ANY ENTITY THAT IS CONTROLLED BY THE COMPANY,
WHETHER DIRECTLY OR INDIRECTLY.
B.
"AGGREGATED PLAN" MEANS ALL AGREEMENTS, METHODS, PROGRAMS, AND
OTHER ARRANGEMENTS SPONSORED 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.
2
I.
"PARTICIPANT" MEANS AN INDIVIDUAL WHO AT THE TIME IN QUESTION IS
PARTICIPATING IN THE PLAN PURSUANT TO SECTION 3.
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.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Any participant of the Qualified Plan whose benefits thereunder are limited by
the provisions of Sections 401(a)(17), 415 and/or 416 of the Code or by the
nonrecognition under the Qualified Plan of compensation deferred under any of
the Manufacturers Incentive Compensation Plans shall automatically participate
in and accrue benefits under this Plan.
SECTION 4
AMOUNT OF BENEFITS