<PAGE>

                                                                   EXHIBIT 10.11

         As approved by the Compensation Committee on November 24, 2003

                           1999 COMERICA INCORPORATED

                              AMENDED AND RESTATED

                   COMMON STOCK DEFERRED INCENTIVE AWARD PLAN

<PAGE>

                                TABLE OF CONTENTS

                           1999 COMERICA INCORPORATED
                              AMENDED AND RESTATED
                   COMMON STOCK DEFERRED INCENTIVE AWARD PLAN

<TABLE>
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ARTICLE I   PURPOSE AND INTENT................................................................................     I-1
ARTICLE II  DEFINITIONS.......................................................................................    II-1
         A. Definitions.......................................................................................    II-1
                  (1) "Account(s)"............................................................................    II-1
                  (2) "Irrevocable Election Form".............................................................    II-1
                  (3) "Beneficiary(ies)"......................................................................    II-1
                  (4) "Board".................................................................................    II-1
                  (5) "Code"..................................................................................    II-1
                  (6) "Comerica Stock Fund"...................................................................    II-1
                  (7) "Comerica Stock"........................................................................    II-1
                  (8) "Committee".............................................................................    II-1
                  (9) [Intentionally left blank]..............................................................    II-1
                  (10) "Deferral Period"......................................................................    II-2
                  (11) "Disabled" or "Disability".............................................................    II-2
                  (12) [Intentionally left blank].............................................................    II-2
                  (13) "Employer".............................................................................    II-2
                  (14) "ERISA"................................................................................    II-2
                  (15) "Exchange Act".........................................................................    II-2
                  (16) "Participant"..........................................................................    II-2
                  (17) "Plan".................................................................................    II-2
                  (18) "Plan Administrator(s)"................................................................    II-2
                  (19) "Retirement"...........................................................................    II-2
                  (20) "Incentive Award"......................................................................    II-3
                  (21) "Incentive Award Deferral(s)"..........................................................    II-3
                  (22) "Trust"................................................................................    II-3
                  (23) "Trustee"..............................................................................    II-3
                  (24) "Unforeseeable Emergency"..............................................................    II-3
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

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ARTICLE III ELECTION TO PARTICIPATE IN THE PLAN..............................................................   III-1
         A. Completion of Irrevocable Election Form..........................................................   III-1
         B. Contents of Irrevocable Election Form............................................................   III-1
         C. Effect of Submitting an Irrevocable Election Form................................................   III-1
         D. Special Rules Applicable to Irrevocable Election Forms and Deferral of the Incentive Award.......   III-2
                  (1) Deferral Election to be Made Before the Incentive Award is Earned......................   III-2
                  (2) Irrevocability of Deferral Election....................................................   III-2
         E. Deferrals By Committee...........................................................................   III-3
ARTICLE IV DEFERRED INCENTIVE AWARD ACCOUNTS AND INVESTMENT OF DEFERRED INCENTIVE AWARD......................    IV-1
         A. Deferred Incentive Award Accounts................................................................    IV-1
         B. Earnings on Incentive Award Deferrals............................................................    IV-1
         C. Contribution of Incentive Award Deferrals to Trust...............................................    IV-2
         D. Insulation from Liability........................................................................    IV-2
         E. Ownership of Incentive Award Deferrals...........................................................    IV-2
         F. [Intentionally left blank].......................................................................    IV-3
         G. Adjustment of Accounts Upon Changes In Capitalization............................................    IV-3
ARTICLE V DISTRIBUTION OF INCENTIVE AWARD DEFERRALS..........................................................     V-1
         A. In General.......................................................................................     V-1
                  (1) Employment Through Deferral Period.....................................................     V-1
                  (2) Termination Prior to End of Deferral Period............................................     V-1
                  (3) Death of Participant Prior to End of Installment Distribution Period...................     V-2
                  (4) Hardship Distributions/Cancellation of Deferral Election...............................     V-2
                  (5) Stock Distributions....................................................................     V-3
         B. Designation of Beneficiary.......................................................................     V-3
                  (1) Beneficiary Designation Must be Filed Prior to Participant's Death.....................     V-4
                  (2) Absence of Beneficiary.................................................................     V-4
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

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ARTICLE VI AMENDMENT OR TERMINATION..........................................................................      VI-1
         A. Amendment and Termination of Plan................................................................      VI-1
ARTICLE VII AUDITING OF ACCOUNTS AND STATEMENTS TO PARTICIPANTS..............................................     VII-1
         A. Auditing of Accounts.............................................................................     VII-1
         B. Statements to Participants.......................................................................     VII-1
         C. Fees and Expenses of Administration..............................................................     VII-1
ARTICLE VIII MISCELLANEOUS PROVISIONS........................................................................    VIII-1
         A. Nonforfeitability of Participant Accounts........................................................    VIII-1
         B. Prohibition Against Assignment...................................................................    VIII-1
         C. No Employment Contract...........................................................................    VIII-1
         D. Successors Bound.................................................................................    VIII-1
         E. Prohibition Against Loans........................................................................    VIII-1
         F. Administration By Committee......................................................................    VIII-2
         G. Governing Law and Rules of Construction..........................................................    VIII-2
         H. Power to Interpret...............................................................................    VIII-2
         I. Claims Procedures................................................................................    VIII-3
         J. Effective Date...................................................................................    VIII-3
</TABLE>

                                      -iii-

<PAGE>

                                    ARTICLE I

                               PURPOSE AND INTENT

         The Plan enables Participants to defer receipt of all or a portion of
their Incentive Award to provide additional income for them subsequent to
retirement, disability or termination of employment. It is the intention of
Comerica Incorporated that the Plan cover only employees who are management or
highly-compensated employees within the meaning of sections 201(2), 301(a)(3),
and 401(a)(1) of ERISA.

                                      I-1

<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

         A.       Definitions. The following words and phrases, wherever
capitalized, shall have the following meanings respectively:

         (1)      "Account(s)" means the account established for each
Participant under Article IV(A) hereof.

         (2)      "Irrevocable Election Form" means the Irrevocable Election
Form in the form attached hereto as Attachment A, as it may be revised from time
to time.

         (3)      "Beneficiary(ies)" means the person(s), natural or corporate,
in whatever capacity, designated by a Participant pursuant to this Plan, or the
person otherwise deemed to constitute the Participant's beneficiary under
Article V(B)(2) hereof.

         (4)      "Board" means the Board of Directors of Comerica Incorporated.

         (5)      "Code" means the Internal Revenue Code of 1986, as amended.

         (6)      "Comerica Stock Fund" means the investment established under
the Plan pursuant to which a Participant may request investment of sums deferred
under the Plan in units whose value is tied to the market value of shares of
Comerica Stock.

         (7)      "Comerica Stock" means shares of common stock of Comerica
Incorporated, $5.00 par value.

         (8)      "Committee" means the Compensation Committee of the Board, or
such other committee appointed by the Board to administer the Plan.

         (9)      [Intentionally left blank]

                                      II-1

<PAGE>

         (10)     "Deferral Period" means the period during which a Participant
elects to defer receipt of the Incentive Award under the Plan, which period
shall end coincident with the Participant's Retirement.

         (11)     "Disabled" or "Disability" means "disabled" under the Comerica
Incorporated Long-Term Disability Plan or under the Comerica Incorporated
Executive Long-Term Disability Plan, whichever such plan covers the individual.

         (12)     [Intentionally left blank]

         (13)     "Employer" means Comerica Incorporated, a Delaware
corporation, and its subsidiary corporations, and any successor entity which may
succeed the Employer and its subsidiary corporations.

         (14)     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         (15)     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (16)     "Participant" means an employee whose Irrevocable Election
Form has been approved by the Committee pursuant to Article III(A) hereof, and
who either has a deferral election currently in effect or an Account balance
under the Plan.

         (17)     "Plan" means the unfunded, nonqualified elective 1999 Comerica
Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan,
the provisions of which are set forth herein, as they may be amended from time
to time.

         (18)     "Plan Administrator(s)" means the individual(s) appointed by
the Committee to handle the day-to-day administration of the Plan.

         (19)     "Retirement" means retirement under the Comerica Incorporated
Retirement Plan.

                                      II-2

<PAGE>

         (20)     "Incentive Award" means the incentive award granted to
Participants pursuant to the Management Incentive Plan that is related to
Comerica Incorporated's performance, including, but not limited to 3 year return
on equity performance.

         (21)     "Incentive Award Deferral(s)" means the amount of an incentive
award a Participant has elected to defer, pursuant to an Irrevocable Election
Form and, where the context requires, shall also include earnings on such
amounts.

         (22)     "Trust" means a rabbi trust, as may be established by Comerica
Incorporated in connection with this Plan. Such rabbi trust will be irrevocable,
and will contain certain key provisions, which the Internal Revenue Service
would require in order to conclude that contributions made thereto by an
employer, to provide for the payment of non-qualified deferred compensation
benefits to employees, will not be taxed to employees at the time contributions
are made, but instead, at the time the benefits are received or otherwise made
available to the employee

         (23)     "Trustee" means the entity selected by Comerica Incorporated
as trustee of the Trust.

         (24)     "Unforeseeable Emergency" means a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent (within the meaning of Code Section 152(a)) of
the Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.

                                      II-3

<PAGE>

                                   ARTICLE III

                       ELECTION TO PARTICIPATE IN THE PLAN

         A.       Completion of Irrevocable Election Form. An individual who
wishes to become a Participant in the Plan must submit a signed Irrevocable
Election Form indicating the Incentive Award the Participant wishes to defer.
Any Irrevocable Election Form approved by the Committee or its delegate shall
become binding upon the Committee's approval thereof. Committee approval
requires that the Committee acknowledge receipt of an employee's Irrevocable
Election Form, and consents to the participation of such employee. An
Irrevocable Election Form must be approved by the Committee on or before the
last day of the calendar year prior to the calendar year in which the deferred
Incentive Award will be earned. A Participant must file a separate Irrevocable
Election Form with respect to each year's Incentive Award he or she wishes to
defer.

         B.       Contents of Irrevocable Election Form. Each Irrevocable
Election Form shall: (i) designate the amount of the Incentive Award to be
deferred in whole percentages or in whole dollars; (ii) request that the
Employer defer payment of the Incentive Award to the Participant until the year
the Participant retires; (iii) state how the Participant wishes to receive
payment of the Incentive Award Deferrals at retirement; and (iv) contain other
provisions the Committee deems appropriate.

         C.       Effect of Submitting an Irrevocable Election Form. Upon the
Committee's approval of a Participant's Irrevocable Election Form, the
Participant shall be (i) bound by the provisions of the Plan and by the
provisions of any agreement governing the Trust; (ii) bound by the provisions of
the Irrevocable Election Form; and (iii) deemed to have

                                     III-1

<PAGE>

assumed the risks of deferral, including, without limitation, the risk of poor
investment performance and the risk that Comerica Incorporated may become
insolvent.

         D.       Special Rules Applicable to Irrevocable Election Forms and
Deferral of the Incentive Award.

         (1)      Deferral Election to be Made Before the Incentive Award is
Earned. Incentive Awards may only be deferred to the extent that they have not
yet been earned by a Participant. An election to defer an Incentive Award must
be approved by the Committee before the first day of the calendar year in which
the Incentive Award is earned. Notwithstanding the preceding sentence, an
Irrevocable Election Form approved by the Committee within thirty (30) days of
the effective date of a new or amended Plan may defer an Incentive Award for
such calendar year, to the extent it has not yet been earned; and, provided
further, an Irrevocable Election Form approved by the Committee within thirty
(30) days of the date an individual first becomes eligible to participate in the
Plan may defer an Incentive Award for such calendar year, to the extent it has
not yet been earned. Notwithstanding anything in this Article III to the
contrary, the Committee, in its sole discretion, may impose limitations on the
percentage or dollar amount of any Participant election to defer the Incentive
Award, and may impose rules prohibiting the deferral of less than 100% of any
award under any other incentive plan of the Employer that permits deferral of
awards thereunder.

         (2)      Irrevocability of Deferral Election. Except as provided in
Article V(A)(4) below, the provisions of the Irrevocable Election Form relating
to a Participant's election to defer the Incentive Award and the Participant's
selection of the time and manner of payment of the Incentive Award Deferrals
shall be irrevocable.

                                     III-2

<PAGE>

         E.       Deferrals By Committee. At its discretion, the Committee may
defer any portion of the Incentive Award payable to a Participant pursuant to a
notice to the Participant. Any of the Incentive Award payable to a Participant
which is deferred by the Committee shall be distributed to the Participant in
shares of Comerica Stock in either a lump sum distribution of Comerica Stock or
installments of Comerica Stock, upon his or her termination of employment. Any
Incentive Award deferred under the Plan by the Committee shall be invested in
the Comerica Stock Fund. Upon the death of the Participant on behalf of whom the
Incentive Award is deferred, unless the Participant has delivered a beneficiary
designation form to the Committee with respect to the sums deferred by the
Committee, the balance will be distributed to the Beneficiary(ies) listed on the
most recent beneficiary designation form delivered to the Committee with respect
to any other Incentive Award deferred by the Participant under the Plan. If the
Participant has not submitted a beneficiary designation form with respect to
such other deferrals, the Incentive Award deferred by the Committee and any
earnings thereon shall be payable in the form of Comerica Stock to the
Participant's estate upon his or her death.

                                     III-3

<PAGE>

                                   ARTICLE IV

                        DEFERRED INCENTIVE AWARD ACCOUNTS

                   AND INVESTMENT OF DEFERRED INCENTIVE AWARD

         A.       Deferred Incentive Award Accounts. The Plan Administrator
shall establish a book reserve account in the name of each Participant. As soon
as is administratively feasible following the date the Incentive Award subject
to a Participant's deferral election would otherwise be paid to the Participant,
the Plan Administrator shall credit the Incentive Award being deferred to the
Participant's Account. From time to time, at intervals to be determined by the
Committee, each Participant's Account shall be credited with earnings or charged
with losses resulting from the deemed investment of the Incentive Award
Deferrals credited to the Account as though the Incentive Award Deferrals had
been invested in Comerica Stock, and shall be charged with any distributions,
any federal and state income tax withholdings, any social security tax as may be
required by law and by any further amounts, including administrative fees and
expenses, the Employer is either required to withhold or determines are
appropriate charges to such Participant's Account.

         B.       Earnings on Incentive Award Deferrals. At the time a
Participant submits an Irrevocable Election Form, and from time to time
thereafter at intervals to be determined by the Committee, the balance of each
Participant's Account, and any earnings and dividends thereon shall be invested
in Comerica Stock.

         Comerica Incorporated shall be under no obligation to acquire any
Comerica Stock to fund this Plan, and any investment actually made by the
Corporation with Incentive Award Deferrals will be acquired solely in the name
of Comerica Incorporated, and will remain the sole property of Comerica
Incorporated, except to the extent held in a Trust.

                                      IV-1

<PAGE>

         C.       Contribution of Incentive Award Deferrals to Trust. In the
sole discretion of Comerica Incorporated, all or any portion of the Incentive
Award Deferrals credited to any Participant's Account may be contributed to a
Trust established by Comerica Incorporated in connection with the Plan. No
Participant or Beneficiary shall have the right to direct or require that
Comerica Incorporated contribute the Participant's Incentive Award Deferrals to
the Trust. Any Incentive Award Deferrals so contributed shall be held, invested
and administered to provide benefits under the Plan except as otherwise required
in the agreement governing the Trust.

         D.       Insulation from Liability. No member of the Committee,
officer, employee, or director of any Employer shall be liable to any person for
any action taken or omitted in connection with the administration of this Plan
or Trust unless attributable to such individual's own fraud or willful
misconduct.

         E.       Ownership of Incentive Award Deferrals. Title to and
beneficial ownership of any assets, of whatever nature, which may be allocated
by Comerica Incorporated to any Account in the name of any Participant shall at
all times remain with Comerica Incorporated, and no Participant or Beneficiary
shall have any property interest whatsoever in any specific assets of Comerica
Incorporated by reason of the establishment of the Plan nor shall the rights of
any Participant or Beneficiary to payments under the Plan be increased by reason
of Comerica Incorporated's contribution of Incentive Award Deferrals to the
Trust. The rights of each Participant and Beneficiary hereunder shall be limited
to enforcing the unfunded, unsecured promise of the Participant's Employer to
pay benefits under the Plan, and the status of any Participant or Beneficiary
shall be that of an unsecured general creditor of Comerica Incorporated.
Participants and Beneficiaries shall

                                      IV-2

<PAGE>

not be deemed to be parties to any trust agreement Comerica Incorporated enters
into with the Trustee.

         F.       [Intentionally left blank]

         G.       Adjustment of Accounts Upon Changes In Capitalization. In the
event the number of outstanding shares of Comerica Stock changes as a result of
any stock split, stock dividend, recapitalization, merger, consolidation,
reorganization, combination, or exchange of shares, split-up, spin-off,
liquidation or other similar change in capitalization, or any distribution made
to common stockholders other than cash dividends, the number or kind of shares
of Comerica Stock in which such Accounts are deemed to be invested shall be
automatically adjusted, and the Committee shall be authorized to make such other
equitable adjustment of any Account, so that the value of the Account shall not
be decreased by reason of the occurrence of such event. Any such adjustment
shall be conclusive and binding.

                                      IV-3

<PAGE>

                                    ARTICLE V

                    DISTRIBUTION OF INCENTIVE AWARD DEFERRALS

         A.       In General. The benefits payable hereunder as Deferred
Incentive Award shall be paid to the Participant or to the Participant's
Beneficiary as follows:

         (1)      Employment Through Deferral Period. If the Participant's
employment with an Employer continues until the last day of the Deferral Period,
Comerica Incorporated shall, as soon as administratively feasible following the
end of the Deferral Period, distribute, or commence to distribute, the balance
of the Account in the name of the Participant in Comerica Stock, in any manner
described below which is selected by the Participant in the Participant's
Irrevocable Election Form: (i) a single sum; (ii) five (5) annual installments;
(iii) ten (10) annual installments; or (iv) fifteen (15) annual installments.

         (2)      Termination Prior to End of Deferral Period. If the
Participant's employment with the Employer terminates prior to the last day of
the Deferral Period (unless such termination is due to the Participant's
Disability), then notwithstanding the manner of distribution selected by the
Participant, Comerica Incorporated shall distribute (or direct the Trustee to
distribute) Comerica Stock to the Participant or to the Participant's
Beneficiary in a single distribution as soon as is administratively feasible
following the Participant's termination date.

         If the Participant's employment terminates prior to the last day of the
Deferral Period because the Participant has become Disabled, certificates
evidencing the Comerica Stock Fund investment, shall be distributed, or commence
to be distributed, as soon as administratively feasible following his or her
termination date, in such manner specified in the Participant's Irrevocable
Election Form.

                                      V-1

<PAGE>

         (3)      Death of Participant Prior to End of Installment Distribution
Period. If the Participant dies before a distribution of all the Comerica Stock
is made, then the remaining Comerica Stock certificates shall be distributed to
the Participant's Beneficiary, in a lump sum, as soon as is administratively
feasible following the date of the Participant's death.

         (4)      Hardship Distributions/Cancellation of Deferral Election. In
the event of an Unforeseeable Emergency involving a Participant, the Committee
may, in its sole discretion:

                  (1)      make a single distribution of Comerica Stock, to the
Participant from the Participant's Account; and/or

                  (2)      permit the Participant to cancel a future deferral
election and to instead receive, at the otherwise scheduled payment date, such
portion of the amount that is subject to the deferral election, but only in an
amount as shall be necessary in the judgment of the Committee to alleviate the
financial hardship occasioned by the Unforeseeable Emergency. Distributions
permitted on account of an Unforeseen Emergency may be increased to the extent
necessary to pay the applicable income tax withholding amounts so the net amount
may satisfy the hardship.

         Any Participant desiring a distribution or seeking to cancel a deferral
election on account of an Unforeseeable Emergency, shall submit to the Committee
a written request which sets forth in reasonable detail the Unforeseeable
Emergency which would cause the Participant severe financial hardship, and the
number of Comerica Stock certificates, which the Participant believes to be
necessary to alleviate the financial hardship. In determining whether to grant
either such request, the Committee shall apply the standards of the Income Tax
Regulations, the provisions of which are incorporated herein by reference.

                                      V-2

<PAGE>

Any Participant who receives a hardship distribution or who is permitted to
cancel a deferral election shall not again be eligible to submit a deferral
election until the next enrollment period after the calendar year in which a
hardship distribution or a cancellation is permitted.

         If a Participant receives a hardship distribution under this Article
V(A)(4) and/or under the Comerica Incorporated Preferred Savings Plan, the
Participant's deferral election hereunder shall be automatically canceled to the
extent it would defer the Participant's receipt of any Incentive Award earned
during the twelve-month period following the date of the Participant's receipt
of such hardship distribution. Any Participant whose deferral election is
automatically canceled in accordance with the provisions hereof shall not again
be eligible to submit a deferral election until the next enrollment period after
the calendar year in which the Participant receives a hardship distribution.

         (5)      Stock Distributions. If, at the time an installment
distribution of a Participant's Account is scheduled to commence, the fair
market value of such Account does not exceed $5,000 then, notwithstanding an
election by the Participant to receive distribution of such Account in
installments, the balance of Comerica Stock shall be distributed to the
Participant in a lump sum distribution on or about the date the first
installment is scheduled to be made.

         B.       Designation of Beneficiary. A Participant shall deliver to the
Committee a written designation of Beneficiary(ies) under the Plan, which
designation may be amended or revoked from time to time, without notice to, or
consent of, any previously designated Beneficiary.

                                      V-3

<PAGE>

         (1)      Beneficiary Designation Must be Filed Prior to Participant's
Death. No designation of Beneficiary, and no amendment or revocation thereof,
shall become effective if delivered to the Committee after such Participant's
death, unless the Committee shall determine such designation, amendment or
revocation to be valid.

         (2)      Absence of Beneficiary. In the absence of an effective
designation of Beneficiary, or if no Beneficiary designated shall survive the
Participant, then the balance of the Account in the name of the Participant
shall be paid to the Participant's estate.

                                      V-4

<PAGE>

                                   ARTICLE VI

                            AMENDMENT OR TERMINATION

         A.       Amendment and Termination of Plan. This Plan may be amended or
terminated at any time in the sole discretion of the Committee by a written
instrument executed by the Committee. No such amendment shall affect the time of
distribution of any of the Incentive Award earned prior to the time of such
amendment or termination except as the Committee may determine to be necessary
to carry out the purpose of the Plan.

         Written notice of any such amendment or termination shall be given to
each Participant. Upon termination of the Plan, Comerica Incorporated shall
distribute to each Participant or Beneficiary, or direct that the Trustee so
distribute, the amounts which would have been distributed to such Participant or
Beneficiary under the Plan had the Participant's employment with an Employer
terminated at the time of termination of the Plan. In addition, no such
amendment shall make the Trust revocable.

                                      VI-1

<PAGE>

                                   ARTICLE VII

               AUDITING OF ACCOUNTS AND STATEMENTS TO PARTICIPANTS

         A.       Auditing of Accounts. The Plan shall be audited from time to
time as directed by the Committee by auditors selected by the Committee.

         B.       Statements to Participants. Statements will be provided to
Participants under the Plan on at least an annual basis.

         C.       Fees and Expenses of Administration. Fees of the Trustee and
expenses of administration of the Plan shall be deducted from Accounts.

                                     VII-1

<PAGE>

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         A.       Nonforfeitability of Participant Accounts. Each Participant
shall be fully vested in his or her Account.

         B.       Prohibition Against Assignment. Benefits payable to
Participants and their Beneficiaries under the Plan may not be anticipated,
assigned (either at law or in equity), alienated, sold, transferred, pledged or
encumbered in any manner, nor may they be subjected to attachment, garnishment,
levy, execution or other legal or equitable process for the debts, contracts,
liabilities, engagements or acts of any Participant or Beneficiary. It will not,
however, be deemed a violation of this Article VIII(B) to follow a Domestic
Relations Order pursuant to procedures established by the Committee.

         C.       No Employment Contract. Nothing in the Plan is intended to be
construed, or shall be construed, as constituting an employment contract between
the Employer and any Participant nor shall any Plan provision affect the
Employer's right to discharge any Participant for any reason or for no reason.

         D.       Successors Bound. The contractual agreement between Comerica
Incorporated and each Participant resulting from the execution of an Irrevocable
Election Form shall be binding upon and inure to the benefit of Comerica
Incorporated, its successors and assigns, and to the Participant and to the
Participant's heirs, executors, administrators and other legal representatives.

         E.       Prohibition Against Loans. The Participant may not borrow any
Incentive Award Deferrals from Comerica Incorporated nor utilize his or her
Account as security for any loan from the Employer.

                                     VIII-1

<PAGE>

         F.       Administration By Committee. Responsibility for administration
of the Plan shall be vested in the Committee. To the extent permitted by law,
the Committee may delegate any authority it possesses to the Plan
Administrator(s). To the extent the Committee has delegated authority concerning
a matter to the Plan Administrator(s), any reference in the Plan to the
"Committee" insofar as it pertains to such matter, shall refer likewise to the
Plan Administrator(s).

         G.       Governing Law and Rules of Construction. This Plan shall be
governed in all respects, whether as to construction, validity or otherwise, by
applicable federal law and, to the extent that federal law is inapplicable, by
the laws of the State of Michigan. Each provision of this Plan shall be treated
as severable, to the end that, if any one or more provisions shall be adjudged
or declared illegal, invalid or unenforceable, this Plan shall be interpreted,
and shall remain in full force and effect, as though such provision or
provisions had never been contained herein. It is the intention of Comerica
Incorporated that the Plan established hereunder be "unfunded" for income tax
purposes and for purposes of Title I of ERISA, and the provisions hereof shall
be construed in a manner to carry out that intention.

         H.       Power to Interpret. This Plan shall be interpreted and
effectuated to comply with the applicable requirements of ERISA, the Code and
other applicable tax law principles; and all such applicable requirements are
hereby incorporated herein by reference. Subject to the above, the Committee
shall have power to construe and interpret this Plan, including but not limited
to all provisions of this Plan relating to eligibility for benefits and the
amount, manner and time of payment of benefits, any such construction and
interpretation by the Committee and any action taken thereon in good faith by
the Plan Administrator(s) to be final and conclusive upon any affected party.
The Committee shall

                                     VIII-2

<PAGE>

also have power to correct any defect, supply any omission, or reconcile any
inconsistency in such manner and to such extent as the Committee shall deem
proper to carry out and put into effect this Plan; and any construction made or
other action taken by the Committee pursuant to this Article VIII(H) shall be
binding upon such other party and may be relied upon by such other party.

         I.       Claims Procedures. Any claim for benefits under the Plan, must
be made pursuant to ERISA claims procedures, a copy of which is available upon
request.

         J.       Effective Date. The effective date of this amendment and
restatement shall be November 24, 2003, except as otherwise expressly stated
herein.

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