exv10w18



 






Exhibit 10.18




As approved by the Compensation Committee on January 24, 2005

As approved by the Board of Directors on January 25, 2005




1999 COMERICA INCORPORATED




AMENDED AND RESTATED




COMMON STOCK DEFERRED INCENTIVE AWARD PLAN






 









 








TABLE OF CONTENTS




Page




1999 COMERICA INCORPORATED

AMENDED AND RESTATED

COMMON STOCK DEFERRED INCENTIVE AWARD PLAN




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






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TABLE OF CONTENTS

(continued)




Page




	 	 	 	 	 
	D. Special Rules Applicable to Irrevocable Election
Forms and Deferral of the Incentive Award
	 	III-2
	(1) Deferral Election to be Made Before the Incentive
Award is Earned
	 	III-2
	(2) Irrevocability of Deferral Election
	 	III-2
	E. Deferrals By Committee
	 	III-2
	F. Subsequent Elections
	 	III-3
	 
	ARTICLE IV DEFERRED INCENTIVE AWARD ACCOUNTS AND
INVESTMENT OF DEFERRED
       INCENTIVE AWARD
	 	IV-1
	A. Deferred Incentive Award Accounts
	 	IV-1
	B. Earnings on Incentive Award Deferrals
	 	IV-1
	C. Contribution of Incentive Award Deferrals to Trust
	 	IV-2
	D. Insulation from Liability
	 	IV-2
	E. Ownership of Incentive Award Deferrals
	 	IV-2
	F. [Intentionally left blank]
	 	IV-3
	G. Adjustment of Accounts Upon Changes In Capitalization
	 	IV-3
	 
	ARTICLE V DISTRIBUTION OF INCENTIVE AWARD DEFERRALS
	 	V-1
	A. In General
	 	V-1
	(1) Employment Through Deferral Period
	 	V-1
	(2) Termination Prior to End of Deferral Period
	 	V-1
	(3) Death of Participant Prior to End of Installment Distribution
Period
	 	V-2
	(4) Hardship Distributions/Cancellation of Deferral Election
	 	V-2
	(5) Stock Distributions
	 	V-4
	(6) Change in Control
	 	V-4
	B. Designation of Beneficiary
	 	V-4
	(1) Beneficiary Designation Must be Filed Prior to Participant’s
Death
	 	V-5
	(2) Absence of Beneficiary
	 	V-5
	 
	ARTICLE VI AMENDMENT OR TERMINATION
	 	VI-1
	A. Amendment and Termination of Plan
	 	VI-1
	 
	ARTICLE VII AUDITING OF ACCOUNTS AND STATEMENTS TO PARTICIPANTS
	 	VII-1
	A. Auditing of Accounts
	 	VII-1
	B. Statements to Participants
	 	VII-1
	C. Fees and
Expenses of Administration
	 	VII-1
	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	VIII-1
	A. Nonforfeitability of Participant Accounts
	 	VIII-1
	B. Prohibition Against Assignment
	 	VIII-1
	C. No Employment Contract
	 	VIII-1






- ii -









 








TABLE OF CONTENTS

(continued)




Page




	 	 	 	 	 
	D. Successors Bound
	 	VIII-1
	E. Prohibition Against Loans
	 	VIII-1
	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 Plan enables Participants to defer receipt of all or a portion of their Incentive Award to
provide additional income for them subsequent to 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.



l-1









 









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) “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.



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




     (5) “Code” means the Internal Revenue Code of 1986, as amended.



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



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



     (8) “Comerica Stock Fund” means the investment established under the Plan pursuant to
which a Participant may request
investment of sums deferred under the Plan in units whose value is tied to the market value of
shares of Comerica Stock.



     (9) “Committee” means the Compensation Committee of the Board, or such other committee
appointed by the Board to administer the Plan.



ll-1









 









     (10) “Corporation” means Comerica Incorporated, a Delaware corporation, and any
successor entity.



     (11) “Deferral Period” means the period during which a Participant elects to defer
receipt of the Incentive Award under the Plan, which period shall end coincident with the
Participant’s Retirement.



     (12) “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 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.



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



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




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



     (16) “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. Notwithstanding the



II-2




 









 








preceding sentence, only business
unit incentives that are (i) paid to Participants holding a position of corporate First Vice
President or above, (ii) paid no more often than annually and (iii) paid at or about the same time
as incentive awards under the Management Incentive Plan, will be deemed to constitute Incentive
Awards.




     (17) “Incentive Award Deferral(s)” means the amount of an Incentive Award a
Participant has elected to defer pursuant to a timely filed Irrevocable Election Form and, where
the context requires, shall also include earnings on such amounts.



     (18) “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.



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



     (20) “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.



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



     (22) “Plan” means the unfunded, nonqualified elective 1999 Comerica Incorporated
Amended and Restated Common Stock Deferred Incentive Award Plan, the provisions of which are set
forth herein, as they may be amended from time to time.



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



ll-3









 









     (24) “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.



     (25) “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.



     (26) “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.



     (27) “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.



II-4










 








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



     (29) “Unforeseeable Emergency”  means 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.



II-5





 










 






ARTICLE III


ELECTION TO PARTICIPATE IN THE PLAN




     A. Completion of Irrevocable Election Form. An individual who wishes to become a
Participant in the Plan must submit a signed Irrevocable Election Form, indicating the amount of
the Incentive Award the Participant wishes to defer, no later than six months prior to the end of
the applicable Performance Period during which the Incentive Award may be earned, or earlier if the
Plan Administrator so determines. The participant will be deemed to have made an election under
this Plan on the date that the Corporation receives the Irrevocable Election Form. A Participant
must timely file an Irrevocable Election Form with respect to 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 the Incentive Award to be deferred in whole percentages or in whole
dollars; (ii) request that the Employer defer payment of the Incentive Award to the Participant
until the year the Participant reaches Retirement; (iii) state how the Participant wishes to
receive payment of the Incentive Award 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 assumed the risks of
deferral, including, without limitation, the risk of poor investment performance and the risk
that the Corporation may become insolvent.



III-1









 





     D. Special Rules Applicable to Irrevocable Election Forms and Deferral of Incentive
Awards.



     (1) Deferral Election to be Made Before the Incentive Award is Earned. Incentive
Awards may only be deferred to the extent that they have not yet been earned by a Participant. An
election to defer an Incentive Award must be received by the Corporation no later than six months
before the end of the applicable Performance Period during which the Incentive Award may be earned.
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 an Incentive Award 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 the Incentive Award, and may impose rules prohibiting the deferral of less than 100% of
any award under any other incentive plan of the Employer that permits deferral of awards
thereunder.



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



     E. Deferrals By Committee. At its discretion, the Committee may defer any portion of
the Incentive Award payable to a Participant pursuant to a notice to the Participant, provided such
notification is given no later than six months before the end of the applicable Performance Period
during which the Incentive Award may be earned. Notwithstanding the preceding sentence, such a
deferral election by the Committee will be



III-2









 





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 Incentive Award to be deferred
in whole percentages or whole dollars, (2) designate that such deferral will not become payable
until the Participant Retires, and (3) state whether the Participant shall receive such
distribution in a lump sum or installments of Comerica Stock. Any Incentive Award deferred under
the Plan by the Committee shall be deemed invested in the Comerica Stock Fund. Upon the death of
the Participant on behalf of whom the Incentive Award 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 Incentive Award
deferred by the Participant under the Plan. If the Participant has not submitted a beneficiary
designation form with respect to such other deferrals, the Incentive Award deferred by the
Committee and any earnings thereon shall be payable in the form of Comerica Stock to the
Participant’s estate upon his or her death.




     F. 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 Incentive Awards 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



III-3









 





in the method of payment with
respect to Incentive Awards deferred prior December 31, 2004, only to the extent allowed by Code
Section 409A and any interpretive authorities promulgated thereunder.





III-4









 








ARTICLE IV


DEFERRED INCENTIVE AWARD ACCOUNTS 


AND INVESTMENT OF DEFERRED INCENTIVE AWARD




     A. Deferred Incentive Award 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 the Incentive Award subject to a Participant’s deferral election would otherwise be paid
to the Participant, the Plan Administrator shall credit the Incentive Award 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 Incentive Award Deferrals credited to the Account as though the Incentive
Award Deferrals had been hypothetically invested in Comerica Stock, 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 Incentive Award 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, the balance of each Participant’s Account, and any earnings and dividends thereon shall
be deemed invested in Comerica Stock.



     The Corporation shall be under no obligation to acquire any Comerica Stock to fund this Plan,
and any investment actually made by the Corporation with Incentive Award
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.



IV-1









 





     C. Contribution of Incentive Award Deferrals to Trust. In the sole discretion of the
Corporation, all or any portion of the Incentive Award 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 Incentive Award Deferrals to the Trust. Any Incentive Award 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, 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 Incentive Award 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 Participant or Beneficiary to payments
under the Plan be increased by reason of the Corporation’s contribution of Incentive Award
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



IV-2









 





Corporation. Participants
and Beneficiaries shall not be deemed to be parties to any trust agreement the Corporation enters
into with the Trustee.




     F. [Intentionally left blank]



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



IV-3









 





ARTICLE V


DISTRIBUTION OF INCENTIVE AWARD DEFERRALS




     A. In General. The benefits payable hereunder as Deferred Incentive Award 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 an
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 Comerica Stock, in any
manner described below which is selected by the Participant in the Participant’s Irrevocable
Election Form: (i) a single sum; (ii) five (5) annual installments; (iii) ten (10) annual
installments; or (iv) fifteen (15) annual installments. 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 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.



     (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, the Corporation shall distribute (or direct the Trustee to distribute) Comerica
Stock to the Participant or to the Participant’s Beneficiary in a single distribution as soon as is
administratively feasible following the Participant’s termination date. 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



V-1









 





Specified Employee’s termination (or, if earlier, the
date of death of such Specified Employee). Notwithstanding the acceleration 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 terminates prior to the last day of the Deferral Period
because the Participant has become Disabled, certificates evidencing the Comerica Stock Fund
investment, 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 the Comerica Stock is made, then the remaining
Comerica Stock certificates in such Participant’s Account shall be distributed to the Participant’s
Beneficiary, in a lump sum, as soon as is administratively feasible following the date 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/Cancellation of Deferral Election. In the event of an
Unforeseeable Emergency involving a Participant, the Committee may, in its sole discretion:



          (a) make a single distribution of Comerica Stock, 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



V-2









 





distributed must take into
account the extent to which the hardship is or may be relieved through reimbursement or
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 election 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 estimated amount of Account distribution, 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



V-3









 





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 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) Stock 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 Comerica Stock 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 deferred after December 31, 2004, the acceleration of payment as described in this
subparagraph V(A)(5), such acceleration will only be permitted to the extent that it complies with
Code Section 409A and any interpretive authorities promulgated thereunder.



     (6) Change in Control. Upon the occurrence of a Change in Control, the



V-4









 





remaining
Comerica Stock certificates in 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
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 Incentive Awards
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.



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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 distribution of any of the Incentive Awards 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. Incentive Awards 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, are includible in gross income for the taxable year they were
earned to the extent they are not subject to a “substantial risk of forfeiture” and pursuant with
Code Section 409A and any interpretive authorities promulgated thereunder. 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 Participant and shall be deducted from
Accounts.



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ARTICLE VIII


MISCELLANEOUS PROVISIONS




     A. Vesting. Each Participant shall be fully vested in his or her Account.



     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.



     E. Prohibition Against Loans. The Participant may not borrow any Incentive Award
Deferrals from the Corporation nor utilize his or her Account as security for any loan from the
Employer.



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     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 interpretive
authorities 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 by reference. 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 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



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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.



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