EXHIBIT 10.3
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLAN
(1997 AMENDMENT AND RESTATEMENT)
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLAN
TABLE OF CONTENTS
SECTION I. PURPOSE ..........................................................1
SECTION II. DEFINITIONS .....................................................2
A. Beneficiary(ies).....................................................2
B. Beneficiary Designation..............................................2
C. Cancellation of Deferral Election....................................2
D. Code.................................................................2
E. Committee............................................................2
F. Company..............................................................2
G. Corporate Secretary..................................................2
H. Deferral Election....................................................2
I. Director Fees........................................................3
J. Fee Deferral Account.................................................3
K. Participant..........................................................3
L. Plan.................................................................3
M. Plan Administrator...................................................3
N. Subsidiary...........................................................3
O. Unforeseeable Emergency..............................................3
SECTION III. ELIGIBILITY ....................................................4
SECTION IV. PROCEDURES RELATING TO DEFERRAL ELECTIONS .......................5
1. Submission to Corporate Secretary...............................5
2. Irrevocability..................................................5
3. Cancellation....................................................5
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SECTION V. FEE DEFERRAL ACCOUNTS AND
CREDITING OF EARNINGS THEREON.............................................6
SECTION VI. DISTRIBUTION OF DEFERRED FEES....................................7
A. Time and Manner .....................................................7
B. Installment Payments.................................................7
C. Hardship Distributions...............................................7
D. Cash Out Distributions...............................................8
SECTION VII. DESIGNATION OF BENEFICIARY......................................9
SECTION VIII. MISCELLANEOUS PROVISIONS......................................10
A. Nonalienation of Benefits...........................................10
B. Administration of Plan..............................................10
C. Amendment or Termination............................................10
D. Effective Date......................................................10
E. Statements to Participants..........................................11
F. Nonforfeitability of Participant Accounts...........................11
G. Successors Bound....................................................11
H. Governing Law and Rules of Construction.............................11
I. Ownership of Fee Deferrals..........................................12
EXHIBIT A - NOTICE OF ELECTION TO DEFER
THE PAYMENT OF DIRECTORS' FEES..........................................A-1
EXHIBIT B - NOTICE OF CANCELLATION OF DEFERRAL ELECTION.....................B-1
EXHIBIT C - BENEFICIARY DESIGNATION FORM....................................C-1
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SECTION I.
PURPOSE.
The purpose of this Plan is to enable each director of the Company and each
director of any Subsidiary of the Company to defer the receipt of all or any
portion of his or her Director Fees.
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SECTION II.
DEFINITIONS.
The following words and phrases, wherever capitalized, shall have the
following meanings respectively:
A. "BENEFICIARY(IES)" means such individual(s) or entity(ies) designated
on the most recent Beneficiary Designation the director has submitted to the
Corporate Secretary.
B. "BENEFICIARY DESIGNATION" means a beneficiary designation on the form
attached hereto as Exhibit "C", as such form may be modified by the Plan
Administrator from time to time.
C. "CANCELLATION OF DEFERRAL ELECTION" means a written notice of
cancellation of election to defer unearned fees on the form attached hereto as
Exhibit "B", as such form may be modified by the Plan Administrator from time to
time.
D. "CODE" means the Internal Revenue Code of 1986, as amended.
E. "COMMITTEE" means the Directors' Committee of the Board of Directors
of Comerica Incorporated.
F. "COMPANY" means Comerica Incorporated, a Delaware corporation.
G. "CORPORATE SECRETARY" means the Secretary of Comerica Incorporated.
H. "DEFERRAL ELECTION" means a written election to defer the payment of
director fees on the form attached hereto as Exhibit "A", as such form may be
modified by the Plan Administrator from time to time.
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I. "DIRECTOR FEES" means a director's annual retainer, fees for attending
board meetings, fees for attending meetings of any committee of the board and
fees for serving as chairman of any committee of the board.
J. "FEE DEFERRAL ACCOUNT" means an account established under Section V
hereof in the name of each director who has submitted a Deferral Election under
the Plan to record Director Fees which have been deferred and earnings thereon.
K. "PARTICIPANT" means an eligible director who has submitted a Deferral
Election to the Corporate Secretary in accordance with the provisions of the
Plan, and who either has a Deferral Election currently in effect or for whom a
Fee Deferral Account is maintained under the Plan.
L. "PLAN" means the "Comerica Incorporated Director Fee Deferral Plan,"
the provisions of which are set forth herein, as it may be amended from time to
time.
M. "PLAN ADMINISTRATOR" means one or more individuals appointed by the
Committee to handle the day-to-day administration of the Plan.
N. "SUBSIDIARY" means any corporation a majority of whose stock is owned
by Comerica Incorporated.
O. "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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SECTION III.
ELIGIBILITY.
Each director of the Company and each director of any Subsidiary of the
Company shall be eligible to participate in the Plan provided any such director
is not an employee of the Company or an employee of any Subsidiary of the
Company.
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SECTION IV.
PROCEDURES RELATING TO DEFERRAL ELECTIONS.
1. SUBMISSION TO CORPORATE SECRETARY. Any eligible director wishing
to participate in the Plan must submit a Deferral Election to the Corporate
Secretary at 500 Woodward, Detroit, Michigan 48226-3391 prior to the beginning
of the calendar year during which the fees are to be earned. However, any
newly-appointed or newly-elected director may submit a Deferral Election within
sixty days of his or her appointment or election. A Deferral Election may cover
all or any portion of an individual's Director Fees.
2. IRREVOCABILITY. Deferral Elections may not be modified or
revoked once a director has rendered the services that entitle the director to
the fees. If a director has submitted a Deferral Election relating to fees to
be earned in the future, he or she may modify such election by submitting a new
Deferral Election prior to the beginning of the calendar year in which the fees
will be earned. Any such Deferral Election will supersede any previous Deferral
Election as it related to fees to be earned in future years.
3. CANCELLATION. A Deferral Election may be cancelled by submitting
a Cancellation of Deferral Election. A director who cancels a Deferral Election
may not submit a new Deferral Election before the elapse of at least twelve
months from the effective date of the cancellation.
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SECTION V.
FEE DEFERRAL ACCOUNTS AND
CREDITING OF EARNINGS THEREON.
Director Fees which have been deferred under the Plan shall be credited to
a Fee Deferral Account maintained by the Company. As of the last day of each
month, each Fee Deferral Account shall be adjusted as follows:
A. The account shall first be charged with any distributions made during
the month;
B. The account shall then be credited with earnings for the month.
Earnings shall be computed by multiplying the balance of the account after the
adjustment referred to in Subsection A. by a fraction, the numerator of which is
the 5-year United States Treasury note yield (asked) as of the last business day
of the preceding quarter as published in the Wall Street Journal, and the
denominator of which is 12; and
C. The account shall then be credited with the amount, if any, of
Director Fees deferred during that month.
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SECTION VI.
DISTRIBUTION OF DEFERRED FEES.
A. TIME AND MANNER. Distribution of Fee Deferral Accounts shall be made
at such time and in such manner, i.e., a lump sum or installments, as the
Participant has specified in the Deferral Election(s) submitted to the Corporate
Secretary. A lump sum distribution shall be made on January 15th of the year
selected for distribution or, if the Participant has chosen to receive
installment payments, such installments shall commence on January 15th of the
year selected for installments to commence.
B. INSTALLMENT PAYMENTS. Installment payments under an installment
payment option may not exceed ten years. The amount of each installment payment
shall be determined by multiplying the balance of the Fee Deferral Account on
the date the installment is scheduled to be paid by a fraction, the numerator of
which is one and the denominator of which is the number of unpaid installments
remaining at such time. If a Participant who is receiving installment payments
dies prior to receiving the balance of his or her account, the unpaid balance
shall be paid in one lump sum to the Participant's Beneficiary(ies) not later
than the 15th day of the month following the month in which the Participant's
death occurred.
C. HARDSHIP DISTRIBUTIONS. In the event of an Unforeseeable Emergency
involving a Participant which occurs prior to distribution of the entire balance
of the Participant's Fee Deferral Account, the Committee may, in its sole
discretion, distribute to the Participant in a single sum an amount equal to
such portion of such account as shall be necessary, in the judgment of the
Committee, to alleviate the financial hardship occasioned by the
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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 Section
1.457-2(h)(4) of the Income Tax Regulations (or to any successor regulations
dealing with the same subject matter), the provisions of which are incorporated
herein by reference.
D. CASH OUT DISTRIBUTIONS. If, at the time an installment distribution
of a Fee Deferral Account in the name of any Participant is scheduled to
commence, the fair market value of such account does not exceed $10,000, 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.
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SECTION VII.
DESIGNATION OF BENEFICIARY.
Upon becoming a Participant of the Plan, each director shall submit to the
Corporate Secretary a Beneficiary Designation on the form attached as Exhibit
"C" designating one or more Beneficiaries to whom payments otherwise due the
Participant shall be made in the event of the Participant's death before
distribution of the Participant's Fee Deferral Account has been completed. A
Beneficiary Designation will be effective only if it is signed by the
Participant and submitted to the Corporate Secretary before the Participant's
death. Any Beneficiary Designation submitted to the Corporate Secretary will
supersede any previous Beneficiary Designation so submitted. If the primary
beneficiary shall predecease the Participant or the primary beneficiary and the
Participant die in a common disaster under such circumstances that it is
impossible to determine who survived the other, amounts remaining unpaid at the
time of the Participant's death shall be paid to the alternate beneficiary(ies)
who survive the Participant. If there are no alternate beneficiaries living or
in existence at the date of the Participant's death, the balance of the account
shall be paid in one lump sum to the legal representative of the Participant's
estate.
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SECTION VIII.
MISCELLANEOUS PROVISIONS.
A. NONALIENATION OF BENEFITS. Neither the Participant nor any
Beneficiary designated by him or her shall have any right to alienate, assign,
or encumber any amount that is or may be payable hereunder, nor may any such
amount 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.
B. ADMINISTRATION OF PLAN. Full power and authority to construe,
interpret, and administer the Plan shall be vested in the Directors' Committee
of the Board of Directors of the Company. To the extent permitted by law, the
Committee may delegate any authority it possesses to the Plan Administrator. To
the extent the Committee has delegated authority concerning a matter to the Plan
Administrator, any reference in the Plan to the "Committee" insofar as it
pertains to such matter, shall refer likewise to the Plan Administrator.
Decisions of the Committee shall be final, conclusive, and binding upon all
parties.
C. AMENDMENT OR TERMINATION. The Board of Directors of the Company may
amend or terminate this Plan at any time. Any amendment or termination of this
Plan shall not affect the rights of Participants or Beneficiaries to the amounts
in Fee Deferral Accounts at the time of such amendment or termination. The Plan
Administrator may make any amendments to the Plan, including forms under the
Plan, recommended by the Company's legal counsel which are necessary or
appropriate to keep the Plan and forms
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in compliance with applicable laws. The Company reserves the right to
accelerate distribution of fees deferred hereunder in the event the Plan is
terminated.
D. EFFECTIVE DATE. This Plan is intended to constitute an amendment and
restatement of a prior plan maintained by the Company captioned "Comerica
Incorporated Plan for Deferring the Payment of Directors' Fees." The version of
the Plan contained in this document shall be effective to defer monies to be
earned from and after January 1, 1997, and the earnings rate contained in this
version of the Plan shall apply to existing accounts under the Plan beginning
January 1, 1997. Except for the earnings rate, monies deferred under prior
versions of the Plan shall remain subject to prior deferral elections.
E. STATEMENTS TO PARTICIPANTS. Statements will be provided to
Participants under the Plan on at least an annual basis.
F. NONFORFEITABILITY OF PARTICIPANT ACCOUNTS. Each Participant shall be
fully vested in his or her Fee Deferral Account.
G. SUCCESSORS BOUND. The contractual agreement between Comerica
Incorporated and each Participant resulting from the execution of a Deferral
Election 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.
H. 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
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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 the provisions hereof shall be construed
in a manner to carry out that intention.
I. OWNERSHIP OF FEE DEFERRALS. Title to and beneficial ownership of any
assets, of whatever nature, which may be allocated by Comerica Incorporated to
any Fee Deferral 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. The rights of each Participant and
Beneficiary hereunder shall be limited to enforcing the unfunded, unsecured
promise of Comerica Incorporated 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.
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EXHIBIT "A"
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLAN
NOTICE OF ELECTION TO DEFER
THE PAYMENT OF DIRECTORS' FEES
A director who wishes to defer fees should check applicable boxes, complete
the other portions of the form, sign and date the form and return it to:
Secretary
Comerica Incorporated
500 Woodward Avenue
33rd Floor
Detroit, Michigan 48226-3391
A. BOARD ON WHICH I SERVE AS DIRECTOR:
/ / Comerica Incorporated
/ / Comerica Bank
/ / Comerica Bank-California
/ / Comerica Bank-Texas
/ / Comerica Bank & Trust, F.S.B.
B. ELECTION TO DEFER FEES. Pursuant to provisions of the
above-referenced Plan, I hereby elect to have the fees specified below which
become payable to me for rendering services as a member of the Board of
Directors on which I serve deferred in the manner specified below. It is
understood and agreed that this election shall become effective on the first day
of the calendar year following receipt of this Notice of Election by the
Secretary of Comerica Incorporated or on the first day of the month following
receipt thereof by such Secretary if I am newly-eligible to participate in the
Plan. I understand that this election shall be irrevocable with respect to fees
once I have performed the services which entitle me to receive such fees. This
election shall continue in effect until I modify or revoke it.
C. PERCENTAGE OF FEES TO BE DEFERRED
% of my Director Fees (Select up to 100%)
_____
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D. YEAR DISTRIBUTION OF DEFERRED FEES IS TO COMMENCE: 19 20
___ ___
Payments will be made or commence on January 15th of the year selected.
E. PAYMENT METHOD DESIRED:
/ / Lump Sum
/ / Installments over ____ years (you may choose 2 to 10 years).
(The balance of any Fee Deferral Account will be distributed in
one lump sum to the director's designated beneficiary if the
director dies before receipt of all installment payments).
F. FREQUENCY OF INSTALLMENTS:
/ / Annually
/ / Quarterly
Date:
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Signature of Director
A-2
EXHIBIT "B"
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLAN
NOTICE OF CANCELLATION OF DEFERRAL ELECTION
A director who wishes to cancel a deferral election should sign and date
this form and return it to:
Secretary
Comerica Incorporated
500 Woodward Avenue
33rd Floor
Detroit, Michigan 48226-3391
Pursuant to provisions of the above-reference Plan, I hereby cancel my
deferral election under the Plan effective as of the first day of the month
following your receipt of this Notice of Cancellation of Deferral Election.
This cancellation shall apply only to unearned fees that would, but for this
cancellation, be deferred under my prior deferral election. Any fees I have
previously elected to defer that have already been earned through my rendering
of services shall remain subject to my prior deferral election.
Date:
-------------------------- -----------------------------------
Signature of Director
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EXHIBIT "C"
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLAN
BENEFICIARY DESIGNATION FORM
A director who is submitting an election to defer fees should complete this
form, sign and date it and return it to:
Secretary
Comerica Incorporated
500 Woodward Avenue
33rd Floor
Detroit, Michigan 48226-3391
Pursuant to the provisions of the Comerica Incorporated Director Fee
Deferral Plan (the "Plan"), I hereby designate the person(s) named below as
beneficiary of all sums held under the Plan which are owing to me at the time of
my death.
A. PRIMARY BENEFICIARY (Check one box and provide related information):
1. / / My spouse.
Name of Spouse Social Security #
--------------------- -----------
Address
-----------------------------------------
-----------------------------------------
2. / / The successor trustee(s) of my revocable living trust.
Caption Appearing on Trust Agreement
--------------------------------
Date of Original or Amended and Restated Trust Agreement
------------
Employer Identification Number
--------------------------------
3. / / The executor, administrator or personal representative of my
estate.
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4. / / Other (Each beneficiary must be over 18 years of age).
a. Name of Beneficiary
---------------------
Social Security #
---------------------
Relationship to Director
---------------------------------
Address
---------------------------------------
---------------------------------------
Portion of account to be distributed
to this beneficiary: %
--------------
b. Name of Beneficiary
--------------------
Social Security #
--------------------
Relationship to Director
--------------------------------
Address
--------------------------------------
--------------------------------------
Portion of account to be distributed
to this beneficiary: %
------------
(If you wish to name more than two beneficiaries, please submit
duplicate copies of this form and insert appropriate percentages.
Please sign and date each copy of this form which is submitted.)
B. ALTERNATE BENEFICIARY
If all persons named above as my primary beneficiary predecease me or such
person(s) and I die in a common disaster under such circumstances that it is
impossible to determine who survived the other, then I designate the following
person as alternate beneficiary to receive the sums that would otherwise have
been payable to the primary beneficiary if the primary beneficiary had survived.
Name of Alternate Beneficiary
-----------------------------------
Social Security or Employer Identification #
--------------------
Address
-----------------------------------------
-----------------------------------------
C-2
This designation supersedes any previous Beneficiary Designation I may have
made with respect to deferred fees under the Plan, including prior versions of
the Plan. I reserve the right to change the beneficiary(ies) named herein in
accordance with the terms of the Plan. If there are no alternate beneficiaries
living or in existence at the date of my death, I understand that the balance of
my account will be paid to the legal representative of my estate.
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Signature of Director Date
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Signature of Witness Date
Witness may not be a named beneficiary
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