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                                                                   Exhibit 10.17

                NATIONAL CITY CORPORATION 1997 STOCK OPTION PLAN

               AS AMENDED AND RESTATED EFFECTIVE OCTOBER 22, 2001

1. AMENDMENT AND RESTATEMENTS

(a) The National City Corporation 1997 Stock Option Plan as amended and restated
effective October 22, 2001 is an amendment, restatement and continuation of the
National City Corporation 1997 Stock Option Plan.

(b) Purposes - The purposes of this 1997 Stock Option Plan are to provide
employment incentives and to encourage capital accumulation and stock ownership
by Eligible Employees of National City Corporation ("National City") 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
City or any of its Subsidiaries an alternative method of realizing the benefits
provided by such stock options.


2. DEFINITIONS.

As used in this Plan,

(a) "Additional Option" 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 5.

(b) "Additional Option Feature" means a feature of an Option that provides for
the automatic grant of an Additional Option in accordance with the provisions
described in Section 5.

(c) The term "Appreciation Right" means a right granted pursuant to Section 6 of
this Plan.

(d) The term "Board of Directors" means the Board of Directors of National City.

(e) The term "Committee" means the Committee provided for in Paragraph 10(a) of
this Plan.

(f) "Covered Executive" shall mean any individual who, is or is determined by
the Committee to be likely to become a "covered employee" within the meaning of
Section 162(m) of the Internal Revenue Code.

(g) The term "Common Stock" means Common Stock, par value $4 per share, of
National City or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Section 8 of this
Plan.
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(h) The term "Eligible Employees" 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 City or of any of its Subsidiaries.

(i) "Executive Officer" shall mean the chairman, chief executive officer,
president, vice chairman, executive vice president or a similar officer of the
Corporation, anyone designated by the Board as an executive officer of the
Corporation or a Covered Executive.

(j) The term "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended from time to time.

(k) The term "Incentive Stock Option" means an Option Right granted by National
City to an Eligible Employee, which Option Right is intended to qualify as an
"Incentive Stock Option" as that term is used in Section 422 of the Internal
Revenue Code.

(l) "Market Value per Share" means, at any date, the closing price, per share,
of the shares of Common Stock, on the New York Stock Exchange on the trading day
immediately preceding such 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 using quotations in such other
market.

(m) The term "Optionee" shall mean the optionee named in an agreement evidencing
an Outstanding Option.

(n) The term "Option Right" means the right to purchase a share of Common Stock
upon exercise of an Outstanding Option.

(o) The term "Outstanding Option" means, at any time, an option to purchase
shares of Common Stock granted by National City or any of its Subsidiaries
pursuant to this Plan or any other stock option plan of National City or any
such Subsidiary now or hereafter in effect, or pursuant to any stock option plan
of any corporation which is merged into National City and where National City
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.

(p) The term "Spread" 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.

(q) The term "Subsidiary" shall mean any corporation in which at the time
National City owns or controls, directly or indirectly, not less than 50% of the
total combined voting power represented by all classes of stock issued by such
corporation.
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3. SHARES AVAILABLE UNDER PLAN.

(a) 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.

(b) Subject to adjustments in accordance with Paragraph 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 30,000,000 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 City (i) in connection with the exercise of an Option
Right or (ii) in payment of federal, state and local income tax withholding
liabilities upon exercise of an Option Right.

(c) Subject to adjustments in accordance with Paragraph 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
30,000,000.

(d) 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 City or of any of its
Subsidiaries, anything in this Plan or such other stock option plan to the
contrary notwithstanding.


4. GRANTS OF OPTION RIGHTS.

(a) 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 paragraph 4(c) below.

(b) The Board may, from time to time and upon such terms and conditions as it
may determine, specify a number of Option Rights that the chief executive
officer of National City may grant to Eligible Employees who are not Executive
Officers. The terms of such Option Rights, including the exercise price (which
may include a formula by which such price may be determined) and whether the
Option Rights shall have the Additional Option Feature shall be established by
the Board and shall be subject to all of the limitations contained in paragraph
4(c). Each grant of Option Rights by the chief executive officer of National
City may utilize any or all of the authorizations specified by the Board, and
shall be subject to all of the limitations contained in Paragraph 4(c).

(c) All Option Right grants shall be subject to all of the following
limitations:

1. Each grant shall specify the number of shares of Common Stock to which it
pertains.
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2. Each grant shall specify an option price per share not less than the Market
Value per Share on the date of grant.

3. 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 6,000,000 Option Rights or Appreciation Rights, subject
to adjustment pursuant to Paragraph 8 of this Plan over any ten year period.

4. Option Rights granted under this Plan may be (i) options which are intended
to qualify under particular provisions of the Internal Revenue Code, as in
effect from time to time, (ii) options which are not intended so to qualify, or
(iii) combinations of the foregoing.

5. The date of grant of each Option Right shall be the date of its authorization
by the Board of Directors, or chief executive officer of National City (as
applicable) 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 10 years from such date of grant.

6. Upon exercise of an Option Right, the option price shall be payable (i) in
cash, (ii) by the transfer to National City 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.

7. Each grant of Option Rights 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 Eligible Employee and shall
contain such terms and provisions, consistent with this Plan, as the Board of
Directors may approve.

8. 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. If National City shall ever be deemed to have a "parent," as such term
is used in Section 422A of the Internal Revenue Code, as amended, then Option
Rights intended to be Incentive Stock Options, granted under such parent's Stock
Option plans, shall be included in the definition of Option Rights for the
purpose of determining the $100,000 limitation.


5. ADDITIONAL OPTION.

(a) The Board of Directors may, at or after the date of grant, or authorize the
granting of Option Rights or the date the Option Rights are authorized pursuant
to Paragraph 4(b)of this Plan, grant Additional Options. Additional Options may
be granted with respect to any Outstanding Option.

(b) 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
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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'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:

         (1) The Additional Option shall cover the number of shares of Common
         Stock equal to the sum of (A) 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) 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;

         (2) The Additional Option will not have an Additional Option Feature
         unless the Board of Directors directs otherwise;

         (3) 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;

         (4) The Additional Option shall have the same termination date and
         other termination provisions as the underlying Option that had the
         Additional Option Feature.


6. GRANTS OF APPRECIATION RIGHTS.

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 City 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:

(a) 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.

(b) Any grant may specify that the amount payable on exercise of an Appreciation
Right may be paid by National City 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.
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(c) 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.

(d) 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.

(e) 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 11(c) of
this Plan, and contain such other terms and provisions, consistent with this
Plan, as the Board of Directors may approve.


7. TRANSFERABILITY.

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's lifetime only by the Optionee or by the
Optionee's guardian or legal representative.


8. ADJUSTMENTS.

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) and (c)
and 4(c) 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
City, 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.


9. FRACTIONAL SHARES.

National City 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.
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10. ADMINISTRATION OF THE PLAN.

(a) 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 and Organization Committee of the Board of Directors, a
subcommittee of the Compensation and Organization Committee, or another
committee of directors of National City appointed by the Board of Directors to
serve as the committee responsible for administering this Plan (the
"Committee"). To the extent of such delegation, references herein to the "Board
of Directors" 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 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.

(b) 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.


11. AMENDMENTS, ETC.

(a) This Plan may be amended from time to time by the Board of Directors but
without further approval by the stockholders of National City no such amendment
shall (i) increase the maximum numbers of shares of Common Stock specified in
Paragraphs 3(b) and (c) and 4(c) of this Plan (except that adjustments
authorized by Paragraph 8 of this Plan shall not be limited by this provision),
(ii) change the definition of "Eligible Employees", or (iii) materially increase
the benefits accruing to Optionees hereunder.

(b) Except as provided in section 8 of the Plan, the Committee shall not,
without the further approval of stockholders 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 stockholders of National City.

(c) 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.

(d) 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.
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12. ASSUMPTIONS.

(a) In the event that a corporation is merged into National City, and National
City 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 2 through 10 hereunder.


13. MISCELLANEOUS.

(a) All expenses and costs in connection with the operation of the Plan shall be
borne by National City.

(b) This Plan shall be construed in accordance with and governed by the internal
substantive laws of the State of Delaware.

(c) This Plan shall be binding upon and inure to the benefit of National City,
its successors and assigns and each Participant and his or her beneficiaries,
heirs, executors, administrators and legal representatives.