Benefit Equalization Plan/employees Of Comerica

Exhibit 10.4


BENEFIT EQUALIZATION PLAN FOR


EMPLOYEES OF COMERICA INCORPORATED


PREAMBLE


Comerica Incorporated maintains the Comerica Incorporated Retirement Plan and Manufacturers National Corporation formerly maintained the Manufacturers National Corporation Pension Plan. In June of 1992, Manufacturers National Corporation merged into Comerica Incorporated. Effective as of December 31, 1993, the Manufacturers National Corporation Pension Plan was merged into the Comerica Incorporated Retirement Plan.


Effective as of October 28, 1980, Comerica Incorporated established the "Comerica Incorporated Nonqualified Retirement Income Guarantee Plan", the purpose of which is to restore benefits not available to participants of the Comerica Incorporated Retirement Plan due to tax law limitations. Manufacturers National Corporation established the "Benefit Equalization Plan For Employees of Manufacturers National Corporation" effective as of January 1, 1983 in order to restore benefits not available to participants of the Manufacturers National Corporation Pension Plan due to tax law limitations.


Due to the merger of the Manufacturers National Corporation Pension Plan into the Comerica Incorporated Retirement Plan the raison d'etre for the Benefit Equalization Plan For Employees of Manufacturers National Corporation disappeared. As a consequence, the Board of Directors of Comerica Incorporated approved the merger


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of the Comerica Incorporated Nonqualified Retirement Income Guarantee Plan into the Benefit Equalization Plan For Employees of Manufacturers National Corporation, the renaming of the latter plan as the Benefit Equalization Plan For Employees of Comerica Incorporated and the amendment and restatement of such plan as renamed to provide as set forth herein.


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Section 1. PURPOSE AND EFFECTIVE DATE.


The sole purpose of this Plan is to assure that Participants who have a vested right to receive benefits under the Qualified Plan will receive the same value of benefits they would receive but for the limitations on contributions and benefits contained in ERISA and Sections 401(a)(17), 415 and 416 of the Code, and, also, but for the nonrecognition under the Qualified Plan of deferred incentive compensation under the Manufacturers Incentive Compensation Plans. This Plan is not intended to and shall not be construed so as to provide any Participant receiving benefits under the Qualified Plan, and where applicable, this Plan, with benefits which, in the aggregate, either have a greater or lesser value than the benefit which would result from the calculation made under the applicable provisions of the Qualified Plan without giving effect to the benefit limitation provisions of ERISA and the Code and regulations promulgated thereunder, or the nonrecognition of compensation deferred under the Manufacturers Incentive Compensation Plans. The provisions of this restated Plan shall be effective as of December 31, 1993.


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Section 2. DEFINITIONS.


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


A. "CODE" means the Internal Revenue Code of 1986, as it may be amended from time to time.


B. "COMPANY" means Comerica Incorporated, a Delaware corporation.


C. "ERISA" means the Employee Retirement Income Security Act of 1974 (Public Law 93-406), as from time to time amended.


D. "MANUFACTURERS INCENTIVE COMPENSATION PLANS" means the following plans: (i) the Manufacturers National Corporation Executive Incentive Plan; (ii) the Manufacturers National Corporation Trust Investment Incentive Plan; (iii) the Manufacturers National Corporation Institutional Trust Sales and Servicing Plans; (iv) the Manufacturers National Corporation Private Banking Sales and Servicing Plans; (v) the Manufacturers National Corporation incentive plans for: Foreign Exchange Trading, Mergers and Acquisitions, and Commercial Mortgage Banking Services; and (vi) any similar incentive compensation plans formerly maintained by Manufacturers National Corporation for employees of its business units as determined by the Company's Employee Benefits Committee ...