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                                                                   Exhibit 10.27

                            NATIONAL CITY CORPORATION
                             2001 STOCK OPTION PLAN
                             As Amended And Restated
                           Effective October 22, 2001

1.    AMENDMENT AND RESTATEMENT

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

            (b) Purposes - The purposes of this Plan are to provide employment
      incentives and to encourage capital accumulation and stock ownership by
      eligible Employees of National City or any of its Subsidiaries.

2.    DEFINITIONS.  As used in this Plan

            (a) "Additional Option" means an Option Right granted to an Optionee
      in connection with the exercise of an option as described in Section 5.

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

            (c) "Board" means the board of directors of National City.

            (d) "Committee" means the Committee provided for in paragraph 10(a)
      of this Plan.

            (e) "Common Stock" means common stock, par value $4 per share, of
      National City and 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.

            (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) "Eligible Employees" means persons who are officers (including
      officers who are members of the Board) and/or key employees of National
      City or of any of its Subsidiaries.

            (h) "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 Board as an executive
      officer of the Corporation or a "Covered Executive".

            (i) "Internal Revenue Code" means the 1986 Internal Revenue Code, as
      amended from time to time.

            (j) "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.

             (k) "Market Value per Share" means, at any date, the closing price,
      per share, of a share 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


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      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.

            (l) "National City" means National City Corporation, a Delaware
      corporation.

            (m) "Option Agreement" means the written agreement between the
      Optionee and National City relating to the grant of Option Rights to the
      Optionee.

            (n) "Optionee" means the optionee named in an Option Agreement.

            (o) "Option Price" means the per share amount the Optionee must pay
      in order to exercise an Option Right.

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

            (q) "Outstanding Option" means, at any time, an option to purchase
      shares of Common Stock granted by National City 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, assumed the obligations of such corporation under
      such stock option plan, all whether or not such option is at the time
      exercisable, to the extend that such option at such time has neither been
      exercised nor terminated.

            (r) "Plan" means the National City Corporation 2001 Stock Option
      Plan as amended and restated effective October 22, 2001.

            (s) "Subsidiary" shall mean any entity in which at the time Nation
      City owns or controls, directly or indirectly, not less than 50% of the
      total combined voting power represented by all classes of voting equity
      securities.

      3.    SHARES AVAILABLE UNDER PLAN

            (a) The shares of Common Stock that may be made the subject of
      Option 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 Section 8 of this
      Plan, the maximum number of shares of Common Stock that may be sold upon
      the exercise of Option Rights granted pursuant to this Plan shall be
      30,000,000. 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 (a) in
      connection with the exercise of an Option Right or (b) in payment of the
      minimum applicable federal, state, local and foreign tax withholding
      liabilities upon exercise of an Option Right.

            (c) Notwithstanding anything in this Section 3, or elsewhere in the
      Plan, to the contrary and subject to adjustments as provided in Section 8,
      the maximum number of shares of Common Stock that may be sold upon the
      exercise of Incentive Stock Options granted pursuant to the Plan shall be
      30,000,000.

      4.    GRANTS OF OPTION RIGHTS

            (a) The Board 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


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      such grant may utilize any or all of the authorizations, and shall be
      subject to all of the limitations, contained in Paragraph 4(c).

            (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.

            2. Each grant shall specify an Option Price per share and, except
            for any stock options assumed by the Board pursuant to Section 12 of
            this Plan, the Option Price shall not be less than the Market Value
            per Share as of 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 over any five-year period, subject to adjustments as
            provided in Section 8 of this Plan.

            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 later of the
            date of its authorization or the date established by the Board or
            chief executive officer (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 Option
            Agreement executed on behalf of National City by any officer
            designated by the Board 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 may approve. The
            execution and delivery of the Option Agreement by the Optionee shall
            be a condition precedent to the grant of Option Rights becoming
            effective. A failure to execute and deliver the Option Agreement
            within sixty (60) days after the grant of the Option Rights may
            terminate the Option Rights grant upon the determination of the
            Board or, for options granted by the chief executive officer
            pursuant to Paragraph 4(b) of the Plan, the chief executive officer.


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5.    ADDITIONAL OPTION

      (a) The Board may, at or after the date of grant of Option Rights, grant
      or authorize the granting of 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 tendered or relinquished as payment of the
      amount to be withheld under applicable federal, state, local and foreign
      tax laws (at withholding rates not to exceed the minimum applicable
      statutory tax withholding 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 an Outstanding
            Option to which such Additional Option Feature related and (B) the
            number of shares of Common Stock tendered or relinquished as payment
            of the amount to be withheld under applicable federal, state, local
            and foreign tax laws (at withholding rates not to exceed the minimum
            applicable statutory tax withholding rates) 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 directs otherwise;

            3. The Additional Option Price shall be 100% of the Market Value per
            Share on the date of the exercise of the 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.    WITHHOLDING TAXES

            To the extent that the amounts available to National City are
      insufficient to satisfy the federal, state local and foreign minimum tax
      withholding requirements in connection with any payment to be made or
      benefit to be realized by an Optionee under this Plan, the Optionee shall
      make arrangements satisfactory to National City for payment of the balance
      of such taxes required to be withheld prior to receiving such payment or
      benefit. At the discretion of the Board, such arrangements may include
      relinquishment of a portion of such benefit. In no event, however, shall
      National City accept Common Stock for payment of taxes in excess of the
      minimum required tax withholding rates.

7.    TRANSFERABILITY

            Except as otherwise provided for by the Board, no Option Right shall
      be transferable by an Optionee other than by will or the laws of descent
      and distribution. Unless the Board directs otherwise, Option 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 may make or provide for such adjustments in the maximum
      numbers of shares of Common Stock specified in Paragraphs 3(b), 3(c) and
      4(c)(3) of this Plan, in


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      the numbers of shares of Common Stock covered by Option Rights granted
      hereunder, and in the prices per share applicable under such Option
      Rights, as the 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 a stock dividend,
      stock split, combination of shares, re-capitalization or other change in
      the capital structure of National City, merger, consolidation, spin-off,
      reorganization, partial or complete liquidation, issuance of right 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 may provide for the
      elimination of fractions or for the settlement of fraction in cash.

10.   ADMINISTRATION OF THE PLAN

            (a) This Plan shall be administered by the Board, which may from
      time to time delegate all or any part of its authority under this Plan to
      a committee of the Board of not less than three disinterested directors
      appointed by the Board (the "Committee"). To the extent of such
      delegation, references herein to the "Board" shall include the Committee.
      No Option Right shall be granted to any member of the Committee pursuant
      to this Plan so long as his membership continues.

            (b) The Board may name assistants who may be, but need not be,
      members of the Board. Such assistants shall serve at the pleasure of the
      Board, and shall perform such functions as are provided for herein and
      such other function as may be assigned by the Board.

            (c) The interpretation and construction by the Board of any
      provisions of this Plan or of any such agreement shall be final and
      conclusive.

            (d) No member of the Board or any assistant shall be liable for any
      action taken or omitted in connection with the interpretation or
      administration of the Plan or any Option Agreement 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 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), 3(c) and 4(c)(3) of this Plan (except that
      adjustments authorized by Section 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) The Board shall not authorize the amendment of any outstanding
      Option Right to reduce the Option Price except for adjustments as provided
      in Section 8 of this Plan. Furthermore, no Option Rights shall be
      cancelled and replaced with awards having a lower Option Price (except as
      may result from the issuance of Additional Options pursuant to Section 5
      of this Plan).

12.   ASSUMPTIONS

            In the event that a corporation is merged into National City, and
      National City is the survivor of such merger, the Board may elect, in its
      sole discretion, to assume under


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      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 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 for under this Plan.

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.




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