USED BY AN ELIGIBLE
EMPLOYEE OR PARTICIPANT TO MAKE DEFERRAL ELECTIONS UNDER THIS PLAN, AS PROVIDED
BY THE CORPORATION, AND AS REVISED FROM TIME TO TIME.
21.
"MANAGEMENT INCENTIVE PLAN" MEANS THE AMENDED AND RESTATED
COMERICA INCORPORATED MANAGEMENT INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME.
22.
"PARTICIPANT" MEANS AN EMPLOYEE WHOSE IRREVOCABLE ELECTION
FORM HAS BEEN TIMELY RECEIVED BY THE CORPORATION PURSUANT TO
ARTICLE III(A) HEREOF OR ON WHOSE BEHALF AN IRREVOCABLE ELECTION FORM HAS BEEN
FILED BY THE COMMITTEE PURSUANT TO ARTICLE III(E), AN EMPLOYEE WHO HAS A
DEFERRAL ELECTION CURRENTLY IN EFFECT, OR AN EMPLOYEE OR FORMER EMPLOYEE WITH AN
ACCOUNT BALANCE UNDER THE PLAN.
23.
"PERFORMANCE PERIOD" MEANS, WITH RESPECT TO INCENTIVE AWARDS, THE
PERIOD SPECIFIED BY THE COMMITTEE, WHICH PERIOD SHALL NOT BE LESS THAN 12
MONTHS, DURING WHICH PARTICIPANTS CAN EARN SUCH COMPENSATION.
24.
"PLAN" MEANS THE 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.
25.
"PLAN ADMINISTRATOR(S)" MEANS THE INDIVIDUAL(S) APPOINTED BY THE
COMMITTEE TO HANDLE THE DAY-TO-DAY ADMINISTRATION OF THE PLAN.
26.
"REGULATIONS" MEANS THE TREASURY REGULATIONS PROMULGATED UNDER THE
CODE.
27.
"RETIREMENT" MEANS, FOR PURPOSES OF THIS PLAN, THE EARLIER OF
(I) THE DATE ON WHICH THE PARTICIPANT ATTAINS AT LEAST AGE FIFTY-FIVE (55) AND
COMPLETES FIVE (5) YEARS OF SERVICE OR (II) THE DATE ON WHICH THE PARTICIPANT
ATTAINS AGE SIXTY-FIVE (65) .
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 THAT QUALIFIES AS "PERFORMANCE BASED COMPENSATION" WITHIN THE MEANING OF
REGULATIONS SECTION 1.409A-1(E).
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, NO
INCENTIVE AWARD WILL BE DEEMED TO CONSTITUTE SECTION 409A 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 SUCH
PERFORMANCE CONDITIONS ARE ESTABLISHED.
30.
"SEPARATION FROM SERVICE" MEANS A REASONABLY ANTICIPATED PERMANENT
REDUCTION IN THE LEVEL OF BONA FIDE SERVICES PERFORMED BY THE PARTICIPANT FOR
THE EMPLOYER TO 20% OR LESS OF THE AVERAGE LEVEL OF BONA FIDE SERVICES PERFORMED
BY THE PARTICIPANT FOR THE EMPLOYER (WHETHER AS AN EMPLOYEE OR AN INDEPENDENT
CONTRACTOR) IN THE IMMEDIATELY PRECEDING THIRTY-SIX (36) MONTHS (OR THE FULL
PERIOD OF SERVICE TO THE EMPLOYER IF THE PARTICIPANT HAS BEEN PROVIDING SERVICES
TO THE EMPLOYER FOR LESS THAN THIRTY-SIX (36)
3
MONTHS).
THE DETERMINATION OF WHETHER A SEPARATION FROM SERVICE HAS OCCURRED
SHALL BE MADE BY THE PLAN ADMINISTRATOR IN ACCORDANCE WITH THE PROVISIONS OF
CODE SECTION 409A AND THE REGULATIONS PROMULGATED THEREUNDER.
32.
"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.
33.
"TRUST" MEANS ONE OR MORE RABBI TRUSTS, AS MAY BE ESTABLISHED BY
THE CORPORATION IN CONNECTION WITH