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EXHIBIT 10.22
COMERICA INCORPORATED
1999 COMMON STOCK DIRECTOR FEE DEFERRAL PLAN
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COMERICA INCORPORATED 1999
COMMON STOCK 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.....................................4
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 - BENEFICIARY DESIGNATION FORM.....................................C-1
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COMERICA INCORPORATED 1999 COMMON
STOCK DIRECTOR FEE DEFERRAL PLAN
SECTION I - PURPOSE
The purpose of this Common Stock Plan is to allow eligible directors to defer
their compensation, under the conditions provided herein, into the Company Stock
Unit Account. All funds in the Company Stock Unit Account are hypothetically
invested in the common stock of the Company. At least one-half of the Director
Fees of each eligible director of the Company must be deferred into the Company
Stock Unit Account. The remaining Director Fees of an eligible director of the
Company may be deferred in any portion as requested by each director. Eligible
directors of any Subsidiary of the Company or Advisory Board may defer any
portion of their compensation under this Common Stock Plan.
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. [Intentionally Left Blank]
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. "Common Stock Plan" means the "Comerica Incorporated 1999 Common
Stock Director Fee Deferral Plan," the provisions of which are set forth herein,
as it may be amended from time to time.
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I. "Company Stock Unit Account" means an account established under
Section V of this Common Stock Plan in the name of each director to record those
fees that are deferred under this Common Stock Plan on the director's behalf and
earnings thereon.
J. "Corporate Secretary" means the Secretary of Comerica Incorporated.
K. "Deferral Election" means a written notice to defer the payment of
director fees on one of the applicable forms attached hereto as Exhibits "A-1 or
A-2", as such form may be modified by the Plan Administrator from time to time.
L. "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.
At least one-half (or other fractional portion as determined by the Committee)
of the Director Fees of each eligible director of the Company (not the directors
of any Subsidiary of the Company or Advisory Board of a Subsidiary of the
Company) shall be automatically deferred and allocated, on the director's
behalf, into the Company Stock Unit Account designated for each director.
M. "Participant" means an eligible director for whom a Company Stock
Unit Account is maintained under the Common Stock Plan.
N. "Plan Administrator" means one or more individuals appointed by the
Committee to handle the day-to-day administration of the Common Stock Plan.
O. "Subsidiary" means any corporation, partnership or other entity, a
majority of whose stock or interests is owned by Comerica Incorporated.
P. "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 and, each director of any Subsidiary of the
Company, and each director of any Advisory Board of a Subsidiary of the Company
shall be eligible to participate in the Common Stock 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 Director Compensation.
1. Mandatory Deferrals for Directors of the Company. At least one-half
of the Director Fees of each of the Company's directors shall be automatically
deferred to and recorded in each individual director's Company Stock Unit
Account and shall not otherwise be subject to
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any other Deferral Election (other than length of deferral and schedule of
pay-out). The remainder of the Director Fees of a Company director may be
deferred under this Common Stock Plan or as provided in Comerica Incorporated's
1999 Discretionary 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 Company director 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.
2. Deferral for Directors of any Subsidiary. Directors of any
Subsidiary of the Company may defer any portion of their compensation under this
Common Stock Plan or Comerica Incorporated's 1999 Discretionary 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 Common Stock Plan or Comerica Incorporated's 1999
Discretionary 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. Deferral Procedures. Any 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 must cover all of an individual's Director Fees which are subject to an
automatic allocation into the Common Stock Unit Account, as determined by the
Committee.
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.
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A director who cancels a Deferral Election may not submit a new
Deferral Election 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 the Common Stock Plan shall be
credited to Common Stock Unit Accounts which are recorded on the books of the
Company. As of the last day of each month or on a more frequent basis if
practicable, the Company Stock Unit Account shall be adjusted as follows:
Company Stock Unit Accounts shall be "hypothetically invested" in the
common stock of the Company. In the event the Company has established a
rabbi trust for its own benefit to fund the Company's obligations under
this Common Stock Plan, the purchase price for the Company stock units
shall be the actual price of the shares the Company purchases on the
open market on the day of the deferral of the Director Fees. In the
event that the Company has not established a rabbi trust, the purchase
price shall be based upon the closing price for the stock on the New
York Stock Exchange 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 Company's stock
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 or on a more frequent basis if practicable
based upon the closing price for Company common stock on the New
York Stock Exchange as of the last day of such month, 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.
SECTION VI - DISTRIBUTION OF DEFERRED FEES
A. Time and Manner. Distribution of the Participant's accounts 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 Company Stock 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
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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 Company Stock 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 Common Stock 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 Company Stock 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 Common Stock 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 in
form and substance as provided in Exhibit C attached hereto, as such form may be
modified by the Plan Administrator from time to time, 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
Company Stock 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. 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 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 Common Stock 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 Common Stock
Plan Administrator. To the extent the Committee has delegated authority
concerning a matter to the Plan Administrator, any reference in the Common Stock
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 Common Stock Plan at any time. Any amendment or
termination of this Common Stock Plan shall not affect the rights of
Participants or Beneficiaries to the amounts in the Company Stock Unit Account
at the time of such amendment or termination. The Common Stock Plan
Administrator may make any amendments to the Common Stock Plan, including forms
under the Common Stock Plan, recommended by the Company's legal counsel which
are necessary or appropriate to keep the Common Stock Plan and forms in
compliance with applicable laws. The Company reserves the right to accelerate
distribution of fees deferred hereunder in the event the Common Stock Plan is
terminated.
D. Effective Date. This Common Stock 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 Common Stock Plan was
approved by the Board of Directors of Company on May 21, 1999. The version of
the Common Stock 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 Common Stock Plan shall apply to existing
accounts under the Common Stock Plan beginning January 1, 1997. Except for the
earnings rate, monies deferred under prior versions of the Common Stock Plan
shall remain subject to prior deferral notices.
E. Statements to Participants. Statements will be provided to
Participants under the Common Stock Plan on at least an annual basis.
F. Nonforfeitability of Participant Accounts. Each Participant shall be
fully vested in his or her Company Stock Unit 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
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Participant and to the Participant's heirs, executors, administrators and other
legal representatives.
H. Governing Law and Rules of Construction. This Common Stock 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
Common Stock 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 Common Stock 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 Common Stock 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 Company to any Company
Stock Unit Account in the name of any Participant shall at all times remain with
Company, and no Participant or Beneficiary shall have any property interest
whatsoever in any specific assets of Company by reason of the establishment of
the Common Stock Plan. The rights of each Participant and Beneficiary hereunder
shall be limited to enforcing the unfunded, unsecured promise of Company to pay
benefits under the Common Stock Plan, and the status of any Participant or
Beneficiary shall be that of an unsecured general creditor of Company.
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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 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 "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 A 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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