COMERICA INC /NEW/
AMENDED AND RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k97135exv10w1.txt
<DESCRIPTION>AMENDED AND RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
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                                                                    EXHIBIT 10.1

-     Original Plan approved by the Corporate Governance and Nominating
      Committee on March 23, 2004, by the Board of Directors on March 23, 2004
      and by the Stockholders on May 18, 2004

-     This Amended and Restated Plan approved by the Corporate Governance and
      Nominating Committee on July 26, 2005 and by the Board of Directors on
      July 26, 2005

                              COMERICA INCORPORATED

                       AMENDED AND RESTATED INCENTIVE PLAN

                                       FOR

                             NON-EMPLOYEE DIRECTORS

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                              COMERICA INCORPORATED
         AMENDED AND RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

                                TABLE OF CONTENTS

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SECTION I - PURPOSE.........................   1

SECTION II - DEFINITIONS....................   1

SECTION III - ADMINISTRATION................   3

SECTION IV - COMMON STOCK SUBJECT TO PLAN...   4

SECTION V - AWARDS..........................   5

SECTION VI - TERMINATION AND AMENDMENT......   9

SECTION VII - UNFUNDED STATUS OF PLAN.......  10

SECTION VIII - GENERAL PROVISIONS...........  10

SECTION IX - EFFECTIVE DATE OF PLAN.........  12
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                              COMERICA INCORPORATED
                       AMENDED AND RESTATED INCENTIVE PLAN
                           FOR NON-EMPLOYEE DIRECTORS

SECTION I - PURPOSE

      The purpose of this Comerica Incorporated Amended and Restated Incentive
Plan for Non-Employee Directors is to promote the continued prosperity of
Comerica Incorporated by aligning the financial interests of the recipients of
awards hereunder with those of the stockholders of Comerica Incorporated, to
provide an additional incentive for such individuals to remain as directors, and
to provide a means through which Comerica Incorporated may attract
well-qualified individuals to serve as directors.

      This Plan is amended and restated to comply with the new Internal Revenue
Code ("Code") Section 409A and any interpretive authorities promulgated
thereunder. Such compliance extends to any Awards granted on or after January 1,
2005.

SECTION II - DEFINITIONS

      For purposes of this Comerica Incorporated Amended and Restated Incentive
Plan for Non-Employee Directors, the following terms are defined as set forth
below:

      A. "AFFILIATE" means (i) any entity that is controlled by the Corporation,
whether directly or indirectly, or (ii) any entity in which the Corporation has
a significant equity interest, as determined by the Committee.

      B. "AWARD" means an Option Award, a Stock Appreciation Right Award, a
Restricted Stock Award, a Restricted Stock Unit Award or any Other Equity-Based
Award.

      C. "AWARD AGREEMENT" means a written document setting forth the terms and
conditions of an Award.

      D. "BENEFICIARY DESIGNATION FORM" means the form used to designate the
Participant's beneficiary(ies) to whom any amounts payable in the event of the
Participant's death are to be paid and by whom any rights of the Participant,
after the Participant's death, may be exercised, as such form may be modified by
the Committee from time to time.

      E. "BOARD" means the Board of Directors of the Corporation.

      F. "CHANGE OF CONTROL" means a change in the ownership or effective
control of the corporation, or in the ownership of a substantial portion of the
assets of the corporation, as defined in Code Section 409A and any interpretive
authorities promulgated thereunder.

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      G. "CODE" means the Internal Revenue Code of 1986, as amended, including
Regulations promulgated thereunder.

      H. "COMMITTEE" means the Corporate Governance and Nominating Committee or
such other committee of the Board as the Board may from time to time designate.

      I. "COMMON STOCK" means common stock, par value $5.00 per share, of the
Corporation.

      J. "CORPORATION" means Comerica Incorporated, a Delaware corporation.

      K. "DISABILITY" means any medically determinable physical or mental
impairment of any person(s) who is unable to engage in any substantial gainful
activity which can be expected to result in death or can be expected to last for
a continuous period of not less than 12 months.

      L. "ELIGIBLE DIRECTOR" means any individual serving as a member of the
Board who is not an employee of the Corporation or any of its Subsidiaries or
Affiliates.

      M. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

      N. "FAIR MARKET VALUE" means, as of any given date, the closing price of
Common Stock on the New York Stock Exchange, Inc. on that date, or if the Common
Stock was not traded on the New York Stock Exchange, Inc. on such date, then on
the last preceding date on which the Common Stock was traded. If Fair Market
Value for any date in question cannot be determined as provided above, then Fair
Market Value shall be determined by the Committee, provided that the Committee
uses a reasonable valuation method.

      O. "OPTION" means a right to purchase a specified number of shares of
Common Stock during a specified period pursuant to such terms as are determined
by the Committee and as may be set forth in the applicable Award Agreement.

      P. "OPTION AWARD" means an Award granted under Section V(A)(1).

      Q. "OTHER EQUITY-BASED AWARD" means an Award granted under Section
V(A)(5).

      R. "PARTICIPANT" means any individual who has received an Award.

      S. "PLAN" means the Comerica Incorporated Amended and Restated Incentive
Plan for Non-Employee Directors, as set forth herein and as hereinafter amended
and/or restated from time to time.

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      T. "RESTRICTED STOCK" means shares of Common Stock that are subject to
certain conditions and restrictions, as determined by the Committee and as may
be set forth in the applicable Award Agreement.

      U. "RESTRICTED STOCK AWARD" means an Award granted under Section V(A)(3).

      V. "RESTRICTED STOCK UNIT" OR "UNIT" means a unit equivalent to a share of
Common Stock that is subject to certain conditions and restrictions, as
determined by the Committee and as may be set forth in the applicable Award
Agreement.

      W. "RESTRICTED STOCK UNIT AWARD" means an Award granted under Section
V(A)(4).

      X. "RETIREMENT" means the date of the next annual shareholder's meeting of
the Corporation immediately following the Director's 70th birthday.

      Y. "SECTION" means, unless otherwise specified, a Section of the Plan.

      Z. "STOCK APPRECIATION RIGHT" means a right to receive payment in shares
of Common Stock equal to the excess of the Fair Market Value of a specified
number of shares of Common Stock on the date the Stock Appreciation Right is
exercised (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over the grant price of
the Stock Appreciation Right as specified by the Committee, which price shall
not be less than the Fair Market Value of the same number of shares of Common
Stock on the date(s) of grant of the Stock Appreciation Right.

      AA. "STOCK APPRECIATION RIGHT AWARD" means an Award granted under Section
V(A)(2).

      BB. "SUBSIDIARY" means any corporation, partnership or other entity, a
majority of whose stock or interest is owned, directly or indirectly, by the
Corporation.

SECTION III - ADMINISTRATION

      A. The Plan shall be administered by the Committee; provided, that the
Board shall have the authority to exercise any and all duties and
responsibilities assigned to the Committee under the Plan. Among other things,
the Committee shall have the authority, subject to the terms of the Plan, to
determine the type or types of Award(s), if any, to be granted to an Eligible
Director, to grant Awards to Eligible Directors, to determine the number of
shares of Common Stock or Units to be covered by each such Award and otherwise
to determine the terms and conditions thereof, and to amend such terms and
conditions at any time and from time to time. Awards may be granted singly or in
any combination; however, no combination of Awards may be given if such
combination would constitute a tandem arrangement as defined in Code Section

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409A and any interpretive authorities promulgated thereunder. Awards granted
under the Plan shall be evidenced by Award Agreements that set forth the terms
and conditions for the respective Award, which may include, among other things,
the provisions applicable in the event the Participant's membership on the Board
terminates. The Committee may, but need not, require the execution by a
Participant of any such Award Agreement. Acceptance of the Award by the
respective Participant shall constitute acceptance of the terms and conditions
of the Award, including, without limitation, those set forth in the Award
Agreement and the Plan.

      B. The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any Award Agreement relating
thereto) and to otherwise supervise the administration of the Plan. This
includes the power and authority to comply with the withholding and reporting
requirements of Code Section 409A and any interpretive authorities promulgated
thereunder.

      C. Determinations of the Committee shall be made by a majority vote of its
members at a meeting at which a quorum is present or pursuant to a unanimous
written consent of its members.

      D. The Committee may delegate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of
its responsibilities and powers to any person or persons selected by it;
provided, that no such delegation may be made that would cause Awards or other
transactions under the Plan to cease to be exempt from Section 16(b) of the
Exchange Act or that is prohibited by applicable law or the applicable rules of
the New York Stock Exchange, Inc. (or the applicable rules of such other
securities exchange as may at the time of the delegation be the principal market
for the Common Stock). Any such delegation may be revoked by the Committee at
any time.

      E. Any determination made by the Committee or pursuant to delegated
authority under the provisions of the Plan with respect to any Award shall be
made in the sole and absolute discretion of the Committee or its delegate at the
time of the grant of the Award or, unless in contravention of an express term of
the Plan, at any time thereafter. All decisions made by the Committee or any
appropriate delegate pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Corporation, Participants, beneficiaries
and other interested parties.

SECTION IV - COMMON STOCK SUBJECT TO THE PLAN

      A. The maximum number of shares of Common Stock that may be delivered
under the Plan shall be 500,000. Shares issued pursuant to the Plan may be
authorized and unissued shares, treasury shares, shares purchased in the open
market or in private transactions, or any combination of the foregoing.

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      B. If an Award is forfeited or cancelled, an Option or Stock Appreciation
Right terminates, expires or lapses without being exercised or an Award is
settled in cash rather than shares of Common Stock, the shares of Common Stock
that had been subject thereto shall again be available for distribution in
connection with Awards under the Plan. Notwithstanding anything in this Section
IV(B) to the contrary, Options, Restricted Stock and Stock Appreciation Right
Awards must be settled in Common Stock.

      C. In the event the number of outstanding shares of Common 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 holders of Common Stock other than cash dividends, the
number or kind of shares that may be issued under the Plan, and the number or
kind of shares subject to, or the exercise price per share under, any
outstanding Award, shall be automatically adjusted, and the Committee shall be
authorized to make such other equitable adjustments of any Award or shares of
Common Stock issuable pursuant thereto so that the value of the interest of the
individual shall not be decreased by reason of the occurrence of such event. Any
such adjustment shall be deemed conclusive and binding on the Corporation, each
Participant, their beneficiaries and all other interested parties.

SECTION V - AWARDS

      A.    TYPES OF AWARDS

            1. OPTION AWARDS. The Committee may grant Option Awards to Eligible
Directors in accordance with the provisions of this subsection, subject to such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine to be appropriate. Options granted under
the Plan shall be non-qualified stock options.

                  a. EXERCISE PRICE. The exercise price per share of Common
      Stock of an Option shall not be less than the Fair Market Value of a share
      of Common Stock on the date of grant.

                  b. OPTION TERM. The term of an Option shall not exceed ten
      years from the date of grant.

                  c. METHODS OF EXERCISE. Subject to the provisions of the
      applicable Award Agreement, an Option may be exercised, in whole or in
      part, by giving written notice of exercise to the Corporation specifying
      the number of shares of Common Stock subject to the Option to be
      purchased, subject to such procedures as established by the Committee from
      time to time. Prior to

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      settlement of any such exercise, the exercise price shall be satisfied in
      full in accordance with Section V(C).

                  d. RIGHTS UPON EXERCISE. A Participant shall have all of the
      rights of a stockholder with respect to the shares purchased upon exercise
      of an Option when the Participant has given written notice of exercise,
      has paid in full for such shares and, if requested, has given the
      representation described in Section VIII(A).

            2. STOCK APPRECIATION RIGHT AWARDS. The Committee may grant Stock
Appreciation Right Awards to Eligible Directors, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine to be appropriate, including, without limitation, the term,
manner of exercise, dates of exercise, and the grant price; provided, however,
that such grant price may never be less than the Fair Market Value of Common
Stock on the date the right is granted. Notwithstanding any contrary provision
in the Plan, upon exercise, the settlement of a Stock Appreciation Right may
only occur by payment of Common Stock; Stock Appreciation Rights cannot be
settled with cash or any other form of payment.

            3. RESTRICTED STOCK AWARDS. The Committee may grant Restricted Stock
Awards to Eligible Directors in accordance with the provisions of this
subsection, subject to such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine to be
appropriate.

                  a. AWARDS AND CERTIFICATES. Shares of Restricted Stock shall
      be evidenced in such manner as the Committee may deem appropriate,
      including book-entry registration or the issuance of one or more stock
      certificates. Any certificate issued in respect of shares of Restricted
      Stock shall be registered in the name of such Participant and shall bear
      an appropriate legend referring to the terms, conditions, and restrictions
      applicable to such Award, substantially in the following form:

            THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
            REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
            (INCLUDING FORFEITURE) OF THE COMERICA INCORPORATED AMENDED AND
            RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AWARD
            AGREEMENT. COPIES OF SUCH PLAN AND THE APPLICABLE AWARD AGREEMENT
            ARE ON FILE AT THE OFFICES OF COMERICA INCORPORATED AT 500 WOODWARD
            AVENUE, MC 3391, DETROIT, MICHIGAN 48226.

      The Committee may require that the certificates evidencing such shares be
      held in custody by the Corporation until the restrictions thereon shall
      have lapsed and that, as a condition of any Restricted Stock Award, the
      Participant shall have

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      delivered a stock power, endorsed in blank, relating to the Common Stock
      covered by such Award.

                  b. RIGHTS OF HOLDER OF RESTRICTED STOCK. Except as provided in
      this Section V(A)(3) and the applicable Award Agreement, a Participant to
      whom Restricted Stock is granted shall have all of the rights of a
      stockholder of the Corporation with respect to the Common Stock subject to
      the Restricted Stock Award, including, if applicable, the right to vote
      the shares and the right to receive any dividends and other distributions.

            4. RESTRICTED STOCK UNIT AWARDS. The Committee may grant Restricted
Stock Unit Awards to Eligible Directors, subject to such terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine to be appropriate including, without limitation, the time or times at
which Restricted Stock Units will be granted, the number of shares to be
represented by each such grant, the conditions for vesting thereof, the time or
times within which Restricted Stock Units may be subject to forfeiture, the time
or times at which Restricted Stock Units will be settled and the form of such
settlement (i.e., cash or shares of Common Stock).

                  a. RESTRICTED STOCK UNITS. A Restricted Stock Unit shall
      represent an unfunded, unsecured right to receive one share of the
      Corporation's Common Stock.

                  b. RIGHTS OF HOLDER OF RESTRICTED STOCK UNITS. A Participant
      to whom Restricted Stock Units are granted shall not have any rights of a
      stockholder of the Corporation with respect to the Common Stock
      represented by the Restricted Stock Unit Award. If so determined by the
      Committee, in its sole and absolute discretion, Restricted Stock Units may
      include a dividend equivalent right, pursuant to which the Participant
      will either receive cash amounts (either paid currently or on a contingent
      basis) equivalent to the dividends and other distributions payable with
      respect to the number of shares of Common Stock represented by the
      Restricted Stock Units, or additional Restricted Stock Units representing
      such dividends and other distributions.

            5. OTHER EQUITY-BASED AWARDS. The Committee may grant Other
Equity-Based Awards to Eligible Directors in accordance with the provisions of
this Section V(A) and subject to such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall determine.
Other Equity-Based Awards may be denominated or payable in, valued in whole or
in part by reference to, or otherwise based on or related to, Common Stock
(including, without limitation, securities convertible into Common Stock), as
are deemed by the Committee to be consistent with the purpose of the Plan;
provided, however, that such grants and settlements of such Awards must comply
with applicable law, including Code Section 409A and any interpretive authority
promulgated thereunder. Other Equity-Based Awards may be granted either alone or
in conjunction with other Awards granted under the Plan; however, no Other
Equity Based Award may be granted in conjunction with an

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another Award if such combination would constitute a tandem arrangement as
defined in Code Section 409A and any interpretive authorities promulgated
thereunder

      B. DEFERRING AWARDS. Under no circumstances may a Participant elect to
defer, until a time or times later than the exercise of an Option or a Stock
Appreciation Right or the settlement or distribution of shares in respect of
other Awards, receipt of all or a portion of the shares of Common Stock subject
to such Award, or dividends payable thereon, and/or to receive cash at such
later time or times in lieu of such deferred shares.

      C. FORMS OF PAYMENT BY PARTICIPANTS. Subject to the terms of the Plan and
of any applicable Award Agreement, payments to be made by a Participant upon the
exercise or vesting of an Award may be made in such form or forms as the
Committee shall determine, provided that Stock Appreciation Right Awards must
always be paid out in Common Stock.

      D. LIMITS ON TRANSFER OF AWARDS. Unless otherwise determined by the
Committee, no Award and no right under any such Award shall be transferable by a
Participant otherwise than by will or by the laws of intestacy; provided,
however, that a Participant may, in accordance with Section VIII(E) and in the
manner established by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any property payable or distributable
with respect to any Award upon the death of the Participant. Each Award or right
under any Award shall be exercisable during the Participant's lifetime only by
the Participant or, if permissible under applicable law, by the Participant's
guardian or legal representative. Unless otherwise determined by the Committee,
no Award or right under any such Award may be pledged, alienated, attached or
otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Corporation or
any Subsidiary or Affiliate.

      E. TERM OF AWARDS. Subject to any specific provisions of the Plan, the
term of each Award shall be for such period as may be determined by the
Committee.

      F. SECURITIES LAW RESTRICTIONS. All certificates for shares of Common
Stock or other securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such restrictions as the Committee may deem
advisable under the Plan, or the rules, regulations and other requirements of
the Securities and Exchange Commission, the New York Stock Exchange, Inc., any
other exchange on which shares of Common Stock may be eligible to be traded or
any applicable federal or state securities laws, and the Committee may cause a
legend or legends to be placed on any such certificates to make appropriate
reference to such restrictions.

      G. TERMINATION OF BOARD SERVICE AS A RESULT OF DEATH, DISABILITY OR
RETIREMENT, OR IN THE EVENT OF A CHANGE OF CONTROL. Unless otherwise determined
by the Committee, if a Participant's membership on the

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Board is terminated by the Participant's death, Disability or Retirement, or, in
the event of a Change of Control, then on the date the Participant's membership
is so terminated, or as of the date of such Change of Control:

            1.    Any Options and Stock Appreciation Rights granted to such
                  Participant that are outstanding as of the date the
                  Participant's membership is so terminated, or as of the date
                  of such Change of Control, and which are not then exercisable
                  and vested, shall become fully vested and shall be exercisable
                  for the remainder of the original Option or Stock Appreciation
                  Right term.

            2.    The restrictions and deferral limitations applicable to any
                  Restricted Stock granted to such Participant shall lapse, and
                  such Restricted Stock shall become free of all restrictions
                  and become fully vested and transferable to the full extent of
                  the original grant.

            3.    All Restricted Stock Units granted to such Participant shall
                  be considered to be fully vested, any deferral or other
                  restriction shall lapse and such Restricted Stock Units shall
                  be settled in cash as promptly as is practicable.

            4.    All Other Equity-Based Awards granted to such Participant
                  shall vest and be exercisable, or shall vest and be settled in
                  cash as promptly as is practicable, but only to the extent
                  that settlement occurs in accordance with Code Section 409A
                  and any interpretive authority promulgated thereunder.

      H. OTHER TERMINATION OF BOARD SERVICE. Unless otherwise determined by the
Committee, and in accordance with Code Section 409A and any interpretive
authority promulgated thereunder, if a Participant's membership on the Board is
terminated for any reason other than death, Disability or Retirement, as
provided in Section V(G), any outstanding Awards held by the Participant that
are unvested on such date of termination shall be immediately forfeited and
cancelled, and any outstanding Option or Stock Appreciation Right held by the
Participant that is vested but unexercised as of the date of termination shall
be exercisable for a period of ninety days after such termination or until the
expiration date of the Option or Stock Appreciation Right, as the case may be,
whichever date occurs earlier.

VI - TERMINATION AND AMENDMENT

      A. The Plan will terminate on the tenth anniversary of the effective date
of the Plan. Under the Plan, Awards outstanding as of such date shall not be
affected or impaired by the termination of the Plan.

      B. The Committee or the Board may amend, alter, or discontinue the Plan,
but no amendment, alteration or discontinuation shall be made which would
adversely

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impact the rights of a Participant under any Award theretofore granted without
the Participant's consent, except such an amendment made to comply with
applicable law, including Code Section 409A and any interpretive authorities
promulgated thereunder, stock exchange rules or accounting rules. In addition,
no such amendment shall be made without the approval of the Corporation's
stockholders to the extent such approval is required by applicable law or the
applicable rules of the New York Stock Exchange, Inc. (or the applicable rules
of such other securities exchange as may at the time be the principal market for
the Common Stock).

      C. The Committee may amend the terms of any Option or other Award
theretofore granted, prospectively or retroactively; provided, however, that no
such amendment shall adversely impact the rights of any Participant without the
Participant's consent except such an amendment made to cause the Plan or Award
to comply with applicable law, including Code Section 409A and any interpretive
authorities promulgated thereunder, stock exchange rules or accounting rules;
and provided, further, that in no event may an Option or other Award be repriced
without the approval of the stockholders of the Corporation except due to an
adjustment pursuant to Section IV(C).

      D. Subject to the above provisions and unless prohibited by applicable
law, including Code Section 409A and any interpretive authorities promulgated
thereunder, or the applicable rules of the New York Stock Exchange, Inc. (or the
applicable rules of such other securities exchange as may at the time be the
principal market for the Common Stock), the Committee or the Board shall have
authority to amend the Plan to take into account changes in law and tax and
accounting rules, as well as other developments, and to grant Awards which
qualify for beneficial treatment under such rules without stockholder approval.

SECTION VII - UNFUNDED STATUS OF PLAN

It is presently intended that the Plan will constitute an "unfunded" plan. The
Committee may authorize the creation of rabbi trusts or other arrangements to
meet the obligations created under the Plan to deliver Common Stock or make
payments; provided, however, that unless the Committee otherwise determines, the
existence of such rabbi trusts or other arrangements is consistent with the
"unfunded" status of the Plan.

SECTION VIII - GENERAL PROVISIONS

      A. The Committee may require each person purchasing or receiving shares
pursuant to an Award to represent to and agree with the Corporation in writing
that such person is acquiring the shares without a view to the distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.

      B. Notwithstanding any other provision of the Plan or any Award Agreements
made pursuant thereto, the Corporation shall not be required to evidence
book-entry

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registration of shares of Common Stock under the Plan or issue or
deliver any certificate or certificates for shares of Common Stock under the
Plan prior to fulfillment of all of the following conditions:

            1.    Listing or approval for listing upon notice of issuance, of
                  such shares on the New York Stock Exchange, Inc., or such
                  other securities exchange as may at the time be the principal
                  market for the Common Stock;

            2.    Any registration or other qualification of such shares of the
                  Corporation under any state or federal law or regulation, or
                  the maintaining in effect of any such registration or other
                  qualification which the Committee shall, in its sole and
                  absolute discretion upon the advice of counsel, deem necessary
                  or advisable; and

            3.    Obtaining any other consent, approval, or permit from any
                  state or federal governmental agency which the Committee
                  shall, in its sole and absolute discretion after receiving the
                  advice of counsel, determine to be necessary or advisable.

      C. Nothing contained in the Plan shall prevent the Corporation or any
Subsidiary or Affiliate from adopting other or additional compensation
arrangements for its directors.

      D. Adoption of the Plan shall not confer upon any Eligible Director any
right to continued service on the Board.

      E. Upon becoming a Participant of the Plan, each Eligible Director shall
submit to Comerica Incorporated, Human Resources - Compensation, 411 West
Lafayette, MC 3122, Detroit, MI 48226 (or to such other unit or person as
designated by the Committee from time to time) a Beneficiary Designation Form
designating one or more beneficiaries to whom any Awards payable or
distributable in the event of the Participant's death are to be paid or
distributed, or by whom any rights of the Participant, after the Participant's
death, may be exercised. A Beneficiary Designation Form will be effective only
if it is signed by the Participant and submitted before the Participant's death.
Any subsequent Beneficiary Designation Form properly submitted will supersede
any previous Beneficiary Designation Form so submitted. If a Participant
designates a spouse as a beneficiary, such designation shall automatically
terminate and be of no effect following the divorce of the Participant and such
individual, unless ratified in writing post-divorce.

      If the primary beneficiary shall predecease the Participant or the primary
beneficiary and the Participant die in a common disaster under such
circumstances that

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it is impossible to determine who survived the other, the Participant's Awards
remaining at the time of the Participant's death shall be paid or distributed to
the alternate beneficiary(ies) who survive(s) the Participant in accordance with
this Plan and the applicable Award Agreement. If there are no alternate
beneficiaries living or in existence at the date of the Participant's death, or
if the Participant has not submitted a valid Beneficiary Designation Form to the
Corporation, the remaining Awards shall be distributed or paid in accordance
with the terms of the Plan and the Award Agreement to the legal representative
for the benefit of the Participant's estate.

      F. The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware,
unless preempted by federal law, and also in accordance with Code Section 409A
and any interpretive authorities promulgated thereunder.

SECTION IX -- EFFECTIVE DATE OF PLAN

This Plan is effective as of May 18, 2004.

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