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EXHIBIT 10.19

1999 COMERICA INCORPORATED

DEFERRED 3 YEAR ROE AWARD PLAN

1999 COMERICA INCORPORATED
DEFERRED 3 YEAR ROE AWARD 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 Fund.................................................................II-1
(7) Comerica Stock................................................................. II-1
(8) Committee...........................................................................II-1
(9) [Intentionally left blank]..........................................................II-1
(10) Deferral Period.....................................................................II-2
(11) Disabled and Disability.............................................................II-2
(12) [Intentionally left blank]..........................................................II-2
(13) Employer ...........................................................................II-2
(14) ERISA...............................................................................II-2
(15) Exchange Act........................................................................II-2
(16) Participant.........................................................................II-2
(17) Plan................................................................................II-2
(18) Plan Administrator(s)...............................................................II-2
(19) Retirement..........................................................................II-2
(20) 3 Year ROE Award ...................................................................II-3
(21) 3 Year ROE Award Deferral...........................................................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 3 Year ROE Award ...........................................................III-2
(1) Deferral Election to be Made Before
Compensation is Earned.............................................................III-2
(2) Irrevocability of Deferral Election................................................III-2
(3) Cancellation of Deferral Election..................................................III-3
E. Deferrals By Committee......................................................................III-4

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ARTICLE IV. DEFERRED 3 YEAR ROE AWARD COMPENSATION ACCOUNTS
AND INVESTMENT OF DEFERRED 3 YEAR ROE AWARD
COMPENSATION
A. Deferred 3 Year ROE Award Accounts...........................................................IV-1
B. Earnings on 3 Year ROE Award Deferrals.......................................................IV-1
C. Contribution of 3 Year ROE Award Deferrals to Trust..........................................IV-1
D. Insulation from Liability....................................................................IV-2
E. Ownership of 3 Year ROE Award Deferrals......................................................IV-2
F. [Intentionally left blank]...................................................................IV-3
G. Adjustment of Accounts Upon Changes in Capitalization........................................IV-3

ARTICLE V. DISTRIBUTION OF 3 YEAR ROE AWARD 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-2
(4) Hardship Distributions ..............................................................V-2
(5) Stock Distributions .................................................................V-3
B. Designation of Beneficiary...................................................................V-3
(1) Beneficiary Designation Must be Filed Prior to Participant's
Death................................................................................V-3
(2) Absence of Beneficiary...............................................................V-3

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 Participants to defer receipt of all or a portion of
their 3 Year ROE Award 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 Fund" means the investment established under the
Plan pursuant to which a Participant may request investment of sums deferred
under the Plan in units whose value is tied to the market value of shares of
Comerica Stock.
(7) "Comerica Stock" means shares of common stock of Comerica
Incorporated, $5.00 par value.
(8) "Committee" means the Compensation Committee of the Board, or such
other committee appointed by the Board to administer the Plan.
(9) [Intentionally left blank]

II-1

(10) "Deferral Period" means the period during which a Participant
elects to defer receipt of the 3 Year ROE Award under the Plan, which period
shall end coincident with the Participant's Retirement.
(11) "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.
(12) [Intentionally left blank]
(13) "Employer" means Comerica Incorporated, a Delaware corporation,
and its subsidiary corporations, and any successor entity which may succeed the
Employer and its subsidiary corporations.
(14) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
(15) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(16) "Participant" means an 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.
(17) "Plan" means the unfunded, nonqualified elective Deferred 3 Year
ROE Award plan, the provisions of which are set forth herein, as they may be
amended from time to time.
(18) "Plan Administrator(s)" means the individual(s) appointed by the
Committee to handle the day-to-day administration of the Plan.
(19) "Retirement" means retirement under the Comerica Incorporated
Retirement Plan.

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(20) "3 Year ROE Award" means the incentive award granted to
Participants pursuant to the Management Incentive Plan that is related to
Comerica Incorporated's 3 year return on equity performance.
(21) "3 Year ROE Award Deferral(s)" means the amount of an incentive
award a Participant has elected to defer, pursuant to an Irrevocable Election
Form and, where the context requires, shall also include earnings on such
amounts.
(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 individual 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 3 Year ROE Award the Participant wishes to
defer. A Participant must file a separate Irrevocable Election Form with respect
to each year's 3 Year ROE Award he or she wishes to defer.
B. Contents of Irrevocable Election Form. Each Irrevocable Election
Form shall: (i) designate the amount of the 3 Year ROE Award to be deferred in
whole percentages or in whole dollars; (ii) request that the Employer defer
payment of the 3 Year ROE Award to the Participant until the year the
Participant retires; (iii) state how the Participant wishes to receive payment
of the 3 Year ROE Award 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.

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D. Special Rules Applicable to Irrevocable Election Forms and Deferral
of The 3 Year ROE Award.
(1) Deferral Election to be Made Before The 3 Year ROE Award is Earned.
In no event shall any of the 3 Year ROE Award 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 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 the 3 Year ROE Award
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 the 3 Year ROE Award 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 the 3 Year
ROE Award and may impose rules prohibiting the deferral of less than 100% of any
award under any other incentive 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 the 3 Year ROE Award and the
Participant's selection of the time and manner of payment of the 3 Year ROE
Award Deferrals shall be irrevocable.

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(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 the 3 Year ROE Award, 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 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 3 Year ROE Award 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 3 Year ROE Award 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

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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 of the 3 Year ROE Award payable to a Participant pursuant to a notice to the
Participant. Any of the 3 Year ROE Award payable to a Participant which is
deferred by the Committee shall be distributed to the Participant in shares of
Comerica Stock by either a lump sum distribution of Comerica Stock or
installments of Comerica Stock, upon his or her termination of employment. Any 3
Year ROE Award deferred under the Plan by the Committee shall be invested in the
Comerica Stock Fund. Also, upon the death of the Participant on behalf of whom
the 3 Year ROE Award is deferred prior to distribution of all of the 3 Year ROE
Award deferred by the Committee and the earnings thereon, unless the Participant
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 any other 3 year ROE Award deferred
by the Participant under the Plan. If the Participant has not designated a
Beneficiary(ies) with respect to sums deferred by the Committee and has not
deferred any other 3 Year ROE Award under the Plan (or submitted a beneficiary
designation form with respect to any such deferrals), the 3 Year ROE Award
deferred by the Committee and any earnings thereon shall be payable in the form
of Comerica Stock to the Participant's estate upon his or her death.

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ARTICLE IV.

DEFERRED 3 YEAR ROE AWARD ACCOUNTS

AND INVESTMENT OF DEFERRED 3 YEAR ROE AWARD.

A. Deferred 3 Year ROE Award 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 the 3 Year ROE Award subject to a
Participant's deferral election would otherwise be paid to the Participant, the
Plan Administrator shall credit the 3 Year ROE Award 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 3
Year ROE Award Deferrals credited to the Account as though the 3 Year ROE Award
Deferrals had been invested in Comerica Stock, 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 3 Year ROE Award 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 invest the
balance of his Account, any earnings and dividends thereon in Comerica Stock.
Comerica Incorporated shall be under no obligation to acquire any
Comerica Stock to fund this Plan, and any investment actually made by the
Corporation with 3 Year ROE Award Deferrals will be acquired solely in the name
of Comerica Incorporated, and will remain the sole property of Comerica
Incorporated.

IV-1

13
C. Contribution of 3 Year ROE Award Deferrals to Trust. In the sole
discretion of Comerica Incorporated, all or any portion of the 3 Year ROE Award
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 3 Year ROE Award Deferrals to the
Trust. Any 3 Year ROE Award 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 3 Year ROE Award 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 3 Year ROE Award 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

IV-2

not be deemed to be parties to any trust agreement Comerica Incorporated enters
into with the Trustee.
F. [Intentionally left blank]
G. Adjustment of Accounts Upon Changes In Capitalization. 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, 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.

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ARTICLE V.

DISTRIBUTION OF 3 YEAR ROE AWARD DEFERRALS.

A. In General. The benefits payable hereunder as Deferred 3 Year ROE
Award 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 Comerica Stock, 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.
(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 Comerica Stock
to 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 shares shall be distributed to the Participant or to the
Participant's Beneficiary in a single distribution 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

V-1

selected by the Participant in the Participant's Irrevocable Election Form,
certificates evidencing the Comerica Stock Fund investment, shall be
distributed, or commence to be 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 distribution of all the Comerica Stock
is made, then the remaining Comerica Stock certificates shall be distributed 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, make a single distribution of Comerica Stock, to the Participant in
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 number of Comerica Stock
certificates, 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.

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(5) Stock Certificate 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 Comerica Stock in such Account shall be
distributed to the Participant in a single distribution 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.

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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
distribution of any of the 3 Year ROE Award 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 3
Year ROE Award Deferrals from Comerica Incorporated nor utilize his or her
Account as security for any loan from the Employer.
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

VIII-1

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
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

VIII-2

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