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                                                                   EXHIBIT 10.17

                            NATIONAL CITY CORPORATION

                                 RETENTION PLAN

                             FOR EXECUTIVE OFFICERS

                            Effective April 29, 2003
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                  ARTICLE 1. ESTABLISHMENT AND PURPOSE OF PLAN

         1.1 Amendment and Restatement of the Predecessor Plan. The following
are the provisions of the National City Corporation Retention Plan for Executive
Officers, effective as of April 29, 2003 (the "Plan") which is an amendment and
restatement of the National City Corporation Long-Term Supplemental Incentive
Compensation Plan for Executive Officers, effective April, 22, 2002.

         The Plan shall be effective for all purposes with respect to Plan Years
commencing on or after January 1, 2000, and with respect to all determinations
to be made on or after April 29, 2003.

         1.2 Purpose. The purpose of the Plan is to maximize the returns to
stockholders, to promote the long-term profitability and success of the
Corporation, and to help build loyalty to the Corporation by providing a
retention incentive to those key executives of the Corporation who are primarily
responsible for such profitability and success.

         1.3 Operation of the Plan. The Plan shall be administered by the
Compensation and Organization Committee of the Board of Directors of the
Corporation. The Plan shall serve as a non-qualified plan providing for deferred
compensation as provided hereunder.



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                             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.

         (a)      "Account" shall mean an account to be established and
                  maintained by the Corporation in the name of each Participant,
                  as described in Article 9.

         (b)      "Award" shall mean the retention amount awarded a Participant
                  by the Committee subject to such vesting schedule established
                  by the Committee.

         (c)      "Board" shall mean the Board of Directors of the Corporation.

         (d)      "Committee" shall mean the Compensation and Organization
                  Committee of the Board, or another committee appointed by the
                  Board to serve as the administering committee of the Plan.

         (e)      "Corporation" shall mean National City Corporation, a
                  Delaware corporation.

         (f)      "Disability" shall mean the inability, by reason of a
                  medically determinable physical or mental impairment, to
                  engage in substantial and gainful activity for a continuous
                  period of 26 weeks or more as determined by the Committee.

         (g)      "Early Retirement" shall mean retirement at or after age 55
                  with at least ten years of service with the Employers prior to
                  Normal Retirement.

         (h)      "Effective Date of a Change in Control" see Article 11.

         (i)      "Eligible Employee" shall mean an Employee who is employed in
                  a position meeting the defined eligibility criteria for
                  participation in the Plan, as set forth in Article 3.

         (j)      "Employee" shall mean an individual employed by an Employer on
                  a regular active and full-time salaried basis.

         (k)      "Employer" shall mean the Corporation or any corporation,
                  organization or entity controlled by the Corporation.




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         (l)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

         (m)      "Normal Retirement" shall mean leaving the employ of all
                  Employers at or after the age 62 with at least twenty years of
                  continuous service with the Employers or at or after the age
                  65 with a least 5 years of continuous service with the
                  Employers.

         (n)      "Participant" shall mean an Eligible Employee who is approved
                  by the Committee for participation in the Plan. Such approval
                  shall be determined with respect to each Award the Committee
                  grants hereunder and shall be effective on the grant date.

         (o)      "Performance Period" shall mean a period of time during which
                  a Participant must render services in order to become vested
                  in his or her Award as provided under section 2.1 (u) (1).
                  Each Performance Period and vesting schedule shall be
                  established by the Committee in connection with the grant of
                  each Award hereunder.

         (p)      "Payment Date" means anytime during February of the Plan Year
                  following the Termination Date.

         (q)      "Plan" see Section 1.1.

         (r)      "Plan Year" shall mean the calendar year. The first Plan Year
                  is 2000.

         (s)      "Termination Date" means the later of (i) individual's last
                  day worked, or (ii) the last day an individual receives a
                  payment from an Employer either for services rendered or as
                  salary continuation.

         (t)      "Vesting Event" shall mean the earliest to occur of the
                  following events:

                  (1)      the date an Award vests according to the schedule
                           established by the Committee.




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                  (2)      the Effective Date of a Change in Control,

                  (3)      the date a Participant retires on a Normal
                           Retirement,

                  (4)      the date a Participant incurs a Disability,

                  (5)      the date of a Participant's death.

                  (6)      the date a Participant ceases to be an employee of
                           the Employers by reason of action initiated by the
                           Employers other than a termination for cause and
                           where Participant has executed a release, releasing
                           the Employers from any liability associated with or
                           arising out of Participant's employment or
                           termination of employment.

                  Upon a Vesting Event described in (1) above, the Participant
                  shall become vested in the portion of the Award called for in
                  the schedule established by the Committee unless earlier
                  vested by other Vesting Events. Upon a Vesting Event described
                  in (2), (3), (4), (5), or (6) above, the Participant shall
                  become 100% vested in all Awards. Upon a Participant's Early
                  Retirement the Committee shall have the discretion to vest any
                  portion or all of a Participant's Award. Notwithstanding the
                  foregoing, a Participant's Awards, whether vested or not,
                  shall be subject to the forfeiture provisions of Article 10.

         (u)      "Vesting Grant" shall mean a grant or that portion of a grant
                  that vests on any given day.

         (v)      "Vesting Grant Accrued Investment Credit" shall mean the
                  investment credit credited to a Participant's account under
                  Section 9.3 of the Plan with respect to any given Vesting
                  Grant.




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

         2.2 Gender and Number. Except when otherwise indicated by the context,
any masculine terminology used herein also shall include the feminine, and the
definition of any term in the singular shall include the plural.



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                    ARTICLE 3. ELIGIBILITY AND PARTICIPATION

         3.1 Eligibility. Eligibility for participation in the Plan will be
limited to those senior officers of the Corporation and its subsidiaries that
were awarded an Award prior to April 22, 2002.

         3.2 No Right to Participate. No Participant or Employee shall have a
right at any time to be selected for current or future participation in the
Plan.

                         ARTICLE 4. AWARD DETERMINATION

         4.1 Award. The amount of the Award that has been awarded to a
Participant under this Plan has been expressed as a dollar amount. Such amount
shall be vested upon a Vesting Event. No new Awards shall be awarded under the
Plan on or after the April 22, 2002.

                          ARTICLE 5. PAYMENT OF AWARDS

         5.1 Manner of Distribution. Subject to the discretion of the Committee,
the vested portion of a Participant's Account shall be distributed in accordance
with one or more of the following optional means of distribution elected by the
Participant:

         (a)      A single distribution of the vested Account made on the
                  Payment Date. if the Participant has submitted a payment
                  election form not less than one year prior to the Payment Date
                  electing this option.

         (b)      Five annual installments commencing on the Payment Date if the
                  Participant has submitted a payment election form not less
                  than one year prior to the Payment Date electing this option.
                  The remaining four installments shall be made each succeeding
                  February. Each distribution shall be equal to (i) the
                  Participant's vested Account, multiplied by (ii) a fraction,
                  the numerator of which is one and




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                  the denominator is the number of installments remaining,
                  including the current year's payment.

         (c)      Ten annual installments commencing on the Payment Date if the
                  Participant has submitted a payment election form not less
                  than one year prior to the Payment Date electing this option.
                  The remaining nine installments shall be made each succeeding
                  February. Each distribution shall be equal to (i) the
                  Participants vested Account multiplied by (ii) a fraction, the
                  numerator of which is one and the denominator is the number of
                  installments remaining, including the current year's payment.

         (d)      A lump sum payment of either (i) a Vesting Grant Accrued
                  Investment Credit or (ii) the Vesting Grant and the Vesting
                  Grant Accrued Investment Credit on any date specified on the
                  election form that is after a Vesting Event ("Payment Election
                  Date"). For this election to be effective the Participant must
                  submit the payment election form prior to the Vesting Event of
                  Vesting Grant and not less than one year prior to the Payment
                  Election Date.

         5.2 Committee's Discretion. Notwithstanding section 5.1 above the
Committee shall have the discretion to distribute the vested portion of an Award
during the February following the Award's Vesting Event. Such decision shall be
made in the discretion of the Committee, not less than one year prior to the
Vesting Date corresponding to the portion of the Award to be distributed. The
Committee's decision shall be final and binding on all parties.

         5.3 If the Participant has failed to make a valid election pursuant to
Section 5.1 above and the Committee has not timely exercised its discretion
pursuant to Section 5.2 above, the Committee, in its sole discretion, shall
designate the form and manner of payment(s) to commence on the Payment Date.




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         5.4 Forfeiture of Non-vested Awards. All non-vested Awards in a
Participant's Account shall be forfeited upon the Termination Date and the
Corporation shall have no further obligation to pay the Participant in regard to
such forfeited Awards.

         5.5      Distribution on Death.

         (a)      A Participant may designate any person or persons (not
                  exceeding 5), including a trust, as his or her beneficiary to
                  receive his or her accumulated Award in the event of the
                  Participant's death. Any such designation shall be made by
                  filing the form provided for that purpose by the Plan
                  Administrator. The Participant may change or cancel his or her
                  beneficiary designation at any time prior to death without the
                  consent of any designated beneficiary. If no beneficiary has
                  been designated by the Participant, or if no beneficiary is
                  alive at the date of the Participant's death, payment shall be
                  made to the Participant's estate.

          (b)     If the Participant's death occurs during employment, the
                  Participant's Account shall be distributed in a lump sum as
                  provided in 5.1(a) to each of the Participant's surviving
                  beneficiaries in the portions designated by the Participant.

          (c)     If the Participant's death occurs after installment payments
                  have commenced, the Participant's Account shall be distributed
                  in a lump sum on the next scheduled Payment Date to each of
                  the Participant's surviving beneficiaries in the portions
                  designated by the Participant

         5.6 Participants Rights; Beneficiaries Rights. Except as otherwise
specifically provided, neither a Participant nor any of his or her Beneficiaries
has rights under this Plan. The




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payment of deferred compensation shall be a general, unsecured obligation of the
Corporation to be paid by the Corporation from its own funds, and such payments
shall not impose any obligation upon any trust fund for any tax qualified plan,
be paid from any such trust fund, or have any effect whatsoever upon any such
fund. No Participant or beneficiary shall have any title to or beneficial
ownership in any assets which the Corporation may earmark to pay benefits
hereunder.

                        ARTICLE 6. RIGHTS OF PARTICIPANTS

         6.1 Employment. Nothing in this Plan shall interfere with or limit in
any way the right of the Corporation to terminate a Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Corporation.

         6.2 Restrictions on Assignments. The interest of a Participant or his
or her beneficiary under this Plan may not be sold, transferred, assigned, or
encumbered in any manner, either voluntarily or involuntarily, and any attempt
to so 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.




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                            ARTICLE 7. ADMINISTRATION

         7.1 Administration. The Plan shall be administered by the Committee in
accordance with any administrative guidelines and any rules that may be
established from time to time by the Committee. The procedures, standards and
provisions of this Plan for determining eligibility for and amounts of Awards in
themselves confer no rights, duties or privileges upon Participants nor place
obligations upon either the Board or the Corporation. Accordingly, the Committee
may, in making such determinations hereunder, deviate from such procedures and
standards in whatever manner that it, in its judgment, deems appropriate.

         The Committee shall have full power and authority to interpret,
construe and administer the Plan and its interpretations and construction
hereof, and actions hereunder, including the timing, form, amount or recipient
of any payment to be made hereunder, and its decisions shall be binding and
conclusive on all persons for all purposes.

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

         No member of the Committee or any assistant shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of this Plan unless attributable to his or her own willful
misconduct or lack of good faith.

                         ARTICLE 8. REQUIREMENTS OF LAW

         8.1 Laws Governing. This Plan shall be construed in accordance with and
governed by the laws of the State of Ohio.

         8.2 Withholding Taxes. The Corporation shall have the right to deduct
from all payments or vested amounts under this Plan any federal, state or local
taxes required by the law to be withheld with respect to such payments.




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         8.3 Plan Binding on Corporation, Employees and Their Successors. This
Plan shall be binding upon and inure to the benefit of the Corporation, its
successors and assigns and each Participant and his or her beneficiaries, heirs,
executors, administrators and legal representatives.

                        ARTICLE 9. ACCUMULATION OF AWARDS

         9.1 Accounts. An Account shall be established and maintained by the
Corporation in the name of each Participant who has an Award hereunder. Such
Accounts shall remain a part of the general liabilities of the Corporation and
nothing in this Plan shall be deemed to create a trust or fund of any kind or
any fiduciary relationship.

         9.2 Crediting to Accounts. Each Participant's Account shall be credited
with Awards effective as of the grant date, and investment credits as determined
in sections 9.3 below. Each Participant's Account shall be reduced by amounts
distributed, amounts transferred as provided under section 9.3 and non-vested
amounts which were forfeited upon termination.

         9.3 Investment Credits. Each Participant's Account shall be credited as
of the last day of each calendar year with an investment credit. The investment
credit for each given calendar year shall be determined by multiplying the yield
on 10 year constant maturity U.S. Treasury Securities, as published in the
Federal Reserve Statistical Release, for the last active trading day in the
calendar year times the average daily balance in the Participant's Account for
that year. In the event the security or the publication becomes unavailable, the
Committee shall have the discretion to select a comparable reference for the
purpose of determining the investment credit.

         9.4 Nature of deferred compensation. The election of deferred
compensation under this Plan and any setting aside by the Corporation of amounts
with which to discharge its deferred obligations hereunder in a trust fund, an
insurance policy, or otherwise, shall not be deemed to create a right in any
person; equitable title to any funds so set aside in a trust, an insurance
policy, or otherwise shall remain in the Corporation, and any recipient of
benefits hereunder shall have no security or other interest in such trust,
policies or funds. Any and all funds so set aside in a trust, an insurance
policy or otherwise shall remain subject to the claims of




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the general creditors of the Corporation, present and future. This provision
shall not require the Corporation to set aside any funds, but the Corporation
may set aside such funds if it chooses to do so. Any amount so set aside for
this Plan shall be accounted for separately and apart from any other plan of the
Corporation. This Plan is intended to constitute an unfunded plan of deferred
compensation described in Section 201(2) of the Employee Retirement Income
Security Act of 1974.

         9.5 Distributions in Cash. Notwithstanding any other provision of this
Plan, distributions hereunder shall be made only in cash and shall be subject to
withholding of applicable taxes.

         9.6 Nature of Deferred Compensation Plan. The provisions of the Plan
relating to deferred compensation are fixed and final unless and until amended,
revised or terminated as herein provided.

                             ARTICLE 10. FORFEITURES

         Notwithstanding any provision in this 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 this Plan has been discharged by his or her Employer in
                  the reasonable belief (and such reasonable 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 this 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 this 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.



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                          ARTICLE 11. CHANGE IN CONTROL

         11.1 Treatment of Awards. Upon the Effective Date of a Change in
Control all accumulated Awards hereunder shall become 100% vested. Amounts to be
paid commencing upon any Payment Date following the Change in Control shall
continue to be payable from time to time under this Plan unless the Committee
acts to distribute amounts during February following the Change in Control.

         11.2 Definition of Change in Control. Change in Control shall mean 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 Voting Stock 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 securities of such corporation or
person immediately after such sale or transfer is held in the aggregate by the
holders of Voting Stock 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




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

         Notwithstanding the foregoing provisions of paragraph 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 Paragraph
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 Subsection 11.2, the Board may
determine by majority vote of the Board that the specific transaction does not
constitute a Change in Control under Paragraph 11.2(a), 11.2(b) or 11.2(c).

         11.3 Effective Date of Change in Control. The Effective Date of a
Change in Control shall be the earliest to occur of those events specified in
section 11.2. Notwithstanding the foregoing, in the event a Change in Control
ultimately results from uninterrupted 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.




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                            ARTICLE 12. MISCELLANEOUS

         In the event of the liquidation of the Corporation the Committee may
make any provisions for holding, handling and distributing the amounts standing
to the credit of the Participants or beneficiaries hereunder which in the
discretion of the Committee are appropriate and equitable under all
circumstances and which are consistent with the spirit and purposes of these
provisions.

                    ARTICLE 13. AMENDMENT AND DISCONTINUANCE

         The Corporation expects to continue this Plan indefinitely, but
reserves the right, by action of the Committee to amend it from time to time or
to discontinue it. However, if the Corporation should amend or discontinue this
Plan, the Corporation shall remain obligated under the Plan with respect to (1)
Awards that have vested prior to the date of such amendment or discontinuance,
(2) Awards and rights of any Participant or beneficiary with respect to whom a
Vesting Event has occurred, and (3) with respect to Awards granted but not yet
vested prior to



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the date of such amendment or discontinuation.

         Executed as of April 29, 2003 at Cleveland, Ohio.


                                         NATIONAL CITY CORPORATION


                                         By:
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