Exhibit
10.2


 


COMERICA INCORPORATED

2006 AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN


 


SECTION I

PURPOSE


 


The purpose of the Comerica Incorporated 2006
Management Incentive Plan (the “Plan”) is to promote and advance the interests
of Comerica Incorporated and its stockholders by enabling the Corporation to
attract, retain and reward key employees of the Corporation and its Affiliates
(as defined below), and to qualify incentive compensation paid to Participants
(as defined below) who are Covered Employees (as defined below) as
performance-based compensation within the meaning of Section 162(m) of
the Code (as defined below).  The
Governance, Compensation and Nominating Committee and the Board of Directors
now desire to amend and restate the Plan, effective December 31, 2008, to
comply with the requirements of Section 409A of the Internal Revenue Code
of 1986, as amended, and to reflect its administration.


 


SECTION II

DEFINITIONS


 


The terms below shall have the following meanings:


 


A.            “Affiliate” means any company controlled by, controlling
or under common control with the Corporation.


 


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


 


C.            “Change of Control” means a Change of Control as defined
in the Comerica Incorporated Executive Officer Employment Agreements.


 


D.            “Code” means the Internal Revenue Code of 1986, as
amended, and the regulations thereunder.


 


E.             “Committee” means the committee appointed by the Board
to administer the Plan as provided herein. 
Unless otherwise determined by the Board, the Compensation Committee of
the Board or a subcommittee thereof consisting of members appointed from time
to time by the Board of Directors of the Corporation shall be the Committee and
shall be comprised of not less than such number of directors as shall be
required to permit the Plan to satisfy the requirements of Code Section 162(m).  To the extent required by Section 162(m) of
the Code, the Committee administering the Plan shall be composed solely of “outside
directors” within the meaning of Code Section 162(m).


 


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


 


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G.            “Covered Employee” means any employee that the Committee
reasonably expects to be a “covered employee” within the meaning of Section 162(m) of
the Code with respect to the applicable Performance Period.


 


H.            “Incentive Payment” means, with respect to each
Participant, the amount he or she may receive for the applicable Performance
Period as determined by the Committee pursuant to the provisions of the Plan.


 


I.              “Participant” means any employee of the Corporation or
an Affiliate who is designated by the Committee as eligible to receive an
Incentive Payment under the Plan.


 


J.             “Performance Goals” means the performance goals
established by the Committee in connection with the grant of any Incentive
Payment.  In the case of any Incentive
Payment that is intended to qualify for the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth
in Section 162(m)(4)(C) of the Code, such goals shall be (i) based
on the attainment of specified levels of one or more of the following measures (a) earnings
per share, (b) return measures (including, but not limited to, return on
assets, equity or sales), (c) net income (before or after taxes), (d) cash
flow (including, but not limited to, operating cash flow and free cash flow), (e) cash
flow return on investments, which equals net cash flows divided by owner’s
equity, (f) earnings before or after taxes, interest, depreciation and/or
amortization, (g) internal rate of return or increase in net present
value, (h) gross revenues, (i) gross margins or (j) stock price
(including, but not limited to, growth measures and total stockholder return)
and (ii) set by the Committee within the time period prescribed by Section 162(m) of
the Code.  Performance Goals may be
absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated and may be based on or
adjusted for any other objective goals, events, or occurrences established by
the Committee for a Performance Period. 
Such Performance Goals may be particular to a line of business,
subsidiary or other unit or may be based on the performance of the Corporation
generally.  Such Performance Goals may
cover the Performance Period as specified by the Committee.  Performance Goals may be adjusted by the
Committee in its sole discretion to eliminate the unbudgeted effects of charges
for restructurings, charges for discontinued operations, charges for
extraordinary items and other unusual or non-recurring items of loss or
expense, merger related charges, cumulative effect of accounting changes, the
unbudgeted financial impact of any acquisition or divestiture made during the
applicable Performance Period, and any direct or indirect change in the Federal
corporate tax rate affecting the Performance Period, each as defined by
generally accepted accounting principles and identified in the audited
financial statements, notes to the audited financial statements, management’s
discussion and analysis or other Corporation filings with the Securities and
Exchange Commission.


 


K.            “Performance Period” means, with respect to any Incentive
Payment, the period, not to be less than 12 months, specified by the Committee.


 


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L.             “Performance Targets” mean the specific measures which
must be satisfied in connection with any Performance Goal prior paying any
Incentive Payment.


 


M.           “Plan” means the 2006 Comerica Incorporated Management
Incentive Plan.


 


SECTION III

ADMINISTRATION


 


The Plan shall be administered by the Committee.  Subject to the express provisions of the
Plan, the Committee shall have exclusive authority to interpret the Plan, to
promulgate, amend, and rescind rules and regulations relating to the Plan
and to make all other determinations deemed necessary or advisable in
connection with the administration of the Plan, including, but not limited to,
determinations relating to eligibility, whether to make Incentive Payments, the
terms of any such Incentive Payments, the time or times at which Performance
Goals are established, the Performance Periods to which Incentive Payments
relate, and the actual dollar amount of any Incentive Payment.  The determinations of the Committee pursuant
to this authority shall be conclusive and binding on all parties including
without limitation the Participants, the Corporation and its stockholders.  The provisions of this Plan are intended to
ensure that all Incentive Payments made to Covered Employees hereunder qualify
for the exemption from the limitation on deductibility imposed by Section 162(m) of
the Code that is set forth in Section 162(m)(4)(C) of the Code, and,
unless otherwise determined by the Committee, this Plan shall be interpreted
and operated consistent with that intention.


 


The Committee may, in its discretion, authorize the
Chief Executive Officer of the Corporation to act on its behalf, except with
respect to matters relating to such Chief Executive Officer or which are
required to be certified by a majority of the Committee under the Plan, or
which are required to be handled exclusively by the Committee under Code Section 162(m) or
the regulations promulgated thereunder.


 


SECTION IV

ESTABLISHMENT OF PERFORMANCE GOALS AND INCENTIVE PAYMENTS


 


A.            Establishment of Performance Goals.  Prior to the earliest time required by Section 162(m) of
the Code, the Committee shall, in its sole discretion, for each Performance
Period, determine and establish in writing the following:


 


1.             The
Performance Goals applicable to the Performance Period; and


 


2.             The
Performance Targets pursuant to which the total amount that may be available
for payment to all Participants as Incentive Payments based upon the relative
level of attainment of the Performance Goals may be calculated.


 


B.            Certification and Payment.  After the end of each Performance Period, the
Committee shall:


 


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1.             Certify
in writing, prior to the unconditional payment of any Incentive Payment, the
level of attainment of the Performance Targets for the Performance Period;


 


2.             Determine
the total amount available for Incentive Payments based on the attainment of
such Performance Targets;


 


3.             In
its sole discretion, adjust the size of, or eliminate, the total amount
available for Incentive Payments for the Performance Period; and


 


4.             In
its sole discretion, determine the share, if any, of the available amount to be
paid to each Participant as that Participant’s Incentive Payment, and authorize
payment of such amount.  In the case of a
Participant who is a Covered Employee, the Committee shall not be authorized to
increase the amount of the Incentive Payment for any Performance Period
determined with respect to any such individual by reference to the applicable
Performance Targets.


 


C.            Other Applicable Rules.


 


1.             Unless
otherwise determined by the Committee with respect to any Covered Employee or
by the Corporation’s Chief Executive Officer with respect to any other
Participant (unless otherwise required by applicable law), no payment pursuant
to this Plan shall be made to a Participant unless the Participant is employed
by the Corporation or an Affiliate as of the date of payment; provided, however,
in the event of the Participant’s (i) retirement in accordance with the
policies of the Corporation or Affiliate which employs the Participant, (ii) death
or (iii) termination of employment due to disability (within the meaning
of such term as set forth in the Long-Term Disability Plan of Comerica
Incorporated or its successor, the provisions of which are incorporated herein
by reference, or as the Committee shall determine), the Corporation shall pay
the Participant an Incentive Payment for the applicable Performance Period, at
such time as Participants are generally paid Incentive Payments for such
Performance Period, in an amount equal to the product of (x) the amount
that the Committee (or in the case of a Participant who is not a Covered
Employee, the Chief Executive Officer) determines that the Participant would
have earned for the applicable Performance Period had the Participant continued
in the employ of the Corporation for the entirety of the Performance Period and
(y) a fraction, the numerator of which is the number of full months
elapsed from the commencement of the applicable Performance Period through the
Participant’s termination of employment and the denominator of which is the
total number of months in the applicable Performance Period.


 


2.             Incentive
Payments shall be subject to applicable federal, state and local withholding
taxes and other applicable withholding in accordance with the Corporation’s
payroll practices as in effect from time to time.


 


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3.             The
maximum amount which may become payable to any Covered Employee in any calendar
year as an Incentive Payment with respect to all Performance Periods completed
during such calendar year shall be $5,000,000.


 


4.             Incentive
Payments shall be payable in cash, provided, however, that the Committee may
elect to pay a percentage of such Incentive Payments in shares of the
Corporation’s common stock, $5.00 par value, per share (“Shares”).  Any such Shares shall be subject to
restrictions as may be determined by the Committee.  Incentive Payments, including any grant of
Shares in lieu of cash, shall be made as soon as practical after the end of the
calendar year in which the Performance Period ends or is deemed to have ended
pursuant to the provisions of Section VI(A), but in no event after the
date that is two and a half months after the end of the calendar year in which
such Performance Period ends or is deemed to have ended pursuant to the
provisions of Section VI(A). 
Notwithstanding anything in this Section IV(C)(4) to the
contrary, if a Participant elects to defer receipt of all or any portion of an
Incentive Payment under the provisions of any deferred compensation plan
maintained by the Corporation, the provisions in this Plan (including this Section IV(C)(4))
regarding the timing and form of payment of Incentive Payments shall cease to
apply to such deferred amounts and the provisions of the applicable deferred
compensation plan shall govern the timing and form of payment of such deferred
amounts.


 


5.             Notwithstanding
the provisions of Section IV(C)(4) above, an Incentive Payment may be
made after the date that is two and a half months after the end of the calendar
year in which the Performance Period ends or is deemed to have ended pursuant
to the provisions of Section VI(A):


 


a.             If
it is administratively impracticable to make such Incentive Payment by that
date and such impracticability was unforeseeable at the time the Participant
obtained a legally binding right to the Incentive Payment, provided that such
Incentive Payment is made as soon as administratively practicable; or


 


b.             If
making the Incentive Payment by such date would jeopardize the ability of the
Corporation to continue as a going concern, provided that such Incentive
Payment is made as soon as the Incentive Payment would not have such effect.


 


6.             A
Participant shall have the right to defer any or all of any Incentive Payment
as permitted under the provisions of any deferred compensation plan maintained
by the Corporation.  The Committee, in
its sole discretion, may impose limitations on the percentage or dollar amount
of any Participant election to defer any Incentive Payment and may impose rules prohibiting
the deferral of less than 100% of any Incentive Payment.


 


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7.             Until
paid to a Participant, Incentive Payments may not be assigned, alienated,
transferred or encumbered in any way.


 


SECTION V

AMENDMENT OR TERMINATION


 


The Committee may amend, modify or terminate the Plan
in any respect at any time without the consent of any Participant.  Any such action may be taken without the
approval of the Corporation’s stockholders unless stockholder approval is
required by applicable law or the requirements of Section 162(m) of
the Code.  Termination of the Plan shall
not affect any Incentive Payments determined by the Committee to be earned
prior to, but payable on or after, the date of termination, and any such
Incentive Payments shall continue to be subject to the terms of the Plan notwithstanding
its termination.


 


SECTION VI

CHANGE OF CONTROL


 


Unless otherwise determined by the Committee prior to
a Change of Control, in the event of a Change of Control, the following
provisions shall be applicable:


 


A.            The Performance Periods then in effect will be deemed to
have concluded immediately prior to the Change of Control of the Corporation
and the total amount available to fund the related incentive pools will be that
proportion of the amount (based upon the number of full and partial months in such
Performance Period elapsed through the date of Change of Control of the
Corporation) which would be available for funding assuming the Corporation had
attained Performance Goals at a level generating maximum funding for the
Performance Periods; and


 


B.            The Committee, in its sole discretion, will no later than
immediately prior to the Change of Control approve the share of the available
amount payable to each Participant as that Participant’s Incentive Payment
(provided that the entire available amount as calculated pursuant to Section VI(A) shall
be paid to Participants as Incentive Payments), and payments shall be made to
each Participant as soon thereafter as is practicable.


 


SECTION VII

EFFECTIVE DATE OF THE PLAN


 


This Comerica Incorporated 2006 Management Incentive
Plan shall be effective as of January 1, 2006, subject to the approval of
the Corporation’s stockholders on May 16, 2006, as required to comply with
the requirements of Section 162(m) of the Code, and thereafter shall
remain in effect until terminated in accordance with Section 5 hereof.


 


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SECTION VIII

GENERAL PROVISIONS


 


A.            The establishment of the Plan shall not confer upon any
Participant any legal or equitable right against the Corporation or any
Affiliate, except as expressly provided in the Plan.


 


B.            The Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Plan in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place.  “Corporation”
means the Corporation as hereinbefore defined and any successor to its business
and/or assets as aforesaid that assumes and agrees to perform this Plan by
operation of law or otherwise.


 


C.            The Plan does not constitute an inducement or
consideration for the employment of any Participant, nor is it a contract
between the Corporation, or any Affiliate, and any Participant.  Participation in the Plan shall not give a
Participant any right to be retained in the employ of the Corporation or any
Affiliate or to receive an Incentive Payment with respect to any Performance
Period.


 


D.            Nothing contained in this Plan shall prevent the Board or
Committee from adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required and such arrangements may
be either generally applicable or applicable only in specific cases.


 


E.             The Plan shall be governed, construed and administered
in accordance with the laws of the State of Delaware without regard to
principles of conflicts of law.


 


F.             This Plan is intended to comply in all aspects with
applicable law and regulation, including, with respect to those Participants
who are Covered Employees, Section 162(m) of the Code.  In case any one or more of the provisions of
this Plan shall be held invalid, illegal or unenforceable in any respect under
applicable law or regulation, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby and
the invalid, illegal or unenforceable provision shall be deemed null and void;
however, to the extent permissible by law, any provision which could be deemed
null and void shall first be construed, interpreted or revised retroactively to
permit this Plan to be construed in compliance with all applicable laws
including, without limitation, Code Section 162(m), so as to carry out the
intent of this Plan.


 


G.            If any compensation or benefits provided by this Plan may
result in the application of Section 409A of the Code, the Corporation
shall modify the Plan in the least restrictive manner necessary in order to
exclude such compensation from the definition of “deferred compensation” within
the meaning of such Section 409A or in order to comply with the provisions
of Section 409A, other applicable provision(s) of the Code and/or any
rules, regulations or other regulatory guidance issued under such 


 


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statutory provisions and with as little
diminution in the value of the Incentive Payments to the Participants as
practicable.


 


H.            Neither the Plan nor any Incentive Payment shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Corporation and a Participant or any other
person.  To the extent that any person
acquires a right to receive Incentive Payments from the Corporation pursuant to
the Plan, such right shall be no greater than the right of any unsecured
general creditor of the Corporation.


 


Corporate
Governance and Nominating Committee Approved: 
February 22, 2006 (original plan).


Governance,
Compensation and Nominating Committee Approved: 
November 18, 2008 (this amended and restated plan).


Board
Approved:  March 28, 2006 (original
plan); November 18, 2008 (this amended and restated plan).


Stockholders
Approved:  May 16, 2006 (original plan).


 


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