Exhibit 10.18


 


1999 COMERICA
INCORPORATED


 


AMENDED AND RESTATED


 


DEFERRED COMPENSATION
PLAN


 


 


(Amended and Restated Effective December 31, 2008)


 

















 


1999
COMERICA INCORPORATED


AMENDED
AND RESTATED


DEFERRED
COMPENSATION PLAN


 


	
  ARTICLE I

  	
  PURPOSE AND INTENT

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  A.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ELECTION TO PARTICIPATE IN THE PLAN

  	
  4

  
	
   

  	
   

  	
   

  
	
  A.

  	
  COMPLETION OF IRREVOCABLE ELECTION FORM

  	
  4

  
	
  B.

  	
  CONTENTS OF IRREVOCABLE ELECTION FORM

  	
  5

  
	
  C.

  	
  EFFECT OF SUBMITTING AN IRREVOCABLE ELECTION FORM

  	
  5

  
	
  D.

  	
  SPECIAL RULES APPLICABLE TO IRREVOCABLE ELECTION FORMS AND
  DEFERRAL OF COMPENSATION

  	
  5

  
	
  E.

  	
  DEFERRED COMPENSATION TRANSFERRED INTO THE PLAN

  	
  6

  
	
  F.

  	
  SUBSEQUENT ELECTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DEFERRED COMPENSATION ACCOUNTS AND
  INVESTMENT OF DEFERRED COMPENSATION

  	
  7

  
	
   

  	
   

  	
   

  
	
  A.

  	
  DEFERRED COMPENSATION ACCOUNTS

  	
  7

  
	
  B.

  	
  EARNINGS AND CHARGES ON ACCOUNTS

  	
  7

  
	
  C.

  	
  CONTRIBUTION OF COMPENSATION DEFERRALS TO TRUST

  	
  7

  
	
  D.

  	
  INSULATION FROM LIABILITY

  	
  7

  
	
  E.

  	
  OWNERSHIP OF COMPENSATION DEFERRALS

  	
  8

  
	
  F.

  	
  SPECIAL RULE APPLICABLE TO CERTAIN REALLOCATIONS

  	
  8

  
	
  G.

  	
  ADJUSTMENT OF ACCOUNTS UPON CHANGES IN CAPITALIZATION

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  DISTRIBUTION OF COMPENSATION DEFERRALS

  	
  9

  
	
   

  	
   

  	
   

  
	
  A.

  	
  IN GENERAL

  	
  9

  
	
  B.

  	
  DESIGNATION OF BENEFICIARY

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  AMENDMENT OR TERMINATION

  	
  13

  
	
   

  	
   

  	
   

  
	
  A.

  	
  AMENDMENT OF PLAN

  	
  13

  
	
  B.

  	
  TERMINATION OF PLAN

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  AUDITING OF ACCOUNTS AND STATEMENTS TO
  PARTICIPANTS

  	
  14

  
	
   

  	
   

  	
   

  
	
  A.

  	
  AUDITING OF ACCOUNTS

  	
  14

  
	
  B.

  	
  STATEMENTS TO PARTICIPANTS

  	
  14

  
	
  C.

  	
  FEES AND EXPENSES OF ADMINISTRATION

  	
  14

  
	
  D.

  	
  NONCOMPLIANCE

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS PROVISIONS

  	
  15

  
	
   

  	
   

  	
   

  
	
  A.

  	
  VESTING OF ACCOUNTS

  	
  15

  
	
  B.

  	
  PROHIBITION AGAINST ASSIGNMENT

  	
  15

  
	
  C.

  	
  NO EMPLOYMENT CONTRACT

  	
  15

  
	
  D.

  	
  SUCCESSORS BOUND

  	
  15

  
	
  E.

  	
  PROHIBITION AGAINST LOANS

  	
  15

  
	
  F.

  	
  ADMINISTRATION BY COMMITTEE

  	
  15

  
	
  G.

  	
  GOVERNING LAW AND RULES OF CONSTRUCTION

  	
  16

  
	
  H.

  	
  POWER TO INTERPRET

  	
  16

  
	
  I.

  	
  COMPLIANCE & SEVERABILITY

  	
  16

  



 


i

















 


	
  J.

  	
  CLAIMS PROCEDURES

  	
  16

  
	
  K.

  	
  EFFECTIVE DATE

  	
  16

  



 


ii

















 


ARTICLE I 

PURPOSE AND INTENT


 


The 1999 Comerica Incorporated Amended and Restated
Deferred Compensation Plan (the “Plan”) enables Participants to defer receipt
of all or a portion of their Compensation 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


 


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


 


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


 


2.             “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.


 


3.             “Annual Base Compensation” means all ordinary and
regular compensation earned by a Participant during a calendar year, including
overtime and commissions.


 


4.             “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.


 


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


 


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


 


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


 


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


 


9.             “Comerica Stock Fund” means the investment option
established under the Plan in which a Participant may have requested, prior to January 1,
1999, to have Compensation Deferrals be deemed invested in units whose value is
tied to the market value of shares of Comerica Stock.


 


1

















 


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


 


11.           “Compensation” means gross salary from the Employer, including
Annual Base Compensation, any Incentive Award and any other form of cash
remuneration approved by the Committee.


 


12.           “Compensation Deferral(s)” means the amount of
Compensation deferred pursuant to an Irrevocable Election Form, plus any amount
of Compensation deferred under another deferred compensation plan that is
transferred into the Plan pursuant to Article III(F), and where the
context requires, shall include earnings on said amounts.


 


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


 


14.           “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.


 


15.           “Eligible Employee” means an individual employed by an
Employer who is: (i) eligible to receive Compensation under the Management
Incentive Plan; or (ii) eligible to receive Compensation under an
incentive program sponsored by any business unit of the Employer and a member
of a select group of management or highly compensated employees for the period
with respect to which the election relates.


 


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


 


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


 


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


 


19.           “Incentive Award” means (a) a business unit incentive
or (b) 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 foregoing, the term “Incentive
Award” shall not include business unit incentives granted under any warrant
compensation plan.


 


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20.           “Irrevocable Election Form” means the form used by an
Eligible Employee or Participant to make deferral elections under this Plan, as
provided by the Corporation, and as revised from time to time.


 


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


 


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


 


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


 


24.           “Plan” means the 1999 Comerica Incorporated Amended and
Restated Deferred Compensation Plan, the provisions of which are set forth
herein, as they may be amended from time to time.


 


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


 


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


 


27.           “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 completes five (5) years
of service or (ii) the date on which the Participant attains age
sixty-five (65) .


 


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


 


29.           “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.


 


30.           “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) 


 


3

















 


months). 
The determination of whether a Separation from Service has occurred
shall be made by the Plan Administrator in accordance with the provisions of
Code Section 409A and the Regulations promulgated thereunder.


 


32.           “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.


 


33.           “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).


 


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


 


35.           “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.


 


1.             Deferrals of Annual Base Compensation and
Non-Performance Based Incentive Awards. 
An Eligible Employee who wishes to become a Participant in the Plan must
submit a signed Irrevocable Election Form in accordance with Article III(B) and
(D) below within the time frame permitted by the Plan Administrator, which
shall in no event be later than the last business date preceding the calendar
year in which such Annual Base Compensation or Incentive Award that does not
qualify as Section 409A Performance Based Compensation is earned.


 


2.             Deferrals of Section 409A Performance Based Compensation.    Notwithstanding the preceding subparagraph,
any Eligible Employee who wishes to defer an Incentive Award that qualifies as Section 409A
Performance Based Compensation must submit a signed Irrevocable Election Form in
accordance with Article III(B) and (D) below within the time
frame permitted by the Plan Administrator, which shall in no 


 


4

















 


event be later than six (6) months
before the end of the applicable Performance Period during which the Incentive
Award may be earned.


 


The Eligible Employee will be deemed to have made an election to
participate in this Plan on the date that the Corporation receives the
Irrevocable Election Form.  An Eligible
Employee or Participant must timely file an Irrevocable Election Form with
respect to each calendar year or Performance Period in which he or she wishes
to defer Compensation. Notwithstanding anything in this Article III to the
contrary, the Committee, in its sole discretion, may impose limitations on the
percentage or dollar amount of any election to defer Compensation hereunder.


 


B.            Contents of Irrevocable Election
Form.  Each Irrevocable Election Form shall:  (i) designate the amount of Compensation
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 Compensation to the Participant until the Participant’s Separation
from Service; (iii) state how the Participant wishes to receive payment of
the Compensation Deferrals at Retirement (e.g. in a lump sum or installments);
and (iv) contain other provisions the Plan Administrator deems
appropriate.


 


C.            Effect of Submitting an
Irrevocable Election Form.  Upon  submission of his or her Irrevocable Election
Form, an eligible Employee 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 Compensation 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 Compensation.


 


1.             Deferral Election to be Made Before Compensation is
Earned.  Compensation may only be
deferred to the extent that it has not yet been earned by the Eligible Employee
or Participant.


 


2.             Deferral Elections for Performance-Based Incentive
Awards.  An eligible Employee or
Participant may elect to defer an Incentive Award that qualifies as Section 409A
Performance Based Compensation in accordance with Article III(A)(2) above;
provided, that 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 such 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 Employee may file an Irrevocable Election Form with the 


 


5

















 


Corporation within thirty (30) days after the
date such individual first becomes eligible to participate in the Plan with
respect to Compensation earned for services performed after the date of the
election (which, with respect to Incentive Awards that qualify as Section 409A
Performance Based Compensation, shall be limited 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 Compensation and the
selection of the time and manner of payment of the Compensation 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.             Deferred Compensation
Transferred into the Plan.


 


1.             At the discretion of the Committee, a Participant may be
permitted to transfer previously deferred compensation into the Plan, so long
as such amounts were deferred pursuant to the terms of a nonqualified deferred
compensation plan of an Employer. 
Further, such transfer will only be permitted if the Committee
determines (1) that the transfer will meet the applicable requirements of
the Plan; (2) will not adversely affect the Plan’s status as an “unfunded”
Plan for income tax purposes and for purposes of Title I of ERISA; (3) the
Participant has had no right, in conjunction with said transfer, to receive
such deferred compensation in cash; and (4) such transfer will not result
in a violation of Code Section 409A. 
Compensation Deferrals that are transferred into the Plan will be
allocated to the Participant’s Account and, unless otherwise stated, will be
subject to all of the terms and conditions of the Plan for Compensation
Deferrals, including, but not limited to the provisions of Article IV.


 


2.             Amounts transferred from the Imperial Bancorp Deferred
Compensation Plan effective November 30, 2001, were accepted into this
Plan pursuant to Resolutions of the Compensation Committee of the Board of
Directors of Comerica, signed January 21, 2002.  If any Participant, prior to November 30,
2001, had elected to receive a “Short-Term Payout” from such plan pursuant to
its Article 4, Section 4.1, such election shall be honored.  “Short-Term Payouts” are not permitted under
any other circumstances.


 


F.             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.


 


6














 


ARTICLE IV 


DEFERRED COMPENSATION ACCOUNTS


AND INVESTMENT OF DEFERRED COMPENSATION


 


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


 


B.                                     Earnings
and Charges on Accounts.  Upon
receipt of an Irrevocable Election Form, and from time to time thereafter, at
intervals to be determined by the Plan Administrator, each Participant shall be
permitted to select, in a form approved by and in accordance with procedures
established by the Plan Administrator, how the Participant chooses the balance
(and any earnings and dividends credited thereon) of his or her Account to be
deemed invested among investment options (which, for elections made on and
after January 1, 1999, shall not include the Comerica Stock Fund) selected
by the Plan Administrator.  If a
Participant fails to select the investment options in which his Account will be
deemed invested, the Participant’s Account shall be deemed invested in one or
more default investments selected by the Plan Administrator.


 


The Corporation shall be under no obligation to invest
any Account in the investment options selected by the Participant, and any
investments actually made by the Corporation with Compensation 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 Compensation Deferrals credited to the Account as
though the Compensation Deferrals had been hypothetically invested in the
investments options selected (or deemed selected) by the Participant as
provided below, 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.


 


C.                                     Contribution
of Compensation Deferrals to Trust. 
In the sole discretion of the Corporation, all or any portion of the
Compensation 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
Compensation Deferrals to the Trust.  Any
Compensation 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 


 


7

















 


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 Compensation 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 Compensation
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.


 


F.                                      Special
Rule Applicable To Certain Reallocations.


 


1.                                       Effective
January 1, 1999, a Participant may not elect to have any portion of his
Account deemed invested in the Comerica Stock Fund. Notwithstanding the
foregoing, a Participant whose Account, all or a portion of which is deemed
invested in the Comerica Stock Fund on January 1, 1999, may continue to
have such amounts deemed invested in the Comerica Stock Fund.  Further, except to the extent provided in
subsection (2) of this Section F, a Participant whose Account, all or
a portion of which is deemed invested in the Comerica Stock Fund on January 1,
1999, may elect to have all or any portion of such amounts deemed invested in
any other investment option selected by the Committee (which shall not include
the Comerica Stock Fund).  Amounts that
are reallocated from the Comerica Stock Fund to another investment option after
January 1, 1999 may not thereafter be deemed invested in the Comerica
Stock Fund.


 


2.                                       Notwithstanding
the provisions of subsection (1) above, a Section 16 Insider whose
Account, all or a portion of which is deemed invested in the Comerica Stock
Fund, may not elect to have all or any portion of such amounts to be deemed
invested into any other investment funds 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
shares of Comerica Stock 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.


 


To the extent consistent with rules under Section 16 of the
Exchange Act, the foregoing prohibitions shall not be applicable if the
reallocation is in connection with the Section 16 Insider’s death,
Disability, Retirement or termination of employment.


 


Notwithstanding any other provision of the Plan, effective January 1,
1999, except in the circumstances of death, Disability, Retirement or other
termination of 


 


8

















 


employment, a Section 16 Insider shall not be
permitted to receive a cash distribution from the Plan which is funded to any
extent by a disposition of his or her interest.


 


G.                                     Adjustment
of Accounts Upon Changes In Capitalization. 
With respect to Accounts that are deemed to be invested in whole or in
part in the Comerica Stock Fund, in the event the number of outstanding shares
of Comerica Stock changes as a result of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination, or exchange
of shares, split-up, spin-off, liquidation or other similar change in
capitalization, or any distribution made to common stockholders other than cash
dividends, the number or kind of shares of Comerica Stock in which such
Accounts are deemed to be invested shall be automatically adjusted, and the
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 COMPENSATION DEFERRALS


 


A.                                   In
General.  The Compensation Deferrals
shall be paid to the Participant or, if applicable, 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 cash, 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; provided, however,
that distribution of any portion of the Participant’s Account attributable to
amounts transferred into the Plan from the Imperial Entertainment Group Equity
Appreciation Rights Program, shall be made in a single lump sum payment
only.  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).


 


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
corresponding investment funds as reported on the exchange on which such funds
are listed or the market on which such funds are traded on the trading day
immediately prior to the distribution of the installment payment or Account
balance.


 


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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 cash, 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).  The value of the
Participant’s Account shall be determined based upon the closing price of the
corresponding investment funds as reported on the exchange on which such funds
are listed or the market on which such funds are traded on the trading day
immediately prior to the distribution of the Account balance.


 


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
cash, to the Participant or, if applicable, to the Participant’s legal
representative, in such manner as is specified in the applicable Irrevocable
Election Form.  The value of the
Participant’s Account shall be determined based upon the closing price of the
corresponding investment funds as reported on the exchange on which such funds
are listed or the market on which such funds are traded on the trading day
immediately prior to the distribution of the installment payment or Account
balance.


 


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
cash, to the Participant’s Beneficiary in a single lump sum distribution within
ninety (90) days following the date of the Participant’s death.  The value of the Participant’s Account shall
be determined based upon the closing price of the corresponding investment
funds as reported on the exchange on which such funds are listed or the market
on which such funds are traded on the trading day immediately prior to the
distribution of the Account balance.


 


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 to the Participant from the Participant’s Account, within
ninety (90) days following such Unforeseeable Emergency, 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 


 


10

















 


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


 


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
(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
following the date of such Participant’s Separation from Service (or, if
earlier, the date of such Participant’s death).


 


11

















 


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
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
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 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 which 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.


 


12

















 


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 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.


 


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 Compensation earned prior to the effective
date of such amendment except as the Committee 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 by 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 


 


13

















 


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 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.


 


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.


 


14

















 


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, Compensation 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, which includes Compensation Deferrals
transferred into the Plan from the Imperial Entertainment Group Equity Appreciation
Rights Program, notwithstanding the vesting schedule set forth in the Imperial
Entertainment Group Equity Appreciation Rights Program.


 


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


 


15

















 


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 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.


 


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


 


16














 


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 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 


 


A-1

















 


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 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 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-2

















 


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


 


(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 


 


B-1

















 


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
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, 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 


 


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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 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 


 


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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 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.


 


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