Exhibit 10.19


 


1999 COMERICA INCORPORATED


AMENDED AND RESTATED


COMMON STOCK DEFERRED INCENTIVE AWARD PLAN


(AMENDED
AND RESTATED EFFECTIVE DECEMBER 31, 2008)


 

















 


1999
COMERICA INCORPORATED


AMENDED
AND RESTATED


COMMON
STOCK DEFERRED INCENTIVE AWARD PLAN


 


	
  ARTICLE I

  	
  PURPOSE AND INTENT

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ELECTION TO
  PARTICIPATE IN THE PLAN

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  COMPLETION
  OF IRREVOCABLE ELECTION FORM

  	
  5

  
	
   

  	
  B.

  	
  CONTENTS
  OF IRREVOCABLE ELECTION FORM

  	
  6

  
	
   

  	
  C.

  	
  EFFECT OF
  SUBMITTING AN IRREVOCABLE ELECTION FORM

  	
  6

  
	
   

  	
  D.

  	
  SPECIAL
  RULES APPLICABLE TO IRREVOCABLE ELECTION FORMS AND DEFERRAL OF INCENTIVE
  AWARDS

  	
  6

  
	
   

  	
  E.

  	
  SUBSEQUENT
  ELECTIONS

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DEFERRED INCENTIVE
  AWARD ACCOUNTS AND INVESTMENT OF DEFERRED INCENTIVE AWARD

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  DEFERRED
  INCENTIVE AWARD ACCOUNTS

  	
  8

  
	
   

  	
  B.

  	
  EARNINGS
  AND CHARGES ON ACCOUNTS

  	
  8

  
	
   

  	
  C.

  	
  CONTRIBUTION
  OF INCENTIVE AWARD DEFERRALS TO TRUST

  	
  9

  
	
   

  	
  D.

  	
  INSULATION
  FROM LIABILITY

  	
  9

  
	
   

  	
  E.

  	
  OWNERSHIP
  OF INCENTIVE AWARD DEFERRALS

  	
  9

  
	
   

  	
  F.

  	
  ADJUSTMENT
  OF ACCOUNTS UPON CHANGES IN CAPITALIZATION

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  DISTRIBUTION OF
  INCENTIVE AWARD DEFERRALS

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  IN GENERAL

  	
  10

  
	
   

  	
  B.

  	
  DESIGNATION
  OF BENEFICIARY

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  AMENDMENT OR
  TERMINATION

  	
  17

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  AMENDMENT
  OF PLAN

  	
  17

  
	
   

  	
  B.

  	
  TERMINATION
  OF PLAN

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  AUDITING OF ACCOUNTS
  AND STATEMENTS TO PARTICIPANTS

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  AUDITING
  OF ACCOUNTS

  	
  18

  
	
   

  	
  B.

  	
  STATEMENTS
  TO PARTICIPANTS

  	
  19

  
	
   

  	
  C.

  	
  FEES AND
  EXPENSES OF ADMINISTRATION

  	
  19

  
	
   

  	
  D.

  	
  NONCOMPLIANCE

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS
  PROVISIONS

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  VESTING OF
  ACCOUNTS

  	
  19

  
	
   

  	
  B.

  	
  PROHIBITION
  AGAINST ASSIGNMENT

  	
  19

  
	
   

  	
  C.

  	
  NO
  EMPLOYMENT CONTRACT

  	
  20

  
	
   

  	
  D.

  	
  SUCCESSORS
  BOUND

  	
  20

  
	
   

  	
  E.

  	
  PROHIBITION
  AGAINST LOANS

  	
  20

  
	
   

  	
  F.

  	
  ADMINISTRATION
  BY COMMITTEE

  	
  20

  
	
   

  	
  G.

  	
  GOVERNING
  LAW AND RULES OF CONSTRUCTION

  	
  20

  



 


i

















 


	
   

  	
  H.

  	
  POWER TO
  INTERPRET

  	
  21

  
	
   

  	
  I.

  	
  COMPLIANCE &
  SEVERABILITY

  	
  21

  
	
   

  	
  J.

  	
  CLAIMS
  PROCEDURES

  	
  21

  
	
   

  	
  K.

  	
  EFFECTIVE
  DATE

  	
  22

  



 


ii

















 


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 their
retirement, Disability or termination of employment. It is the intention of the
Corporation that the Plan be a plan which is unfunded and maintained primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees.


 


ARTICLE II


 


DEFINITIONS


 


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


 


A.                                   “Account(s)”. means the
book reserve account established by the Plan Administrator for each Participant
under Article IV(A) hereof.


 


B.                                     “Aggregated Plan” means
all agreements, methods, programs, and other arrangements sponsored by the
Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of
the Regulations.


 


C.                                     “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, to
receive a distribution hereunder on account of the Participant’s death.


 


D.                                    “Board” means the Board
of Directors of the Corporation.


 


E.                                      “Change in Control” shall
have the meaning set forth in Exhibit A to this Plan.


 


F.                                      “Code” means the Internal
Revenue Code of 1986, as amended.


 


1

















 


G.                                     “Comerica Stock” means
shares of common stock of the Corporation, $5.00 par value.


 


H.                                    “Comerica Stock Fund”
means the investment option established under the Plan in which Incentive Award
Deferrals under the Plan shall be deemed invested in units whose value is tied
to the market value of shares of Comerica Stock.


 


I.                                         “Committee” means the
Governance, Compensation and Nominating Committee of the Board, or such other
committee appointed by the Board to administer the Plan.


 


J.                                        “Corporation” means
Comerica Incorporated, a Delaware corporation, and any successor entity.


 


K.                                    “Disabled” or “Disability”
means a Participant’s inability to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or is by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering
employees of the Participant’s Employer.


 


L.                                      “Employer” means the
Corporation and each subsidiary corporation, and any successor entity thereto.


 


M.                                 “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.


 


N.                                    “Incentive Award” means (i) a
business unit incentive or (ii) an incentive award granted to Participants
pursuant to the Management Incentive Plan which qualifies as Section 409A
Performance Based Compensation and which is related to the Corporation’s
performance, including, but not limited to, awards earned with respect to
one-year and three-year Performance Periods. Notwithstanding the preceding
sentence, only business unit incentives 


 


2

















 


that are (i) awarded
to Participants holding a position of at least Paygrade BE1 (or its
equivalent), (ii) eligible for distribution no more frequently than
annually and (iii) eligible for distribution at or about the same time as
incentive awards under the Management Incentive Plan, will be deemed to
constitute Incentive Awards. Furthermore, the term “Incentive Award” shall not
include business unit incentives granted under any warrant compensation plan.


 


O.                                    “Incentive Award Deferral(s)”
means the amount of an Incentive Award deferred pursuant to a timely filed
Irrevocable Election Form and, where the context requires, shall also
include earnings on such amounts.


 


P.                                      “Irrevocable Election Form”
means the form used by an eligible individual or a Participant to make deferral
elections pursuant to Article III(A) of this Plan, as provided by the
Corporation, and as revised from time to time.


 


Q.                                    “Management Incentive Plan”
means the Amended and Restated Comerica Incorporated Management Incentive Plan,
as amended from time to time.


 


R.                                     “Participant” means an
employee whose Irrevocable Election Form has been timely received by the
Corporation pursuant to Article III(A) hereof, or an employee who has
a deferral election currently in effect, an employee or former employee with an
Account balance under the Plan.


 


S.                                      “Performance Period”
means, with respect to Incentive Awards, the period specified by the Committee,
which period shall not be less than twelve (12) months, during which Participants
can earn such Incentive Awards.


 


T.                                     “Plan” means the 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.


 


U.                                    “Plan Administrator(s)”
means the individual(s) appointed by the Committee to handle the
day-to-day administration of the Plan.


 


V.                                     “Regulations” means the
Treasury Regulations promulgated under the Code.


 


3

















 


W.                                “Retirement”
means, for purposes of this Plan, the earlier of (i) the date on which the Participant attains at least age
fifty-five (55) and has completed five (5) years of service or (ii) the
date on which the Participant attains age sixty-five (65).


 


X.                                    “Section 409A
Performance Based Compensation” means any Incentive Award that qualifies as
“performance based compensation” within the meaning of Regulations Section 1.409A-1(e).
Notwithstanding any other provision herein, no Incentive Award will be deemed
to constitute Section 409A Performance Based Compensation if the
performance conditions that serve as the basis for the Incentive Award are
substantially certain to be satisfied at the time such performance conditions
are established.


 


Y.                                     “Separation from Service”
means a reasonably anticipated permanent reduction in the level of bona fide
services performed by the Participant for the Employer to 20% or less of the
average level of bona fide services performed by the Participant for the
Employer (whether as an employee or an independent contractor) in the
immediately preceding thirty-six (36) months (or the full period of service to
the Employer if the Participant has been providing services to the Employer for
less than thirty-six (36) months). The determination of whether a Separation
from Service has occurred shall be made by the Committee in accordance with the
provisions of Code Section 409A and the Regulations promulgated
thereunder.


 


Z.                                     “Specified Employee”
means a key employee, as defined in Code Section 416(i), without regard to
paragraph (5) thereof, of an Employer, as contemplated in Code Section 409A
and the Regulations promulgated thereunder.


 


AA.                         “Trust” means one or more
rabbi trusts, as may be established by the Corporation in connection with this
Plan. Such rabbi trusts may be irrevocable and shall conform with the
requirements of Revenue Procedure 92-64 (and subsequent guidance issued
thereto).


 


BB.                             “Trustee” means the
entity selected by the Corporation as trustee of the Trust, if any.


 


4

















 


CC.                             “Unforeseeable Emergency”
means a severe financial hardship to the Participant resulting from an illness
or accident of the Participant, the Participant’s spouse, or a dependent (as
defined in Code Section 152, without regard to Section 152(b)(1),
(b)(2), and (d)(1)(B)) of the Participant; loss of the Participant’s property
due to casualty (including the need to rebuild a home following damage to a
home not otherwise covered by insurance, for example not as a result of a
natural disaster); or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. The determination of whether a Participant has suffered a
financial hardship as a result of an Unforeseeable Emergency shall be made by
the Committee in accordance with the provisions of Code Section 409A and
the Regulations promulgated thereunder.


 


ARTICLE III


 


ELECTION TO
PARTICIPATE IN THE PLAN


 


A.                                   Completion of Irrevocable
Election Form. An
individual who has been notified by the Committee of his eligibility to
participate in the Plan and who wishes to become a Participant in the Plan must
submit a signed Irrevocable Election Form in accordance with Sections (B) and
(D) below within the time frame permitted by the Plan Administrator, which
will in no event be later than, with respect to Incentive Awards that do not
qualify as Section 409A Performance Based Compensation, the last business date
preceding the first day of the Performance Period during which the Incentive
Award may be earned and, with respect to Incentive Awards that qualify as Section 409A
Performance Based Compensation, six (6) months prior to the end of the
Performance Period during which the Incentive Award may be earned. An eligible
individual will be deemed to have made an election under this Plan on the date
that the Corporation receives the Irrevocable Election Form. An eligible
individual must timely file an Irrevocable Election Form with respect to
each Performance Period in which he or she wishes to defer an Incentive Award. Notwithstanding
anything in this Article III to the contrary, the Committee, in its 


 


5

















 


sole
discretion, may impose limitations on the percentage or dollar amount of any
election to defer an Incentive Award hereunder.


 


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, to the
extent permitted by the Plan Administrator, (ii) request that the Employer
defer payment of the Incentive Award to the Participant until the Participant’s
Separation from Service, (iii) state how the Participant wishes to receive
payment of the Incentive Award Deferrals at Retirement (e.g., in a lump sum or
installments), (iv) state that the Incentive Award Deferrals will be
deemed to be invested in Comerica Stock, and (v) contain other provisions
the Committee deems appropriate.


 


C.                                     Effect of Submitting an Irrevocable
Election Form. Upon
submission of his or her Irrevocable Election Form, the eligible individual or
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 assumed the
risks of deferral, including, without limitation, the risk of poor investment
performance, the risk that the Corporation may become insolvent and the risk
that Incentive Award Deferrals (and earnings thereon) may be subject to
penalties and interest as a result of noncompliance with Code Section 409A
as described in Article VII(D) of this Plan.


 


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


 


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.


 


2.                                       Deferral
Elections for Performance-Based Incentive Awards. An eligible individual
may elect to defer an Incentive Award that qualifies as Section 409A
Performance Based Compensation in accordance with Article III(A) above;
provided that 


 


6

















 


the Participant performs services for the
Employer continuously from the later of (i) the beginning of the
Performance Period or (ii) the date the performance criteria for the
applicable Incentive Award are established, through the date that such election
is made; and provided further that no election to defer an Incentive Award may
be made after such Incentive Award has become “readily ascertainable” for
purposes of Code Section 409A.


 


3.                                       Deferral
Elections Upon Initial Participation. Notwithstanding the preceding
sentence, an eligible individual may file an Irrevocable Election Form with
the Corporation within thirty (30) days after the date such individual first
becomes eligible to participate in the Plan with respect to a percentage of the
Incentive Award represented by a fraction, the numerator of which is the number
of days remaining in the Performance Period after the election is made and the
denominator of which is the total number of days in the Performance Period.


 


4.                                       Irrevocability
of Deferral Election. Except to the extent expressly provided under the
Plan or permitted under Code Section 409A and the Regulations promulgated
thereunder, the provisions of the Irrevocable Election Form relating to an
election to defer the Incentive Award and the selection of the time and manner
of payment of the Incentive Award Deferrals shall be irrevocable as of the last
date on which such Irrevocable Election Form may be submitted in
accordance with Article III(A).


 


E.                                      Subsequent Elections. A Participant is not permitted
to make a subsequent election with respect to the timing or form of payment of
any Compensation deferred under this Plan pursuant to an Irrevocable Election Form that
has become irrevocable in accordance with Article III(D)(4) above.


 


7














 


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 an Irrevocable Election Form would
otherwise be paid to the Participant, the Plan Administrator shall credit the
amount of the Incentive Award being deferred to the Participant’s Account.


 


B.                                     Earnings and Charges on Accounts.  At the time a Participant submits an
Irrevocable Election Form, and from time to time thereafter at intervals to be
determined by the Plan Administrator, the balance of each Participant’s
Account, and any earnings and dividends thereon shall be deemed invested in
Comerica Stock.


 


The Corporation 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 the Corporation, and will remain the sole property of the Corporation,
except to the extent held in a Trust.


 


From time to time,
at intervals to be determined by the Committee, but not less than once
annually, 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 hypothetically 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.


 


8

















 


C.                                     Contribution of Incentive Award
Deferrals to Trust.  In the sole discretion of the Corporation,
all or any portion of the Incentive Award Deferrals credited to any Participant’s
Account may be contributed to a Trust established by the Corporation in
connection with the Plan.  No Participant
or Beneficiary shall have the right to direct or require that the Corporation
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.  The Corporation agrees to indemnify and to
defend, to the fullest extent permitted by law, any person serving as a member
of the Committee or as the Plan Administrator (including any employee or former
employee who formerly so served) who is, or is threatened to be made, a named
defendant or respondent in a proceeding because of such person’s status as a
member of the Committee or the Plan Administrator against any costs (including
reasonable attorneys’ fees)  or
liability, 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 credited to any Account shall at all times remain with the Corporation, and
no Participant or Beneficiary shall have any property interest whatsoever in
any specific assets of the Corporation 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 the Corporation’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 Corporation to pay benefits under the Plan,
and the status of any Participant or Beneficiary shall be that of an unsecured
general creditor of the Corporation. 
Participants and Beneficiaries shall not be deemed to be parties to any
trust agreement the Corporation enters into with the Trustee.


 


9

















 


F.                                      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 Accounts are
deemed to be invested shall be automatically adjusted, and the Plan
Administrator 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.


 


ARTICLE V


 


DISTRIBUTION
OF INCENTIVE AWARD DEFERRALS


 


A.                                   In General. 
The Incentive Award Deferrals shall be paid to the Participant or to the
Participant’s Beneficiary as follows:


 


1.                                       Separation
from Service Following Retirement. 
If the Participant’s Separation from Service occurs on or after the date
on which the Participant qualifies for Retirement, the Corporation shall
distribute, or commence to distribute, (or instruct the Trustee to distribute
or to commence to distribute) within ninety (90) days following such
Participant’s Separation from Service, the balance of the Participant’s Account
in Comerica Stock to the Participant or, if applicable, the Participant’s
Beneficiary in any manner described below that is specified in the applicable
Irrevocable Election Form:  (i) a
single lump sum; (ii) five (5) annual installments; (iii) ten (10) annual
installments; or (iv) fifteen (15) annual installments. Notwithstanding
the preceding sentence, in the case of a Specified Employee, distributions will
be delayed until the first business date that is six (6) months after the
date of such Specified Employee’s Separation from Service (or, if earlier, the
date of death of the Specified Employee).


 


10

















 


Installment payments shall be calculated by multiplying the Participant’s
Account balance on the date of determination by a fraction, the numerator of
which is one (1) and the denominator of which is the number of years over
which the benefits will be paid, as specified in the applicable Irrevocable
Election Form, less the number of years elapsed in such period on the date of
the determination.  The value of the
Participant’s Account shall be determined based upon the closing price of the
Common Stock on the trading day immediately prior to the distribution of the
installment payment or Account balance.


 


2.                                       Death
or Separation from Service Prior to Retirement.  If a Participant dies or has a Separation
from Service prior to the date on which he qualifies for Retirement (unless
such Separation from Service is due to the Participant’s Disability), then
notwithstanding the manner specified in the applicable Irrevocable Election
Form, the Corporation shall distribute (or direct the Trustee to distribute)
the balance of the Participant’s Account in Comerica Stock to the Participant
or, if applicable, to the Participant’s Beneficiary in a single lump sum
distribution within ninety (90) days following the date of the Participant’s
death or Separation from Service, whichever is applicable.  Notwithstanding the preceding sentence, in
the case of a Specified Employee, payment will be delayed until the first
business date that is six (6) months after the date of such Specified
Employee’s Separation from Service (or, if earlier, the date of such Specified
Employee’s death).


 


3.                                       Disability
Prior to Retirement.  If the
Participant’s Separation from Service occurs prior to the date on which he
qualifies for Retirement and is due to the Participant’s Disability, the
Corporation shall distribute, or commence to distribute, (or instruct the
Trustee to distribute or to commence to distribute) within ninety (90) days
following such Separation from Service, the balance of the Participant’s
Account in Comerica Stock to the Participant or, if applicable, to the
Participant’s legal 


 


11

















 


representative in such manner as is specified
in the applicable Irrevocable Election Form.


 


4.                                       Death
of Participant Prior to End of Installment Distribution Period.  If the Participant dies after the
commencement of installments hereunder but prior to the distribution of his or
her entire Account, then notwithstanding the manner of distribution specified
in the applicable Irrevocable Election Form, the Corporation shall distribute
(or direct the Trustee to distribute) the balance of the Participant’s Account
in Comerica Stock to the Participant’s Beneficiary in a single lump sum
distribution within ninety (90) days following the date of the Participant’s
death.


 


5.                                       Effect
of Unforeseeable Emergency.  In the
event of an Unforeseeable Emergency involving a Participant, the Committee may,
in its sole discretion:


 


a.                                       direct a single
distribution of Comerica Stock to the Participant from the Participant’s
Account, within ninety (90) days following such Unforeseeable Emergency,  with a value not to exceed the amount
reasonably necessary to cover the emergency, plus amounts necessary to pay any
Federal, state, local or foreign income taxes anticipated as a result of the
distribution.  However, no distribution
will be made on account of an Unforeseeable Emergency to the extent that such
emergency is or may be relieved (i) through reimbursement or compensation
from insurance or otherwise, (ii) by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not  itself cause severe financial hardship, or (iii) by
cessation of deferrals under Article V(A)(5)(b).  The determination of the amount reasonably
necessary to cover the emergency must take into account additional compensation
that is available by cancellation of a deferral election pursuant to Article V(A)(5)(b);
and/or


 


12

















 


b.                                      cancel a future
deferral election with respect to  the
amount necessary, in the judgment of the Committee, to alleviate the financial
hardship occasioned by the Unforeseeable Emergency.


 


Any Participant desiring a distribution on account of
an Unforeseeable Emergency, shall submit to the Committee a written request
that sets forth in reasonable detail the Unforeseeable Emergency that would
cause the Participant severe financial hardship, and the amount the Participant
believes to be necessary to alleviate the financial hardship.  If a Participant receives a hardship
distribution under this Article V(A)(5) and/or under the Comerica
Incorporated Preferred Savings Plan, the Irrevocable Election Form submitted
hereunder by or on behalf of the Participant shall be automatically
cancelled.  Any Participant who receives
a hardship distribution or whose deferral election is cancelled hereunder shall
not again be eligible to submit a deferral election until the next enrollment
period after the calendar year in which the hardship distribution is made or
the Irrevocable Election Form is cancelled.


 


6.                                       Distributions
of Small Amounts.  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 such Account shall be distributed to
the Participant in a lump sum distribution on or about the date the first installment
is scheduled to be made.


 


7.                                       Change
in Control.  If a Participant incurs
a Separation from Service within sixty (60) days following a Change in Control,
then, notwithstanding the time and manner of distribution specified in the
applicable Irrevocable Election Form, the Corporation shall distribute (or
direct the Trustee to distribute) the balance of the Participant’s Account, in
cash, to the Participant or, if applicable, to the Participant’s Beneficiary or
legal representative, in a single lump sum distribution within the ninety 


 


13

















 


(90)-day period following the date of such
Separation from Service.  Notwithstanding
the foregoing, if the Participant is a Specified Employee on the date of his
Separation from Service, the balance of the Participant’s Account shall be
distributed, in cash, in a single lump sum distribution on the first business
date that is six months after the date of such Participant’s Separation from
Service (or, if earlier, the date of such Participant’s death).


 


8.                                       Distribution
in the Event of Income Inclusion Under Code Section 409A.  If any portion of a Participant’s Account is
required to be included in income by the Participant prior to receipt due to a
failure of this Plan or any Aggregated Plan to comply with the requirements of
Code Section 409A and the Regulations, the Committee may determine that
such Participant shall receive a distribution from the Plan in an amount equal
to the lesser of: (i) the portion of his or her Account required to be
included in income as a result of the failure of the Plan or any Aggregated
Plan to comply with the requirements of Code Section 409A and the
Regulations, or (ii) the balance of the Participant’s Account.


 


9.                                       Distribution
Necessary to Satisfy Applicable Tax Withholding.  If an Employer is required to withhold
amounts to pay the Participant’s portion of the Federal Insurance Contributions
Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with
respect to amounts that are or will be paid to the Participant under the Plan
before they otherwise would be paid, the Committee may determine that such
Participant shall receive a distribution from the Plan in an amount equal to
the lesser of:  (i) the amount in
the Participant’s Account or (ii) the aggregate of the FICA taxes imposed
and the income tax withholding related to such amount.


 


10.                                 Delay
in Payments Subject to Code Section 162(m).  In the event the Corporation reasonably
anticipates that if the payment of benefits as specified hereunder would result
in the loss of the Corporation’s Federal income tax deduction with respect to 


 


14

















 


such payment due to the application of Code Section 162(m),
the Committee may delay the payment of all such benefits under this Article V
until (i) the first taxable year in which the Corporation reasonably
anticipates, or should reasonably anticipate, that if the payment were made
during such year, the deduction of such payment would not be barred by
application of Code Section 162(m) or (ii) during the period
beginning with the date of the Participant’s Separation from Service (or, for
Specified Employees, the first business date that is six (6) months after
the date of the Participant’s Separation from Service) and ending on the later
of (A) the last day of the taxable year of the Corporation which includes
such date or (B) the 15th day of the third month following the date of
the Participant’s Separation from Service (or, for Specified Employees, the
first business date that is six (6) months after the date of the
Participant’s Separation from Service).


 


11.                                 Delay
for Payments in Violation of Federal Securities Laws or Other Applicable Law.  In the event the Corporation reasonably
anticipates that the payment of benefits as specified hereunder would violate
Federal securities laws or other applicable law, the Committee may delay the
payment under this Article V until the earliest date at which the
Corporation reasonably anticipates that making of such payment would not cause
such violation.


 


12.                                 Delay for Insolvency or Compelling Business
Reasons.  In the event the
Corporation determines that the making of any payment of benefits on the date
specified hereunder would jeopardize the ability of the Corporation to continue
as a going concern, the Committee may delay the payment of benefits under this Article V
until the first calendar year in which the Corporation notifies the Committee
that the payment of benefits would not have such effect.


 


13.                                 Administrative Delay in Payment. 
The payment of benefits hereunder shall begin at the date specified in
accordance with the provisions of the foregoing paragraphs of this Article V;
provided that, in the case of administrative necessity, the 


 


15

















 


payment of such benefits may be delayed up to
the later of the last day of the calendar year in which payment would otherwise
be made or the 15th day of the third calendar month following the
date on which payment would otherwise be made. 
Further, if, as a result of events beyond the control of the Participant
(or following the Participant’s death, the Participant’s Beneficiary), it is
not administratively practicable for the Plan Administrator to calculate the
amount of benefits due to Participant as of the date on which payment would
otherwise be made, the payment may be delayed until the first calendar year in
which calculation of the amount is administratively practicable.


 


14.                                 No Participant Election. 
Notwithstanding the foregoing provisions, if the period during which
payment of benefits hereunder will be made occurs, or will occur, in two
calendar years, the Participant shall not be permitted to elect the calendar
year in which the payment shall be made.


 


B.                                     Designation of Beneficiary.  A Participant shall deliver to the
Corporation 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.


 


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
Corporation 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 Participant’s Account shall be
paid to the Participant’s estate.


 


16














 


ARTICLE VI 


 


AMENDMENT OR
TERMINATION


 


A.                                   Amendment of Plan.  This Plan may be amended at any time in the
sole discretion of the Committee or the Board, by written resolution, to the
extent that such amendment complies with applicable laws including Code Section 409A
and the Regulations promulgated thereunder. 
No such amendment shall affect the time of distribution of any Incentive
Awards earned prior to the effective date of such amendment except as the
Committee or the Board may determine to be necessary to carry out the purpose
of the Plan.  In addition, no such
amendment shall make the Trust revocable.


 


B.                                     Termination of Plan.  The Plan may be terminated at any time in the
sole discretion of the Committee or the Board by a written instrument executed
by its members.  Following the
termination of the Plan, the Participants’ Accounts may be liquidated in
accordance with one of the following:


 


1.                                       the
termination and liquidation of the Plan within twelve (12)  months of a complete dissolution of the
Corporation taxed under Section 331 of the Code or with the approval of a
bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the
amounts deferred under this Plan are included in the Participants’ gross
incomes in the latest of the following years (or, if earlier, the taxable year
in which the amount is actually or constructively received): (i) the
calendar year in which the Plan is terminated; (ii) the first calendar
year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the payment is
administratively practicable.


 


2.                                       the
termination and liquidation of the Plan pursuant to irrevocable action taken by
the Committee or the Corporation within the thirty (30) days preceding or the twelve
(12) months following a Change in Control; provided that all Aggregated Plans 


 


17

















 


are terminated
and liquidated with respect to each Participant that experienced the Change in
Control, so that under the terms of the termination and liquidation, all such
Participants are required to receive all amounts of deferred compensation under
this Plan and any other Aggregated Plans within twelve (12) months of the date
the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan and the Committee or the Corporation, as the
case may be, takes all necessary action to terminate and liquidate such other
Aggregated Plans;


 


3.                                       the
termination and liquidation of the Plan, provided that: (i) the
termination and liquidation does not occur proximate to a downturn in the
Corporation’s financial health; (2) the Committee or the Corporation, as
the case may be, terminates and liquidates all Aggregated Plans; (3) no
payments in liquidation of this Plan are made within twelve (12) months of the
date the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan, other than payments that would be payable
under the terms of this Plan if the action to terminate and liquidate this Plan
had not occurred; (4) all payments are made within twenty four (24) months
of the date on which the Committee or the Corporation irrevocably takes all
action necessary to terminate and liquidate this Plan; and (5) the
Corporation does not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate the Plan.


 


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.


 


18

















 


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.  Accounts of Participants shall be charged for
fees of the Trustee and expenses of administration of the Plan.


 


D.                                    Noncompliance.  If this Plan fails to meet the requirements
of, or fails to be operated in accordance with, Code Section 409A and the
Regulations promulgated thereunder, Incentive Awards deferred for a Participant
under this Plan and any Aggregated Plan (and all earnings thereon) with respect
to such Participant are includible in the Participant’s gross income for the
taxable year in which they were earned to the extent they are not subject to a “substantial
risk of forfeiture” and not previously included in such Participant’s gross
income.  The amount of tax owed by the
Participant shall be increased by the amount of interest at the underpayment
rate, plus 1%.  A 20% excise tax on the
amount required to be included in the Participant’s income will also be assessed.  The Corporation intends for the Plan to be
operated in accordance with all applicable laws, but in the event that the Plan
fails to meet the requirements or fails to be operated in accordance with
applicable laws, the Corporation will not be responsible for any assessment of
income tax, late fee, and/or excise tax. 
Such amounts will solely be the responsibility of each affected
Participant.


 


ARTICLE VIII 


 


MISCELLANEOUS
PROVISIONS


 


A.                                   Vesting of 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, 


 


19

















 


be
deemed a violation of this Article VIII(B) to comply with 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.  An Irrevocable Election Form submitted
by or on behalf of a Participant shall be binding upon and inure to the benefit
of the Corporation, its successors and assigns, and to the Participant and to
the Participant’s Beneficiaries, heirs, executors, administrators and other legal
representatives.


 


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


 


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).  This includes the
power and authority to comply with the withholding and reporting requirements
of Code Section 409A and the Regulations promulgated thereunder.  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
Delaware and also in accordance with Code Section 409A and the Regulations
promulgated thereunder.  It is the
intention of the Corporation that the Plan established hereunder be “unfunded”
for income tax 


 


20

















 


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 the sole and absolute
discretion 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 also have the sole and
absolute discretion 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.                                         Compliance &
Severability.  It is the Corporation’s intent to comply with
all applicable tax and other laws, including Code Section 409A and the
Regulations promulgated thereunder, so that all rights under the Plan will be
limited as necessary in the judgment of the Committee to conform
therewith.  Therefore, consistent with
the effectuation of the purposes hereof, 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.


 


J.                                        Claims Procedures.  Any claim for benefits under the Plan, must
be made pursuant to ERISA claims procedures, a copy of which is attached as Exhibit B.


 


21

















 


K.                                    Effective Date.  The effective date of this amendment and
restatement shall be December 31, 2008, except as otherwise expressly
stated herein.


 


22

















 


EXHIBIT A


 


CHANGE OF CONTROL


 


A.                                 For
the purpose of this Plan, a “Change of Control” shall mean:


 


1.                                        The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding shares of common stock of the
Corporation (the “Outstanding Corporation
Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors (the “Outstanding
Corporation Voting Securities”); provided,
however, that for purposes of this subsection 1, the following
acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation
or (iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection A.3. of this Exhibit A;
or


 


2.                                        Individuals
who, as of the date hereof, constitute the Corporation’s Board of Directors
(the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Corporation’s stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result 


 


A-1

















 


of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or


 


3.                                       Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the Corporation’s assets (a “Business Combination”), in each case,
unless, following such Business Combination, (i) all or substantially all
of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the company resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Corporation or all or substantially all of the Corporation’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Corporation or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the company resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the Business
Combination and (iii) at least a 


 


A-2

















 


majority of the members
of the board of directors of the company resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or


 


4.                                        Approval
by the Corporation’s stockholders of a complete liquidation or dissolution of
the Corporation.


 


B.                                   With
respect
to any Award subject to Section 409A of the Code, and for purposes of Section B
of Article VI, the definition of “Change of Control” shall mean:


 


1.                                        any
one person, or more than one person acting as a group, acquires ownership of
stock of the Corporation that, together with stock held by such person or
group, constitutes more than 50% of the total fair market value or total voting
power of the stock of the Corporation;


 


2.                                        any
one person, or more than one person acting as a group, acquires (or has
acquired during any twelve (12) month period) ownership of stock of the
Corporation possessing 30% or more of the total voting power of the stock of
the Corporation;


 


3.                                        a
majority of the members of the Board is replaced during any twelve (12) month
period by directors whose appointment is not endorsed by a majority of the
members of the Board before the date of the appointment or election; or


 


4.                                        any
one person, or more than one person acting as a group, acquires (or has
acquired during any twelve (12) month period) assets from the Corporation that
have a total gross fair market value equal to or more than 40% of the total
gross 


 


A-3

















 


fair market value of all
of the assets of the Corporation immediately before such acquisition or acquisitions.


 


The determination of whether a Change of Control has
occurred under this Section B of Exhibit A shall be made by
the Committee in accordance with the provisions of Code Section 409A and
the Regulations promulgated thereunder.


 


A-4














 


EXHIBIT B


 


CLAIM REVIEW
PROCEDURES


 


I.                                       Claims
Based on Determination of Disability


 


a.                                       Claim
for Benefits.  In the event that a
Participant or Beneficiary is denied a claim for benefits under this Plan that
is based on a finding of Disability, the Plan Administrator will, within a
reasonable period of time, but not later than forty-five (45) days after its
receipt of the claim, provide the claimant a written statement, which shall be
delivered or mailed to the claimant by certified or registered mail to his last
known address, and which shall contain the following:


 


(1)                                  the
specific reason or reasons for the denial of benefits;


 


(2)                                  a
specific reference to the pertinent provisions of the Plan upon which the
denial is based;


 


(3)                                  a
description of any additional material or information that is necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary;


 


(4)                                  an
explanation of the Plan’s review procedures and the time limits applicable to
such procedures, as provided below, including a statement of the claimant’s
right to bring a civil action under Section 502(a) of the Employee
Retirement Income Security Act of 1974, as amended, following an adverse
benefit determination on review;


 


(5)                                  if
an internal rule, guideline, protocol, or other similar criterion was relied
upon in making the adverse determination, either the specific rule, guideline,
protocol, or other similar criterion, or a statement that such a rule,
guideline, protocol, or other similar criterion was relied upon in making the
adverse determination and that a copy of such rule, guideline, protocol, or
other criterion will be provided free of charge to the claimant upon request;
and


 


B-1

















 


(6)                                  if
the adverse benefit determination is based on a medical necessity or
experimental treatment or similar exclusion or limit, either an explanation of
the scientific or clinical judgment for the determination, applying the terms
of the Plan to the claimant’s medical circumstances, or a statement that such
explanation will be provided free of charge upon request.


 


In the event that the Plan Administrator determines that an extension
is necessary due to matters beyond the control of the Plan, the Plan
Administrator will provide the claimant with the written statement described
above not later than seventy-five (75) days after receipt of the claimant’s
claim, but, in that event, the Plan Administrator will furnish the claimant,
within forty-five (45) days after its receipt of the claim, written
notification of the extension explaining the circumstances requiring the
extension and the date by which the Plan Administrator expects to render a
decision.  If, prior to the end of the
first thirty (30)-day extension, the Plan Administrator determines that, due to
matters beyond the control of the Plan, a decision cannot be rendered within
that extension period, the period for making the determination may be extended
for up to an additional thirty (30) days, provided that the Plan Administrator
notifies the claimant, prior to the expiration of the first thirty (30)-day
extension period, of the circumstances requiring the extension and the date as
of which the Plan Administrator expects to render a decision.  In the case of any extension under this
paragraph, the notice of extension shall specifically explain the standards on
which entitlement to a benefit is based, the unresolved issues that prevent a
decision on the claim, and the additional information needed to resolve those
issues, and the claimant shall be afforded at least forty-five (45) days within
which to provide the specified information.


 


b.                                      Appeals.  Within one hundred eighty (180) days after
receipt of a notice of a denial of benefits as provided above, if the claimant
disagrees with the denial of benefits, the claimant or his authorized
representative may request, in writing, a review of his claim by one or more
fiduciaries appointed by the Plan Administrator to conduct a review of the
claim.  The 


 


B-2

















 


claimant or his authorized representative may request
to appear before the appointed fiduciary for the review. The claimant will be
given the opportunity to submit written comments, documents, records, and other
information relating to the claim for benefits. 
The claimant will be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits, as provided in Department
of Labor regulations.  In conducting its
review, the fiduciary will consider all comments, documents, records, and other
information relating to the claim submitted by the claimant or his authorized
representative, whether or not such information was submitted or considered in
the initial benefit determination.


 


The review will not afford deference to the initial adverse benefit
determination and will be conducted by an appropriate named fiduciary of the
Plan who is neither the individual who made the adverse benefit determination
that is the subject of the appeal, nor the subordinate of that individual.  If the adverse benefit determination is based
in whole or in part on a medical judgment, including determinations with regard
to whether a particular treatment, drug, or other item is experimental,
investigational, or not medically necessary or appropriate, the appropriate
named fiduciary will consult with a health care professional who has
appropriate training and experience in the field of medicine involved in the
medical judgment.  The health care
professional will be an individual who is neither an individual who was
consulted in connection with the adverse benefit determination that is the
subject of the appeal, nor the subordinate of any such individual.  Any medical or vocational experts whose
advice was obtained on behalf of the Plan in connection with a claimant’s
adverse benefit determination will be identified upon written request by the
claimant or his authorized representative, without regard to whether the advice
was relied upon in making the benefit determination.


 


Within a reasonable period of time, but not later than forty-five (45)
days after receipt of a written application for review of his claim, the
fiduciary will notify the claimant of the decision on review by delivery or by
certified or registered mail to his last known address; provided, 


 


B-3

















 


however, in the event that special circumstances
require an extension of time for processing such application, the fiduciary
will notify the claimant of the decision not later than ninety (90) days after
receipt of such application, but, in that event, the fiduciary will furnish the
claimant, within forty-five (45) days after its receipt of the application,
written notification of the extension explaining the circumstances requiring
the extension and the date that it is anticipated that the decision will be
furnished. The decision will be in writing and will include the specific
reasons for the decision presented in a manner calculated to be understood by
the claimant and will contain reference to all relevant Plan provisions on
which the decision was based, as well as a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
claimant’s claim for benefits, and a statement of the claimant’s right to bring
an action under Section 502(a) of the Employee Retirement Income Security
Act of 1974. The notification will also include:  (i)  if an internal rule, guideline,
protocol, or other similar criterion was relied upon in making the adverse
determination, either the specific rule, guideline, protocol, or other similar
criterion, or a statement that such rule, guideline, protocol, or other similar
criterion was relied upon in making the adverse determination and that a copy
of the rule, guideline, protocol, or other similar criterion will be provided
free of charge to the claimant upon request; 
and (ii)  if the adverse benefit determination is based on a
medical necessity or experimental treatment or similar exclusion or limit,
either an explanation of the scientific or clinical judgment for the
determination, applying the terms of the Plan to the claimant’s medical
circumstances, or a statement that such explanation will be provided free of
charge upon request.  The decision will
be final and conclusive.


 


2.                                     Claims
Not Based on Determination of Disability.


 


a.                                       Claim
for Benefits.  In the event that a
Participant or Beneficiary is denied a claim for benefits under this Plan,
other than a claim based on a determination of Disability, the Plan
Administrator will, within a reasonable period of time, but not later than
ninety (90) days after its 


 


B-4

















 


receipt of the claim,
provide the claimant a written statement, which shall be delivered or mailed to
the claimant by certified or registered mail to his last known address, and
which will contain the following:


 


(1)                                  the
specific reason or reasons for the denial of benefits;


 


(2)                                  a
specific reference to the pertinent provisions of the Plan upon which the
denial is based;


 


(3)                                  a
description of any additional material or information that is necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(4)                                  an
explanation of the review procedures and the time limits applicable to such
procedures, as provided below, including a statement of the claimant’s right to
bring a civil action under Section 502(a) of the Employee Retirement
Income Security Act of 1974 following an adverse benefit determination on
review.


 


In the event that the Plan Administrator determines that an extension
is necessary due to matters beyond the control of the Plan, the Plan
Administrator will provide the claimant with the written statement described
above not later than one hundred eighty (180) days after receipt of the
claimant’s claim, but, in that event, the Plan Administrator will furnish the
claimant, within ninety (90) days after its receipt of the claim, written
notification of the extension explaining the special circumstances requiring
the extension and the date by which the Plan Administrator expects to render a
decision.


 


b.                                      Appeals.  Within sixty (60) days after receipt of a
notice of a denial of benefits as provided above, if the claimant disagrees
with the denial of benefits, the claimant or his authorized representative may
request, in writing, that the Plan Administrator review his claim and may
request to appear before the Plan Administrator for the review. The claimant
will be given the opportunity to submit written comments, documents, records,
and other information relating to the claim for benefits.  The claimant will be provided, upon request
and free of 


 


B-5

















 


charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s claim for
benefits, as provided in Department of Labor regulations.  In conducting its review, the Plan
Administrator will consider all comments, documents, records, and other
information relating to the claim submitted by the claimant or his authorized
representative, whether or not such information was submitted or considered in
the initial benefit determination.


 


Within a reasonable period of time, but not later than sixty (60) days
after receipt by the Plan Administrator of a written application for review of
his claim, the Plan Administrator will notify the claimant of its decision on
review by delivery or by certified or registered mail to his last known
address; provided, however, in the event that special circumstances require an
extension of time for processing such application, the Plan Administrator will
so notify the claimant of its decision not later than one hundred twenty (120)
days after receipt of such application, but, in that event, the Plan
Administrator will furnish the claimant, within sixty (60) days after its
receipt of such application, written notification of the extension explaining
the special circumstances requiring the extension and the date that it is
anticipated that its decision will be furnished. The decision of the Plan
Administrator will be in writing and will include the specific reasons for the
decision presented in a manner calculated to be understood by the claimant and
will contain reference to all relevant Plan provisions on which the decision
was based, as well as a statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s claim for
benefits, and a statement of the claimant’s right to bring an action under Section 502(a) of
the Employee Retirement Income Security Act of 1974.  The decision of the Plan Administrator will
be final and conclusive.


 


B-6