TO
TIME FOR SUCH PURPOSES.
BI-WEEKLY BASE PAY SHALL NOT INCLUDE ANY AMOUNT WHICH
IS DEFERRED UNDER THE DEFERRED COMPENSATION PLAN(S).
E.
"BOARD" MEANS THE BOARD OF DIRECTORS OF COMERICA INCORPORATED.
F.
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
ALL
REFERENCES TO SECTIONS OF THE CODE SHALL BE DEEMED TO REFER TO ANY SUCCESSOR
PROVISIONS TO SUCH SECTIONS.
G.
"COMMITTEE" MEANS THE COMMITTEE APPOINTED BY THE BOARD TO
ADMINISTER THE PLAN AS PROVIDED HEREIN.
UNLESS OTHERWISE DETERMINED BY THE
BOARD, THE GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE OF THE BOARD SHALL
BE THE COMMITTEE.
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H.
"CORPORATION" MEANS COMERICA INCORPORATED, A DELAWARE
CORPORATION.
FOR PURPOSES OF PLAN PROVISIONS RELATING TO ELIGIBILITY TO
PARTICIPATE OR RECEIVE OR MAKE CONTRIBUTIONS, IT SHALL ALSO INCLUDE SUBSIDIARIES
AND AFFILIATES OF THE CORPORATION.
I.
"CORPORATION SHARES" MEANS SHARES OF $5.00 PAR VALUE COMMON
STOCK OF THE CORPORATION.
J.
"CUSTODIAN BANK" MEANS COMERICA BANK, A TEXAS BANKING
ASSOCIATION, OR SUCH OTHER INSTITUTION AS MAY BE APPOINTED BY THE CORPORATION TO
HOLD CORPORATION SHARES IN ACCOUNTS OF PARTICIPANTS UNDER THE PLAN.
K.
"DEFERRED COMPENSATION PLAN(S)" MEANS THE 1999 COMERICA
INCORPORATED DEFERRED COMPENSATION PLAN, TOGETHER WITH ANY AND ALL AMENDMENTS,
RESTATEMENTS AND/OR MODIFICATIONS THEREOF, AND/OR THE 1999 COMERICA INCORPORATED
AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN, TOGETHER WITH
ANY AND ALL AMENDMENTS, RESTATEMENTS AND/OR MODIFICATIONS THEREOF, OR ANY PLAN
ADOPTED BY THE CORPORATION AS A SUCCESSOR TO THE FOREGOING.
L.
"DISABILITY" HAS THE MEANING SET FORTH IN SECTION V(D) HEREOF.
M.
"EMPLOYEE" MEANS AN INDIVIDUAL WHO RENDERS SERVICE TO THE
CORPORATION OR ONE OF ITS SUBSIDIARIES OR AFFILIATES AS A COMMON LAW EMPLOYEE OR
OFFICER.
N.
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
O.
"MANAGEMENT INCENTIVE PLAN" MEANS THE AMENDED AND RESTATED
COMERICA INCORPORATED MANAGEMENT INCENTIVE PLAN, TOGETHER WITH ANY AND ALL
AMENDMENTS, RESTATEMENTS AND/OR MODIFICATIONS THEREOF, OR ANY PLAN ADOPTED BY
THE CORPORATION AS A SUCCESSOR TO THE FOREGOING.
P.
"MATCHING CONTRIBUTION" MEANS, SUBJECT TO THE LIMITATIONS OF
SECTION V(C) HEREOF, A CONTRIBUTION BY THE CORPORATION, THE GROSS AMOUNT OF
WHICH SHALL EQUAL 15% OF THE AGGREGATE AMOUNT OF PAYROLL WITHHOLDING
CONTRIBUTIONS, SERVICE AWARD CONTRIBUTIONS AND/OR OTHER PERMITTED CONTRIBUTIONS
MADE DURING THE PREVIOUS QUARTER.
THE MATCHING CONTRIBUTION, NET OF ALL
APPLICABLE WITHHOLDING AND DEDUCTIONS, SHALL BE USED TO PURCHASE CORPORATION
SHARES.
Q.
"OTHER PERMITTED CONTRIBUTION" MEANS A NON-PERIODIC CONTRIBUTION
OF A PARTICIPANT TO THE PLAN PURSUANT TO GUIDELINES APPROVED BY THE COMMITTEE OR
THE PLAN ADMINISTRATOR FROM TIME TO TIME.
R.
"PARTICIPANT" MEANS AN EMPLOYEE OR FORMER EMPLOYEE WHO HAS AN
ACCOUNT UNDER THE PLAN.
S.
"PAYROLL WITHHOLDING CONTRIBUTION" MEANS A CONTRIBUTION OF A
PARTICIPANT UNDER THE PLAN EQUAL TO THE PERCENTAGE OF THE PARTICIPANT'S GROSS
BI-WEEKLY BASE PAY SUCH PARTICIPANT
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HAS ELECTED TO CONTRIBUTE TO THE PLAN; PROVIDED, HOWEVER, THAT IN THE EVENT THE
PARTICIPANT'S PAY, LESS ALL APPLICABLE WITHHOLDING AND DEDUCTIONS, IS LESS THAN
THE AMOUNT OF HIS OR HER ELECTED CONTRIBUTION, THE CONTRIBUTION SHALL BE REDUCED
SO AS NOT TO EXCEED 100% OF