Exhibit 10.4


 


Original Plan approved by the Compensation Committee on 11/15/96


Amended and Restated Plan (prior version) approved and ratified by the
Compensation Committee on 3/22/04


Amended and Restated Plan (prior version) approved and ratified by the
Board of Directors on 3/23/04


Amended and Restated Plan (prior version) approved and ratified by the
Stockholders on 5/18/04


This Amended and Restated Plan approved by the Governance, Compensation
and Nominating Committee on


November 18, 2008, to be effective December 31, 2008


This Amended and Restated Plan approved by the Board of Directors on November 18,
2008, to be effective


December 31, 2008


 


COMERICA INCORPORATED


 


AMENDED AND
RESTATED


 


EMPLOYEE STOCK PURCHASE


 


PLAN


 


(AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)


 

















 


COMERICA
INCORPORATED


AMENDED
AND RESTATED


EMPLOYEE
STOCK PURCHASE PLAN


 


TABLE OF
CONTENTS


 


	
  SECTION I — PURPOSE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION II — DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION III — INTRODUCTION

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION IV — PARTICIPATION

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION V — CONTRIBUTIONS

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION VI — ACQUISITION OF
  CORPORATION SHARES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION VII — RIGHTS WITH RESPECT TO
  SHARES HELD IN PLAN

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION VIII — WITHDRAWALS FROM PLAN

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION IX — MISCELLANEOUS PROVISIONS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION X — EFFECTIVE DATE OF PLAN

  	
   

  	
  11

  



 

















 


SECTION I -PURPOSE


 


The Board of
Directors of Comerica Incorporated (the ACorporation@)
believes that the interests of the Corporation are served through share
ownership of the Corporation by its employees. 
Such ownership strengthens the sense of identity between the Corporation
and its employees and furthers a unity of purpose among the Corporation, its
employees and its stockholders.  It is
the purpose of this Comerica Incorporated Amended and Restated Employee Stock
Purchase Plan to provide a convenient means through which employees of the
Corporation and its subsidiaries and affiliates may acquire shares in the
Corporation.


 


SECTION II -DEFINITIONS


 


Whenever used
in the Plan, the following terms shall have the meanings set forth below.


 


A.            “Account” means an account
established for each Participant under the Plan to hold Corporation Shares
acquired for the Participant’s account with Payroll Withholding Contributions,
Other Permitted Contributions, Service Award Contributions, Matching Contributions,
Share Retention Contributions and/or Reinvested Cash Dividends.


 


B.            “Beneficiary(ies)” means the
individual(s) to whom the balance of the Participant’s Account  is to be distributed in the event assets
remain in such Account at the time of the Participant’s death, or by whom any
rights of the Participant, after the Participant’s death, may be exercised.


 


C.            “Beneficiary Designation Form”
means the form used to designate the Participant’s Beneficiary(ies), as such
form may be modified by the Committee or the Plan Administrator from time to
time.


 


D.            “Bi-Weekly Base Pay” means
the gross amount of cash compensation a Participant receives during each
bi-weekly pay period, including, without limitation, base pay, incentive
compensation paid through the Management Incentive Plan, or through a specific
business unit incentive plan, referral awards, ROAR payments, overtime, shift
differential and commissions, lump sum merit bonuses (effective as of January 22,
1999) and/or such other payments as the Committee or the Plan Administrator may
determine appropriate from time to time for such purposes.  Bi-Weekly Base Pay shall not include any
amount which is deferred under the Deferred Compensation Plan(s).


 


E.             “Board” means the Board of
Directors of Comerica Incorporated.


 


F.             “Code” means the Internal
Revenue Code of 1986, as amended.  All
references to sections of the Code shall be deemed to refer to any successor
provisions to such sections.


 


G.            “Committee” means the
committee appointed by the Board to administer the Plan as provided
herein.  Unless otherwise determined by
the Board, the Governance, Compensation and Nominating Committee of the Board
shall be the Committee.


 


1

















 


H.            “Corporation” means Comerica
Incorporated, a Delaware corporation. 
For purposes of Plan provisions relating to eligibility to participate
or receive or make contributions, it shall also include subsidiaries and
affiliates of the Corporation.


 


I.              “Corporation Shares” means
shares of $5.00 par value common stock of the Corporation.


 


J.             “Custodian Bank” means
Comerica Bank, a Texas banking association, or such other institution as may be
appointed by the Corporation to hold Corporation Shares in Accounts of
Participants under the Plan.


 


K.            “Deferred Compensation Plan(s)”
means the 1999 Comerica Incorporated Deferred Compensation Plan, together with
any and all amendments, restatements and/or modifications thereof, and/or the
1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive
Award Plan, together with any and all amendments, restatements and/or
modifications thereof, or any plan adopted by the Corporation as a successor to
the foregoing.


 


L.             “Disability” has the meaning
set forth in Section V(D) hereof.


 


M.           “Employee” means an individual
who renders service to the Corporation or one of its subsidiaries or affiliates
as a common law employee or officer.


 


N.            “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


O.            “Management Incentive Plan”
means the Amended and Restated Comerica Incorporated Management Incentive Plan,
together with any and all amendments, restatements and/or modifications
thereof, or any plan adopted by the Corporation as a successor to the
foregoing.


 


P.             “Matching Contribution” means,
subject to the limitations of Section V(C) hereof, a contribution by
the Corporation, the gross amount of which shall equal 15% of the aggregate
amount of Payroll Withholding Contributions, Service Award Contributions and/or
Other Permitted Contributions made during the previous quarter.  The Matching Contribution, net of all
applicable withholding and deductions, shall be used to purchase Corporation
Shares.


 


Q.            “Other Permitted Contribution”
means a non-periodic contribution of a Participant to the Plan pursuant to
guidelines approved by the Committee or the Plan Administrator from time to
time.


 


R.            “Participant” means an
Employee or former Employee who has an Account under the Plan.


 


S.             “Payroll Withholding
Contribution” means a contribution of a Participant under the Plan equal to
the percentage of the Participant’s gross Bi-Weekly Base Pay such Participant 


 


2

















 


has elected to contribute to
the Plan; provided, however, that in the event the Participant’s pay, less all
applicable withholding and deductions, is less than the amount of his or her
elected contribution, the contribution shall be reduced so as not to exceed
100% of the Participant’s net pay. Payroll Withholding Contributions shall be
withheld by the Corporation and forwarded to the Custodian Bank, which shall
utilize such contributions to purchase Corporation Shares for allocation to the
Employee=s Account in accordance with the
provisions of the Plan.


 


T.            “Plan” means the Comerica
Incorporated Amended and Restated Employee Stock Purchase Plan, as set forth
herein and as hereinafter amended and/or restated from time to time.


 


U.            “Plan Administrator” means,
unless determined otherwise by the Board or the Committee, the Chief Human
Resources Officer (or, if no individual is the Chief Human Resources Officer,
then the designated acting Chief Human Resources Officer).


 


V.            “Plan Year” means the fiscal
year on which the records of the Plan are kept, which shall be the calendar
year; provided, however, that the first Plan Year shall be the period
commencing April 1, 1997 and ending December 31, 1997.


 


W.           “Reinvested Cash Dividends”
means cash dividends paid on Corporation Shares allocated to a Participant’s
Account which are utilized to purchase additional Corporation Shares for such
Participant’s Account.


 


X.            “Retirement” has the meaning
set forth in Section V(D) hereof.


 


Y.            “Section 16 Insider”
means any Participant who is designated by the Corporation as a reporting
person under Section 16 of the Exchange Act.


 


Z.            “Service Award” means a
discretionary award, in the form of a Service Award Contribution, made by the
Corporation in recognition of an Employee=s
service to the Corporation.


 


AA.        “Service Award Contribution”
means a discretionary contribution by the Corporation to be allocated to a
Participant’s Account in recognition of an Employee=s
service to the Corporation.  The Service
Award Contribution, net of any applicable withholding and deductions, shall be
used to purchase Corporation Shares.


 


BB.          “Share Retention Contribution”
means, subject to fulfillment of the requirements in Section V(D) hereof,
a contribution by the Corporation to be allocated to a Participant’s Account in
a Plan Year equal to 5% of the amount of Payroll Withholding Contributions,
Service Award Contributions and/or Other Permitted Contributions made to such
Participant’s Account in the first of the two immediately preceding Plan Years
as set forth in Section V(D).  Share
Retention Contributions shall be utilized to purchase additional Corporation
Shares for the Participant’s Account.


 


3

















 


CC.          “Two-Plan-Year-Period” means
the two Plan Years immediately preceding the Plan Year in which a Share
Retention Contribution is made.


 


SECTION III - INTRODUCTION


 


A.            Administration.  The Plan shall be administered by the
Committee; provided, however, that the Board shall have the authority to
exercise any and all duties and responsibilities assigned to the Committee
under the Plan.  The Committee may
delegate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities
and powers to any person or persons selected by it, including, without
limitation, the Plan Administrator.  In
addition, unless determined otherwise by the Board or Committee, the Plan
Administrator shall handle the day-to-day administration of the Plan.  The Plan Administrator may employ
accountants, legal counsel and any other experts he or she deems advisable to
assist in the administration of the Plan.


 


B.            Corporation Shares.  The aggregate number of Corporation Shares
which may be purchased, or awarded as Service Award Contributions, under the
Plan shall not exceed 5,000,000.


 


C.            Adjustments.  In the event the number of outstanding
Corporation Shares changes as a result of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination, or
exchange of shares, split-up, split-off, spin-off, liquidation or other similar
change in capitalization, or any distribution made to holders of Corporation
Shares other than cash dividends, the number of Corporation Shares that may be
purchased, or awarded as Service Award Contributions, under the Plan shall be
automatically adjusted, and the Committee shall be authorized to make such
other equitable adjustments as it deems necessary so that the value of the
interest of the Participants shall not be decreased by reason of the occurrence
of such event.  Any such adjustment shall
be deemed conclusive and binding on the Corporation, each Participant, his or
her Beneficiaries and all other interested parties.


 


D.            Supplements.  From time to time, supplements may be
attached by amendment to and form a part of this Plan and shall be given the
same effect that such provision would have if it was incorporated within the
basic text of the Plan.  Such supplements
may modify or supplement the provisions of the Plan as they apply to particular
groups of Employees or groups of Participants, shall specify the persons
affected by such supplements and shall supersede the other provisions of the
Plan  to the extent necessary to
eliminate inconsistencies between the Plan provisions and the provisions of
such supplements.


 


E.             Non-Resident Aliens.  With respect to non-resident alien Employees,
the Committee or Plan Administrator may adopt one or more sets of procedures
and provisions, which may be different than those included in this Plan for
other Participants, with each set of procedures and provisions applying to some
or all of such non-resident alien Employees, as determined by the Committee in
its sole discretion or the Plan Administrator in his or her sole discretion, in
order to comply with the applicable laws of the respective jurisdiction(s) in
which 


 


4

















 


such non-resident alien
Employees live or work and/or to take into account other legal, tax, accounting
and similar issues arising by virtue of the participation of such non-resident
alien Employees.  The adoption of any
such procedures and provisions shall not be deemed an amendment to this Plan.


 


F.             Applicable Law.  To the extent not preempted by the laws of
the United States, the laws of the State of Delaware shall be the controlling
law in all matters relating to this Plan.


 


SECTION IV - PARTICIPATION


 


A.            Eligibility.  Any person who is or becomes an Employee may
commence participation in the Plan as soon as administratively feasible on or
subsequent to such individual’s date of hire; provided, however, that for
purposes of the Plan, the Committee or the Plan Administrator may exclude from
eligibility non-resident aliens (or classes of non-resident aliens), if any,  if the requirements of local law, rules or
regulations, including without limitation, the tax, labor, accounting or
securities laws, rules, regulations or consequences, make participation by such
non-resident aliens (or class(es) of non-resident aliens) impractical, as
determined by the Committee in its sole discretion or the Plan Administrator in
his or her sole discretion.


 


B.            Enrollment.  Enrollment in the Plan shall be accomplished
by such procedures as are established by the Committee or the Plan
Administrator from time to time.  Unless
determined otherwise by the Committee or the Plan Administrator, Payroll
Withholding Contributions will commence as of the first pay period which begins
not less than ten days following a Participant’s communication of instructions
to commence such contributions.  Other
Permitted Contributions will be made as soon as is administratively feasible,
as determined by the Committee or the Plan Administrator, following the
Corporation=s receipt of instructions to
commence such contributions.


 


C.            Election Changes.  A Participant may increase, decrease, cease
or resume the amount of his or her Payroll Withholding Contributions by
communicating further instructions pursuant to such procedures as are
established by the Committee or the Plan Administrator from time to time.  Election changes shall become effective as
soon as administratively feasible after instructions have been properly
communicated.  There shall be no
limitation on the number of election changes a Participant may make.  A discontinuance of contributions in and of
itself shall not constitute a withdrawal from the Plan.


 


SECTION V - CONTRIBUTIONS


 


A.            Payroll Withholding Contributions.  Any Payroll Withholding Contribution shall
equal at least 0.5% but not exceed 100% of a Participant’s Bi-Weekly Base Pay,
net of all other applicable withholding and deductions. The Corporation shall
remit these contributions to the Custodian Bank promptly.


 


5














 


B.            Other Permitted Contributions.  A Participant may make Other Permitted
Contributions in a single sum at such time or times permitted by the Committee
or the Plan Administrator.


 


C.            Matching Contributions.  The Corporation shall make a Matching
Contribution equal to 15% of the Payroll Withholding Contributions, Service
Award Contributions and/or Other Permitted Contributions made by, or on behalf
of, each Participant during any calendar quarter, provided there have been no
withdrawals from the Participant’s Account during such quarter.  Matching Contributions will not be made with
respect to Share Retention Contributions. 
In addition, Matching Contributions will not be made with respect to
Payroll Withholding Contributions, Service Award Contributions and/or Other
Permitted Contributions made during any Plan Year to the extent such
contributions exceed $25,000 in the aggregate. 
Matching Contributions will be made at or after the end of each calendar
quarter, but in no event later than the March 15th of the Plan Year immediately following the end
of the applicable calendar quarter. 
Matching Contributions shall be net of all applicable withholding and
deductions.  A Participant shall be
eligible to receive a Matching Contribution with respect to a calendar quarter
if there have been no withdrawals during such quarter, even if the Participant’s
employment terminated during such quarter for any reason.


 


D.            Share Retention Contributions.  Subject to the conditions and limitations of
this Section V(D), the Corporation shall allocate Share Retention
Contributions to the Accounts of those Participants who qualify therefor.  Subject to the conditions and limitations of
this Section V(D), a Participant shall qualify for a Share Retention
Contribution in a Plan Year if the Participant is employed on the last day of
the relevant Two-Plan-Year-Period, and if, during such Two-Plan-Year-Period,
there has not been a withdrawal of any of the following:


 


(i)            Payroll Withholding Contributions, Service Award
Contributions or Other Permitted Contributions made during such period;


 


(ii)           Matching Contributions made during such period;


 


(iii)          Corporation Shares purchased with any contributions
referred to in to Section V(D)(i) or (ii); or


 


(iv)          Corporation Shares purchased with dividends paid with
respect to any shares referred to in Section V(D)(iii).


 


Share
Retention Contributions will not be made with respect to Matching
Contributions.  In addition, Share
Retention Contributions will not be made with respect to Payroll Withholding
Contributions, Service Award Contributions and/or Other Permitted Contributions
made during any Plan Year to the extent such contributions exceed $25,000 in
the aggregate.  Except as otherwise
provided herein, Share Retention Contributions shall be made as soon as
reasonably practicable after the first day of the Plan Year following a
Two-Plan-Year-Period, but in no event later than the March 15th of the Plan Year immediately following the end
of the Two-Plan-Year-Period. Share Retention Contributions shall be net of all
applicable withholding and deductions.


 


6

















 


Notwithstanding
anything in this Section V(D) to the contrary, a Participant whose
employment terminates by reason of Retirement, death or Disability prior to the
end of a Two-Plan-Year-Period shall be eligible to receive a Share Retention
Contribution with respect to such partial Two-Plan-Year-Period (consisting of
the Plan Year during which the Participant’s employment so terminates and the
immediately preceding Plan Year) if and only if there have been no withdrawals
during such period (prior to termination of employment).  The Share Retention Contribution made on
behalf of any such eligible terminated Participant with respect to such period
shall be prorated based on the number of days during the final Plan Year that
the Participant was employed and shall be net of all applicable withholding and
deductions.   Notwithstanding any
provision herein to the contrary, the Share Retention Contribution made on
behalf of any such eligible terminated Participant shall be made as soon as
reasonably practicable, but not later than the March 15th, after the first
day of the Plan Year following the Plan Year that includes the Participant’s
Retirement, death or Disability.


 


For purposes
of this Section V(D), a Participant’s employment shall be considered to
have terminated by reason of Retirement if he or she terminates employment with
eligibility for, and elects to commence receipt of, an early or normal retirement
benefit under a tax-qualified defined benefit retirement plan maintained by the
Corporation, and a Participant’s employment shall be considered to have
terminated by reason of Disability if he or she terminates employment with
eligibility for, and is awarded, disability benefits under a long-term
disability plan maintained by the Corporation.(1)


 


E.             Service Award Contributions.  The Corporation may make Service Award
Contributions to the Accounts of those Employees whom it wishes to recognize
for service to the Corporation.  Service
Award Contributions are made at the discretion of the Corporation.  All Corporation Service Awards related to
Corporation Shares shall be made under this Plan through such Service Award
Contributions.


 


F.             Assignment of Rights Under the
Plan.  Unless otherwise determined by
the Committee, a Participant’s Account shall not be transferable by a
Participant otherwise than by will or by the laws of intestacy; provided,
however, that, a Participant may, in accordance with Section IX(A) and
in the manner established by the Committee, designate one or more Beneficiaries
to exercise the rights of the Participant and to receive any property payable
or distributable with respect to such Participant’s Account upon the death of
the Participant.  Except as otherwise set
forth in the Plan, during the Participant’s lifetime, only the Participant (or,
if permissible under applicable law, the Participant’s guardian or legal
representative) may make elections or withdrawals with respect to such Participant’s
Account.  Unless otherwise determined by
the Committee, a Participant’s Account, or rights with respect to such Account,
may not be pledged, alienated, attached or otherwise encumbered, and any
purported pledge, 


 






(1) Please
note that determination of disability and award of disability benefits may
occur retroactively long after the Participant’s employment termination date
and after the date that Share Retention Contribution determinations were
otherwise made for the relevant Plan Year.


 


7

















 


alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Corporation or
any of its subsidiaries or affiliates.


 


SECTION VI - ACQUISITION
OF CORPORATION SHARES


 


A.            Application of Current
Contributions.  As soon as reasonably
practicable following its receipt of Payroll Withholding Contributions, Other
Permitted Contributions, Service Award Contributions, Matching Contributions
and/or Share Retention Contributions, the Custodian Bank shall purchase the
maximum number of Corporation Shares that the funds allocated to each
Participant’s Account may purchase at the then-prevailing market prices.  Such purchases may be in the open market or
directly from the Corporation. 
Corporation Shares so acquired shall be allocated to the relevant
Participant’s Account.


 


B.            Reinvested Cash Dividends.  Any cash dividends paid on Corporation Shares
allocated to any Participant’s Account shall be utilized by the Custodian Bank
to purchase additional Corporation Shares at prices and in the manner specified
above.


 


C.            Book Entry.  Unless otherwise determined by the Committee
or the Plan Administrator, Corporation Shares held under the Plan shall be held
in book entry form, and the Custodian Bank or its nominee shall be identified
as the owner thereof while such Corporation Shares remain in the Plan.


 


SECTION VII - RIGHTS
WITH RESPECT TO SHARES HELD IN PLAN


 


All rights
accruing to an owner of record of Corporation Shares shall belong to and be
vested in the Participant for whose Account such Corporation Shares are being
held by the Custodian Bank, including, without limitation, the right to receive
all dividends payable in respect of such Corporation Shares, the right to
receive all notices of stockholders’ meetings, the right to vote and the right
to tender or refrain from tendering such Corporation Shares in response to a
tender offer.


 


SECTION VIII - WITHDRAWALS
FROM PLAN


 


A.            In-Service Withdrawals.  A Participant may withdraw all or any portion
of the balance of his or her Account from the Plan during the Participant’s
employment.  Unless determined otherwise
by the Committee or the Plan Administrator, if the value of the Participant’s
Account at the time the in-service withdrawal is requested is less than the
value of ten Corporation Shares at such time, distribution will be made to the
Participant in cash.  Otherwise, the
Participant may elect to receive a distribution in the form of cash or
Corporation Shares.  Any brokerage
commissions incurred in connection with the sale of Corporation Shares to
facilitate a distribution shall be charged to the Participant’s Account.  A Participant shall not be entitled to
receive a Matching Contribution with respect to any Payroll Withholding
Contributions, Service Award Contributions and/or Other Permitted Contributions
made during a calendar quarter if the Participant has made an in-service
withdrawal during such quarter.


 


8

















 


B.            Termination Withdrawals.  A Participant or his or her Beneficiary(ies)
must submit an application to withdraw the balance of his or her account not
later than ninety days after the Participant’s employment terminates due to
death, Disability, Retirement, voluntary resignation, involuntary dismissal or
any other reason, or within ninety days after the Participant or his or her
legal representative receives notice that the Plan has terminated. A withdrawal
application will be provided to the Participant or Beneficiary(ies) upon the
occurrence of any of the aforementioned circumstances.  The application must be returned to the
Custodian Bank within ninety days of receipt. 
If the Custodian Bank does not receive a withdrawal application by the
specified deadline, it will distribute the balance of the Participant’s Account
to the Participant or his or her legal representative in the form of whole
Corporation Shares registered in the Participant’s name; provided, however,
that unless determined otherwise by the Committee or the Plan Administrator, if
the value of the Participant’s Account on the date of distribution is less than
the value of ten Corporation Shares at such time, the distribution will be made
in cash.  If the Custodian Bank receives
a withdrawal application by the specified deadline and the value of the
Participant’s Account at the time the termination withdrawal is requested is
less than the value of ten Corporation Shares at such time, then unless
determined otherwise by the Committee or the Plan Administrator, the
distribution will be made in cash. 
Otherwise, the Participant or his or her Beneficiary(ies) may elect to
receive a distribution in the form of cash or Corporation Shares.


 


C.            Fractional Shares and Brokerage
Commissions.  In all cases, cash will
be paid in lieu of fractional Corporation Shares.  Any brokerage commissions incurred in
connection with the sale of Corporation Shares to facilitate a distribution
will be charged to the Participant’s Account.


 


D.            Special Rule Applicable To Section 16
Insiders. Except as otherwise determined by the Committee, a Section 16
Insider shall not be permitted to receive a cash distribution from the Plan,
if, within the previous six months, he or she (or any other person whose
transactions are attributed to the Section 16 Insider under Section 16
of the Exchange Act) either (i) acquired Corporation Shares in the open
market or pursuant to a private transaction; or (ii) made an election
under the Plan (or under any other Plan sponsored by the Corporation) that
resulted in an acquisition of equity securities of the Corporation within the
meaning of that term under Section 16 of the Exchange Act.  The Committee or Plan Administrator may make
such other rules as are necessary to comply with Section 16 of the
Exchange Act, as amended from time to time.


 


SECTION IX - MISCELLANEOUS
PROVISIONS


 


A.            Designation of Beneficiary.  Upon becoming a Participant of the Plan, each
Participant shall submit to Comerica Incorporated, Human Resources - Benefits,
Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201 (or to such
other unit or person as designated by the Committee from time to time) a
Beneficiary Designation Form designating one or more Beneficiaries to whom
the balance of the Participant’s Account 
is to be distributed in the event assets remain in such Account at the
time of the Participant’s death, or by whom any rights of the Participant,
after the Participant’s death, may be exercised.  A Beneficiary Designation 


 


9

















 


Form will be effective only
if it is signed by the Participant and submitted before the Participant’s
death.  Any subsequent Beneficiary
Designation Form properly submitted will supersede any previous
Beneficiary Designation Form so submitted. 
If a Participant designates a spouse as a Beneficiary, such designation
shall automatically terminate and be of no effect following the divorce of the
Participant and such individual, unless ratified in writing post-divorce.


 


If the primary
Beneficiary shall predecease the Participant or the primary Beneficiary and the
Participant die in a common disaster under such circumstances that it is
impossible to determine who survived the other, the balance of the Participant’s
Account shall be distributed to the alternate Beneficiary(ies) who survive(s) the
Participant in accordance with this Plan. If there are no alternate
Beneficiaries living or in existence at the date of the Participant’s death, or
if the Participant has not submitted a valid Beneficiary Designation Form to
the Corporation, the balance of the Participant’s Account shall be distributed
in accordance with the terms of the Plan to the legal representative for the
benefit of the Participant’s estate.


 


The
Corporation reserves the right to distribute the balance of a Participant’s
Account to his or her estate notwithstanding the designation of a Beneficiary,
if the Corporation is unable to locate the Beneficiary, a dispute arises among
Beneficiaries or under any other circumstances the Corporation deems
appropriate.


 


B.            Withholding of Taxes.  The Corporation shall withhold from any
amounts payable to the Participant all Federal, state, city, or other taxes
and/or other amounts as legally required by reason of Participant’s
participation in this Plan.


 


C.            Expenses.  All charges of the Custodian Bank, the cost
of maintenance of the Accounts of Participants, the purchase of Corporation
Shares, and the cost of transferring Corporation Shares to the Participants and
Beneficiaries shall be borne by the Corporation; provided, however, that brokerage
charges involved in the sale of Corporation Shares, if any, shall be charged to
the relevant Participant’s Account.


 


D.            Compliance With Legal
Requirements.  The Corporation shall
be bound by all applicable laws in operating this Plan and shall administer and
interpret this Plan in accordance with legal requirements.


 


10

















 


E.             Amendment, Term and Termination.  The Committee reserves the right to amend
and/or restate the Plan at any time or to terminate the Plan.  The Plan shall continue indefinitely until
terminated by the Committee.


 


SECTION X - EFFECTIVE
DATE OF PLAN


 


This amendment
and restatement of the Plan will be effective as of December 31, 2008.


 


11