BY THE COMPANY THAT WOULD BE
AGGREGATED WITH THIS PLAN UNDER SECTION 1.409A-1(C) OF THE REGULATIONS.
C.
"CODE" MEANS THE INTERNAL REVENUE CODE OF
1986, AS IT MAY BE AMENDED FROM TIME TO TIME.
D.
"COMMITTEE" MEANS THE GOVERNANCE,
COMPENSATION AND NOMINATING COMMITTEE OF THE COMPANY.
E.
"COMPANY" MEANS COMERICA INCORPORATED, A
DELAWARE CORPORATION.
F.
"EMPLOYER" MEANS THE COMPANY AND EACH
AFFILIATE THEREOF.
G.
"ERISA: MEANS THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974 (PUBLIC LAW 93-406), AS FROM TIME TO TIME AMENDED.
H.
"MANUFACTURERS INCENTIVE COMPENSATION
PLANS" MEANS THE FOLLOWING PLANS:
(I) THE MANUFACTURERS NATIONAL CORPORATION
EXECUTIVE INCENTIVE PLAN; (II) THE MANUFACTURERS NATIONAL CORPORATION TRUST
INVESTMENT INCENTIVE PLAN; (III) THE MANUFACTURERS NATIONAL CORPORATION
INSTITUTIONAL TRUST SALES AND SERVICING PLANS; (IV) THE MANUFACTURERS NATIONAL
CORPORATION PRIVATE BANKING SALES AND SERVICING PLANS; (V) THE MANUFACTURERS
NATIONAL CORPORATION INCENTIVE PLANS FOR FOREIGN EXCHANGE TRADING, MERGERS AND
ACQUISITIONS, AND COMMERCIAL MORTGAGE BANKING SERVICES; AND (VI) ANY SIMILAR
INCENTIVE COMPENSATION PLANS FORMERLY MAINTAINED BY MANUFACTURERS NATIONAL
CORPORATION FOR EMPLOYEES OF ITS BUSINESS UNITS AS DETERMINED BY THE COMMITTEE.
I.
"PARTICIPANT" MEANS AN INDIVIDUAL WHO
AT THE TIME IN QUESTION IS PARTICIPATING IN THE PLAN PURSUANT TO SECTION 3.
2
J.
"PLAN" MEANS THE PLAN SET FORTH HEREIN
WHICH IS TO BE KNOWN AS THE "BENEFIT EQUALIZATION PLAN FOR EMPLOYEES OF COMERICA
INCORPORATED."
K.
"PLAN ADMINISTRATOR" MEANS THE EMPLOYEE
BENEFITS COMMITTEE OF THE CORPORATION.
L.
"QUALIFIED PLAN" MEANS THE COMERICA
INCORPORATED RETIREMENT PLAN, AS AMENDED AND RESTATED FROM TIME TO TIME.
M.
"REGULATIONS" MEANS THE TREASURY REGULATIONS
PROMULGATED UNDER THE CODE.
N.
"SEPARATION FROM SERVICE" MEANS A
REASONABLY ANTICIPATED PERMANENT REDUCTION IN THE LEVEL OF BONA FIDE SERVICES
PERFORMED BY THE PARTICIPANT FOR THE COMPANY TO TWENTY PERCENT (20%) OR LESS OF
THE AVERAGE LEVEL OF BONA FIDE SERVICES PERFORMED BY THE PARTICIPANT FOR THE
COMPANY (WHETHER AS AN EMPLOYEE OR AN INDEPENDENT CONTRACTOR) IN THE IMMEDIATELY
PRECEDING THIRTY-SIX (36) MONTHS (OR THE FULL PERIOD OF SERVICE TO THE COMPANY
IF THE PARTICIPANT HAS BEEN PROVIDING SERVICES TO THE COMPANY FOR LESS THAN
THIRTY-SIX (36) MONTHS).
THE DETERMINATION OF WHETHER A SEPARATION FROM SERVICE
HAS OCCURRED SHALL BE MADE BY THE COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF
CODE SECTION 409A AND THE REGULATIONS.
O.
"SPECIFIED EMPLOYEE" MEANS A KEY EMPLOYEE,
AS DEFINED IN CODE SECTION 416(I), WITHOUT REGARD TO PARAGRAPH (5) THEREOF, OF
AN EMPLOYER, AS CONTEMPLATED IN CODE SECTION 409A AND THE REGULATIONS
PROMULGATED THEREUNDER.
P.
"TRUST" MEANS A TRUST ESTABLISHED
PURSUANT TO SECTION 5(I) HEREOF.
Q.
"ALTERNATIVE BENEFITS" MEANS AN AWARD
GRANTED BY THE COMMITTEE UNDER THE COMERICA INCORPORATED 2006 AMENDED AND
RESTATED LONG-TERM INCENTIVE PLAN, AS IT MAY BE AMENDED AND/OR RESTATED FROM
TIME TO TIME, OR ITS SUCCESSOR PLAN, TO A PARTICIPANT WHERE THE COMMITTEE, IN
ITS SOLE DISCRETION, EXPRESSLY GRANTS SUCH AWARD IN LIEU OF AN AWARD EARNED BUT
NOT PAID FOR A PARTICULAR PERFORMANCE PERIOD UNDER THE COMERICA INCORPORATED
2006 AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN, AS IT MAY BE AMENDED AND/OR
RESTATED FROM TIME TO TIME,