1
EXHIBIT 10.18

1999 COMERICA INCORPORATED
DEFERRED COMPENSATION PLAN

COMERICA INCORPORATED
DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE I. PURPOSE AND INTENT............................................................................I-1

ARTICLE II. DEFINITIONS
A. Definitions..................................................................................II-1
(1) Account.............................................................................II-1
(2) Irrevocable Election Form...........................................................II-1
(3) Beneficiary(ies)....................................................................II-1
(4) Board...............................................................................II-1
(5) Code ...........................................................................II-1
(6) Comerica Stock......................................................................II-1
(7) Comerica Stock Fund ...............................................................II-1
(8) Committee...........................................................................II-1
(9) Compensation........................................................................II-2
(10) Compensation Deferral...............................................................II-2
(11) Deferral Period.....................................................................II-2
(12) Disabled and Disability.............................................................II-2
(13) Eligible Employee...................................................................II-2
(14) Employer............................................................................II-2
(15) ERISA...............................................................................II-3
(16) Exchange Act........................................................................II-3
(17) Participant.........................................................................II-3
(18) Plan................................................................................II-3
(19) Plan Administrator(s)...............................................................II-3
(20) Retirement..........................................................................II-3
(21) Section 16 Insider..................................................................II-3
(22) Trust...............................................................................II-3
(23) Trustee.............................................................................II-3
(24) Unforeseeable Emergency.............................................................II-3

ARTICLE III. ELECTION TO PARTICIPATE IN THE PLAN
A. Completion of Irrevocable Election Form.....................................................III-1
B. Contents of Irrevocable Election Form.......................................................III-1
C. Effect of Entering Into Irrevocable Election Form...........................................III-1
D. Special Rules Applicable to Irrevocable Election Form
and Deferral of Compensation................................................................III-1
(1) Deferral Election to be Made Before
Compensation is Earned.............................................................III-1
(2) Irrevocability of Deferral Election................................................III-2
(3) Cancellation of Deferral Election..................................................III-2
E. Deferrals By Committee......................................................................III-3

ARTICLE IV. DEFERRED COMPENSATION ACCOUNTS AND

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INVESTMENT OF DEFERRED COMPENSATION

A. Deferred Compensation Accounts........................................................................IV-1
B. Earnings on Compensation Deferrals....................................................................IV-1
C. Contribution of Compensation Deferrals to Trust.......................................................IV-2
D. Insulation from Liability.............................................................................IV-2
E. Ownership of Compensation Deferrals...................................................................IV-2
F. Special Rule Application to Certain Reallocations.....................................................IV-3
G. Adjustment of Accounts Upon Changes In Capitalization.................................................IV-4

ARTICLE V. DISTRIBUTION OF COMPENSATION DEFERRALS
A. In General.............................................................................................V-1
(1) Employment Through Deferral Period................................................................V-1
(2) Termination Prior to End of Deferral Period ......................................................V-2
(3) Death of Participant Prior to End of
Installment Distribution Period...................................................................V-3
(4) Hardship Distributions............................................................................V-3
(5) Cash Out Distributions............................................................................V-3
B. Designation of Beneficiary.............................................................................V-4
(1) Beneficiary Designation Must be Filed Prior to
Participant's Death...............................................................................V-4
(2) Absence of Beneficiary............................................................................V-4

ARTICLE VI. AMENDMENT OR TERMINATION
A. Amendment and Termination of Plan................................................................VI-1

ARTICLE VII. AUDITING OF ACCOUNTS AND STATEMENTS
TO PARTICIPANTS
A. Auditing of Accounts............................................................................VII-1
B. Statements to Participants......................................................................VII-1
C. Fees and Expenses of Administration.............................................................VII-1

ARTICLE VIII. MISCELLANEOUS PROVISIONS
A. Nonforfeitability of Participant Accounts......................................................VIII-1
B. Prohibition Against Assignment.................................................................VIII-1
C. No Employment Contract.........................................................................VIII-1
D. Successors Bound...............................................................................VIII-1
E. Prohibition Against Loans......................................................................VIII-1
F. Administration By Committee....................................................................VIII-1
G. Governing Law and Rules of Construction........................................................VIII-2
H. Power to Interpret.............................................................................VIII-2
I. Effective Date.................................................................................VIII-3

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ARTICLE I.
PURPOSE AND INTENT.
The Plan enables Eligible Employees to defer receipt of all or a
portion of their Compensation to provide additional income for them subsequent
to retirement, disability or termination of employment. It is the intention of
Comerica Incorporated 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.

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ARTICLE II.

DEFINITIONS.

A. Definitions. The following words and phrases, wherever capitalized,
shall have the following meanings respectively:

(1) "Account(s)" means the account established for each Participant under
Article IV(A) hereof.

(2) "Irrevocable Election Form" means the Irrevocable Election Form in the
form attached hereto as Attachment A, as it may be revised from time to time.

(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 Comerica Incorporated.

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

(6) "Comerica Stock" means shares of common stock of Comerica Incorporated,
$5.00 par value.

(7) "Comerica Stock Fund" means an investment option established under
the Plan pursuant to which a Participant may have requested investment prior to
January 1, 1999, of sums deferred under the Plan in units whose value is tied to
the market value of shares of Comerica Stock.

(8) "Committee" means the Compensation Committee of the Board, or such
other committee appointed by the Board to administer the Plan.

(9) "Compensation" means gross salary from the Employer including base
salary, incentive compensation, bonuses, overtime, commissions and any other
form of

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cash remuneration approved by the Committee, other than an incentive award
granted to Participants pursuant to the Management Incentive Plan that is
related to Comerica Incorporated's 3 year return on equity performance.

(10) "Compensation Deferral(s)" means the amount of Compensation a
Participant has elected to defer, pursuant to an Irrevocable Election Form and,
where the context requires, shall also include earnings on such amounts.

(11) "Deferral Period" means the period during which a Participant elects
to defer receipt of Compensation under the Plan, which period shall end
coincident with the Participant's Retirement.

(12) "Disabled" or "Disability" means "disabled" under the Comerica
Incorporated Long-Term Disability Plan or under the Comerica Incorporated
Executive Long-Term Disability Plan, whichever such plan covers the individual.

(13) "Eligible Employee" means an individual employed by an Employer who
is: (i) eligible to receive compensation under the Comerica Incorporated
Management Incentive Plan; (ii) eligible to receive compensation under an
incentive program sponsored by any business unit of the Employer, provided the
Compensation the individual expects to earn in the year his deferral election is
operative is approximately $100,000; or (iii) approved for participation by the
Committee on the basis of high earning potential and other relevant factors
consistent with the Plan.

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

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(15) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

(16) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(17) "Participant" means an Eligible Employee whose Irrevocable Election
Form has been accepted by the Committee pursuant to Article III(A) hereof, and
who either has a deferral election currently in effect or an Account balance
under the Plan.

(18) "Plan" means the unfunded, nonqualified elective deferred
compensation plan the provisions of which are set forth herein, as they may be
amended from time to time.

(19) "Plan Administrator(s)" means the individual(s) appointed by the
Committee to handle the day-to-day administration of the Plan.

(20) "Retirement" means retirement under the Comerica Incorporated
Retirement Plan.

(21) "Section 16 Insider" means any Participant who is designated by the
Company as a reporting person under Section 16 of the Exchange Act.

(22) "Trust" means such trust as may be established by Comerica
Incorporated in connection with this Plan.

(23) "Trustee" means the entity selected by Comerica Incorporated as
trustee of the Trust.

(24) "Unforeseeable Emergency" means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (within the meaning of 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.

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ARTICLE III.

ELECTION TO PARTICIPATE IN THE PLAN.

A. Completion of Irrevocable Election Form. An Eligible Employee who wishes
to become a Participant in the Plan must complete and sign an Irrevocable
Election Form. Any Irrevocable Election Form received by the Committee shall
become binding upon the Committee's acceptance thereof. In the Irrevocable
Election Form, the Employee shall indicate the Compensation the Participant
wishes to defer. An Eligible Employee must file a separate Irrevocable Election
Form with respect to each year's Compensation he or she wishes to defer.

B. Contents of Irrevocable Election Form. Each Irrevocable Election Form
shall: (i) designate the amount of Compensation to be deferred in whole
percentages or in whole dollars; (ii) request that the Employer defer payment of
the Compensation to the Participant until the year the Participant retires;
(iii) state how the Participant wishes to receive payment of the Compensation
Deferrals at retirement; and (iv) contain other provisions the Committee deems
appropriate.

C. Effect of Entering Into Irrevocable Election Form. Upon the Committee's
acceptance of a Participant's 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 Comerica Incorporated may become insolvent.

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

(1) Deferral Election to be Made Before Compensation is Earned. In no event
shall any Compensation which has been earned by a Participant prior to the date
such Participant's Irrevocable Election Form has been accepted by the Committee
be deferred

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under the Plan. Further, the effective date of any Irrevocable Election
Form shall not be earlier than the first day of the calendar year which begins
after the Irrevocable Election Form is signed by the Participant and accepted by
the Committee. Notwithstanding the preceding sentence, an Irrevocable Election
Form delivered to the Committee within 60 days of the effective date of the Plan
may defer Compensation to be earned in the remaining portion of the year in
which it is delivered; and, provided further, an Irrevocable Election Form
delivered to the Committee within 30 days of the date an individual first
becomes eligible to participate in the Plan may defer Compensation to be earned
in the remaining portion of the year in which it is delivered.

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 Compensation and may impose
rules prohibiting the deferral of less than 100% of any award under any
incentive compensation plan of the Employer that permits deferral of awards
thereunder.
(2) Irrevocability of Deferral Election. Except as provided in Article
III(D)(3) and V(A)(4) below, the provisions of the Irrevocable Election Form
relating to a Participant's election to defer Compensation and the Participant's
selection of the time and manner of payment of Compensation Deferrals shall be
irrevocable.
(3) Cancellation of Deferral Election. In the event of an Unforeseeable
Emergency, the Committee may, in its sole discretion, permit the Participant to
cancel an election to defer Compensation, in whole or in part, and permit the
Participant to receive at the otherwise scheduled payment date whatever portion
of the amount subject to the

III-2

deferral election is necessary, in the judgment of the Committee, to alleviate
the financial hardship occasioned by the Unforeseeable Emergency.
Any Participant who seeks 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, and the amount of
the Compensation Deferral which the Participant believes to be necessary to
remedy it. In determining whether to grant any Participant's request to cancel a
deferral election on the basis of an Unforeseeable Emergency, the Committee
shall adhere to the requirements of Section 1.457-2(h)(4) of the Income Tax
Regulations, the provisions of which are incorporated herein by reference. Any
Participant who is permitted to cancel a deferral election shall not again be
eligible to submit a deferral election until the calendar year following the
calendar year in which such cancellation is permitted.
If a Participant receives a hardship distribution 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 Compensation the Participant would earn during a
twelve-month period beginning on 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 elapse of
at least 12 months following the Participant's receipt of a hardship
distribution.
E. Deferrals By Committee. At its discretion, the Committee may defer
any Compensation payable to an Eligible Employee pursuant to a notice to the
Eligible Employee. Any Compensation payable to an Eligible Employee which is
deferred by the

III-3

Committee shall be paid to the Eligible Employee in a manner determined by the
Committee, i.e., a lump sum or installments, upon his or her termination of
employment. Any Compensation deferred under the Plan by the Committee shall be
invested in the investment option under the Plan which most closely approximates
a money market fund pending the Employer's receipt of an investment request from
the Eligible Employee. It shall be the Eligible Employee's obligation to submit
an investment request to the Employer if any Compensation deferred by the
Committee is to be invested in any fund other than a money market fund.
Notwithstanding anything to the contrary, no Compensation, other than the
Compensation placed in the Account prior to January 1,1999, shall be invested in
or reallocated to Comerica Stock. Also, upon the death of the Eligible Employee
on behalf of whom the Compensation is deferred prior to distribution of all
Compensation deferred by the Committee and the earnings thereon, unless the
Eligible Employee has delivered a beneficiary designation form to the Committee
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 Committee with respect to other Compensation
deferred by the Eligible Employee under the Plan. If the Eligible Employee has
not designated a Beneficiary(ies) with respect to sums deferred by the Committee
and has not deferred other Compensation under the Plan (or submitted a
beneficiary designation form with respect to any such deferrals), the
Compensation deferred by the Committee and any earnings thereon shall be payable
to the Eligible Employee's estate upon his or her death.

III-4

ARTICLE IV.

DEFERRED COMPENSATION ACCOUNTS

AND INVESTMENT OF DEFERRED COMPENSATION.

A. Deferred Compensation 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 Compensation subject to a
Participant's deferral election would otherwise be paid to the Participant, the
Plan Administrator shall credit the Compensation being deferred to the
Participant's Account. Each Participant's Account shall further be credited with
earnings or charged with losses resulting from the deemed investment of the
Compensation Deferrals credited to the Account as though the Compensation
Deferrals had been invested in the investments selected by the Participant as
provided below, 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 Compensation 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, each Participant shall direct, in a
form approved by and in accordance with procedures established by the Committee,
how the Participant chooses the balance in his Account to be deemed to be
invested among investment options (which shall not include Comerica Stock) to be
made available by the Committee. In lieu of making investment options available
to Participants, Comerica Incorporated may credit deferred sums with a
reasonable rate of interest to reflect the time value of money.

IV-1

Comerica Incorporated shall be under no obligation to acquire any of
the investments selected by any Participant, and any investments actually made
by it with Compensation Deferrals will be acquired solely in the name of
Comerica Incorporated, and will remain the sole property of Comerica
Incorporated.
C. Contribution of Compensation Deferrals to Trust. In the sole
discretion of Comerica Incorporated, all or any portion of the Compensation
Deferrals credited to any Participant's Account may be contributed to a Trust
established by Comerica Incorporated in connection with the Plan. No Participant
or Beneficiary shall have the right to direct or require that Comerica
Incorporated contribute the Participant's Compensation Deferrals to the Trust.
Any Compensation 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 or 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 Compensation Deferrals. Title to and beneficial
ownership of any assets, of whatever nature, which may be allocated by Comerica
Incorporated to any Account in the name of any Participant shall at all times
remain with Comerica Incorporated, and no Participant or Beneficiary shall have
any property interest whatsoever in any specific assets of Comerica Incorporated
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
Comerica Incorporated's contribution of

IV-2

Compensation 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 Comerica Incorporated. Participants and Beneficiaries shall not be
deemed to be parties to any trust agreement Comerica Incorporated enters into
with the Trustee.
F. Special Rule Applicable To Certain Reallocations.
(A) Notwithstanding the foregoing, effective January 1, 1999, a
Participant may not direct a reallocation of monies out of any investment fund
into the Comerica Stock Fund. A Participant may however, reallocate monies out
of the Comerica Stock Fund into any other investment fund (which shall not
include the Comerica Stock Fund), except as provided in subsection (B) of this
section.
(B) A Section 16 Insider may not direct a reallocation of monies out of
the Comerica Stock Fund into any other investment funds if, within the previous
six months, he or she (or any other person whose transactions are attributed to
the Section 16 Insider under Section 16 of the Exchange Act) either (i) acquired
shares of Comerica Stock in the open market or pursuant to a private
transaction, or (ii) made an election under the Plan (or under any other plan
sponsored by the Company) that resulted in an acquisition of equity securities
of the Company within the meaning of that term under Section 16 of the Exchange
Act.
To the extent consistent with rules under Section 16 of the Exchange
Act, the foregoing prohibitions shall not be applicable if the reallocation is
in connection with the Section 16 Insider's death, disability, retirement or
termination of employment.

IV-3

Notwithstanding any other provision of the Plan, effective January 1,
1999, except in the circumstances of death, Disability, Retirement or other
termination of employment, a Section 16 Insider shall not be permitted to
receive a cash distribution from the Plan which is funded to any extent by a
disposition of his or her interest.
G. Adjustment of Accounts Upon Changes In Capitalization. With respect
to Accounts that are deemed to be invested in whole or in part in the Comerica
Stock Fund, 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, split-off, 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-4

ARTICLE V.
DISTRIBUTION OF COMPENSATION DEFERRALS.
A. In General. The benefits payable hereunder as deferred compensation
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, Comerica
Incorporated 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 cash in any manner described below
which is selected by the Participant in the Participant's Irrevocable Election
Form: (i) a single sum; (ii) annual installments over 5 years, (iii) annual
installments over 10 years; or (iv) annual installments over 15 years.
For purposes of determining the amount of annual installments, X shall
equal the number of years over which benefits will be paid as elected by the
Participant. Comerica Incorporated shall pay to the Participant or to the
Participant's Beneficiary an amount equal to 1/X of the fair market value of the
Account in the Participant's name, such value to be determined by the Committee
as of the earliest convenient date, as determined by the Committee, which occurs
prior to the date the payment is to be made. On approximately the same date of
the following year, Comerica Incorporated shall pay to the Participant or to the
Participant's Beneficiary an amount equal to 1/X-1 of the fair market value of
such Account, such value to be determined by the Committee as of the earliest
convenient date, as determined by the Committee, which occurs prior to the date
the payment is to be made. On approximately the same date of the following year,
Comerica

V-1

Incorporated shall pay to the Participant or to the Participant's Beneficiary an
amount equal to 1/X-2 of the fair market value of such Account, such value to be
determined by the Committee as of the earliest convenient date, as determined by
the Committee, which occurs prior to the date the payment is to be made, and
similar payments shall be made on approximately the same date of each succeeding
year until a total of X annual payments have been made with the last such
payment being in an amount equal to the fair market value of the Account in the
name of the Participant determined as of the date such amount is paid.
(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, Comerica
Incorporated shall distribute or direct the Trustee to distribute an amount
equal to the fair market value of the Account in the name of the Participant as
of the earliest convenient date, as determined by the Committee, which occurs
subsequent to the date the Participant's employment terminates. Such amount
shall be distributed to the Participant or to the Participant's Beneficiary in a
single sum as soon as is administratively feasible following the Participant's
termination date.
If the Participant's employment terminates prior to the last day of the
Deferral Period because the Participant has become Disabled, then
notwithstanding the distribution date selected by the Participant in the
Participant's Irrevocable Election Form, an amount equal to the fair market
value of the Account in the name of the Participant as of the earliest
convenient date, as determined by the Committee, which occurs subsequent to the
date the Participant's employment terminates, shall be distributed, or commence
to be

V-2

distributed, as soon as administratively feasible following his or her
termination date, such distribution to be made in the 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 total of X annual payments are made
hereunder, then an amount equal to the fair market value of the Account in the
name of the Participant as of the earliest convenient date, as determined by the
Committee, which occurs subsequent to the date of the Participant's death shall
be distributed in a single sum to the Participant's Beneficiary, such
distribution to be made as soon as is administratively feasible following the
date of the Participant's death.
(4) Hardship Distributions. In the event of an Unforeseeable Emergency
involving a Participant which occurs prior to distribution of the entire balance
of the Account in the name of the Participant, the Committee may, in its sole
discretion, distribute to the Participant in a single sum an amount equal to
such portion of the Account in the Participant's name as shall be necessary in
the judgment of the Committee to alleviate the financial hardship occasioned by
the Unforeseeable Emergency. Any Participant desiring a distribution under the
Plan on account of an Unforeseeable Emergency shall submit to the Committee a
written request for such distribution which sets forth in reasonable detail the
Unforeseeable Emergency which would cause the Participant severe financial
hardship, and the amount which the Participant believes to be necessary to
alleviate the financial hardship. In determining whether to grant any requested
hardship distribution, the Committee shall adhere to the requirements of the
Income Tax Regulations referred to in Article III(D)(3) hereof.

V-3

(5) Cash Out Distributions. If, at the time an installment distribution
of an Account in the name of any Participant is scheduled to commence, the fair
market value of such Account does not exceed $5,000 then, notwithstanding an
election by the Participant that such Account be distributed in installments,
the balance of such Account shall be distributed to the Participant in a single
sum on or about the date the first installment is scheduled to be made.
B. Designation of Beneficiary. A Participant shall deliver to the
Committee a written designation of Beneficiary(ies) under the Plan, which
designation may from time to time be amended or revoked 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 Committee 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.

V-4

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. No such amendment shall affect the time of
payment of any Compensation 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, Comerica Incorporated 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.

VI-1

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.

VII-1

ARTICLE VIII.
MISCELLANEOUS PROVISIONS.
A. Nonforfeitability of Participant Accounts. 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.
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 Comerica
Incorporated and each Participant resulting from the execution of an Irrevocable
Election Form shall be binding upon and inure to the benefit of Comerica
Incorporated, 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
Compensation Deferrals from Comerica Incorporated nor utilize his or her Account
as security for any loan from the Employer.

VIII-1

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).
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. 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. It is the intention of Comerica
Incorporated 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

VIII-2

Administrator(s) to be final and conclusive upon any affected party. The
Committee shall 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. Effective Date. The effective date of this amendment and restatement
shall be January 1, 1999, except as otherwise expressly stated herein.

VIII-3