**Exhibit 10.17****NATIONAL CITY CORPORATION****RETENTION PLAN****FOR EXECUTIVE OFFICERS**Amended and Restated Effective January 1, 2005**ARTICLE 1. ESTABLISHMENT AND PURPOSE OF PLAN**     1.1 Amendment and Restatement of the Predecessor Plan. The following are theprovisions of the National City Corporation Retention Plan for Executive Officers, effective as ofJanuary 1, 2005 (the “Plan”) which is an amendment and restatement of the National City CorporationLong-Term Supplemental Incentive Compensation Plan for Executive Officers, April 29, 2003.     Except as noted below, the Plan shall be effective for all purposes with respect to Plan Yearscommencing on or after January 1, 2005, and with respect to all determinations to be made on orafter such date. Notwithstanding the foregoing, the benefits payable with respect to any Employeewho retired before January 1, 2005, shall be determined by and paid in accordance with the termsand provisions of the Plan as in effect at the date of such retirement.     1.2 Purpose. The purpose of the Plan is to maximize the returns to stockholders, topromote the long-term profitability and success of the Corporation, and to help build loyalty tothe Corporation by providing a retention incentive to those key executives of the Corporation whoare primarily responsible for such profitability and success.     1.3 Operation of the Plan. The Plan shall be administered by the Compensation andOrganization Committee of the Board of Directors of the Corporation. The Plan shall serve as anon-qualified plan providing for deferred compensation as provided hereunder.
 

 
**ARTICLE 2. DEFINITIONS**     2.1 Definitions. Whenever used herein, the following terms shall have the meanings setforth below, unless otherwise expressly provided. When the defined meaning is intended, the term iscapitalized. (a) “Account” shall mean an account to be established and maintained by theCorporation in the name of each Participant, as described in Article 9.  (b) “Award” shall mean the retention amount awarded a Participant by theCommittee 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 theBoard, or another committee appointed by the Board to serve as the administeringcommittee of the Plan.  (e) “Corporation” shall mean National City Corporation, a Delaware corporation.  (f) “Disability” shall mean the inability, by reason of a medically determinablephysical or mental impairment, to engage in substantial and gainful activity for acontinuous period of 26 weeks or more as determined by the Committee.  (g) “Deferred Payment Date” means anytime during February of the Plan Yearfollowing the Termination Date.  (h) “Early Retirement” shall mean retirement at or after age 55 with at least tenyears of service with the Employers prior to Normal Retirement.  (i) “Effective Date of a Change in Control” see Article 11.  (j) “Eligible Employee” shall mean an Employee who is employed in a positionmeeting the defined eligibility criteria for participation in the Plan, as set forth inArticle 3.  (k) “Employee” shall mean an individual employed by an Employer on a regular activeand full-time salaried basis.  (l) “Employer” shall mean the Corporation or any corporation, organization orentity controlled by the Corporation.
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 (m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.  (n) “Investment Options” shall mean the investment options under the National CityCorporation 2004 Deferred Compensation Plan as shall be available thereunder from timeto time.  (o) “Normal Retirement” shall mean leaving the employ of all Employers at or afterthe age 62 with at least twenty years of continuous service with the Employers or at orafter the age 65 with at least 5 years of continuous service with the Employers.  (p) “Participant” shall mean an Eligible Employee who is approved by the Committeefor participation in the Plan. Such approval shall be determined with respect to eachAward the Committee grants hereunder and shall be effective on the grant date.  (q) “Payment Date” means anytime during the month of February next following (orcoinciding with) a Vesting Event with respect to any portion of an Award which becomesvested as a result of such Vesting Event. Notwithstanding the forgoing, for purposesof any portion of an Award which becomes first vested as a result of a Vesting Eventwhich occurs during or prior to the calendar year 2005, the “Payment Date” shall meananytime during December of 2005.  (r) “Performance Period” shall mean a period of time during which a Participantmust render services in order to become vested in his or her Award as provided underSection 2.1(v)(1). Each Performance Period and vesting schedule shall be establishedby the Committee in connection with the grant of each Award hereunder.  (s) “Plan” see Section 1.1.  (t) “Plan Year” shall mean the calendar year. The first Plan Year is 2000.  (u) “Termination Date” means the last day an individual is treated as an Employee.  (v) “Vesting Event” shall mean the earliest to occur of the following events: (1) the date an Award vests according to the schedule established bythe Committee.  (2) the Effective Date of a Change in Control,
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 (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 Employersby reason of action initiated by the Employers other than a termination forcause and where Participant has executed a release, releasing the Employers fromany liability associated with or arising out of Participant’s employment ortermination of employment.   Upon a Vesting Event described in (1) above, the Participant shall become vested inthe portion of the Award called for in the schedule established by the Committeeunless 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 allAwards. Upon a Participant’s Early Retirement the Committee shall have thediscretion to vest any portion or all of a Participant’s Award. Notwithstanding theforegoing, a Participant’s Awards, whether vested or not, shall be subject to theforfeiture provisions of Article 10.  (w) “Vesting Grant” shall mean a grant or that portion of a grant that vests on anygiven day.  (x) “Vesting Grant Accrued Investment Credit” shall mean the investment creditcredited to a Participant’s account under Section 9.3 of the Plan with respect to anygiven Vesting Grant.  (y) “Voting Stock” shall mean the then outstanding securities of a company entitledto vote generally in the election of directors.     2.2 Gender and Number. Except when otherwise indicated by the context, any masculineterminology used herein also shall include the feminine, and the definition of any term in thesingular 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 thosesenior officers of the Corporation and its subsidiaries that were awarded an Award prior to April22, 2002.     3.2 No Right to Participate. No Participant or Employee shall have a right at anytime 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 thisPlan has been expressed as a dollar amount. Such amount shall be vested upon a Vesting Event. Nonew Awards shall be awarded under the Plan on or after the April 22, 2002.**ARTICLE 5. PAYMENT OF AWARDS**     5.1 Manner of Distribution**.**Unless elected otherwise by a Participant in accordancewith Section 5.2 below, a Vested Grant, together with any Vested Grant Accrued Investment Credit,shall be distributed on the Payment Date.     5.2 Election to Defer Distribution of Vested Grant and Vested Grant Accrued InvestmentCredit. A Participant may elect to defer the distribution of any Vested Grant and VestedGrant Accrued Investment Credit. Such a deferral election shall be irrevocable and shall specifythe form and means of distribution elected by the Participant from the options set forth below: (a) A single distribution of the vested Account made on the Deferred Payment Date.  (b) Five annual installments commencing on the Deferred Payment Date. Theremaining four installments shall be made each succeeding February. Each distributionshall be equal to (i) the Participant’s vested Account, multiplied by (ii) a fraction,the numerator of which is one and the denominator is the number of installmentsremaining, including the current year’s payment.
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 (c) Ten annual installments commencing on the Deferred Payment Date. The remainingnine installments shall be made each succeeding February. Each distribution shall beequal to (i) the Participants vested Account multiplied by (ii) a fraction, thenumerator 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 datespecified on the election form that is after a Vesting Event (“Payment Election Date”).Notwithstanding anything in this Plan to the contrary, in accordance with the provisions of Section409A of the Internal Revenue Code, and the administrative and regulatory guidance providedthereunder (including I.R.S. Notice 2005-01), no election under this Section 5.2 to defer thedistribution of a Vested Grant or Vested Grant Accumulated Interest shall be valid unless it ismade prior on or before December 31, 2005.     5.3 Forfeiture of Non-vested Awards. All non-vested Awards in a Participant’s Accountshall be forfeited upon the Termination Date and the Corporation shall have no further obligationto pay the Participant in regard to such forfeited Awards.     5.6 Distribution on Death. (a) A Participant may designate any person or persons (not exceeding 5), includinga trust, as his or her beneficiary to receive his or her accumulated Award in the eventof the Participant’s death. Any such designation shall be made by filing the formprovided for that purpose by the Plan Administrator. The Participant may change or
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   cancel his or her beneficiary designation at any time prior to death without theconsent of any designated beneficiary. If no beneficiary has been designated by theParticipant, 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’sAccount shall be distributed in a lump sum as provided in 5.1 to each of theParticipant’s surviving beneficiaries in the portions designated by the Participant.  (c) If the Participant’s death occurs after installment payments have commencedpursuant to Section 5.2(b) or (c) above, the Participant’s Account shall bedistributed in a lump sum the next February to each of the Participant’s survivingbeneficiaries in the portions designated by the Participant     5.7 Participants Rights; Beneficiaries Rights. Except as otherwise specificallyprovided, neither a Participant nor any of his or her Beneficiaries has rights under this Plan. Thepayment of deferred compensation shall be a general, unsecured obligation of the Corporation to bepaid by the Corporation from its own funds, and such payments shall not impose any obligation uponany trust fund for any tax qualified plan, be paid from any such trust fund, or have any effectwhatsoever upon any such fund. No Participant or beneficiary shall have any title to or beneficialownership in any assets, which the Corporation may earmark to pay benefits hereunder.     5.8 Delay in Distribution to Comply with Section 409A of the Internal Revenue Code.Notwithstanding anything in this Plan to the contrary, in the event that the timing of anydistribution to a Participant or Beneficiary under this Plan would cause such Participant orBeneficiary to be subject to tax imposed by Section 409A of the Internal Revenue Code (including,but not limited to the 20% additional tax imposed by Section 409A(a)(1)(B) of the Internal RevenueCode), the distribution of such amount shall be automatically delayed until the earliest date onwhich such amount could be distributed to the Participant or Beneficiary without subjecting him orher to such
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tax. During any such delay, Investment Credits shall continue to be credited to the Participant’sAccount.**ARTICLE 6. RIGHTS OF PARTICIPANTS**     6.1 Employment. Nothing in this Plan shall interfere with or limit in any way theright of the Corporation to terminate a Participant’s employment at any time, nor confer upon anyParticipant any right to continue in the employ of the Corporation.     6.2 Restrictions on Assignments. The interest of a Participant or his or herbeneficiary 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 benefitshereunder be liable for or subject to the debts, contracts, liabilities, engagements, or torts ofany 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 7. ADMINISTRATION**     7.1 Administration. The Plan shall be administered by the Committee in accordancewith any administrative guidelines and any rules that may be established from time to time by theCommittee. The procedures, standards and provisions of this Plan for determining eligibility forand amounts of Awards in themselves confer no rights, duties or privileges upon Participants norplace obligations upon either the Board or the Corporation. Accordingly, the Committee may, inmaking such determinations hereunder, deviate from such procedures and standards in whatever mannerthat it, in its judgment, deems appropriate.         The Committee shall have full power and authority to interpret, construe and administer thePlan 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 bindingand conclusive on all persons for all purposes.
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          The Committee may name assistants who may be, but need not be, members of the Committee. Suchassistants shall serve at the pleasure of the Committee, and shall perform such functions as areprovided 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 takenor omitted in connection with the interpretation and administration of this Plan unlessattributable 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 bythe laws of the State of Ohio.     8.2 Withholding Taxes. The Corporation shall have the right to deduct from allpayments or vested amounts under this Plan any federal, state or local taxes required by the law tobe withheld with respect to such payments.     8.3 Plan Binding on Corporation, Employees and Their Successors. This Plan shall bebinding upon and inure to the benefit of the Corporation, its successors and assigns and eachParticipant and his or her beneficiaries, heirs, executors, administrators and legalrepresentatives.**ARTICLE 9. ACCUMULATION OF AWARDS**     9.1 Accounts. An Account shall be established and maintained by the Corporation inthe name of each Participant who has an Award hereunder. Such Accounts shall remain a part of thegeneral liabilities of the Corporation and nothing in this Plan shall be deemed to create a trustor fund of any kind or any fiduciary relationship.     9.2 Crediting to Accounts. Each Participant’s Account shall be credited with Awardseffective as of the grant date, and investment credits as determined in sections 9.3 below. EachParticipant’s Account shall be reduced by amounts distributed, amounts transferred as providedunder section 9.3 and non-vested amounts which were forfeited upon termination.
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     9.3 Investment Credits. (a) For all Plan Years beginning prior to January 1, 2006 and for each Plan Yearthereafter commencing prior to the occurrence of a Vesting Event, each Award under aParticipant’s Account shall be credited as of the last day of each Plan Year with aninvestment credit. Except as noted in the foregoing sentence, no such investmentcredit will be given this Section 9.3(a) for any portion of an Award during the periodbetween the last day of the Plan Year in which a Vesting Event occurs and the PaymentDate for such portion of the Award. The investment credit for each given Plan Yearshall be determined by multiplying the yield on 10 year constant maturity U.S. TreasurySecurities, as published in the Federal Reserve Statistical Release, for the lastactive trading day in the Plan Year times the average daily balance in the applicableportion of Participant’s Account for that year. In the event the security or thepublication becomes unavailable, the Committee shall have the discretion to select acomparable reference for the purpose of determining the investment credit.  (b) For Plan Years beginning on or after January 1, 2006, where a Participant hasmade an election pursuant to Section 5.2 of the Plan to defer the distribution of aVested Grant and Vested Grant Accumulated Income, that portion of such Participant’sAccount for which such an election has been made will be allocated among the availableInvestment Options as directed by the Participant in accordance with uniform proceduresestablished under the National City Corporation 2004 Deferred Compensation Plan. As ofthe last business day of each calendar month, that portion of such Participant’sAccount will be credited with an investment gain (or loss) to reflect the gain or lossfrom the Investment Options.     9.4 Nature of deferred compensation. The election of deferred compensation under thisPlan and any setting aside by the Corporation of amounts with which to discharge its deferredobligations hereunder in a trust fund, an insurance policy, or otherwise, shall not be deemed tocreate a right in any person; equitable title to any funds so set aside in a trust, an insurancepolicy, or
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otherwise shall remain in the Corporation, and any recipient of benefits hereunder shall have nosecurity or other interest in such trust, policies or funds. Any and all funds so set aside in atrust, an insurance policy or otherwise shall remain subject to the claims of the general creditorsof the Corporation, present and future. This provision shall not require the Corporation to setaside any funds, but the Corporation may set aside such funds if it chooses to do so. Any amountso set aside for this Plan shall be accounted for separately and apart from any other plan of theCorporation. This Plan is intended to constitute an unfunded plan of deferred compensationdescribed 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 ofapplicable taxes.     9.6 Nature of Deferred Compensation Plan. The provisions of the Plan relating todeferred compensation are fixed and final unless and until amended, revised or terminated as hereinprovided.**ARTICLE 10. FORFEITURES**     Notwithstanding any provision in this Plan to the contrary excepting only the provisions ofArticle 11, in the event the Committee finds(a) that an Employee or former Employee who has an interest under this Plan has beendischarged by his or her Employer in the reasonable belief (and such reasonablebelief is the reason or one of the reasons for such discharge) that the Employee orformer Employee did engage in fraud against the Employer or anyone else, or