, determine that benefits under
the Plan may be made at any time prior to a Participant's Normal Retirement Date
or retirement, whichever first occurs.


                        ARTICLE 7. AMENDMENT; TERMINATION

      The Corporation expects to continue the Plan indefinitely, but reserves
the right, by action of the Committee, to amend it from time to time, or to
discontinue it if such a change or discontinuance is deemed necessary or
desirable. However, if the Plan should be amended or discontinued, the
Corporation shall remain obligated for benefits under the Plan with respect to
Participants and Death Beneficiaries whose benefits are in payment status at the
time of such action, with respect to any other Participants who have attained
Normal Retirement Age as of the date of such action, and, with respect to
Accrued Benefits, with respect to any other Participant as to whom a Vesting
Event has occurred.


                            ARTICLE 8. UNFUNDED PLAN

      Plan Not Funded.  The Plan is an unfunded Plan and its benefits are
payable solely from the general assets of the Corporation.


                             ARTICLE 9. FORFEITURES

      Notwithstanding any provision in the Plan to the contrary excepting only
the provisions of Article 11, in the event the Committee finds:

            (a) that an Employee or former Employee who has an interest under
      the Plan has been discharged by his or her Employer in the reasonable
      belief (and such reasonable


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      belief is the reason or one of the reasons for such discharge) that the
      Employee or former Employee did engage in fraud against the Employer or
      anyone else, or

            (b) that an Employee or former Employee who has an interest under
      the Plan has been convicted of a crime as a result of which it becomes
      illegal for his Employer to employ him or her;

then any amounts held under the Plan for the benefit of such Employee or former
Employee or his or her beneficiaries shall be forfeited and no longer payable to
such Employee or former Employee or to any person claiming by or through such
Employee or former Employee.

      Each Participant agrees to the foregoing forfeiture provisions by his or
her acceptance of his or her invitation to participate in the Plan and by his or
her continued participation.


                     ARTICLE 10. RESTRICTIONS ON ASSIGNMENTS

      The interest of a Participant or his/her Death Beneficiary may not be
sold, transferred, assigned, or encumbered in any manner, either voluntarily or
involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge the same shall be null and void; neither
shall the benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagements, or torts of any person to whom such benefits or funds
are payable, nor shall they be subject to garnishment, attachment, or other
legal or equitable process nor shall they be an asset in bankruptcy.


                          ARTICLE 11. CHANGE IN CONTROL

      11.1  Treatment of Awards.  In the event of a Change in Control:

                  (a)  The Effective Date of such Change in Control shall be
            deemed a Vesting Event with respect to all Participants, and

                  (b) The rights of all Participants in their Accrued Benefits
            hereunder as of the Effective Date of such Change in Control shall
            be 100% vested and nonforfeitable, notwithstanding any other
            provision hereof.


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      11.2  Definition of Change in Control.  "Change in Control" means the
occurrence of any of the following events:

                  (a) The Corporation is merged, consolidated or reorganized
            into or with another corporation or other legal person, and as a
            result of such merger, consolidation or reorganization less than
            sixty-five percent of the combined voting power of the
            then-outstanding securities of such corporation or person
            immediately after such transaction are held in the aggregate by the
            holders of Voting Stock of the Corporation immediately prior to such
            transaction;

                  (b) The Corporation sells or otherwise transfers all or
            substantially all of its assets to another corporation or other
            legal person, and as a result of such sale or transfer less than
            sixty-five percent of the combined voting power of the
            then-outstanding Voting Stock of such corporation or person
            immediately after such sale or transfer is held in the aggregate by
            the holders of Voting Stock of the Corporation immediately prior to
            such sale or transfer;

                  (c) The Corporation files a report or proxy statement with the
            Securities and Exchange Commission pursuant to the Exchange Act
            disclosing in response to Form 8-K or Schedule 14A (or any successor
            schedule, form or report or item therein) that a change in control
            of the Corporation has occurred or will occur in the future pursuant
            to any then-existing contract or transaction; or

                  (d) If, during any period of two consecutive years,
            individuals who at the beginning of any such period constitute the
            Directors of the Corporation cease for any reason to constitute at
            least a majority thereof; provided, however, that for purposes of
            this clause (d) each Director who is first elected, or first
            nominated for election by the Corporation's stockholders, by a vote
            of at least two-thirds of the Directors of the Corporation (or a
            committee thereof) then still in office who were Directors of the
            Corporation at the beginning of any such period will be


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            deemed to have been a Director of the Corporation at the beginning
            of such period.

                  (e) Notwithstanding the foregoing provisions of Sections
            11.2(a), 11.2(b) or 11.2(c), in the case where the individuals who
            constitute the Directors of the Corporation at the time a specific
            transaction described in Sections 11.2(a), 11.2(b) or 11.2(c) is
            first presented or disclosed to the Board will, by the terms of the
            definitive agreement for that transaction, constitute at least a
            majority of the members of the board of directors of the resulting
            corporation or person immediately following such transaction, then,
            prior to the occurrence of any event that would otherwise constitute
            a Change in Control under any of the foregoing provisions of this
            Section 11.2, the Board may determine by majority vote of the Board
            that the specific transaction does not constitute a Change in
            Control under Sections 11.2(a), 11.2(b) or 11.2(c)

      11.3 Effective Date of Change in Control. Notwithstanding the foregoing,
in the event a Change in Control ultimately results from discussions or
negotiations involving the Corporation or any of its officers or directors the
Effective Date of such Change in Control shall be the date such discussions or
negotiations commenced.


                  ARTICLE 12. BINDING ON CORPORATION, EMPLOYEES

                              AND THEIR SUCCESSORS

      The Plan shall be binding upon and inure to the benefit of the
Corporation, its successors and assigns and each Participant and his or her
surviving spouse, beneficiaries, heirs, executors, administrators and legal
representatives.


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                           ARTICLE 13. LAWS GOVERNING

      The Plan shall be construed in accordance with and governed by the laws of
the State of Ohio.

      Executed this 22nd day of October, 2001 at Cleveland, Ohio, but effective
as of November, 2001.



                                          NATIONAL CITY CORPORATION



                                          By: /s/ Shelley J. Seifert
                                              --------------------------------


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