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EXHIBIT 10.21
COMERICA INCORPORATED 1999 DISCRETIONARY
DIRECTOR FEE DEFERRAL PLAN
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COMERICA INCORPORATED
1999 DISCRETIONARY DIRECTOR FEE DEFERRAL PLAN
TABLE OF CONTENTS
SECTION I - PURPOSE............................................................1
SECTION II - DEFINITIONS.......................................................1
SECTION III - ELIGIBILITY......................................................2
SECTION IV - PROCEDURES RELATING TO DEFERRALS..................................2
SECTION V - CREDITING OF EARNINGS TO ACCOUNTS..................................4
SECTION VI - DISTRIBUTION OF DEFERRED FEES.....................................5
SECTION VII - DESIGNATION OF BENEFICIARY.......................................5
SECTION VIII - MISCELLANEOUS PROVISIONS........................................6
EXHIBIT A1 - NOTICE OF ELECTION TO DEFER....................................A1-1
EXHIBIT A2 - NOTICE OF ELECTION TO DEFER....................................A2-1
EXHIBIT B - NOTICE OF CANCELLATION OF DEFERRAL ELECTION......................B-1
EXHIBIT C - REALLOCATION OF INVESTMENT.......................................C-1
EXHIBIT D - BENEFICIARY DESIGNATION FORM.....................................D-1
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COMERICA INCORPORATED
1999 DISCRETIONARY DIRECTOR FEE DEFERRAL PLAN
SECTION I - PURPOSE
The purpose of this Plan is to allow an eligible director to defer compensation,
under the conditions provided herein, into a Mutual Fund Unit Account. The funds
in each eligible director's Mutual Fund Unit Account are hypothetically invested
in mutual funds designated by the Committee from time to time. No more than
one-half of the Director Fees of each Company director may be allocated, on the
director's behalf, into a Mutual Fund Unit Account. Any director of any
Subsidiary of the Company or an Advisory Board may defer all or a portion of his
or her Director Fees into a Mutual Fund Unit Account.
SECTION II - DEFINITIONS
The following words and phrases, wherever capitalized, shall have the following
meanings respectively:
A. "Advisory Board" means a special board of directors appointed to
advise a Subsidiary of the Company.
B. "Beneficiary(ies)" means such individual(s) or entity(ies)
designated on the most recent Beneficiary Designation the director has submitted
to the Corporate Secretary.
C. "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.
D. "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.
E. "Code" means the Internal Revenue Code of 1986, as amended.
F. "Committee" means the Directors' Committee of the Board of
Directors of Comerica Incorporated.
G. "Company" means Comerica Incorporated, a Delaware corporation.
H. "Corporate Secretary" means the Secretary of Comerica Incorporated.
I. "Deferral Election" means a written notice to defer the payment of
director fees on one of the applicable forms attached hereto as Exhibits "A1 or
A2", as such form may be modified by the Plan Administrator from time to time.
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J. "Director Fees" means a director's annual retainer, fees for
attending board meetings, fees for attending meetings of any committee of the
board, if any, and fees for serving as chairman of any committee of the board.
K. "Mutual Fund Unit Account" means an account established under
Section V of this Plan in the name of each director to record those fees that
have been deferred to such account and earnings thereon.
L. "Participant" means an eligible director for whom a Mutual Fund Unit
Account is maintained under the Plan.
M. "Plan" means the Comerica Incorporated 1999 Discretionary Director
Fee Deferral Plan," the provisions of which are set forth herein, as it may be
amended from time to time.
N. "Plan Administrator" means one or more individuals appointed by the
Committee to handle the day-to-day administration of the Plan.
O. "Reallocation Form" means a written notice to reallocate a deferred
Director Fees on the form attached hereto as Exhibit C, as such form may be
modified by the Plan Administrator from time to time.
P. "Subsidiary" means any corporation, partnership or other entity, a
majority of whose stock or interests is owned by Comerica Incorporated.
Q. "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.
SECTION III - ELIGIBILITY
Each director of the Company, each director of any Subsidiary of the Company and
each director of an Advisory Board of a 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.
SECTION IV - PROCEDURES RELATING TO DEFERRALS
A. Deferral of Directors Compensation.
1. Deferral for Directors of the Company. No more than one-half
of the Director Fees of each of the Company's directors shall be subject to a
Deferral Election (other than length of deferral and schedule of pay-out) under
this Plan. The remainder of the Directors' Fees of each Company director shall
be deferred automatically as provided in the Comerica Incorporated 1999 Common
Stock Director Fee Deferral Plan. The minimum period of deferral for Director
Fees deferred pursuant to this Section IV (A) shall be the lesser of the
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number of years remaining before regular retirement or five years. In the event
a Company director does not indicate the period of deferral for such fees on the
Deferral Election, such fees shall be deferred for a period of five years and
paid out in a single lump sum.
2. Deferral for Directors of any Subsidiary. Directors of any
Subsidiary of the Company may defer any portion of their compensation under this
Plan or the Comerica Incorporated 1999 Common Stock Director Fee Deferral Plan.
The minimum period of deferral for Director Fees deferred pursuant to this
Section IV (A) shall be the lesser of the number of years remaining before
regular retirement or five years. In the event a director of any Subsidiary of
the Company does not indicate the period of deferral, such fees shall be
deferred for a period of five years and paid out in a single lump sum.
3. Deferral for Directors of any Advisory Board. Directors of an
Advisory Board of any Subsidiary of the Company may defer any portion of their
compensation under this Plan or the Comerica Incorporated 1999 Common Stock
Director Fee Deferral Plan. The minimum period of deferral for Director Fees
deferred pursuant to this Section IV (A) shall be the lesser of the number of
years remaining before regular retirement or five years. In the event a director
of an Advisory Board of any Subsidiary of the Company does not indicate the
period of deferral, such fees shall be deferred for a period of five years and
paid out in a single lump sum.
B. Elective Deferral Procedures. Any eligible director wishing to defer
Director Fees which are subject to a Deferral Election must submit a Deferral
Election to the Corporate Secretary at 500 Woodward, MC 3391, Detroit, Michigan
48226-3391 or such other person designated by the Chief Executive Officer of the
Company from time to time, prior to the beginning of the service year during
which the fees are to be earned (from annual meeting of shareholders to annual
meeting of shareholders). 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 pursuant to this Plan may cover all or a portion
of Director Fees which may be deferred pursuant to this Plan but shall not cover
amounts subject to an automatic allocation pursuant to the Comerica Incorporated
1999 Common Stock Director Fee Deferral Plan, and shall designate in which
mutual fund and in what proportions the Director Fees under this Plan so
deferred will be recorded.
1. Irrevocability. A director may not modify or revoke a Deferral
Election (except to the extent permitted to reallocate among
investment options), once the director has performed 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 relates to fees to be earned in
future years.
2. Cancellation. A Deferral Election may be canceled by submitting a
Cancellation of Deferral Election in form and substance as
provided in Exhibit B attached hereto, as such form may be
modified by the Plan Administrator from time to time. A director
who cancels a Deferral Election may not submit a new Deferral
Election
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before at least twelve months have elapsed from the effective
date of the cancellation.
SECTION V - CREDITING OF EARNINGS TO ACCOUNTS
Director Fees which have been deferred under this Plan shall be credited to
Mutual Fund Unit Accounts created by and recorded on the books of the Company
from time to time. As of the last day of each month or on a more frequent basis
if practicable, each Mutual Fund Unit Account shall be adjusted as follows:
A. Mutual Fund Unit Account shall be "hypothetically invested" in one
of the mutual funds offered for investment by the Committee and designated by
each director. In the event the sponsor of said mutual fund ("Sponsor") has
established a rabbi trust for its own benefit to fund the Sponsor's obligations
under this Plan, the purchase price for the mutual fund shares shall be the
actual price of the shares the Sponsor purchases on the open market on the day
of the deferral of the Director Fees. In the event that the Sponsor has not
established a rabbi trust, the purchase price shall be based upon the closing
price for the mutual fund shares on the exchange of which the mutual fund is
listed on the day that the Director Fees would have otherwise been paid to the
director had they not been deferred. No director shall have any right to vote
any shares of the Sponsor's mutual funds held in the rabbi trust except to the
extent otherwise permitted by the terms of the rabbi trust.
1. The account shall first be charged with any distributions made
during the month or on a more frequent basis if practicable;
2. The account shall then be credited with earnings, gains and
losses for the month based upon the closing price for the
designated mutual fund on the exchange of which said fund is
listed as of the last day of such month or on a more frequent
basis if practicable, plus any dividends paid during such period.
3. The account shall then be credited with the amount, if any, of
Director Fees deferred and designated to be credited to such
account during such month or on a more frequent basis if
practicable.
B. Reallocation of Investment Options. Each director may reallocate all
or a portion of his or her Mutual Fund Unit Account to change the percentage(s)
of an investment and/or designate an alternate mutual fund as an investment
option by submitting a Reallocation Form in form and substance as provided in
Exhibit "C" to the Corporate Secretary or such other person designated by the
Chief Executive Officer of the Company from time to time. The Plan Administrator
may delay any reallocation request because of a trading blackout period or any
other trading restriction which may be imposed on the Company, whether voluntary
or involuntary. No transfers between investment options will be allowed if
prohibited by the rules applicable to the particular mutual fund from or to
which a transfer is to be made or by rules adopted by the Plan Administrator and
communicated to the directors.
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SECTION VI - DISTRIBUTION OF DEFERRED FEES
A. Time and Manner. Distribution of each Participant's account shall be
made in cash 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 or as otherwise required by Section IV(A).
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 Mutual Fund Unit 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 Mutual Fund Unit 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 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 Mutual Fund Unit 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.
SECTION VII - DESIGNATION OF BENEFICIARY
Upon becoming a Participant of the Plan, each director shall submit to the
Corporate Secretary or such other person designated by the Chief Executive
Officer of the Company from time to time a Beneficiary Designation on the form
attached as Exhibit "D" 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 Mutual Fund Unit 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.
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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.
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 subject 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 the Mutual Fund Unit Account 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 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 Director Fee Deferral Plan". The Plan was approved by the Board of
Directors of Company on May 21, 1999. 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.
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F. Nonforfeitability of Participant Accounts. Each Participant shall be
fully vested in his or her Mutual Fund Unit Account created by Company from time
to time.
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 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, whether or not the Company establishes a rabbi trust, 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 Mutual Fund Unit 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 "A1"
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLANS
FORM APPLICABLE TO COMERICA INCORPORATED DIRECTORS
NOTICE OF ELECTION TO DEFER AND
DISTRIBUTION OF DEFERRED DIRECTORS' FEES
A DIRECTOR WHO WISHES TO DEFER FEES PURSUANT TO THE COMERICA INCORPORATED 1999
COMMON STOCK DIRECTOR FEE DEFERRAL PLAN OR COMERICA INCORPORATED 1999
DISCRETIONARY DIRECTOR FEE DEFERRAL PLAN (COLLECTIVELY CALLED "PLANS") SHOULD
CHECK APPLICABLE BOXES,
SIGN AND DATE THE FORM AND RETURN IT TO:
ALBERT P. TAYLOR
COMERICA INCORPORATED
500 WOODWARD AVE
31ST FLOOR, MC 3382
DETROIT, MICHIGAN 48226-3382
A. I SERVE AS DIRECTOR ON THE COMERICA INCORPORATED BOARD.
B. ELECTION TO DEFER FEES. PURSUANT TO PROVISIONS OF THE ABOVE REFERENCED
PLANS, I HEREBY ELECT TO HAVE THE FEES WHICH ARE PAYABLE TO ME FOR RENDERING
SERVICES AS A MEMBER OF THE BOARD OF DIRECTORS OF COMERICA INCORPORATED DEFERRED
IN THE MANNER SPECIFIED BELOW. I UNDERSTAND THAT AT LEAST ONE-HALF OF MY
DIRECTOR FEES SHALL BE DEFERRED INTO THE COMERICA COMMON STOCK FUND. I
UNDERSTAND AND AGREE THAT THIS ELECTION SHALL BECOME EFFECTIVE ON THE DATE OF
THE ANNUAL MEETING OF SHAREHOLDERS IMMEDIATELY FOLLOWING RECEIPT OF THIS NOTICE
OF ELECTION BY THE OFFICE OF THE CHAIRMAN OF COMERICA INCORPORATED OR ON THE
FIRST DAY OF THE MONTH FOLLOWING RECEIPT BY SUCH IF I AM A NEWLY ELECTED
DIRECTOR OF COMERICA INCORPORATED. 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:
MANDATORY 50% COMERICA COMMON STOCK FUND
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DISCRETIONARY
(SELECT UP TO 50%)
____ COMERICA COMMON STOCK FUND
____ MUNDER INDEX 500 FUND
____ MUNDER BOND FUND
____ MUNDER SHORT TERM BOND FUND
____ MUNDER SMALL COMPANY GROWTH FUND
____ MUNDER CASH INVESTMENT FUND
D. YEAR DISTRIBUTION OF DEFERRED FEES IS TO COMMENCE (MUST BE A MINIMUM OF
5 YEARS, EXCEPT IN THE CASE OF RETIREMENT, IN WHICH CASE PAYMENTS MAY
BEGIN IN THE YEAR OF RETIREMENT): 20__
PAYMENTS WILL BE MADE OR COMMENCE ON MAY 30TH OF THE YEAR SELECTED.
E. PAYMENT METHOD DESIRED:
___ LUMP SUM
___ INSTALLMENTS OVER _____ YEARS (YOU MAY CHOOSE 2, 5 OR 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).
FREQUENCY OF INSTALLMENTS:
___ ANNUALLY
___ EVERY 3 MONTHS
DATE: MAY 21, 1999 __________________________
------------
SIGNATURE OF DIRECTOR
Name _______________________________
Address _______________________________
_______________________________
Social Security # __________________________
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EXHIBIT "A2"
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLANS
FORM APPLICABLE TO BANK OR ADVISORY DIRECTORS
NOTICE OF ELECTION TO DEFER AND
DISTRIBUTION OF DEFERRED DIRECTORS' FEES
A DIRECTOR WHO WISHES TO DEFER FEES PURSUANT TO THE TERMS OF THE COMERICA
INCORPORATED 1999 COMMON STOCK DIRECTOR FEE DEFERRAL PLAN OR THE COMERICA
INCORPORATED 1999 DISCRETIONARY DIRECTOR FEE DEFERRAL PLAN (COLLECTIVELY CALLED
"PLANS") SHOULD CHECK APPLICABLE BOXES, COMPLETE THE OTHER PORTIONS OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO:
ALBERT P. TAYLOR
COMERICA INCORPORATED
500 WOODWARD AVE
31ST FLOOR, MC 3382
DETROIT, MICHIGAN 48226-3382
A. BOARD ON WHICH I SERVE AS DIRECTOR:
___ COMERICA BANK
___ COMERICA BANK- CALIFORNIA
___ COMERICA BANK - TEXAS
___ COMERICA ADVISORY BOARD
B. ELECTION TO DEFER FEES. PURSUANT TO PROVISIONS OF THE ABOVE REFERENCED
PLANS, 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. I
UNDERSTAND AND AGREE THAT THIS ELECTION SHALL BECOME EFFECTIVE ON THE
DATE OF THE ANNUAL MEETING OF SHAREHOLDERS, IMMEDIATELY FOLLOWING
RECEIPT OF THIS ELECTION BY THE OFFICE OF THE CHAIRMAN OF COMERICA
INCORPORATED OR ON THE FIRST DAY OF THE MONTH FOLLOWING RECEIPT BY SUCH
IF I AM NEWLY ELECTED DIRECTOR OF COMERICA. 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.
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C. PERCENTAGE OF FEES TO BE DEFERRED
DISCRETIONARY
(SELECT UP TO 100%)
_______ COMERICA COMMON STOCK FUND
_______ MUNDER INDEX 500 FUND
_______ MUNDER BOND FUND
_______ MUNDER SHORT TERM BOND FUND
_______ MUNDER SMALL COMPANY GROWTH FUND
_______ MUNDER CASH INVESTMENT FUND
D. YEAR DISTRIBUTION OF DEFERRED FEES IS TO COMMENCE: 20__
PAYMENTS WILL BE MADE OR COMMENCE ON MAY 30TH OF THE YEAR SELECTED.
E. PAYMENT METHOD DESIRED:
___ LUMP SUM
___ INSTALLMENTS OVER _____ YEARS (YOU MAY CHOOSE 2, 5 OR 10
YEARS). (THE BALANCE OF ANY FEE DEFERRAL ACCOUNT WILL BE
DISTRIBUTED IN ONE LUMP SUM TO THE DIRECTORS DESIGNATED
BENEFICIARY IF THE DIRECTOR DIES BEFORE RECEIPT OF ALL
INSTALLMENT PAYMENTS).
FREQUENCY OF INSTALLMENTS:
___ ANNUALLY
___ EVERY 3 MONTHS
DATE: MAY 21, 1999 _______________________
SIGNATURE OF DIRECTOR
NAME _________________________________
ADDRESS _________________________________
_________________________________
SOCIAL SECURITY # _____________________________
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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:
ALBERT TAYLOR
COMERICA INCORPORATED
500 WOODWARD AVE
31ST FLOOR, MC 3382
DETROIT, MICHIGAN 48226-3382
PURSUANT TO PROVISIONS OF THE ABOVE REFERENCED 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
NAME: ___________________________________
ADDRESS: ___________________________________
___________________________________
SOCIAL SECURITY # _____________________________
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EXHIBIT "C"
COMERICA INCORPORATED
DIRECTOR FEE DEFERRAL PLAN
NOTICE OF REALLOCATION OF INVESTMENT OPTIONS
A DIRECTOR WHO WISHES TO REALLOCATE INVESTMENT OPTIONS OF DEFERRED
DIRECTOR FEES SHOULD SIGN AND DATE THIS FORM AND RETURN IT TO:
ALBERT TAYLOR
COMERICA INCORPORATED
500 WOODWARD AVE
31ST FLOOR, MC 3382
DETROIT, MICHIGAN 48226-3382
PURSUANT TO PROVISIONS OF THE COMERICA INCORPORATED 1999 DISCRETIONARY
DIRECTOR DEFERRAL FEE PLAN, I HEREBY CANCEL MY PREVIOUS INVESTMENT OPTION
ALLOCATION UNDER THE PLAN EFFECTIVE AS OF THE FIRST DAY OF THE MONTH FOLLOWING
YOUR RECEIPT OF THIS NOTICE OF REALLOCATION OF INVESTMENT OPTION. ANY FEES I
HAVE PREVIOUSLY ELECTED TO DEFER WILL BE REALLOCATED IN SUCH PORTIONS AND TO
SUCH FUND(S) AS DESIGNATED BELOW:
PERCENTAGE OF FEES TO BE DEFERRED
DISCRETIONARY
(SELECT UP TO 100%)
_______ COMERICA COMMON STOCK FUND
_______ MUNDER INDEX 500 FUND
_______ MUNDER BOND FUND
_______ MUNDER SHORT TERM BOND FUND
_______ MUNDER SMALL COMPANY GROWTH FUND
_______ MUNDER CASH INVESTMENT FUND
_______________________________ ________________
SIGNATURE OF DIRECTOR DATE
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EXHIBIT "D"
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:
ALBERT TAYLOR
COMERICA INCORPORATED
500 WOODWARD AVENUE
31ST FLOOR, MC 3382
DETROIT, MICHIGAN 48226-3382
PURSUANT TO THE PROVISIONS OF THE COMERICA INCORPORATED 1999 COMMON
STOCK DIRECTOR FEE DEFERRAL PLAN OR THE COMERICA INCORPORATED 1999 DISCRETIONARY
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.
4. ___ OTHER (EACH BENEFICIARY MUST BE OVER 18 YEARS OF AGE).
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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 EIN # ________________________________
ADDRESS ______________________________
______________________________
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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.
_______________________________ ________________
SIGNATURE OF DIRECTOR DATE
_______________________________ ________________
SIGNATURE OF WITNESS DATE
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