Exhibit
10.24


 


·
Original Plan approved by the Corporate Governance and Nominating Committee on March 23,
2004, by the Board of Directors on March 23, 2004 and by the Stockholders
on May 18, 2004


 


·
The Plan was amended and restated, and approved by the Corporate Governance and
Nominating Committee on July 26, 2005 and by the Board of Directors on July 26,
2005


 


·
The Plan was subsequently amended and restated by the Governance, Compensation
and Nominating Committee on November 18, 2008 and by the Board of Directors
on November 18, 2008


 


COMERICA INCORPORATED


AMENDED AND RESTATED
INCENTIVE PLAN


FOR


NON-EMPLOYEE DIRECTORS


 


(EFFECTIVE
DECEMBER 31, 2008)


 

















 


COMERICA
INCORPORATED

AMENDED AND RESTATED INCENTIVE PLAN 

FOR NON-EMPLOYEE DIRECTORS


 


(EFFECTIVE DECEMBER 31,
2008)


 


TABLE OF CONTENTS


 


	
  SECTION I

  	
  PURPOSE

  	
  1

  
	
  SECTION II

  	
  DEFINITIONS

  	
  1

  
	
  SECTION III

  	
  ADMINISTRATION

  	
  4

  
	
  SECTION IV

  	
  COMMON STOCK SUBJECT TO THE PLAN

  	
  5

  
	
  SECTION V

  	
  AWARDS

  	
  6

  
	
  SECTION VI

  	
  CHANGE OF CONTROL PROVISIONS

  	
  11

  
	
  SECTION VII

  	
  TERMINATION AND AMENDMENT

  	
  12

  
	
  SECTION VIII

  	
  UNFUNDED STATUS OF PLAN

  	
  13

  
	
  SECTION IX

  	
  GENERAL PROVISIONS

  	
  14

  
	
  SECTION X

  	
  EFFECTIVE DATE OF PLAN

  	
  15

  



 

















 


COMERICA
INCORPORATED


AMENDED
AND RESTATED INCENTIVE PLAN


FOR
NON-EMPLOYEE DIRECTORS


 


(EFFECTIVE DECEMBER 31,
2008)


 


SECTION I

PURPOSE


 


The purpose of this Comerica Incorporated Amended and
Restated Incentive Plan for Non-Employee Directors is to promote the continued
prosperity of Comerica Incorporated by aligning the financial interests of the
recipients of awards hereunder with those of the stockholders of Comerica
Incorporated, to provide an additional incentive for such individuals to remain
as directors, and to provide a means through which Comerica Incorporated may
attract well-qualified individuals to serve as directors.


 


This Plan was previously amended and restated to
comply with Internal Revenue Code (“Code”) Section 409A and the
Regulations and other interpretive authorities promulgated thereunder with
respect to Awards earned or vested on or after January 1, 2005, and Awards
earned and vested prior to January 1, 2005 that are materially modified
after October 3, 2004.


 


This Plan has been amended and restated again,
effective December 31, 2008, to reflect changes in guidance promulgated
under Code Section 409A and to reflect the Plan’s administration.


 


SECTION II

DEFINITIONS


 


For purposes of this Comerica Incorporated Amended and
Restated Incentive Plan for Non-Employee Directors, the following terms are
defined as set forth below:


 


A.                                   “Affiliate”
means (i) any entity that is controlled by the Corporation, whether
directly or indirectly, or (ii) any entity in which the Corporation has a
significant equity interest, as determined by the Committee.


 


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


 


C.                                     “Award”
means an Option Award, a Stock Appreciation Right Award, a Restricted Stock
Award, a Restricted Stock Unit Award or any Other Equity-Based Award.


 


D.                                    “Award
Agreement” means a written document setting forth the terms and conditions of
an Award.


 


1

















 


E.                                      “Beneficiary
Designation Form” means the form used to designate the Participant’s beneficiary(ies)
to whom any amounts payable in the event of the Participant’s death are to be
paid and by whom any rights of the Participant, after the Participant’s death,
may be exercised, as such form may be modified by the Committee from time to
time.


 


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


 


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


 


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


 


I.                                         “Committee”
means the Governance, Compensation and Nominating Committee or such other
committee of the Board as the Board may from time to time designate.


 


J.                                        “Common
Stock” means common stock, par value $5.00 per share, of the Corporation.


 


K.                                    “Corporation”
means Comerica Incorporated, a Delaware corporation.


 


L.                                      “Date
of Grant” means the effective date of an Award granted by the Committee to an
Award Recipient.


 


M.                                 “Disability”
means any medically determinable physical or mental impairment of any person(s) who
is unable to engage in any substantial gainful activity which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months.


 


N.                                    “Eligible
Director” means any individual serving as a member of the Board who is not an
employee of the Corporation or any of its Subsidiaries or Affiliates.


 


O.                                    “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.


 


P.                                      “Fair
Market Value” means, as of any given date, the closing price of Common Stock on
the New York Stock Exchange, Inc. on that date, or if the Common Stock was
not traded on the New York Stock Exchange, Inc. on such date, then on the
last preceding date on which the Common Stock was traded.  If Fair Market Value for any date in question
cannot be determined as provided above, then Fair Market Value shall be
determined by the Committee, provided that the Committee uses a reasonable
valuation method in accordance with the Regulations and applicable guidance
promulgated under Code Section 409A.


 


Q.                                    “Option”
means a right to purchase a specified number of shares of Common Stock during a
specified period pursuant to such terms as are determined by the Committee and
as may be set forth in the applicable Award Agreement.


 


2

















 


R.                                     “Option
Award” means an Award granted under Section V(A)(1).


 


S.                                      “Other
Equity-Based Award” means an Award granted under Section V(A)(5).


 


T.                                     “Participant”
means any individual who has received an Award.


 


U.                                    “Plan”
means the Comerica Incorporated Amended and Restated Incentive Plan for
Non-Employee Directors, as set forth herein and as hereinafter amended and/or
restated from time to time.


 


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


 


W.                                “Restricted
Stock” means shares of Common Stock that are subject to certain conditions and
restrictions, as determined by the Committee and as may be set forth in the
applicable Award Agreement.


 


X.                                    “Restricted
Stock Award” means an Award granted under Section V(A)(3).


 


Y.                                     “Restricted
Stock Unit” or “Unit” means a unit equivalent to a share of Common Stock that
is subject to certain conditions and restrictions, as determined by the
Committee and as may be set forth in the applicable Award Agreement.


 


Z.                                     “Restricted
Stock Unit Award” means an Award granted under Section V(A)(4).


 


AA.                         “Retirement”
means the date of the next annual shareholder’s meeting of the Corporation
immediately following the Director’s 70th birthday.


 


BB.                             “Section”
means, unless otherwise specified, a Section of the Plan.


 


CC.                             “Separation
from Service” means the date on which the Director ceases to be a director of
the Corporation; provided that a Separation from Service shall not have
occurred if the Corporation anticipates that the Director will continue to
provide services to the Corporation or a Subsidiary, whether as an employee or
consultant or in any other compensatory capacity.  The determination of whether a Separation
from Service has occurred shall be made by the Committee in accordance with Section 1.409A-1(h) of
the Treasury Regulations, or such other guidance with respect to Code Section 409A
that may be in effect on the date of determination.


 


DD.                           “Stock
Appreciation Right” means a right to receive payment in shares of Common Stock
equal to the excess of the Fair Market Value of a specified number of shares of
Common Stock on the date the Stock Appreciation Right is exercised (or, if the
Committee shall so determine, at any time during a specified period before or
after the date of exercise) over the grant price of the Stock Appreciation
Right as specified by the Committee, which price shall not be less than the
Fair Market Value of the same


 


3

















 


number of
shares of Common Stock on the date(s) of grant of the Stock Appreciation
Right.


 


EE.                               “Stock
Appreciation Right Award” means an Award granted under Section V(A)(2).


 


FF.                               “Subsidiary”
means any corporation, partnership or other entity, 50% or more of whose stock
or interest is owned, directly or indirectly, by the Corporation.


 


SECTION III

ADMINISTRATION


 


A.                                   The
Plan shall be administered by the Committee; provided, that the Board shall
have the authority to exercise any and all duties and responsibilities assigned
to the Committee under the Plan.  Among
other things, the Committee shall have the authority, subject to the terms of
the Plan, to determine the type or types of Award(s), if any, to be granted to
an Eligible Director, to grant Awards to Eligible Directors, to determine the
number of shares of Common Stock or Units to be covered by each such Award and
otherwise to determine the terms and conditions thereof, and to amend such
terms and conditions at any time and from time to time.  Awards may be granted singly or in any
combination.  Awards granted under the
Plan shall be evidenced by Award Agreements that set forth the terms and
conditions for the respective Award, which may include, among other things, the
provisions applicable in the event the Participant’s membership on the Board
terminates.  The Committee may, but need
not, require the execution by a Participant of any such Award Agreement.  Acceptance of the Award by the respective
Participant shall constitute acceptance of the terms and conditions of the
Award, including, without limitation, those set forth in the Award Agreement
and the Plan.


 


B.                                     The
Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any Award Agreement relating
thereto) and to otherwise supervise the administration of the Plan.  This includes the power and authority to
comply with the withholding and reporting requirements of Code Section 409A
and any interpretive authorities promulgated thereunder.


 


C.                                     Determinations
of the Committee shall be made by a majority vote of its members at a meeting
at which a quorum is present or pursuant to a unanimous written consent of its
members.


 


D.                                    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; provided,
that no such delegation may be made that would cause Awards or other
transactions under the Plan to cease to be exempt from Section 16(b) of
the Exchange Act or that is prohibited by applicable law or the applicable rules of
the New York Stock Exchange, Inc. (or the


 


4

















 


applicable rules of
such other securities exchange as may at the time of the delegation be the
principal market for the Common Stock). 
Any such delegation may be revoked by the Committee at any time.


 


E.                                      Any
determination made by the Committee or pursuant to delegated authority under
the provisions of the Plan with respect to any Award shall be made in the sole
and absolute discretion of the Committee or its delegate at the time of the
grant of the Award or, unless in contravention of an express term of the Plan,
at any time thereafter.  All decisions
made by the Committee or any appropriate delegate pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Corporation,
Participants, beneficiaries and other interested parties.


 


SECTION IV

COMMON STOCK SUBJECT TO THE PLAN


 


A.                                   The
maximum number of shares of Common Stock that may be delivered under the Plan
shall be 500,000.  Shares issued pursuant
to the Plan may be authorized and unissued shares, treasury shares, shares
purchased in the open market or in private transactions, or any combination of
the foregoing.


 


B.                                     If
an Award is forfeited or cancelled, an Option or Stock Appreciation Right
terminates, expires or lapses without being exercised or an Award is settled in
cash rather than shares of Common Stock, the shares of Common Stock that had
been subject thereto shall again be available for distribution in connection
with Awards under the Plan.  Notwithstanding
anything in this Section IV(B) to the contrary, Options, Restricted
Stock and Stock Appreciation Right Awards must be settled in Common Stock.


 


C.                                     In
the event the number of outstanding shares of Common Stock 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 Common Stock other than cash dividends, the number or kind
of shares that may be issued under the Plan, and the number or kind of shares
subject to, or the exercise price per share under any outstanding Award, shall
be automatically adjusted, and the Committee shall make such other equitable
adjustments, if applicable, of any Award or shares of Common Stock issuable
pursuant thereto so that the value of the interest of the individual shall not
be decreased by reason of the occurrence of such event, provided that the aggregate
exercise price of the Award is not less than the aggregate exercise price of
the Award before the change in capitalization. 
Any such adjustment shall be deemed conclusive and binding on the
Corporation, each Participant, their beneficiaries and all other interested
parties.


 


5

















 


SECTION V

AWARDS


 


A.                                   Types
of Awards


 


1.                                       Option
Awards.  The Committee may grant
Option Awards to Eligible Directors in accordance with the provisions of this
subsection, subject to such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine to be
appropriate.  Options granted under the
Plan shall be non-qualified stock options.


 


a.                                       Exercise
Price.  The exercise price per share
of Common Stock of an Option shall not be less than the Fair Market Value of a
share of Common Stock on the Date of Grant.


 


b.                                      Option
Term.  The term of an Option shall
not exceed ten years from the Date of Grant.


 


c.                                       Methods
of Exercise.  Subject to the
provisions of the applicable Award Agreement, an Option may be exercised, in
whole or in part, by giving written notice of exercise to the Corporation
specifying the number of shares of Common Stock subject to the Option to be
purchased, subject to such procedures as established by the Committee from time
to time.  Prior to settlement of any such
exercise, the exercise price shall be satisfied in full in accordance with Section V(C).


 


d.                                      Rights
upon Exercise.  A Participant shall
have all of the rights of a stockholder with respect to the shares purchased
upon exercise of an Option when the Participant has given written notice of
exercise, has paid in full for such shares and, if requested, has given the
representation described in Section VIII(A).


 


2.                                       Stock
Appreciation Right Awards.  The
Committee may grant Stock Appreciation Right Awards to Eligible Directors,
subject to such terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine to be appropriate, including,
without limitation, the term, manner of exercise, dates of exercise, and the
grant price; provided, however, that such grant price may never be less than
the Fair Market Value of Common Stock on the date the right is granted.  Notwithstanding any contrary provision in the
Plan, upon exercise, the settlement of a Stock Appreciation Right may only
occur by payment of Common Stock; Stock Appreciation Rights cannot be settled
with cash or any other form of payment.


 


3.                                       Restricted
Stock Awards.  The Committee may
grant Restricted Stock Awards to Eligible Directors in accordance with the
provisions of this subsection, subject to such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine to be appropriate.


 


a.                                       Awards
and Certificates.  Shares of
Restricted Stock shall be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or the issuance of one or more
stock certificates.  Any certificate
issued in respect of shares of Restricted Stock


 


6

















 


shall be registered in the name of such
Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the
following form:


 


THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES
OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE COMERICA INCORPORATED AMENDED AND RESTATED INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS AND AN AWARD AGREEMENT.  COPIES OF SUCH PLAN AND THE APPLICABLE AWARD
AGREEMENT ARE ON FILE AT THE OFFICES OF COMERICA INCORPORATED AT COMERICA BANK
TOWER, 1717 MAIN STREET, MC 6506, DALLAS, TEXAS 75201.


 


The Committee may require that the certificates evidencing such shares
be held in custody by the Corporation until the restrictions thereon shall have
lapsed and that, as a condition of any Restricted Stock Award, the Participant
shall have delivered a stock power, endorsed in blank, relating to the Common
Stock covered by such Award.


 


b.                                      Rights
of Holder of Restricted Stock. 
Except as provided in this Section V(A)(3) and the applicable
Award Agreement, a Participant to whom Restricted Stock is granted shall have
all of the rights of a stockholder of the Corporation with respect to the
Common Stock subject to the Restricted Stock Award, including, if applicable,
the right to vote the shares and the right to receive any dividends and other
distributions.


 


4.                                       Restricted
Stock Unit Awards.  The Committee may
grant Restricted Stock Unit Awards to Eligible Directors, subject to such terms
and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine to be appropriate including, without limitation, the
time or times at which Restricted Stock Units will be granted, the number of
shares to be represented by each such grant, the conditions for vesting
thereof, the time or times within which Restricted Stock Units may be subject
to forfeiture, the time or times at which Restricted Stock Units will be
settled and the form of such settlement (i.e., cash or shares of Common Stock).


 


a.                                       Restricted
Stock Units.  A Restricted Stock Unit
shall represent an unfunded, unsecured right to receive one share of the
Corporation’s Common Stock.


 


b.                                      Rights
of Holder of Restricted Stock Units. 
A Participant to whom Restricted Stock Units are granted shall not have
any rights of a stockholder of the Corporation with respect to the Common Stock
represented by the Restricted Stock Unit Award. 
If so determined by the Committee, in its sole and absolute discretion,
Restricted Stock Units may


 


7

















 


include a dividend equivalent right, pursuant
to which the Participant will either receive cash amounts (either paid
currently or on a contingent basis) equivalent to the dividends and other
distributions payable with respect to the number of shares of Common Stock
represented by the Restricted Stock Units, or additional Restricted Stock Units
representing such dividends and other distributions.


 


5.                                       Other
Equity-Based Awards.  The Committee
may grant Other Equity-Based Awards to Eligible Directors in accordance with
the provisions of this Section V(A) and subject to such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine.  Other
Equity-Based Awards may be denominated or payable in, valued in whole or in
part by reference to, or otherwise based on or related to, Common Stock
(including, without limitation, securities convertible into Common Stock), as
are deemed by the Committee to be consistent with the purpose of the Plan;
provided, however, that such grants and settlements of such Awards must comply
with applicable law, including Code Section 409A and any interpretive
authority promulgated thereunder.  Other
Equity-Based Awards may be granted either alone or in conjunction with other
Awards granted under the Plan.


 


B.                                     Deferring
Awards.  Under no circumstances may a
Participant elect to defer, until a time or times later than the exercise of an
Option or a Stock Appreciation Right or the settlement or distribution of
shares in respect of other Awards, receipt of all or a portion of the shares of
Common Stock subject to such Award, or dividends payable thereon, and/or to
receive cash at such later time or times in lieu of such deferred shares.


 


C.                                     Forms
of Payment by Participants.  Subject
to the terms of the Plan and of any applicable Award Agreement, payments to be
made by a Participant upon the exercise or vesting of an Award may be made in
such form or forms as the Committee shall determine, provided that Stock
Appreciation Right Awards must always be paid out in Common Stock.


 


D.                                    Limits
on Transfer of Awards.  Unless
otherwise determined by the Committee, no Award and no right under any such
Award shall 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(E) and in the manner established by the Committee,
designate a beneficiary to exercise the rights of the Participant and to
receive any property payable or distributable with respect to any Award upon
the death of the Participant.  Each Award
or right under any Award shall be exercisable during the Participant’s lifetime
only by the Participant or, if permissible under applicable law, by the
Participant’s guardian or legal representative. 
Unless otherwise determined by the Committee, no Award or right under
any such Award may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance thereof shall be
void and unenforceable against the Corporation or any Subsidiary or Affiliate.


 


8














 


E.            Term of Awards.  Subject to any specific provisions of the
Plan, the term of each Award shall be for such period as may be determined by
the Committee.


 


F.            Securities Law
Restrictions.  All certificates for
shares of Common Stock or other securities delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such restrictions as the
Committee may deem advisable under the Plan, or the rules, regulations and
other requirements of the Securities and Exchange Commission, the New York
Stock Exchange, Inc., any other exchange on which shares of Common Stock
may be eligible to be traded or any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.


 


G.            Termination of
Board Service as a Result of Death, Disability, or Retirement of Director.  Unless otherwise determined by the Committee,
if a Participant’s membership on the Board is terminated by the Participant’s
death, Disability or Retirement, then on the date the Participant’s membership
is so terminated:


 


1.             Any Options and Stock Appreciation
Rights granted to such Participant that are outstanding as of the date the
Participant’s membership is so terminated and which are not then exercisable
and vested, shall become fully vested and shall be exercisable for the
remainder of the original Option or Stock Appreciation Right term.


 


2.             The restrictions applicable to any
Restricted Stock granted to such Participant shall lapse, and such Restricted
Stock shall become free of all restrictions and become fully vested and
transferable to the full extent of the original grant.


 


3.             All Restricted Stock Units granted
to such Participant shall be considered to be fully vested and, with respect to
Restricted Stock Units that are not subject to Code Section 409A, such
Restricted Stock Units shall be settled in cash as promptly as is practicable
and, with respect to Restricted Stock Units that are subject to Code Section 409A,
such Restricted Stock Units shall be settled in cash at the time provided in
the applicable Award Agreement.


 


4.             All Other Equity-Based Awards
granted to such Participant shall become fully vested and, with respect to
Other Equity-Based Awards that are not subject to Code Section 409A, shall
be settled in cash as promptly as is practicable and, with respect to Other
Equity-Based Awards that are subject to Code Section 409A, shall be
settled in cash at the time provided in the applicable Award Agreement.


 


H.           Other Termination
of Board Service.  Unless otherwise
determined by the Committee, and in accordance with Code Section 409A and
any interpretive authority promulgated thereunder, if a Participant’s
membership on the Board is terminated for any reason other than death,
Disability or Retirement as provided in Section V(G), any outstanding
Awards held by the Participant that are unvested on such date of


 


9

















 


termination
shall be immediately forfeited and cancelled, and any outstanding Option or
Stock Appreciation Right held by the Participant that is vested but unexercised
as of the date of termination shall be exercisable for a period of ninety days
after such termination or until the expiration date of the Option or Stock
Appreciation Right, as the case may be, whichever date occurs earlier.


 


I.             Awards Subject
to Code Section 409A.  If the
Committee determines that an Award is subject to Section 409A of the Code,
then the Award shall be settled at the time or times designated in the
applicable Award Agreement, subject to the following provisions:


 


1.             Payments Upon Occurrence of
Stated Events.  Notwithstanding any
provision in this Plan or an Award Agreement to the contrary, with respect to
any Award that was granted prior to the Effective Date of this Plan and that is
subject to Code Section 409A, payment or settlement of such Award upon a “termination
of employment” or “separation from service” shall require a Separation from
Service, as such term is defined in Section II of this Plan.  In addition, payment or settlement of such
Award upon a “Change of Control” or “Disability” shall require a Change of
Control or Disability, as such terms are defined in Section II of this
Plan.


 


2.             Period of Payment or Settlement.  Notwithstanding any provision in this Plan
(other than this Section V.I.) or an Award Agreement to the contrary, with
respect to any Award that was granted prior to the Effective Date of this Plan
and is subject to Code Section 409A, the terms of which provide for
payment or settlement upon the occurrence of a specified event (such as a
Change of Control or the death or Disability of the Award Recipient), payment
or settlement of such Award shall be made within the thirty (30) day period
following the date on which such event occurs. 
With respect to any Award that is granted on or after the Effective Date
of this Plan and is subject to Code Section 409A, the terms of which
provide for payment or settlement upon the occurrence of a specified event, payment
or settlement of such Award shall be made within the ninety (90) day period, or
such shorter period set forth in the Award Agreement, following the date on
which such event occurs.


 


3.             Distribution in the Event of
Income Inclusion Under Code Section 409A.  If an Award fails to meet the requirements of
Section 409A of the Code, the Participant may receive payment in
connection with the Award before the Award would otherwise be paid, provided,
however, that the amount paid to the Participant shall not exceed the lesser
of: (i) the amount payable under such Award, or (ii) the amount to be
reported pursuant to Section 409A of the Code on the applicable Form W-2
(or Form 1099) as taxable income to the Participant.


 


4.             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 under an Award would jeopardize the ability of the
Corporation to continue as a going concern, the Committee may delay the payment
of


 


10

















 


benefits until the first calendar year in
which the Corporation notifies the Committee that the payment of benefits would
not have such effect.


 


5.             Administrative Delay in Payment.  In the case of administrative necessity, the
payment of benefits under an Award 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 Committee to calculate the amount of benefits due to the 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.


 


6.             No Participant Election.  Notwithstanding the foregoing provisions, if
the period during which payment of benefits under an Award 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.


 


SECTION VI

CHANGE OF CONTROL PROVISIONS


 


Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control:


 


1.             Any Options and Stock Appreciation
Rights outstanding as of the date such Change of Control is determined to have
occurred, and which are not then exercisable and vested, shall become fully
vested and shall be exercisable for the remainder of the original Option or
Stock Appreciation Right term.


 


2.             The restrictions applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of
all restrictions and become fully vested and transferable to the full extent of
the original grant.


 


3.             All Restricted Stock Units shall be
considered to be fully vested, and such Restricted Stock Units shall be settled
in cash within the ninety (90) day period, or such shorter period set forth in
the Award Agreement, following the date of the Change of Control.


 


4.             All Other Equity-Based Awards shall
vest and be exercisable, or shall vest and be settled in cash within the ninety
(90) day period, or such shorter period set forth in the Award Agreement,
following the date of the Change of Control.


 


5.             The Committee may also make
additional adjustments and/or settlements of outstanding Awards as it deems
appropriate and consistent with the Plan’s purposes, but only to the extent
that such adjustments and/or


 


11

















 


settlements occur in accordance with Code Section 409A,
the Regulations and any other interpretive authority promulgated thereunder.


 


SECTION VII

TERMINATION AND AMENDMENT


 


A.           The Plan will
terminate on the tenth anniversary of the Effective Date of the Plan.  Under the Plan, Awards outstanding as of such
date shall not be affected or impaired by the termination of the Plan.


 


B.            The Committee or the
Board may amend, alter or discontinue the Plan at any time, but no amendment,
alteration or discontinuance shall be made which would adversely impact the
rights of a Participant under any Award theretofore granted without the Participant’s
consent, except such an amendment made to comply with applicable law, including
Code Section 409A and any interpretive authorities promulgated thereunder,
stock exchange rules or accounting rules. 
In addition, no such amendment shall be made without the approval of the
Corporation’s stockholders to the extent such approval is required by
applicable law or the applicable rules of the New York Stock Exchange, Inc.
(or the applicable rules of such other securities exchange as may at the
time be the principal market for the Common Stock).


 


C.            The Committee may
amend the terms of any Option or other Award theretofore granted, prospectively
or retroactively; provided, however, that no such amendment shall adversely
impact the rights of any Participant without the Participant’s consent except
such an amendment made to cause the Plan or Award to comply with applicable
law, including Code Section 409A and any interpretive authorities
promulgated thereunder, stock exchange rules or accounting rules; and provided,
further, that in no event may an Option or other Award be repriced without the
approval of the stockholders of the Corporation except due to an adjustment
pursuant to Section IV(C). 
Furthermore, no amendment may be made to an Option Award or a Stock
Appreciation Right Award which would cause the exercise price or the grant
price (as applicable) to be less than the Fair Market Value of the Common Stock
on the Date of Grant, except as provided in Section IV(C).


 


D.           Subject to the above
provisions and unless prohibited by applicable law, including Code Section 409A
and any interpretive authorities promulgated thereunder, or the applicable rules of
the New York Stock Exchange, Inc. (or the applicable rules of such
other securities exchange as may at the time be the principal market for the
Common Stock), the Committee or the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules, as well
as other developments, and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.


 


E.            Upon termination of
the Plan, the Corporation may settle any outstanding Award that is not subject
to Code Section 409A as soon as is practicable following such termination
and may settle any outstanding Award that is subject to Code Section 409A
in accordance with one of the following:


 


12

















 


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


 


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


 


SECTION VIII

UNFUNDED STATUS OF PLAN


 


It is presently intended that the Plan will constitute
an “unfunded” plan.  The Committee may
authorize the creation of rabbi trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or make payments;
provided, however, that unless the Committee otherwise determines, the
existence of such rabbi trusts or other arrangements is consistent with the “unfunded”
status of the Plan.


 


13

















 


SECTION IX

GENERAL PROVISIONS


 


A.            The Committee may
require each person purchasing or receiving shares pursuant to an Award to
represent to and agree with the Corporation in writing that such person is
acquiring the shares without a view to the distribution thereof.  The certificates for such shares may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer.


 


B.            Notwithstanding any
other provision of the Plan or Award Agreements made pursuant thereto, with
respect to any Award other than an Award that is subject to Code Section 409A,
the Corporation shall not be required to evidence book-entry registration of
shares of Common Stock under the Plan or issue or deliver any certificate or
certificates for shares under the Plan prior to fulfillment of all of the
following conditions:  (i) listing
or approval for listing upon notice of issuance, of such shares on the
applicable stock exchange; (ii) any registration or other qualification of
such shares of the Corporation under any state or Federal law or regulation, or
the maintaining in effect of any such registration or other qualification which
the Committee shall, in its absolute discretion upon the advice of counsel,
deem necessary or advisable; and (iii) obtaining any other consent,
approval, or permit from any state or Federal governmental agency which the
Committee shall, in its absolute discretion after receiving the advice of
counsel, determine to be necessary or advisable, and, with respect to any Award
that is subject to Code Section 409A, the Corporation shall not be
required to issue or deliver any certificate or certificates for shares under
the Plan if the Corporation reasonably anticipates that such issuance or
delivery would violate applicable Federal securities laws or other applicable
law, provided the Corporation issues or delivers the shares at the earliest
date on which the Corporation reasonably anticipates that such issuance or
delivery would not cause such violation.


 


C.            Nothing contained in
the Plan shall prevent the Corporation or any Subsidiary or Affiliate from adopting
other or additional compensation arrangements for its directors.


 


D.            Adoption of the Plan
shall not confer upon any Eligible Director any right to continued service on
the Board.


 


E.             Upon becoming a
Participant of the Plan, each Eligible Director shall submit to Comerica
Incorporated, Human Resources - Compensation, 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 any Awards payable or distributable in the
event of the Participant’s death are to be paid or distributed, or by whom any
rights of the Participant, after the Participant’s death, may be
exercised.  A Beneficiary Designation 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


 


14

















 


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 Participant’s Awards remaining at the time of the
Participant’s death shall be paid or distributed to the alternate
beneficiary(ies) who survive(s) the Participant in accordance with this
Plan and the applicable Award Agreement. 
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 remaining
Awards shall be distributed or paid in accordance with the terms of the Plan
and the Award Agreement to the legal representative for the benefit of the
Participant’s estate.


 


F.             The Plan and all
Awards made and actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Delaware, unless preempted by federal
law, and also in accordance with Code Section 409A and any interpretive
authorities promulgated thereunder.


 


SECTION X

EFFECTIVE DATE OF PLAN


 


This Plan was originally effective as of May 18,
2004 (the “Effective Date”).  This Plan
was amended and restated effective July 26, 2005 and, thereafter, it was
further amended and restated effective December 31, 2008.


 


15

















 


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 


 


A-1

















 


Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all
or substantially all of the Corporation’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Corporation
or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the company resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a 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 subsection E. of Section VII above, the above 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.


 


A-2

















 


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-3