Exhibit 10.3


 


AMENDED AND RESTATED


BENEFIT EQUALIZATION PLAN
FOR

EMPLOYEES OF COMERICA INCORPORATED


 


(EFFECTIVE DECEMBER 31,
2008)


 


PREAMBLE


 


Comerica Incorporated maintains the Comerica
Incorporated Retirement Plan and Manufacturers National Corporation formerly
maintained the Manufacturers National Corporation Pension Plan.  In June of 1992, Manufacturers National
Corporation merged into Comerica Incorporated. 
Effective as of December 31, 1993, the Manufacturers National
Corporation Pension Plan was merged into the Comerica Incorporated Retirement
Plan.


 


Effective as of October 28, 1980, Comerica
Incorporated established the “Comerica Incorporated Nonqualified Retirement
Income Guarantee Plan,” the purpose of which is to restore benefits not
available to participants of the Comerica Incorporated Retirement Plan due to
tax law limitations.  Manufacturers
National Corporation established the “Benefit Equalization Plan for Employees
of Manufacturers National Corporation” effective as of January 1, 1983 in
order to restore benefits not available to participants of the Manufacturers
National Corporation Pension Plan due to tax law limitations.


 


Due to the merger of the Manufacturers National
Corporation Pension Plan into the Comerica Incorporated Retirement Plan the
raison d’être for the Benefit Equalization Plan for Employees of Manufacturers
National Corporation disappeared.  As a
consequence, the Board of Directors of Comerica Incorporated approved the
merger of the Comerica Incorporated Nonqualified Retirement Income Guarantee
Plan into the Benefit Equalization Plan for Employees of Manufacturers National
Corporation, the renaming of the latter plan as the Benefit Equalization Plan
for Employees of Comerica Incorporated and the amendment and restatement of such
plan as renamed to provide as set forth herein.


 


The Governance, Compensation and Nominating Committee
now desires to amend and restate the Plan, effective December 31, 2008, to
the extent necessary to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended, and to make such changes as are
necessary to reflect its administration.


 


SECTION 1

PURPOSE AND EFFECTIVE DATE


 


The sole purpose of this Plan is to assure that
Participants who have a vested right to receive benefits under the Qualified
Plan will receive the same value of benefits they would receive but for the
limitations on contributions and benefits contained in 


 


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ERISA and Sections
401(a)(17), 415 and 416 of the Code, and, also, but for the nonrecognition
under the Qualified Plan of deferred incentive compensation under the
Manufacturers Incentive Compensation Plans. 
This Plan is not intended to and shall not be construed so as to provide
any Participant receiving benefits under the Qualified Plan, and where
applicable, this Plan, with benefits which, in the aggregate, either have a
greater or lesser value than the benefit which would result from the
calculation made under the applicable provisions of the Qualified Plan without
giving effect to the benefit limitation provisions of ERISA and the Code and
regulations promulgated thereunder, or the nonrecognition of compensation
deferred under the Manufacturers Incentive Compensation Plans.  The provisions of this restated Plan shall be
effective as of December 31, 2008.


 


SECTION 2

DEFINITIONS


 


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


 


A.            “Affiliate” means any entity that is
controlled by the Company, whether directly or indirectly.


 


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


 


C.            “Code” means the Internal Revenue
Code of 1986, as it may be amended from time to time.


 


D.            “Committee” means the Governance,
Compensation and Nominating Committee of the Company.


 


E.             “Company” means Comerica
Incorporated, a Delaware corporation.


 


F.             “Employer” means the Company and
each Affiliate thereof.


 


G.            “ERISA: means the Employee
Retirement Income Security Act of 1974 (Public Law 93-406), as from time to
time amended.


 


H.            “Manufacturers Incentive
Compensation Plans” means the following plans: 
(i) the Manufacturers National Corporation Executive Incentive
Plan; (ii) the Manufacturers National Corporation Trust Investment
Incentive Plan; (iii) the Manufacturers National Corporation Institutional
Trust Sales and Servicing Plans; (iv) the Manufacturers National
Corporation Private Banking Sales and Servicing Plans; (v) the
Manufacturers National Corporation incentive plans for Foreign Exchange
Trading, Mergers and Acquisitions, and Commercial Mortgage Banking Services;
and (vi) any similar incentive compensation plans formerly maintained by
Manufacturers National Corporation for employees of its business units as
determined by the Committee.


 


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I.              “Participant” means an individual
who at the time in question is participating in the Plan pursuant to Section 3.


 


J.             “Plan” means the plan set forth
herein which is to be known as the “Benefit Equalization Plan for Employees of
Comerica Incorporated.”


 


K.            “Plan Administrator” means the
Employee Benefits Committee of the Corporation.


 


L.             “Qualified Plan” means the Comerica
Incorporated Retirement Plan, as amended and restated from time to time.


 


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


 


N.            “Separation from Service” means a
reasonably anticipated permanent reduction in the level of bona fide services
performed by the Participant for the Company to twenty percent (20%) or less of
the average level of bona fide services performed by the Participant for the
Company (whether as an employee or an independent contractor) in the
immediately preceding thirty-six (36) months (or the full period of service to
the Company if the Participant has been providing services to the Company 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.


 


O.            “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.


 


P.             “Trust” means a Trust established
pursuant to Section 5(I) hereof.


 


SECTION 3

ELIGIBILITY AND PARTICIPATION


 


Any participant of the Qualified Plan whose benefits
thereunder are limited by the provisions of Sections 401(a)(17), 415 and/or 416
of the Code or by the nonrecognition under the Qualified Plan of compensation
deferred under any of the Manufacturers Incentive Compensation Plans shall
automatically participate in and accrue benefits under this Plan.


 


SECTION 4

AMOUNT OF BENEFITS


 


The benefits payable under this Plan shall equal the
excess, if any, of:


 


(a)                                      the
benefits which would have been paid to such Participant for his or her life
only at normal retirement under the Qualified Plan (excluding the supplemental pension
benefit described in Appendix E thereof) if the 


 


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provisions of such plan were administered and benefits
paid without regard to the special benefit limitations added to such plan to
conform it to Sections 401(a)(17), 415 and 416 of the Code, and including in
the benefit calculation compensation of the Participant which was deferred
under the Manufacturers Incentive Compensation Plans or any nonqualified
deferred compensation plan of the Company and which is not otherwise recognized
under the Qualified Plan, over


 


(b)                                     the
benefits which would be payable to such Participant for his or her life only at
normal retirement under the Qualified Plan (excluding the supplemental pension
benefit described in Appendix E thereof, and without reduction for the qualified
pre-retirement survivor annuity provided thereunder);


 


such excess then to be
converted to its actuarial equivalent (as that term is defined in the Qualified
Plan) to account for (i) the benefits commencement date of the benefit
under this Plan, using the early retirement pension reduction factors set forth
in the Qualified Plan, and (ii) the payment method determined pursuant to
the following paragraph and computed in each case on the assumption that the
assets in the Qualified Plan are sufficient to pay all vested benefits.  (If the benefit commencement date under this
Plan is earlier than the earliest date upon which benefits are payable to such Participant
under the Qualified Plan, then such excess shall be further reduced by 5/12
percent for each month or fraction thereof from the commencement of the benefit
under this Plan until the date on which such Participant would attain age 55.)


 


Calculation of the amount of benefits under this Plan
shall disregard the method of payment selected by the Participant under the
Qualified Plan.  The method of payment
under this Plan shall be in the form of a 100% joint and survivor annuity with
the Participant’s spouse as the joint annuitant.  The benefit under this Plan shall be
calculated using the ages of the Participant and the joint annuitant (if any)
at the date benefits commence under this Plan and in accordance with the
applicable actuarial assumptions set forth in the Qualified Plan.  If the Participant has no spouse, then the
benefit under this Plan shall be paid in the form of an annuity for the life of
the Participant.


 


Nothing herein shall restrict the right of the Company
to amend the Qualified Plan and the computations under this section shall be
made according to the terms of the Qualified Plan in effect at the time the
benefits first become payable.


 


SECTION 5

PAYMENT OF BENEFITS

AND ESTABLISHMENT OF TRUST


 


A.            Payment of benefits under this Plan
shall commence within sixty (60) days following the date of the Participant’s Separation
from Service with the Company. 
Notwithstanding the preceding sentence, in the case of a Specified
Employee, payment of benefits under this Plan will be delayed until the first
business day following the date 


 


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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).


 


B.            Notwithstanding any provision of the
Plan to the contrary, if the actuarial present value of the Participant’s
benefit does not exceed $5,000, the Committee shall make an immediate lump sum
payment to the Participant (or, if applicable, the beneficiary) of such benefit.


 


C.            If any portion of the benefits
payable under this Plan 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 the
benefits payable under this Plan 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
total benefits payable under this Plan to such Participant.


 


D.            If the Company 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 benefits that are or will be paid to the
Participant under this 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 total benefits payable under
this Plan to such Participant or (ii) the aggregate of the FICA taxes
imposed and the income tax withholding related to such amount.


 


E.             In the event the Company reasonably
anticipates that the payment of benefits under this Plan would result in the
loss of the Company’s Federal income tax deduction with respect to such payment
due to the application of Code Section 162(m), the Committee may delay the
payment of all such benefits under this Plan until (i) the first taxable
year in which the Company 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 date which 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 Company 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 date which is six (6) months after the date of the Participant’s
Separation from Service).


 


F.             In the event the Company reasonably
anticipates that the payment of benefits under this Plan would violate Federal
securities laws or other applicable law, the Committee may delay the payment
until the earliest date at which the Company reasonably anticipates that the
making of such payment would not cause such violation.


 


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G.            In the event the Company determines
that the making of any payment of benefits under this Plan on the date
specified hereunder would jeopardize the ability of the Company to continue as
a going concern, the Committee may delay the payment of benefits under this
Plan until the first calendar year in which the payment of benefits would not
have such effect.


 


H.            In the event of administrative
necessity, the payment of benefits under this Plan 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 spouse or
beneficiary), it is not administratively practicable for the Committee 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.


 


I.              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.


 


J.             The Company may establish a Trust under
which the Company may fund an amount that, on the same actuarial basis employed
with respect to the funding of the Qualified Plan, is expected to provide funds
equal to the sum of the expected benefits under this Plan.  The Company may augment the funds in the
Trust from time to time as deemed appropriate. 
The assets of the Trust shall at all times be subject to levy by the Company’s
general creditors and Participants of this Plan shall have no greater right to
the Trust assets than other unsecured general creditors of the Company.


 


SECTION 6

RIGHTS OF PARTICIPANTS


 


A.            For purposes of clarification, and
in accordance with the current and prior administration of this Plan, each Participant
shall have a vested right to benefits provided by this Plan only if and when the
Participant has a vested right to benefits under the Qualified Plan.


 


B.            No right or interest of any
Participant in the Plan shall be assignable or transferable, otherwise than by
will or the laws of descent or pursuant to a beneficiary designation, nor shall
such right or interest be subject to any lien directly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge and
bankruptcy.


 


SECTION 7

AMENDMENT AND DISCONTINUANCE


 


A.            This Plan may be amended at any time
in the sole discretion of the Committee or the Board by written resolution,
provided such amendment complies with 


 


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applicable laws including Code Section 409A
and the Regulations promulgated thereunder. 
No such amendment shall affect the time of distribution of any benefit
payable hereunder 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.  Written notice of
any such amendment shall be given to each Participant.  In addition, no such amendment shall make an
irrevocable Trust, if any, revocable.


 


B.            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.  Upon
termination, the Plan 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 Company 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 Company within the thirty (30)
days preceding or the twelve (12) months following a change in control event
(as such term is defined in Section 1.409A-3(i)(5) of the
Regulations); provided that all Aggregated Plans are terminated and liquidated
with respect to each Participant that experienced the change in control event,
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 Company irrevocably takes all necessary action to
terminate and liquidate this Plan, and the Committee or the Company, as the
case may be, irrevocably takes all necessary action to terminate and liquidate
and such other Aggregated Plans; or


 


3.             the termination and liquidation of the Plan, provided
that: (i) the termination and liquidation does not occur proximate to a
downturn in the Company’s financial health; (2) the Company or the
Committee, 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 Company 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 Company irrevocably takes all action
necessary to terminate and liquidate this Plan; and (5) the Company does
not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the 


 


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Company, as the case may be, irrevocably
takes all action necessary to terminate and liquidate the Plan.


 


C.            In the event the Committee or Board amends
or terminates this Plan, the Company shall be liable for any benefits that
shall have accrued under this Plan to those persons who are eligible under Section 3
as of the date of such amendment or termination and the amount of such accrued
benefits to be determined as though the Participant’s Separation from Service
had occurred on the date of such amendment or termination.


 


SECTION 8

ADMINISTRATION


 


A.            This Plan shall be administered by
the Plan Administrator as an unfunded plan which is not intended to meet the
qualification requirements of Section 401 of the Code.  The Plan Administrator shall have full power
to construe and interpret the Plan, and the Plan Administrator’s decisions in
all matters involving the interpretation and application of this Plan shall be
conclusive.  The claims procedure of the
Qualified Plan shall apply to this Plan.


 


B.            This Plan is intended to comply with
the requirements of Section 409A of the Code and the Regulations and other
guidance issued thereunder.  Accordingly,
the provisions of this Plan shall be interpreted to the extent necessary to
comply with such requirements.


 


C.            This Plan shall at all times be
maintained by the Company and administered by the Plan Administrator as a plan
wholly separate from the Qualified Plan.


 


SECTION 9

ADDITIONAL BENEFIT


 


In addition to the purpose of Section 1 of this
Plan, this Section shall, for individuals who are (or may be later)
specifically named by resolution of the Board of Directors of the Company,
increase the benefit determined under Section 4(a) of this Plan by
including in the benefit calculation all of the individual’s service with the
Company (and its predecessors) from the date of the individual’s initial
participation in the Qualified Plan until the individual’s Separation from
Service and disregarding any breaks in service occurring before January 1,
1990; provided, however, that each named individual shall be entitled to an
additional benefit derived from this Section only if the individual’s
employment with the Company continues until or after the date he or she attains
age 62.


 


Each individual who is specifically named by
resolution of the Board of Directors of the Company to be entitled to the
benefit established by this Section shall receive such benefits upon the
condition that during the period such individual is entitled to payments of
deferred compensation under this Section, he will not directly or indirectly
enter into or engage in any banking or related businesses in the geographic
area served 


 


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by the Company either as
an individual on his own account, as a partner or joint venturer, as an
employee or agent, or as an officer or director of a competing organization.


 


The Committee may, in its sole discretion and by way
of a resolution, waive or modify the age 62 employment requirement and the
noncompetition requirement for any named individual as well as any other
restrictions imposed on the individuals by the provisions hereof.  Any additional benefit derived from this Section shall
be treated as a benefit payable under Section 4 for the purpose of
Sections 4, 5, 6, and 7 of this Plan.


 


SECTION 10
  BENEFITS PROVIDED UNDER SEPARATE
AGREEMENT


 


Notwithstanding any provision of this Plan to the
contrary, the Company may provide benefits under this Plan in accordance with
one or more separate written agreements with an individual, provided the terms
of such agreement(s) state that such benefits shall be paid from this
Plan.  The benefits provided under this
Plan in accordance with such agreement(s) shall be paid in the same manner
as benefits provided under Section 4 hereof and shall be subject to all
provisions of this Plan, unless otherwise specifically provided in such
agreement(s).


 


ORIGINAL BOARD
APPROVAL:  NOVEMBER 18, 1994


AMENDED AND
RESTATED BOARD AND COMMITTEE APPROVAL: NOVEMBER 18, 2008


 


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