exv10w17



 






Exhibit 10.17




Approved by the Compensation Committee: January 24, 2005

Approved by the Board of Directors: January 25, 2005




1999 COMERICA INCORPORATED




AMENDED AND RESTATED




DEFERRED COMPENSATION PLAN





 









 








1999 COMERICA INCORPORATED

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN







	 	 	 	 	 
	ARTICLE I PURPOSE AND INTENT
	 	I-1
	 
	ARTICLE II DEFINITIONS
	 	 	 	 
	A. Definitions
	 	II-1
	(1) Account Balance Plan
	 	II-1
	(2) Account(s)
	 	II-1
	(3) Annual Base Compensation
	 	II-1
	(4) Beneficiary(ies)
	 	II-1
	(5) Board 
	 	II-1
	(6) Change in Control
	 	II-1
	(7) Code 
	 	II-1
	(8) Comerica Stock 
	 	II-1
	(9) Comerica Stock Fund 
	 	II-1
	(10) Committee
	 	II-2
	(11) Compensation 
	 	II-2
	(12) Compensation Deferral(s)
	 	II-2
	(13) Corporation 
	 	II-2
	(14) Deferral Period 
	 	II-2
	(15) Disabled and Disability 
	 	II-2
	(16) Eligible Employee
	 	II-3
	(17) Employer
	 	II-3
	(18) ERISA
	 	II-3
	(19) Exchange Act
	 	II-3
	(20) Incentive Award 
	 	II-3
	(21) Irrevocable Election Form 
	 	II-4
	(22) Management Incentive Plan 
	 	II-4
	(23) Participant 
	 	II-4
	(24) Performance Period 
	 	II-4
	(25) Plan
	 	II-4
	(26) Plan Administrator(s) 
	 	II-4
	(27) Retirement
	 	II-4
	(28) Section 16 Insider
	 	II-4
	(29) Section 409A Performance Based Compensation
	 	II-4
	(30) Specified Employee 
	 	II-5
	(31) Trust 
	 	II-5
	(32) Trustee
	 	II-5
	(33) Unforeseeable Emergency
	 	II-5
	 
	ARTICLE III ELECTION TO PARTICIPATE IN THE PLAN
	 	 	 	 
	A. Completion of Irrevocable Election Form
	 	III-1
	(1) Deferrals of Ordinary Compensation
	 	III-1
	(2) Deferrals of Performance Based Incentive Awards
	 	III-1






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	B. Contents of Irrevocable Election Form
	 	III-1
	C. Effect of Submitting an Irrevocable Election Form
	 	III-1
	D. Special Rules Applicable to Irrevocable Election Forms
and Deferral of Compensation
	 	III-2
	(1) Deferral Election to be Made Before
Compensation is Earned
	 	III-2
	(2) Irrevocability of Deferral Election
	 	III-2
	E. Deferrals By Committee
	 	III-3
	F. Deferred Compensation Transferred into the Plan
	 	III-4
	G. Subsequent Elections
	 	III-5
	 
	ARTICLE IV DEFERRED COMPENSATION ACCOUNTS AND
INVESTMENT OF DEFERRED COMPENSATION
	 	 	 	 
	A. Deferred Compensation Accounts
	 	IV-1
	B. Earnings on Compensation Deferrals
	 	IV-1
	C. Contribution of Compensation Deferrals to Trust
	 	IV-2
	D. Insulation from Liability
	 	IV-2
	E. Ownership of Compensation Deferrals
	 	IV-2
	F. Special Rule Application to Certain Reallocations
	 	IV-3
	G. Adjustment of Accounts Upon Changes In Capitalization
	 	IV-4
	 
	ARTICLE V DISTRIBUTION OF COMPENSATION DEFERRALS
	 	 	 	 
	A. In General
	 	V-1
	(1) Employment Through Deferral Period
	 	V-1
	(2) Termination Prior to End of Deferral Period 
	 	V-2
	(3) Death of Participant Prior to End of
Installment Distribution Period 
	 	V-3
	(4) Hardship Distributions
	 	V-3
	(5) Cash Out Distributions
	 	V-5
	(6) Change in Control
	 	V-5
	B. Designation of Beneficiary
	 	V-6
	(1) Beneficiary Designation Must be Filed Prior to
Participant’s Death
	 	V-6
	(2) Absence of Beneficiary
	 	V-6
	 
	ARTICLE VI AMENDMENT OR TERMINATION
	 	 	 	 
	A. Amendment and Termination of Plan
	 	VI-1
	 
	ARTICLE VII AUDITING OF ACCOUNTS AND STATEMENTS
TO PARTICIPANTS
	 	 	 	 
	A. Auditing of Accounts
	 	VII-1
	B. Statements to Participants
	 	VII-1
	C. Fees and Expenses of Administration
	 	VII-1
	D. Noncompliance
	 	VII-1






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	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	 	 
	A. Vesting of Participant Accounts
	 	VIII-1
	B. Prohibition Against Assignment
	 	VIII-1
	C. No Employment Contract
	 	VIII-1
	D. Successors Bound
	 	VIII-1
	E. Prohibition Against Loans
	 	VIII-2
	F. Administration By Committee
	 	VIII-2
	G. Governing Law and Rules of Construction
	 	VIII-2
	H. Power to Interpret
	 	VIII-2
	I. Compliance & Severability 
	 	VIII-3
	J. Claims Procedures
	 	VIII-3
	K. Effective Date
	 	VIII-3






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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 their subsequent retirement, disability or termination of employment. It is
the intention of the Corporation that the Plan cover only employees who are management or
highly-compensated employees within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of
ERISA.



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ARTICLE II




DEFINITIONS




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



     (1) “Account Balance Plan” means any deferred compensation plan under which
Participants may elect to defer compensation into a deferred compensation account for the benefit
of that Participant.



     (2) “Account(s)” means the account established for each Participant under Article
IV(A) hereof.



     (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.



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



     (6) “Change in Control” means a change in control as defined in Code Section 409A and
any interpretive authorities promulgated thereunder.



     (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 deemed investment established under the
Plan pursuant to which a Participant may have requested such deemed investment



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prior to January 1, 1999, of sums deferred under the Plan in units whose value is tied to
the market value of shares of Comerica Stock.




     (10) “Committee” means the Compensation 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 base salary,
incentive compensation, bonuses, overtime, commissions, any Incentive Award and any other form of
cash remuneration approved by the Committee.



     (12) “Compensation Deferral(s)” means both the amount of Compensation a Participant
has elected to defer pursuant to an Irrevocable Election Form, as well as the amount of any
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) “Deferral Period” means the period during which a Participant elects to defer
receipt of Compensation under the Plan, which period shall end coincident with the Participant’s
Retirement.



     (15) “Disabled” or “Disability” means a Participant who is unable 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 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 12 months,
receiving



II-2




 









 







income replacement benefits for a period of not less than 3 months under an accident and
health plan covering employees of the Participant’s Employer.




     (16) “Eligible Employee” means an individual employed by an Employer who is: (i)
eligible to receive compensation under the Comerica Incorporated Management Incentive Plan; (ii)
eligible to receive compensation under an incentive program sponsored by any business unit of the
Employer, provided the Compensation the individual expects to earn in the year his deferral
election is operative is approximately $100,000; or (iii) approved for participation by the
Committee on the basis of high earning potential and other relevant factors consistent with the
Plan.



     (17) “Employer” means Comerica Incorporated, a Delaware corporation, and its
subsidiary corporations, and any successor entity which may succeed the Employer and its subsidiary
corporations.



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



     (19) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (20) “Incentive Award” means a business unit incentive or 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, three year performance.



     (21) “Irrevocable Election Form” means the Irrevocable Election Form used to make
deferral elections under this Plan, as adopted by the Corporation, as it may be revised from time
to time.



     (22) “Management Incentive Plan” means the Amended and Restated Comerica Incorporated
Management Incentive Plan, as amended.



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     (23) “Participant” means an employee whose Irrevocable Election Form has been timely
received by the Corporation pursuant to Article III(A) hereof, and who either has a deferral
election currently in effect or an Account balance under the Plan.



     (24) “Performance Period” means, with respect to Compensation, the time period
specified by the Committee, which cannot be less than 12 months, during which Participants can earn
such Compensation.



     (25) “Plan” means the unfunded, nonqualified elective 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.



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



     (27) “Retirement” means the later of the first date that a Participant is entitled to
receive an immediate benefit under the Comerica Incorporated Retirement Plan, or such Participant’s
separation from service as defined in Code Section 409A and any interpretive authorities
promulgated thereunder.



     (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 which
qualifies as “performance based compensation” within the meaning of Code Section 409A, Notice
2005-1, and any other interpretive authorities promulgated thereunder. Notwithstanding any other
provision herein, no Incentive Award will be deemed to constitute 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 a Participant makes an election to defer the Incentive Award
under Article III hereof.



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     (30) “Specified Employee” means a key employee of the Corporation as defined in Code
Section 416(i) without regard to paragraph (5) thereof, and as contemplated in Code Section 409A
and any interpretive authorities promulgated thereunder.



     (31) “Trust” means a rabbi trust, as may be established by the Corporation in
connection with this Plan. Such rabbi trust will be irrevocable, and will contain certain key
provisions, which the Internal Revenue Service would require in order to conclude that
contributions made thereto by an employer, to provide for the payment of non-qualified deferred
compensation benefits to employees, will not be taxed (other than with respect to employment taxes
imposed under Code Section 3121(v)(2)) to employees at the time contributions are made, but
instead, at the time the benefits are received or otherwise made available to the employee.



     (32) “Trustee” means the entity selected by the Corporation as trustee of the Trust.



     (33) “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(a)) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. This definition shall be construed in a manner that is consistent
with Code Section 409A and any interpretive authorities promulgated thereunder.



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ARTICLE III




ELECTION TO PARTICIPATE IN THE PLAN




     A. Completion of Irrevocable Election Form.



     (1) Deferrals of Annual Base Compensation. An Eligible Employee who wishes to become
a Participant in the Plan must submit a signed Irrevocable Election Form, indicating the amount of
Annual Base Compensation the Participant wishes to defer, before the first day of the calendar year
in which such Annual Base Compensation is earned, or earlier if the Plan Administrator so
determines.



     (2) Deferrals of Performance Based Incentive Awards. Notwithstanding the preceding
subparagraph, any Eligible Employee who wishes to defer an Incentive Award must submit a signed
Irrevocable Election Form no later than six months prior to the end of the applicable Performance
Period, or earlier if the Plan Administrator so requires.



     The participant will be deemed to have made an election under this Plan on the date that the
Corporation receives the Irrevocable Election Form. An Eligible Employee must timely file an
Irrevocable Election Form with respect to each year’s Compensation and each Performance Period’s
Incentive Award that he or she wishes to defer.



     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; (ii)
request that the Employer defer payment of Compensation to the Participant until the year the
Participant reaches Retirement; (iii) state how the Participant wishes to receive payment of the
Compensation Deferrals at Retirement; and (iv) contain other provisions the Committee deems
appropriate.



     C. Effect of Submitting an Irrevocable Election Form. Upon Participant’s submission
of his or her Irrevocable Election Form, the 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



lll-1







 









 







assumed the risks of deferral, including, without limitation, the risk of poor investment performance and the risk that the Corporation may
become insolvent.




     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 a Participant. An election to defer
Annual Base Compensation must be received by the Corporation before the first day of the calendar
year in which the Compensation is earned, however, with respect to an Incentive Award, the election
to defer must be received by the Corporation no later than six months prior to the end of the
applicable Performance Period. Notwithstanding the preceding sentence, an Irrevocable Election Form
received by the Corporation within thirty (30) days of the date an individual first becomes
eligible to participate in the Plan may defer Compensation for such calendar year to the extent it
has not yet been earned. 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
Participant election to defer Compensation and may impose rules prohibiting the deferral of less
than 100% of any award under any incentive compensation plan of the Employer that permits deferral
of awards thereunder.



     (2) Irrevocability of Deferral Election. Except as provided in Articles III(G) and
V(A)(4) below, the provisions of the Irrevocable Election Form relating to a Participant’s election to defer Compensation and the
Participant’s selection of the time and manner of payment of the Compensation Deferrals shall be
irrevocable.



     E. Deferrals By Committee. At its discretion, the Committee may defer any
portion of Compensation payable to a Participant pursuant to a notice to the Participant provided
such notification is given before the first day of the calendar year in which the



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Annual Base Compensation will be earned; however, with respect to an Incentive Award, the Committee must give
such notice no later than six months prior to the end of the applicable Performance Period.
Notwithstanding the preceding sentence, such a deferral election by the Committee will be permitted
only if the Committee’s election does not cause any portion of the Plan to violate Code § 409A or
any of the interpretive authorities promulgated thereunder. The notice must (1) include the amount
of Compensation to be deferred in whole percentages or whole dollars, (2) designate that such
deferral will not become payable until the Participant’s Retirement, and (3) state whether the
Participant shall receive such distribution in a lump sum or installments. Any Compensation
deferred under the Plan by the Committee shall be deemed invested in the investment option under
the Plan which most closely approximates a money market fund pending the Employer’s receipt of an
investment request from the Eligible Employee. It shall be the Eligible Employee’s obligation to
submit an investment request to the Employer if any Compensation deferred by the Committee is to be
invested in any fund other than a money market fund. Notwithstanding anything to the contrary, no
Compensation, other than Compensation placed in the Account prior to January 1, 1999, shall be
invested in or reallocated to Comerica Stock.




     Upon the death of the Participant on behalf of whom the Compensation is deferred, unless the
Participant has delivered a beneficiary designation form to the Corporation with respect to the
sums deferred by the Committee, the balance will be distributed to the Beneficiary(ies) listed on
the most recent beneficiary designation form delivered to the Corporation with respect to any other
Compensation deferred by the Participant under the Plan. If the Participant has not submitted a
beneficiary designation form with respect to



lll-3









 









 







such other deferrals, the Compensation deferred by the Committee and any earnings thereon shall be payable in cash to the Participant’s estate upon his or
her death.




     F. 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 the Corporation and/or its subsidiary corporations.
Further, such transfer will only be permitted if the Committee determines (1) that the transfer
will meet the applicable requirements of the Plan, and will not adversely affect the Plan’s status
as an “unfunded” Plan for income tax purposes and for purposes of Title I of ERISA; and (2) the
Participant has had no right, in conjunction with said transfer, to receive such deferred
compensation in cash. Compensation Deferrals that are transferred into the Plan will be allocated
to a book reserve account on behalf of the Participant 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.



     G. Subsequent Elections. If a Participant wishes to extend a deferral period to a
later date, or make a change in the method of payment with respect to Compensation



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deferred after December 31, 2004, he or she may do so provided that such a subsequent deferral election (1) may
not be made less than 12 months prior to the date of such Participant’s first scheduled payment;
and (2) will extend the deferral period for a minimum of 5 years from the date that each such
payment would have otherwise have been made to such Participant (except in the case of death,
Disability or an Unforeseeable Emergency). Furthermore, a Participant may extend a deferral period
to a later date, or make a change in the method of payment with respect to Compensation deferred
prior December 31, 2004, only to the extent allowed by Code Section 409A and any interpretive
authorities promulgated thereunder.




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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 a Participant’s deferral election would otherwise be paid to the
Participant, the Plan Administrator shall credit the Compensation being deferred to the
Participant’s Account. From time to time, at intervals to be determined by the Committee, 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 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.



     B. Earnings on Compensation Deferrals. At the time a Participant submits an
Irrevocable Election Form, and from time to time thereafter at intervals to be determined by the
Committee, each Participant shall select, in a form approved by and in accordance with procedures
established by the Committee, how the Participant chooses the balance (and any earnings and
dividends credited thereon) to be deemed to be invested among investment options (which shall not
include Comerica Stock) to be made available by the Committee for record-keeping purposes. In lieu
of making investment options available to



IV-1





 









 







Participants, the Corporation may credit deferred sums
with a reasonable rate of interest to reflect the time value of money.




     The Corporation shall be under no obligation to acquire any of the investments selected
by any 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.



     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. No member of the Committee or officer, employee or
director of any Employer shall be liable to any person for any action taken or omitted in
connection with the administration of this Plan or Trust 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 allocated by the Corporation to any Account in the name of
any Participant 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



IV-2





 









 







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 Participant’s Employer 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) Notwithstanding the foregoing, effective January 1, 1999, a Participant may not direct a
reallocation out of any investment fund into the Comerica Stock Fund. A Participant may however,
reallocate out of the Comerica Stock Fund into any other investment fund (which shall not include
the Comerica Stock Fund), except as provided in subsection (2) of this section.



     (2) A Section 16 Insider may not direct a reallocation out of the Comerica Stock Fund 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.



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



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ARTICLE V




DISTRIBUTION OF COMPENSATION DEFERRALS




     A. In General. The benefits payable hereunder as deferred compensation shall be paid
to the Participant or to the Participant’s Beneficiary as follows:



     (1) Employment Through Deferral Period. If the Participant’s employment with Employer
continues until the last day of the Deferral Period, the Corporation shall, as soon as
administratively feasible following the end of the Deferral Period, distribute, or commence to
distribute, the balance of the Account in the name of the Participant, in cash, in any manner
described below which is selected by the Participant in the Participant’s Irrevocable Election
Form: (i) a lump sum; (ii) five (5) annual installments; (iii) ten (10) annual installments; or
(iv) fifteen (15) annual installments, however, in the case of a Specified Employee, distributions
may not be made until at least six months after the date of such Specified Employee’s Retirement
(or, if earlier, the date of death of the Specified Employee) to the extent that it complies with
Code Section 409A and any interpretive authorities promulgated thereunder. Notwithstanding the
preceding sentence, with respect to any and all Compensation transferred into the Plan from the
Imperial Entertainment Group Equity Appreciation Rights Program, and earnings thereon, if the
Participant’s employment with Employer continues until the last day of the Deferral Period, the
Corporation shall, as soon as administratively feasible following the end of the Deferral Period,
distribute said transferred amounts in a lump sum only.



     For purposes of determining the amount of annual installments, X shall equal the number of
years over which benefits will be paid as elected by the Participant. The Corporation shall pay to
the Participant or to the Participant’s Beneficiary an amount equal



V-1






 









 







to 1/X of the fair market value of the Account in the Participant’s name, such value to be based on the closing price of the
corresponding investment fund on the exchange on which such fund is listed or the market on which
such fund is traded, on the trading day prior to the distribution of the installment payment. On
approximately the same date of the following year, the Corporation shall pay to the Participant or
to the Participant’s Beneficiary an amount equal to 1/X-1 of the fair market value of such Account,
such value to be determined as stated in the preceding sentence. On approximately the same date of
the following year, the Corporation shall pay to the Participant or to the Participant’s
Beneficiary an amount equal to 1/X-2 of the fair market value of such Account (as determined
above), and similar payments shall continue to be made on approximately the same date of each
succeeding year until a total of X annual payments have been made.




     (2) Termination Prior to End of Deferral Period. If the Participant’s employment with
the Employer terminates prior to the last day of the Deferral Period (unless such termination is
due to the Participant’s Disability), then notwithstanding the manner of distribution selected by
the Participant in the Participant’s Irrevocable Election Form, the Corporation shall distribute
(or direct the Trustee to distribute) in a lump sum payment, an amount equal to the fair market
value of the Account in the name of the Participant, such value to be determined as of the earliest
convenient date, as determined by the Committee, which occurs subsequent to the date the
Participant’s employment terminates, provided such date is within 30 days from the Participant’s termination. Notwithstanding the preceding sentence, in the case of a
Specified Employee, distributions may not be made until at least six months after the date of such
Specified Employee’s termination (or, if earlier, the date of death of such Specified Employee).
Notwithstanding the acceleration



V-2




 









 







of payment as described in this subparagraph V(A)(2), such
acceleration will only be permitted to the extent that it complies with Code Section 409A and any
interpretive authorities promulgated thereunder.




     If the Participant’s employment with the Employer terminates prior to the last day of the
Deferral Period because the Participant has become Disabled, the Participant’s Account shall be
distributed, or commence to be distributed, as soon as administratively feasible following his or
her termination date, in such manner specified in the Participant’s Irrevocable Election Form.



     (3) Death of Participant Prior to End of Installment Distribution Period. If the
Participant dies before a distribution of all of the Participant’s Account is made, then the
remaining balance of the Participant’s Account shall be distributed in a lump sum payment in an
amount equal to the fair market value of the Account as of the earliest convenient date as
determined by the Committee which occurs subsequent to the date of the Participant’s death,
provided such date is within 30 days of the Participant’s death. Notwithstanding the acceleration
of payment as described in this subparagraph V(A)(3), such acceleration will only be permitted to
the extent that it complies with Code Section 409A and any interpretive authorities promulgated
thereunder.



     (4) Hardship Distributions. In the event of an Unforeseeable Emergency involving a
Participant, the Committee may, in its sole discretion:



     (a) make a single distribution to the Participant from the Participant’s Account not to
exceed the amount sufficient to cover the emergency, plus amounts necessary to pay the taxes
anticipated as a result of the distribution. The amount distributed must take into account the
extent to which the hardship is or may be relieved through reimbursement or



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compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation
of such assets would not itself cause severe financial hardship); and/or




     (b) permit the Participant to cancel a future deferral election and to instead receive, at
the otherwise scheduled payment date, such portion of the amount that is subject to the deferral
election, but only in an amount as shall be necessary in the judgment of the Committee to alleviate
the financial hardship occasioned by the Unforeseeable Emergency. Notwithstanding the cancellation
of future deferral elections as described in this subparagraph V(A)(4)(b), such cancellation will
only be permitted to the extent that it complies with Code Section 409A and any interpretive
authorities promulgated thereunder.



     Any Participant desiring a distribution or seeking to cancel a deferral on account of an
Unforeseeable Emergency shall submit to the Committee a written request which sets forth in
reasonable detail the Unforeseeable Emergency which would cause the Participant severe financial
hardship, and the amount of cash which the Participant believes to be necessary to alleviate the
financial hardship. In determining whether to grant either such request, the Committee shall apply
the standards of Code Section 409A and any interpretive authorities promulgated thereunder. Any Participant who receives a hardship
distribution or who is permitted to cancel a deferral election shall not again be eligible to
submit a deferral election until the next enrollment period after the calendar year in which a
hardship distribution or a cancellation is permitted, assuming the foregoing provision complies
with Code Section 409A and any interpretive authorities promulgated thereunder.



     If a Participant receives a hardship distribution under this Article V(A)(4) and/or under the
Comerica Incorporated Preferred Savings Plan, the Participant’s deferral election



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hereunder shall be automatically canceled to the extent it would defer the Participant’s receipt of any Incentive
Award earned during the twelve-month period following the date of the Participant’s receipt of such
hardship distribution. Any Participant whose deferral election is automatically canceled in
accordance with the provisions hereof shall not again be eligible to submit a deferral election
until the next enrollment period after the calendar year in which the Participant receives a
hardship distribution. Notwithstanding a Participant’s receipt of a hardship distribution or the
cancellation of future deferral elections as described in this subparagraph V(A)(4)(b), such
receipt or cancellation will only be permitted to the extent that it complies with Code Section
409A and any interpretive authorities promulgated thereunder.




     (5) Cash Out Distributions. 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. For
amounts payable after January 1, 2005, the acceleration of payment as described in this paragraph Article V(A)(5), will not be
permitted except as provided under Code Section 409A and any interpretive authorities promulgated
thereunder.



     (6) Change in Control. Upon the occurrence of a Change in Control, the remaining
balance of a Specified Employee’s Account, shall be distributed to the Specified Employee, in a
lump sum, as soon as is administratively feasible following the date of such Specified Employee’s
termination after a Change in Control; however, a distribution upon a



V-5





 









 







Change in Control will not occur if the Specified Employee remains employed with the surviving entity 60 days after the date
of the Change in Control. Notwithstanding the acceleration of payment as described in this
subparagraph V(A)(6), such acceleration will only be permitted to the extent that it complies with
Code Section 409A and any interpretive authorities promulgated thereunder. Notwithstanding
anything to the contrary in this subparagraph V(A)(6), the acceleration following a Change in
Control provided for herein only applies to Compensation deferred after December 31, 2004.




     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 Account in the
name of the Participant shall be paid to the Participant’s estate.



V-6





 









 








ARTICLE VI




AMENDMENT OR TERMINATION




     A. Amendment and Termination of Plan. This Plan may be amended or terminated at any
time in the sole discretion of the Committee by a written instrument executed by the Committee to
the extent that such termination or amendment complies with applicable laws including Code Section
409A and any interpretive authorities promulgated thereunder. No such amendment shall affect the
time of payment of any Compensation earned prior to the time of such amendment or termination
except as the Committee may determine to be necessary to carry out the purpose of the Plan.



     Written notice of any such amendment or termination shall be given to each Participant. Upon
termination of the Plan, the Corporation shall distribute to each Participant or Beneficiary, or
direct that the Trustee so distribute, the amounts which would have been distributed to such
Participant or Beneficiary under the Plan had the Participant’s employment with an Employer
terminated at the time of termination of the Plan. In addition, no such amendment shall make the
Trust revocable.



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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. Fees of the Trustee and expenses of
administration of the Plan shall be deducted from Accounts.



     D. Noncompliance. Compensation deferred for a Participant under any Account Balance
Plan for the taxable year and all preceding years in which any such Account Balance Plan, with
respect to that Participant, fails to meet the requirements, or fails to be operated in accordance
with applicable laws, is includible in gross income for the taxable year it was earned to the
extent it is not subject to a “substantial risk of forfeiture.” The income tax will be calculated
from the time a participant first became eligible in a defective plan, or from the time the plan
failed to comply, adding a late fee using the appropriate late income tax payment interest factor,
plus 1%. A 20% excise tax will also be assessed. The Corporation intends to operate the Plan in
accordance with all applicable laws, but in the event that any Account Balance 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 be the
responsibility of each affected Plan Participant and shall be deducted from each Participant’s
Account.



VII-1





 









 








ARTICLE VIII




MISCELLANEOUS PROVISIONS




     A. Vesting of Participant 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 follow 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. The contractual agreement between the Corporation and each
Participant resulting from the execution of an Irrevocable Election Form 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 heirs,
executors, administrators and other legal representatives.



VIII-1






 









 








     E. Prohibition Against Loans. The Participant may not borrow any Compensation
Deferrals from the Corporation 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
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 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 Michigan and also in
accordance with Code Section 409A and any interpretive authorities 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 byreference. Subject to the above, the Committee shall have power to
construe and interpret this Plan, including but not limited to all provisions of this Plan relating
to eligibility for



VIII-2






 









 







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 power 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 any interpretive authorities
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 available upon request.



     K. Effective Date. The effective date of this amendment and restatement shall be
January 1, 2005, except as otherwise expressly stated herein.



VIII-3