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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
COMERICA INCORPORATED
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
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0-11.
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statement number, or the form or schedule and the date of its filing.
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[COMERICA LOGO]
COMERICA INCORPORATED
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
2001
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TABLE OF CONTENTS
2001 Proxy Statement........................................ 1
Questions And Answers....................................... 1
Proposal I Submitted For Your Vote -- Election of
Directors................................................. 4
Information About Nominees And Incumbent Directors.......... 4
Nominees For Class II Directors -- Terms Expiring In 2004... 4
Incumbent Class I Directors -- Terms Expiring In 2003....... 5
Incumbent Class III Directors -- Terms Expiring In 2002..... 6
Committees And Meetings Of Directors........................ 7
Committee Assignments....................................... 7
Compensation Committee Interlocks And Insider
Participation............................................. 8
Compensation Of Directors................................... 8
Retirement Plans For Directors.............................. 9
Security Ownership Of Certain Beneficial Owners............. 10
Amount And Nature Of Beneficial Ownership As Of December 31,
2000...................................................... 10
Security Ownership Of Management............................ 11
Section 16(a) Beneficial Ownership Reporting Compliance..... 13
Transactions Of Directors And Executive Officers With
Comerica.................................................. 13
Executive Officers.......................................... 14
Compensation Of Executive Officers.......................... 16
Summary Compensation Table.................................. 16
Option Grants In Last Fiscal Year........................... 17
Aggregated Option Exercises In Last Fiscal Year And Fiscal
Year-End Option Values.................................... 18
Long Term Incentive Awards -- In Last Fiscal Year........... 18
Defined Benefit Pension Plan Benefits....................... 19
Employment Contracts And Severance Agreements............... 21
Change Of Control Agreements................................ 22
Compensation Committee Report............................... 24
Stock Ownership Targets..................................... 26
Proposal II Submitted For Your Vote -- Approval Of
Amendments to the Long-Term Incentive Plan................ 28
Proposal III Submitted For Your Vote -- Approval Of
Amendments to the Management Incentive Plan............... 33
Performance Graph........................................... 36
Audit And Legal Committee Report............................ 36
Independent Auditor......................................... 39
Shareholder Proposals....................................... 39
Annual Report To Shareholders............................... 39
Other Matters............................................... 39
APPENDIX
I Governing Charter of the Audit and Legal Committee..... 41
II Amended and Restated 1997 Long Term Incentive Plan..... 44
III Amended and Restated Management Incentive Plan......... 54
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[COMERICA LOGO]
COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE, MC 3391
DETROIT, MICHIGAN 48226
April 20, 2001
Dear Shareholder,
We invite you to attend our 2001 Annual Meeting of Shareholders at 9:30 a.m.,
Eastern Daylight Savings Time, on Tuesday, May 22, 2001 at The Detroit Institute
of Arts, 5200 Woodward Avenue, Detroit, Michigan. Registration will begin at
8:30 a.m. A map showing the location of the meeting is on the back cover of the
accompanying Proxy Statement.
The annual report, which we mailed to you, summarizes Comerica's major
developments during 2000 and includes the 2000 financial statements.
Whether or not you plan to attend the meeting, please complete and mail the
enclosed proxy card promptly so that your shares will be voted as you desire. IF
YOU WISH TO VOTE IN THE MANNER THE BOARD OF DIRECTORS RECOMMENDS, IT IS NOT
NECESSARY TO SPECIFY YOUR CHOICES ON THE PROXY CARD. SIMPLY SIGN, DATE AND
RETURN THE PROXY CARD. YOU MAY ALSO VOTE BY TELEPHONE OR BY THE INTERNET BY
FOLLOWING THE INSTRUCTIONS FOR USING THE AUTOMATED TELEPHONE AND INTERNET VOTING
SYSTEMS PROVIDED ON THE PROXY CARD.
Sincerely,
/s/ EUGENE A. MILLER
Eugene A. Miller
Chairman, President and
Chief Executive Officer
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[COMERICA LOGO]
COMERICA INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2001
Date: May 22, 2001
Time: 9:30 a.m., Detroit, Eastern Daylight
Savings Time
Place: The Detroit Institute of Arts
5200 Woodward Avenue
Detroit, Michigan 48226
We invite you to attend the Comerica Incorporated Annual Meeting of Shareholders
to:
1. Elect seven Class II Directors for three-year terms expiring in 2004 or
upon the election and qualification of their successors;
2. Approve amendments to the Amended and Restated Comerica Incorporated
1997 Long-Term Incentive Plan (the "LTIP");
3. Approve amendments to the Amended and Restated Comerica Incorporated
Management Incentive Plan (the "MIP"); and
4. Transact any other business that is properly submitted before the Annual
Meeting or any adjournments or postponements of the meeting.
The record date for the meeting is March 28, 2001 (the "Record Date"). Only
shareholders of record at the close of business on that date can vote at the
Annual Meeting. Comerica mailed this Notice of Annual Meeting to those
shareholders. Action may be taken at the meeting on any of the foregoing
proposals at the Annual Meeting on the date specified above or any date or dates
to which the Annual Meeting may be adjourned or postponed.
A list of shareholders who can vote at the Annual Meeting will be available for
inspection by shareholders at the meeting and for ten days prior to the meeting
during regular business hours at the offices of the Corporate Legal Department,
Comerica Tower at Detroit Center, 500 Woodward Avenue, MC 3391, Detroit,
Michigan 48226.
Whether or not you plan to attend the meeting and whether you own a few or many
shares of stock, the Board of Directors urges you to vote promptly. You may vote
by signing, dating and returning the enclosed proxy card, by using the automated
telephone voting system (for shares held in your own name), or by using the
internet voting system (for shares held in your own name). You will find
instructions for voting by telephone and by the internet on the enclosed proxy
card.
By Order of the Board of Directors,
/s/ GEORGE W. MADISON
George W. Madison
Executive Vice President,
General Counsel and Corporate
Secretary
April 20, 2001
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[COMERICA LOGO]
Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226
2001 PROXY STATEMENT
QUESTIONS AND ANSWERS
1. Q: WHAT IS A PROXY?
A: A proxy is a document, also referred to as a proxy card (which is
enclosed), by which you authorize someone else to vote for you in the
way that you want to vote. Comerica's Board of Directors is soliciting
this proxy. You may also abstain from voting. All references in this
proxy statement to "you" shall mean you, the shareholder, and to "yours"
shall mean the shareholder's or shareholders', as appropriate.
2. Q: WHAT IS A PROXY STATEMENT?
A: A proxy statement is the document the United States Securities and
Exchange Commission (the "SEC") requires to explain the matters on which
you are asked to vote on the proxy card.
3. Q: WHO CAN VOTE?
A: Only holders of Comerica's common stock at the close of business on
March 28, 2001, the Record Date, can vote at the annual meeting. Each
shareholder of record has one vote for each share of common stock owned,
on each matter presented for a vote at the meeting.
4. Q: HOW CAN I VOTE?
A: You can vote in person, by telephone, by the internet, or by proxy. To
vote by proxy, sign, date and return the enclosed proxy card. To vote by
using the automated telephone voting system or the internet voting
system, you must hold your shares in your name, and not in the name of a
broker, dealer, bank or other third party, and you must follow the
instructions on the enclosed proxy card. If you return your signed proxy
card to Comerica before the annual meeting, the persons named as proxies
on the card will vote your shares as you directed. You may revoke a
proxy at any time before the proxy is exercised by:
(1) giving written notice of revocation to the Corporate Secretary of
Comerica at the address listed in the third paragraph of the Notice
of Annual Meeting of Shareholders;
(2) submitting another proxy that is properly signed and later dated;
(3) voting in person at the meeting (but only if the shares are
registered in Comerica's records in the name of the shareholder and
not in the name of a broker, dealer, bank or other third party);
(4) if you previously voted by telephone, by voting by telephone at a
subsequent time; or
(5) if you previously voted by the internet, by voting by the internet
at a subsequent time.
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5. Q: IS MY VOTE CONFIDENTIAL?
A: Yes, your vote is confidential. Only the inspectors of election and
certain employees associated with processing proxy cards and counting
the vote have access to your vote. All comments you direct to
management (whether written on the proxy card or elsewhere) will remain
confidential unless you ask that your name be disclosed.
6. Q: WHAT IS A QUORUM?
A: There were 178,312,630 shares of Comerica's common stock outstanding on
the Record Date. A majority of the outstanding shares, or 89,156,316
shares, present or represented by proxy, constitutes a quorum. A quorum
must exist to conduct business at the annual meeting.
7. Q: HOW DOES VOTING WORK?
A: Directors: If a quorum exists, each director must receive the favorable
vote of a majority of the shares voted, excluding abstentions and
broker non-votes.
Amendments of the Plans: If a quorum exists, each of the proposals to
amend Comerica's 1997 Long-Term Incentive Plan and Management Incentive
Plan must receive the favorable vote of a majority of the shares voted
including abstentions but excluding broker non-votes.
A broker non-vote is a proxy a broker submits that does not indicate a
vote for some or all the proposals because the broker does not have
discretionary voting authority and the broker did not receive
instructions as to how to vote on those proposals.
Comerica will vote properly executed proxies it receives prior to the
meeting in the way you direct. If you do not specify instructions, the
shares represented by those properly executed proxies will be voted to
elect the nominees for Class II Directors and to amend the LTIP and the
MIP. No other matters are currently scheduled to be presented at the
meeting.
An independent third party acts as the inspector of the meeting and the
tabulator of votes.
8. Q: WHO PAYS FOR THE COSTS OF THE MEETING?
A: Comerica pays the cost of preparing and printing the Proxy Statement
and soliciting proxies. Comerica will solicit proxies primarily by
mail, but may also solicit proxies personally and by telephone, the
internet, facsimile or other means. Comerica will use the services of
Georgeson & Company, Inc., a proxy solicitation firm, at a cost of
$9,000 plus out-of-pocket expenses and fees for any special services.
Officers and regular employees of Comerica and its subsidiaries may
also solicit proxies, but they will not receive additional compensation
for soliciting proxies, nor will their efforts result in more than a
minimal cost to Comerica. Comerica also will reimburse banks, brokerage
houses and other custodians, nominees and fiduciaries for their out-of-
pocket expenses for forwarding solicitation materials to beneficial
owners of Comerica's common stock.
9. Q: WHEN ARE THE SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING DUE?
A: All shareholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing to the Corporate
Secretary, Comerica Incorporated, Comerica Tower at Detroit Center, 500
Woodward Avenue, MC 3391, Detroit, Michigan 48226, by December 21,
2001.
Additionally, under Comerica's bylaws, shareholders of Comerica must
provide advance notice to Comerica if they wish to nominate persons for
election as directors or propose items of business at an annual meeting
of Comerica's shareholders. For the 2002 Annual Meeting of
Shareholders, you must deliver this notice no later than the close of
business on February 21, 2002 nor earlier than the close of business on
January 23,
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2002. If, however, Comerica calls the annual meeting of shareholders for
a date that is more than 30 days before or more than 60 days after such
anniversary date, Comerica must receive your notice not earlier than the
close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to
such annual meeting or the 10th day following the day on which Comerica
first made a public announcement of the date of such meeting of
shareholders. If the number of directors to be elected to the Board at
the annual meeting is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the
increased Board at least 100 days prior to the first anniversary of the
immediately preceding year's annual meeting, then Comerica will consider
your notice timely (but only with respect to nominees for any new
positions created by such increase), if Comerica receives your notice no
later than the close of business on the 10th day following the day on
which Comerica first makes such public announcement.
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PROPOSAL I SUBMITTED FOR YOUR VOTE
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS. Comerica's Board of Directors is divided into three
classes with each class of directors elected to a three-year term of office.
There are currently 22 members of the Board of Directors. In July 2000, Comerica
increased the size of its board and filled the vacancies by appointing the
non-employee directors of Comerica Bank, its wholly-owned subsidiary, to the
Comerica Board.
At each annual meeting of shareholders, you elect one class of directors for a
three-year term to succeed the class of directors whose term of office expires
at that meeting. This year you are voting on seven candidates for the Class II
Directors. Based on the recommendation of the Directors Committee, the Board has
nominated for re-election the following individuals, each of whom is a current
Class II Director: James F. Cordes, Peter D. Cummings, Todd W. Herrick, Eugene
A. Miller, William P. Vititoe, Martin D. Walker and Kenneth L. Way. Each of the
nominees has consented to his nomination and has agreed to serve as a director
of Comerica if elected.
If any director is unable to stand for re-election, Comerica may vote the shares
to elect any substitute nominees recommended by the Directors Committee. If the
Directors Committee does not recommend any substitute nominees, the number of
directors to be elected at the annual meeting may be reduced by the number of
nominees who are unable to serve.
Further information regarding the Board and these nominees begins directly
below.
COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE DIRECTORS.
INFORMATION ABOUT NOMINEES AND INCUMBENT DIRECTORS
The following tables provide information about each nominee for re-election as a
Class II Director and for each of the Class I and Class III Directors whose term
of office will continue after the meeting.
NOMINEES FOR CLASS II DIRECTORS -- TERMS EXPIRING IN 2004
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(1) SINCE(2)
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James F. Cordes................ 60 Retired; Executive Vice President, The Coastal 1984
Corporation (diversified energy company) (until March
1997); President, American Natural Resources Company
(diversified energy company) (until March 1997).
Peter D. Cummings.............. 53 Chairman, Peter D. Cummings & Associates, Inc. (a 1997(3)(4)
private real estate management and development
company).
Todd W. Herrick................ 58 President and Chief Executive Officer, Tecumseh 1993(3)
Products Company (manufacturer of engines and power
train components for lawn and garden applications);
Director, Tecumseh Products Company.
Eugene A. Miller............... 63 Chairman, President and Chief Executive Officer (since 1979
June 1999), Chairman and Chief Executive Officer (June
1993-June 1999), Comerica Incorporated; Chairman and
Chief Executive Officer (June 1992-June 1999) Comerica
Bank; Director, DTE Energy Company and The Detroit
Edison Company.
William P. Vititoe............. 62 Retired; Chairman, President and Chief Executive 1983(3)
Officer, Washington Energy Company(January
1994-December 1997); Director, Cabot Oil & Gas.
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PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(1) SINCE(2)
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Martin D. Walker............... 68 Principal, MORWAL Investments (a private investment 1979
group); Chairman and Chief Executive Officer (October
1998-June 1999 and September 1986-December 1996);
Chairman, M.A. Hanna Company (international specialty
chemicals)(December 1996-June 1997); Director, Lexmark
International, Inc., Textron, Inc., The Goodyear Tire
& Rubber Company, The Timken Company and Arvin
Meritor, Inc.
Kenneth L. Way................. 61 Chairman (since October 1, 2000), Chairman and Chief 1986(5)
Executive Officer (until September 30, 2000), Lear
Corporation (manufacturer of automotive components);
Director, CMS Energy Corporation, WESCO International
Inc. and Cardinal Health, Inc.
INCUMBENT CLASS I DIRECTORS -- TERMS EXPIRING IN 2003
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(1) SINCE(2)
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Lillian Bauder................. 61 Vice President, Corporate Affairs, Masco Corporation 2000(3)
(manufacturer of diversified household and consumer
products)(since October 1996); President and Chief
Executive Officer, Cranbrook Educational Community
(October 1984-October 1996).
Anthony F. Earley, Jr. ........ 51 Chairman and Chief Executive Officer (since August 1998(3)
1998), President and Chief Operating Officer, DTE
Energy, Inc. (March 1995-July 1998); Director, Plug
Power Inc.
Max M. Fisher.................. 92 Investor; Director, Sotheby's Holdings, Inc. 1963(4)(6)
David Baker Lewis.............. 56 Chairman (since November 1982), Lewis & Munday, PC; 1995(3)
Director, TRW, Inc.
John D. Lewis.................. 52 Vice Chairman, (since January 1994 and January 1990- 1994 and
June 1992), Executive Vice President (June 1992- 1989-1992
January 1994), Comerica Incorporated; Vice Chairman
(since March 1995 and January 1990-June 1992),
Comerica Bank.
John W. Porter................. 69 Chief Executive Officer, Urban Education Alliance, 1988(3)
Inc. (educational consulting company).
Howard F. Sims................. 66 Chairman and Member, SDG Associates, P.L.L.C. 1981
(architectural, engineering and planning firm);
Chairman and CEO, The SVA Group, Inc.; Member, SV
Associates, L.L.C.; Director, MCN Energy Group Inc.
Robert S. Taubman.............. 47 President and Chief Executive Officer, The Taubman 1987(3)
Company; President and Chief Executive Officer,
Taubman Centers, Inc.; Director, Sotheby's Holdings,
Inc. and FashionMall.com.
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INCUMBENT CLASS III DIRECTORS -- TERMS EXPIRING IN 2002
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(1) SINCE(2)
- -------------------------------------------------------------------------------------------------------------
J. Philip DiNapoli............. 61 President, JP DiNapoli Companies Inc.; Managing 1991
Partner, Real Estate Division of DiNapoli family
holdings; Director, SJW Corporation.
Roger Fridholm................. 60 President, St. Clair Group (a private investment 1985(3)
company)(since January 1991); President, IPG Services
Corp. (since November 1994); President, MSX
International (May 1998-June 2000); Director, MCN
Energy Group, Inc.
Wayne B. Lyon.................. 68 Chairman (since February 21, 2000), Chairman, Chief 1986
Executive Officer and President (from August 1996 to
February 2000) LifeStyle Furnishings International
Ltd. (manufacturer of residential furniture,
decorative home furnishings and fabrics); President
and Chief Operating Officer, Masco Corporation (until
August 1996); Director, Masco Corporation and Emco
Limited.
Alfred A. Piergallini.......... 54 President and Chief Executive Officer, Novartis 1991
Consumer Health Worldwide (since December 1999);
President and Chief Executive Officer, Novartis
Consumer Health North America (since February 1999);
Vice Chairman, President and Chief Executive Officer,
Gerber Products Company (until February 1999);
Director, Gerber Products Company.
Heinz C. Prechter.............. 59 Chairman, Prechter Holdings (automotive, hospitality 1987(3)
and newspaper businesses); Director, Exide
Corporation.
Patricia M. Wallington......... 62 President, CIO Associates (since December 1999); 1998
Retired (December 1998-December 1999); Vice President
and Chief Information Officer, Xerox Corporation
(manufacturer of digital document technology) (until
December 1998); Member, Compaq Board of Advisors.
Gail L. Warden................. 62 President and Chief Executive Officer, Henry Ford 1998(3)
Health System.
- ------------------------------
(1) This column includes principal occupations and employment with Comerica and
Comerica Bank, a wholly-owned subsidiary of Comerica.
(2) Except as noted in a separate footnote below, this column represents the
year each nominee or incumbent director became a director of Comerica or of
Manufacturers National Corporation, which merged with Comerica on June 18,
1992 (or their subsidiaries).
(3) The year the named individual became a director of Comerica Bank, a wholly
owned subsidiary of Comerica. This individual became a director of Comerica
in July 2000.
(4) Mr. Cummings is the son-in-law of Mr. Fisher.
(5) The year Mr. Way became a director of Comerica Bank. Mr. Way became a
director of Comerica in 1998.
(6) The year Mr. Fisher became a director of Manufacturers Bank, National
Association. Mr. Fisher became a director of Manufacturers National
Corporation in 1973, which merged with Comerica on June 18, 1992.
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COMMITTEES AND MEETINGS OF DIRECTORS
The Board has several committees, as set forth in the following chart and
described below. The current term of the various committees is May 2000 to May
2001.
COMMITTEE ASSIGNMENTS
MAY 2000 -- MAY 2001
AUDIT & PUBLIC
LEGAL COMPENSATION DIRECTORS EXECUTIVE RESPONSIBILITY
- ------------------------------------------------------------------------------------------------------------------------
1. Bauder, Lillian 1. Fisher, Max M. 1. Bauder, Lillian 1. Miller, Eugene A. 1. Fridholm, Roger
2. DiNapoli, J.
2. DiNapoli, J. Philip 2. Lyon, Wayne B. Philip Plus 5 outside 2. Porter, John W.
directors
3. Vititoe, P. William 3. Piergallini, Alfred A. 3. Prechter, Heinz C. 3. Warden, Gail L.
4. Walker, Martin D. 4. Walker, Martin D. 4. Sims, Howard F. 4. Miller, Eugene A.
5. Way, Kenneth L.
TRUST &
INVESTMENT RISK ASSET
- --- -------------------------------------------------
1. Cummings, Peter D. 1. Cordes, James F.
2. Lewis, David Baker 2. Earley, Anthony F.
3. Wallington,
Patricia 3. Herrick, Todd W.
4. Miller, Eugene A. 4. Taubman, Robert S.
5. Miller, Eugene A.
Listed in italics = Chairman
EXECUTIVE COMMITTEE. This committee can exercise the authority, powers and
duties of the Board in managing the business and affairs of Comerica between
meetings of the Board, if necessary. In the event that the committee convenes,
the committee's members are Mr. Miller and a minimum of any five non-employee
directors who are available at the time. The Executive Committee did not meet
during 2000 because it was not necessary. The Board or other appropriate
committees managed Comerica's business and affairs during 2000.
AUDIT AND LEGAL COMMITTEE. As provided in its written charter, this committee
includes members, all of whom are outside directors, who meet the independence
and experience requirements of applicable rules of the New York Stock Exchange.
This committee is responsible for review and recommendations regarding
Comerica's significant litigation, the review of programs and procedures
designed to avoid conflicts of interest and to promote compliance with laws,
regulations and corporate policy and the investigations of any suspected
improprieties, as well as matters referred to in this Proxy Statement under
"Audit and Legal Committee Report." The Audit and Legal Committee met four times
in 2000. A copy of its charter, which was last amended on May 19, 2000, is
attached to this Proxy Statement as APPENDIX I.
COMPENSATION COMMITTEE. This committee establishes Comerica's executive
compensation policies and programs, administers Comerica's 401(k), stock,
incentive and deferral plans and monitors compliance with laws and regulations
applicable to the documentation and administration of Comerica's employee
benefit plans. The Compensation Committee met five times in 2000.
DIRECTORS COMMITTEE. This committee monitors the effectiveness of the Board.
Among its various duties, this committee reviews and recommends Board members,
develops and administers performance criteria for members of the Board, and
establishes the size of the Board, its committee structure and assignments, and
the conduct and frequency of Board meetings. The committee also administers
Comerica's Stock Option Plan for Non-Employee Directors (excluding the
provisions for discretionary grants under the plan) and Comerica's Stock Option
Plan for Non-Employee Directors of Comerica's affiliated banks. The Directors
Committee met once during 2000.
PUBLIC RESPONSIBILITY COMMITTEE. This committee monitors Comerica's, and its
subsidiaries, performance under the Community Reinvestment Act and Affirmative
Action. The committee also monitors Comerica's social responsibilities including
its customer needs, community relations, charitable contributions, consumer
issues and Minority Supplier Program. The Public Responsibility Committee met
twice during 2000.
TRUST AND INVESTMENT COMMITTEE. This committee administers Comerica's fiduciary
responsibilities and provides general supervision of the exercise of fiduciary
and other business investment
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responsibilities. Among its various responsibilities this committee monitors the
operation and performance of common trust funds and collective funds. This
committee also approves the designation of other banks not affiliated with
Comerica as depositories of funds awaiting investment or other disposition. The
Trust and Investment Committee met twice during 2000.
RISK ASSET QUALITY REVIEW COMMITTEE. This committee reviews Comerica's credit
policies and promotes the use of sound operating procedures for credit
administration throughout the various affiliates of Comerica. Among its various
duties, this committee reviews Comerica's credit quality statistics and reserve
levels, and annually approves financial policies. The Risk Asset Quality Review
Committee met four times in 2000.
BOARD AND COMMITTEE MEETINGS. There were six regular and two special meetings of
the Board and eighteen meetings of the various committees of the Board during
2000. All director nominees and incumbent directors who are standing for
re-election attended at least seventy-five percent of the aggregate number of
meetings held by the Board and by all the committees of the Board on which the
respective directors served.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
No member of the Compensation Committee was a former officer or is a current
officer or employee of Comerica or any of its subsidiaries. Eugene A. Miller,
Chairman, President and Chief Executive Officer of Comerica, serves on a
Compensation Committee of DTE Energy, Inc. Anthony F. Earley, Jr., a director of
Comerica, is Chairman and Chief Executive Officer of DTE Energy, Inc. The
Compensation Committee of DTE Energy, Inc., on which Mr. Miller serves, does not
determine the compensation of Mr. Earley. Ralph W. Babb, Jr., Vice Chairman and
Chief Financial Officer of Comerica, serves on the Governance and Executive
Compensation Committee of Tecumseh Products Company. Todd W. Herrick, a director
of Comerica, is President and Chief Executive Officer of Tecumseh Products
Company.
COMPENSATION OF DIRECTORS
FEES. Directors who are employees of Comerica do not receive additional
compensation for their service on the Board and its committees. During 2000,
non-employee directors received an annual retainer of $50,000. Comerica requires
non-employee directors to defer at least fifty percent of their annual retainer
under a deferred compensation plan. The compensation deferred earns a return
based on the return of Comerica common stock. At the end of the deferral period,
Comerica pays the deferred compensation to the directors in Comerica common
stock. The chairman of each committee received an additional annual retainer of
$5,000. Comerica also reimburses directors for all expenses incurred for the
purpose of attending Board and committee meetings.
STOCK OPTION PLAN. Comerica has a stock option plan for non-employee directors,
under which a total of 375,000 shares of common stock may be issued as options.
On the date of Comerica's Annual Meeting of Shareholders, Comerica grants each
non-employee director an option to purchase 2,000 shares of common stock of
Comerica. The Directors Committee has recommended an increase in the size of the
option grants from 2,000 to 2,500. If approved at the meeting of the Board of
Directors to be held on May 22, 2001, the non-employee directors will receive
options to purchase 2,500 shares of common stock of Comerica on that date. The
exercise price of each option is the fair market value of each share of common
stock on the date the option is granted. Options are exercisable one year after
the date of the grant and expire ten years after the grant date. As of March 28,
2001, there were outstanding options for 65,000 shares of common stock, at a
weighted average exercise price of $44.87, and with expiration dates ranging
from May 19, 2005 to May 19, 2010.
8
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Comerica also has a stock option plan for non-employee directors of its
affiliated banks (the "Bank Directors' Option Plan"), under which a total of
450,000 shares of common stock of Comerica may be issued as options. Any current
Comerica director who previously was a non-employee directors of an affiliated
bank received options under the Bank Directors' Option Plan. As of March 28,
2001, under the Bank Directors' Option Plan there were outstanding options for
267,500 shares of common stock, at a weighted average exercise price of $47.58,
and with expiration dates ranging from May 19, 2005 to May 19, 2010. Information
relating to options held by the directors in the table captioned "Security
Ownership of Management" include options granted under the Comerica plan and the
Bank Directors' Option Plan. .
INSURANCE. Comerica provides a $150,000 business travel, accidental death and
dismemberment insurance benefit for each non-employee director and maintains
directors' and officers' liability insurance with a total limit of $60 million.
The following companies participate: Lloyds of London, Financial Institution
Risk Retention Group, Federal Insurance Company (a member of the Chubb Group),
and Executive Risk, Inc.
RETIREMENT PLANS FOR DIRECTORS
Until May 15, 1998, Comerica and Comerica Bank, its wholly-owned subsidiary,
each had a retirement plan for non-employee directors who served at least five
years on the Board. The plans terminated on May 15, 1998, and benefit accrual
under the plans froze on the same date. Any non-employee director of either
Comerica or Comerica Bank, who, on May 15, 1998, had completed at least five
years of service as a director, has vested benefits under the plans. Any
director who was a non-employee director on May 15, 1998, but had not completed
five years of service as of that date, will earn credit for years of service on
the respective board of directors after May 15, 1998, but only for vesting
purposes. Any director who becomes a non-employee director of either Comerica or
Comerica Bank, on or after May 15, 1998 is not eligible to participate in the
plans. The non-employee directors who became members of the Board of Comerica in
the year 2000, but who became directors of Comerica Bank prior to May 15, 1998,
are covered by the Comerica Bank retirement plan.
Benefits under the plans become payable when the director reaches age 65 or
retires from the board, whichever occurs later. Payments may commence prior to
the director's 65th birthday if he or she retires from the Board due to illness
or disability.
Under the plans, Comerica or Comerica Bank, as appropriate, accrued one month of
retirement income credit for each month of service as of May 15, 1998, up to a
maximum of one hundred twenty months, on behalf of each eligible director. Upon
retirement, an eligible director receives a monthly retirement benefit equal to
one-twelfth of the annual retainer fee in effect for directors as of May 15,
1998. The eligible director receives retirement benefits for the total number of
months, as of May 15, 1998, the director has accrued retirement income credit,
but payments terminate upon the director's death.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The SEC requires that Comerica provide information about any shareholder who
beneficially owns more than 5% of Comerica's common stock. The following table
provides the required information about the only shareholders known to Comerica
to be the beneficial owner of more than 5% of Comerica's common stock. Comerica
relied solely on information FMR Corp. and Putnam Investments, LLC furnished in
their most recently filed amendments to Schedule 13G, both dated February 13,
2001, to report this information.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 2000
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
------------------- ----------------------- --------
FMR Corp. 15,658,837(1)(2) 9.99%
82 Devonshire Street
Boston, Massachusetts 02109
Putnam Investments, LLC 12,450,604(3)(4) 7.9%
One Post Office Square
Boston, Massachusetts 02109
- -------------------------
(1) This number includes 15,310,081 shares Fidelity Management & Research
Company ("FMRC") owns as investment adviser, 330,872 shares Fidelity
Management Trust Company ("FTMC") owns beneficially as investment manager to
certain institutional accounts, and 17,884 shares Fidelity International
Limited ("FIL") owns beneficially as investment adviser.
(2) FMR Corp., Edward C. Johnson, Chairman of FMR Corp., and FMRC each has sole
power to dispose of the shares FMRC owns, but sole power to vote or direct
the voting of such shares resides in the board of trustees of FMRC. FMR
Corp. and Mr. Johnson each has sole dispositive power over all shares FMTC
owns, sole power to vote 225,072 of such shares and no power to vote the
remaining 105,800 shares. FIL has sole voting and dispositive power over all
shares it owns.
(3) Putnam Investments, LLC ("PIL") shares dispositive power with respect to
these shares of Comerica common stock and shares voting power for 558,105
shares. Putnam Investments Management, LLC ("PIML") shares dispositive power
with respect to 10,922,883 of these shares and does not have voting power
with respect to any. The Putnam Advisory Company, LLC ("TPACL") shares
dispositive power with respect to 1,527,721 of these shares and shares
voting power for 558,105 shares of Comerica common stock.
(4) PIL is a wholly-owned subsidiary of Marsh McLennan Companies, Inc., and owns
PIML and TPACL, both of whom are registered investment advisers. PIML and
TPACL share dispositive power over the shares of Comerica common stock, as
described above, and the trustees of the respective mutual funds have voting
power.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table contains information about the number of shares of
Comerica's common stock Comerica's incumbent directors, nominees and the
officers named in the Summary Compensation Table presented in this Proxy
Statement (the "named executive officers"), beneficially own (including all
incumbent directors, nominees and executive officers as a group). The number of
shares each individual beneficially owns includes shares over which the person
shares voting power or investment power and also any shares which the individual
can acquire by May 27, 2001 (60 days after the Record Date), through the
exercise of any stock option or other right. Unless indicated otherwise, each
individual has sole investment and voting power (or shares those powers with his
or her spouse) with respect to the shares listed in the table.
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
------------------------ ----------------------- --------
Lillian Bauder 21,399(1)(14)
Ralph W. Babb, Jr. 161,108(2) *
Joseph J. Buttigieg, III 196,249(3) *
James F. Cordes 551,293(4)(14) *
Peter D. Cummings 51,017(5)(14)
J. Philip DiNapoli 318,976(6)(14) *
Anthony F. Earley, Jr. 5,853(7)(14)
Max M. Fisher 2,607,514(6)(8)(14) 1.5%
J. Michael Fulton 135,615(9) *
Roger Fridholm 37,908(6)(14)
Todd W. Herrick 12,790(6)(14)
David Baker Lewis 11,397(6)(14)
John D. Lewis 350,272(10) *
Wayne B. Lyon 57,855(6)(14) *
Eugene A. Miller 943,003(11) *
Alfred A. Piergallini 48,321(6)(14) *
John W. Porter 24,902(6)(14)
Heinz C. Prechter 18,628(6)(14)
Howard F. Sims 20,930(6)(14) *
Robert S. Taubman 14,727(6)(14)
William P. Vititoe 15,594(6)(14)
Martin D. Walker 27,087(6)(14) *
Patricia M. Wallington 4,702(12)(14) *
Gail L. Warden 9,137(13)(14)
Kenneth L. Way 12,349(5)(14) *
Directors, nominees and executive
officers as a group (27 people) 5,338,659(15)(16) 3.0%
- ------------------------------
* Represents holdings of less than one percent of Comerica's common stock.
(1) Includes currently exercisable options to purchase 7,500 shares of common
stock of Comerica and options to purchase 2,000 shares of common stock of
Comerica which will become exercisable by May 27, 2001. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.
(2) Includes 10,500 shares of common stock of Comerica which the named
executive will forfeit if he does not remain an employee for the period
Comerica requires (typically 5 years) ("restricted stock"), and options to
purchase 119,000 shares of common stock of Comerica, which Comerica granted
to Mr. Babb under Comerica's Long-Term Incentive Plan.
(3) Includes 10,500 shares of restricted stock and options to purchase 144,575
shares of Comerica, which Comerica granted to Mr. Buttigieg under
Comerica's Long-Term Incentive Plan.
(4) Includes currently exercisable options to purchase 4,500 shares of common
stock of Comerica and options to purchase 2,000 shares of common stock of
Comerica which will become exercisable by May 27, 2001. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.
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(5) Includes currently exercisable options to purchase 4,500 shares of common
stock of Comerica and options to purchase 2,000 shares of common stock of
Comerica which will become exercisable by May 27, 2001. Comerica granted
the options under Comerica's Stock Option Plan for Non-Employee Directors.
(6) Includes currently exercisable options to purchase 7,500 shares of common
stock of Comerica and options to purchase 2,000 shares of common stock of
Comerica which will become exercisable by May 27, 2001. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.
(7) Includes currently exercisable options to purchase 3,000 shares of common
stock of Comerica and options to purchase 2,000 shares of common stock of
Comerica which will become exercisable by May 27, 2001. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.
(8) Includes 661,932 shares owned by a corporation and 12,246 shares owned by
Mr. Fisher as a trustee. Mr. Fisher shares voting and investment powers
over these shares and disclaims beneficial ownership of them. The shares
shown for Mr. Fisher do not include 147,243 shares owned by members of his
family and shares held in trust for their benefit. Mr. Fisher does not
beneficially own these shares under the rules of the SEC. Mr. Fisher's
ownership combined with the ownership of these family members totals
2,754,212 shares.
(9) Includes 9,500 shares of restricted stock and options to purchase 103,288
shares of Comerica, which Comerica granted to Mr. Fulton under Comerica's
Long-Term Incentive Plan.
(10) Includes 10,500 shares of restricted stock and options to purchase 269,275
shares of common stock of Comerica, which Comerica granted to Mr. Lewis
under Comerica's Long-Term Incentive Plan.
(11) Includes 14,000 shares of restricted stock and options to purchase 605,050
shares of common stock of Comerica, which Comerica granted to Mr. Miller
under Comerica's Long-Term Incentive Plan. The shares shown for Mr. Miller
also include 15,000 shares owned by Mr. Miller's spouse as trustee, 714
shares owned jointly by Mr. Miller and his son and 450 shares owned jointly
by Mr. Miller and his daughter. Mr. Miller disclaims beneficial ownership
of the shares owned by his spouse as trustee, and the shares he owns
jointly with his son and daughter.
(12) Includes currently exercisable options to purchase 1,500 shares of common
stock of Comerica and options to purchase 2,000 shares of common stock
options to purchase common stock of Comerica, which will become exercisable
by May 27, 2001. Comerica granted these options under Comerica's Stock
Option Plan for Non-Employee Directors.
(13) Includes currently exercisable options to purchase 5,786 shares of common
stock of Comerica and options to purchase 2,000 shares of common stock of
Comerica which will become exercisable by May 27, 2001. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.
(14) Includes the following number of shares deemed invested in Comerica common
stock under a deferred compensation plan which requires non-employee
directors to defer at least 50% of their annual retainer: Lillian Bauder,
6,036 shares; James F. Cordes, 1,457 shares; Peter D. Cummings, 2,286
shares; J. Philip DiNapoli, 1,325 shares; Anthony F. Earley, Jr., 353
shares; Max M. Fisher, 1,754 shares; Roger Fridholm, 2,308 shares; Todd W.
Herrick, 363 shares; David Baker Lewis, 397 shares; Wayne B. Lyon, 2,915
shares; Alfred A. Piergallini, 1,321 shares; John W. Porter, 402 shares;
Heinz C. Prechter, 2,268 shares; Howard F. Sims, 1,873 shares; Robert S.
Taubman, 367 shares; William P. Vititoe, 367; Martin D. Walker, 2,915
shares; Patricia M. Wallington, 1,202 shares; Gail L. Warden, 367 shares;
and Kenneth L. Way, 2,651 shares.
(15) Includes 71,000 shares of restricted stock and 1,414,791 options to
purchase shares of Comerica's common stock beneficially owned by incumbent
directors, nominees and executive officers as a group. Comerica granted
these options under Comerica's Long-Term Incentive Plan, option plans of
Manufacturers National Corporation and Comerica's Stock Option Plan for
Non-Employee Directors. Pursuant to the terms of the merger agreement with
Manufacturers National Corporation, Comerica agreed to issue its stock in
satisfaction of options issued under the option plans of Manufacturers
National Corporation.
(16) Consists of twenty non-employee directors and nominees and seven current
executive officers, including two of whom are employee directors.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that Comerica's
directors, executive officers and persons who own more than ten percent of a
registered class of Comerica's equity securities file reports of stock ownership
and any subsequent changes in stock ownership with the SEC and the New York
Stock Exchange not later than specified deadlines. Based solely on its review of
the copies of such forms received by it, or written representations from certain
reporting persons, Comerica believes that, during the year ended December 31,
2000, each of its executive officers, directors and greater than ten percent
shareholders complied with all such applicable filing requirements.
TRANSACTIONS OF DIRECTORS AND
EXECUTIVE OFFICERS WITH COMERICA
The incumbent directors, director nominees and executive officers of Comerica,
their related entities, and members of their immediate families were customers
of and had transactions (including loans and loan commitments) with banking
affiliates of Comerica during 2000. Comerica made all loans and commitments in
the ordinary course of business, on substantially the same terms (including
interest rates and collateral) as those prevailing at the time for comparable
transactions with other persons not affiliated with Comerica or its
subsidiaries, and the transactions did not involve more than the normal risk of
collection or present other unfavorable features. All loan transactions
presently in effect with any incumbent director, nominee, executive officer or
related entity are current as of the date of this Proxy Statement.
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EXECUTIVE OFFICERS
The following table provides information about persons who were Comerica's
executive officers during the fiscal year ended December 31, 2000 as well as the
current fiscal year. The executive officers in the year 2000 were the Chairman,
President and Chief Executive Officer, Vice Chairmen, Executive Vice Presidents,
Chief Accounting Officer and other officers designated by Comerica's Board. The
Board has determined that the officers who are in charge of principal business
units, divisions or functions, and officers of Comerica or its subsidiaries who
perform significant policy making functions for Comerica are currently the
Chairman, President and Chief Executive Officer, Vice Chairmen, the General
Counsel, the Chief Information Officer and the Chief Accounting Officer, being
Messrs. Miller, Babb, Buttigieg, Lewis, Madison, Beran and Elenbaas.
AGE
AS OF EXECUTIVE
APRIL 20, FIVE-YEAR OFFICER
NAME 2001 BUSINESS EXPERIENCE(1) SINCE
- -------------------------------------------------------------------------------------------------------------
Ralph W. Babb, Jr. ............ 52 Vice Chairman (since March 1999) and Chief Financial 1995
Officer (since June 1995), Executive Vice President
(June 1995-March 1999), Comerica Incorporated and
Comerica Bank.
John R. Beran.................. 48 Executive Vice President and Chief Information 1995
Officer (since May 1995), Comerica Incorporated and
Comerica Bank.
Joseph J. Buttigieg, III....... 55 Vice Chairman (since March 1999) Comerica 1992
Incorporated and Comerica Bank; Executive Vice
President (June 1995-March 1999) Comerica
Incorporated; Executive Vice President (since June
1992), Comerica Bank.
Richard A. Collister........... 56 Executive Vice President, Comerica Incorporated and 1992
Comerica Bank.
Marvin J. Elenbaas............. 49 Senior Vice President, Controller and Chief 1997
Accounting Officer (since March 1998); First Vice
President, Controller and Chief Accounting Officer
(until March 1998); First Vice President (from June
1992 until October 1997), Comerica Incorporated and
Comerica Bank.
George C. Eshelman............. 48 Executive Vice President, Comerica Incorporated and 1994
Comerica Bank.
J. Michael Fulton.............. 52 Executive Vice President (since May 1997), Comerica 1993
Incorporated; President and Chief Executive Officer
(since July 1993), Comerica Bank-California.
Dale E. Greene................. 54 Executive Vice President (since March 1996), Senior 1996
Vice President (until March 1996), Comerica Bank.
Charles L. Gummer.............. 54 Executive Vice President (since May 1997), Comerica 1992
Incorporated; President and Chief Executive Officer,
Comerica Bank-Texas.
John R. Haggerty............... 57 Executive Vice President, Comerica Incorporated and 1994
Comerica Bank.
Thomas R. Johnson.............. 57 Executive Vice President, Comerica Incorporated. 1992
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AGE
AS OF EXECUTIVE
APRIL 20, FIVE-YEAR OFFICER
NAME 2001 BUSINESS EXPERIENCE(1) SINCE
- -------------------------------------------------------------------------------------------------------------
John D. Lewis.................. 52 Vice Chairman (since January 1994 and January 1988
1990-June 1992), Executive Vice President (June
1992-January 1994), Comerica Incorporated; Vice
Chairman (since March 1995 and January 1990-June
1992), Comerica Bank.
Judith S. Love................. 44 Senior Vice President, Finance (since April 1999), 1999
Senior Vice President, Real Estate, General Services
and Commercial Loan Operations (April 1998-April
1999); Project Director, Phase III -- Direction 2000
(September 1996-April 1998), Comerica Incorporated;
Senior Vice President, Middle Market Lending (April
1995-September 1996), Comerica Bank.
George W. Madison.............. 47 Executive Vice President, General Counsel and 1997
Corporate Secretary (since January 1997), Comerica
Incorporated; Executive Vice President, General
Counsel, Corporate Secretary and Cashier (since
January 1997), Comerica Bank; Partner (January
1989-January 1997), Mayer, Brown & Platt (law firm).
Ronald P. Marcinelli........... 51 Executive Vice President, Comerica Incorporated and 1995
Comerica Bank.
Eugene A. Miller............... 63 Chairman, President and Chief Executive Officer 1978
(since June 1999), Comerica Incorporated and Comerica
Bank; Chairman and Chief Executive Officer, (June
1993 to June 1993 Comerica Incorporated; Chairman and
Chief Executive Officer Chief Executive Officer (June
1992-June 1999), Comerica Bank.
Thomas D. Ogden................ 52 Senior Vice President, Credit Administration (since 1999
May 1999), Comerica Incorporated and Comerica Bank;
Senior Vice President, Treasury Management (June
1995-April 1999); Senior Vice President, Michigan
Corporate Banking (January 1992-June 1995) Comerica
Bank.
David B. Stephens.............. 55 Executive Vice President, Comerica Incorporated and 1994
Comerica Bank.
James R. Tietjen............... 41 Senior Vice President and General Auditor (since 1995
January 1995), Comerica Incorporated.
- ------------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of Comerica and of Manufacturers National Corporation.
Comerica Bank, Comerica Bank-California and Comerica Bank-Texas are
wholly-owned subsidiaries of Comerica.
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COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of the five officers of Comerica
(the "named executive officers") who were executive officers as of the end of
the fiscal year ended December 31, 2000 and received the highest compensation
during such fiscal year, and includes their compensation for the fiscal years
ended December 31, 1999 and December 31, 1998.
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ---------------------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES
OTHER STOCK UNDERLYING LTIP ALL OTHER
ANNUAL AWARD(S) OPTIONS PAYOUTS COMPENSATION
FISCAL SALARY BONUS COMPENSATION (1)(2) (3)(4) (5) (6)(7)
NAME AND PRINCIPAL POSITION YEAR $ $ $ $ (#) $ $
--------------------------- ------ ------ ----- ------------ ---------- ---------- ------- ------------
Eugene A. Miller 2000 870,000 1,392,000 10,939 581,000 115,000 348,000 37,267
Chairman of the Board,
President 1999 810,000 1,270,100 12,286 0 75,000 349,900 38,202
and Chief Executive Officer 1998 750,000 1,200,000 10,247 0 75,000 300,000 32,586
Comerica Incorporated and
Comerica Bank
John D. Lewis 2000 455,000 637,000 9,062 311,250 75,000 183,325 15,490
Vice Chairman, Comerica 1999 430,000 589,960 8,836 0 50,000 188,933 14,815
Incorporated and Comerica Bank 1998 410,000 574,000 7,936 207,000 50,000 166,777 13,788
Ralph W. Babb, Jr. 2000 430,000 602,000 12,750 311,250 75,000 153,313 17,206
Vice Chairman and Chief 1999 375,000 496,125 14,937 0 40,000 141,826 16,081
Financial Officer, Comerica 1998 340,000 408,000 17,550 207,000 25,000 117,233 14,985
Incorporated and Comerica Bank
Joseph J. Buttigieg, III 2000 405,000 567,000 8,051 311,250 75,000 143,329 10,509
Vice Chairman, 1999 350,000 463,050 7,917 0 40,000 128,338 9,216
Comerica Incorporated and 1998 315,000 378,000 7,737 207,000 25,000 101,681 7,877
Comerica Bank
J. Michael Fulton 2000 323,658 387,600 6,631 145,250 18,000 106,506 14,216
Executive Vice President,
Comerica 1999 305,000 358,700 6,631 0 25,000 96,847 13,017
Incorporated President and
Chief 1998 290,000 300,000 8,201 207,000 25,000 72,523 11,020
Executive Officer, Comerica
Bank -- California
LTIP = long-term incentive plan
(1) The value of the 1998 and the 2000 restricted stock award is calculated
based on the price of Comerica's common stock of $69.00 and $41.50,
respectively, on the grant date. In addition, as of December 31, 2000, each
of the named executive officers held the following number of shares of
common stock ("restricted stock"), which the named executive officer will
forfeit if he does not remain an employee for the term established by
Comerica: Eugene A. Miller, 14,000 shares with a market value of $831,250;
John D. Lewis, 10,500 shares with a market value of $623,438; Ralph W. Babb
Jr., 10,500 shares with a market value of $623,438; Joseph J. Buttigieg,
III, 10,500 shares with a market value of $623,438; J. Michael Fulton, 9,500
shares with a market value of $564,063. Comerica calculated the market value
using the closing price of Comerica's common stock of $59.375 per share on
December 29, 2000, the last trading date prior to December 31, 2000. The
market value does not give effect to any diminution in value due to the
restrictions on this stock.
(2) Comerica pays dividends on restricted stock at the same rate and on the same
terms that it pays dividends on its common stock.
(3) Comerica has never granted stock appreciation rights under Comerica's
Long-Term Incentive Plan.
(4) Numbers reflect the 1998 "3 for 2" stock split.
(5) Amounts in this column represent incentive awards based on Comerica's
average return on equity performance for a three-year period from 1998
through 2000. Comerica pays the award to each of the named executive
officers in cash and fifty percent of the award automatically invested in
shares of non-transferable common stock. If the participant defers the
award, one hundred percent of deferred awards are deemed invested in
Comerica common stock and are paid out in common stock. Executives may not
transfer stock awarded through this program until the executive's employment
with Comerica terminates ("non-transferable stock"). On March 27, 2001,
Eugene A. Miller received 5,797 shares of non-transferable stock pursuant to
his 2000 incentive award, which number of shares Comerica calculated using a
market price of $60.03 on that date. On March 9, 2001, each of the named
executive officers received shares of non-transferable stock pursuant to
their 2000 incentive awards: John D. Lewis, 2,876 shares; Ralph W. Babb Jr.,
2,405 shares; Joseph J. Buttigieg, III, 1,124 shares; J. Michael Fulton, 835
shares. Comerica calculated the number of shares to be awarded using a
market price of $63.47 on that date.
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(6) Amounts for 2000 for each of the named executive officers include a $1,000
matching contribution and a $3,947 performance match under Comerica's 401(k)
plan. Amounts for 2000 also include life insurance premiums paid by Comerica
for the benefit of the named executive officers (Eugene A. Miller, $27,320;
John D. Lewis, $10,543; Ralph W. Babb, Jr., $7,259; Joseph J. Buttigieg,
III, $5,562; J. Michael Fulton, $4,269).
(7) Amounts for 2000 for each of the named executive officers include Employee
Stock Purchase Plan matching contributions for the following named executive
officers in the amount set forth opposite such officer's name (Quarterly
Match: Eugene A. Miller, $3,750; Ralph W. Babb, Jr., $3,750; J. Michael
Fulton, $3,750. Retention Match: Eugene A. Miller, $1,250; Ralph W. Babb,
Jr., $1,250; J. Michael Fulton, $1,250). All participants in the Employee
Stock Purchase Plan are eligible to receive matching contributions.
The following table provides information on stock options Comerica granted in
2000 to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR(1)
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
FOR OPTION TERM(3)
- ------------------------------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED(2) YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- ---------- ------------- ----------- ---------- ------ ------ -------
Eugene A. Miller 115,000 5.02% 41.50 3/17/10 0 3,001,400 7,606,136
John D. Lewis 75,000 3.27% 41.50 3/17/10 0 1,957,435 4,960,523
Ralph W. Babb, Jr. 75,000 3.27% 41.50 3/17/10 0 1,957,435 4,960,523
Joseph J. Buttigieg, III 75,000 3.27% 41.50 3/17/10 0 1,957,425 4,960,523
J. Michael Fulton 18,000 0.79% 41.50 3/17/10 0 469,784 1,190,526
(1) Comerica has never granted stock appreciation rights under Comerica's
Long-Term Incentive Plan.
(2) This column represents the number of options granted to each named executive
officer in 2000. These options have a ten year term and become exercisable
annually in 25% increments, beginning on January 19, 2001. The exercise
price is equal to the fair market value of the shares covered by each option
on the date each option was granted.
(3) Amounts in these columns represent the potential value which a holder of the
option may realize at the end of the option's term assuming the annual rates
of growth in the above columns. The value of the options has not been
discounted to reflect present values. These amounts are not intended to
forecast possible future appreciation, if any, of Comerica's stock price.
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The following table provides information concerning the exercise of stock
options by the named executive officers during the last fiscal year and the
value of unexercised options at December 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
(#) ($) YEAR-END FISCAL YEAR-END(2)
SHARES ACQUIRED VALUE (#) (#) ($) ($)
NAME ON EXERCISE REALIZED(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
Eugene A. Miller 61,878 2,406,995 510,675 236,875 15,535,188 2,593,516
John D. Lewis 19,878 789,795 215,213 147,812 6,256,545 1,538,217
Ralph W. Babb, Jr. 0 0 78,750 122,750 1,775,846 1,441,031
Joseph J. Buttigieg,
III 0 0 105,075 122,000 2,912,772 1,426,688
J. Michael Fulton 8,328 353,859 79,538 53,000 2,125,320 393,469
- ----------------------------------------------------------------------------------------------------------------------
(1) Comerica has never granted stock appreciation rights under Comerica's
Long-Term Incentive Plan.
(2) Value is calculated as of December 31, 2000 and is equal to the number of
shares of common stock multiplied by the closing price of a share of
Comerica's common stock. The closing price was $59.375 on December 29, 2000,
the last trading day prior to December 31, 2000.
(3) Value is calculated based upon the difference between the per-share option
exercise price and the market value of a share of Comerica's common stock on
the date of exercise, multiplied by the applicable number of shares.
LONG-TERM INCENTIVE AWARDS -- IN LAST FISCAL YEAR(1)
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
PERFORMANCE THRESHOLD TARGET MAXIMUM(2)
NAME PERIOD ($) ($) ($)
---- ----------- --------- ------ ----------
Eugene A. Miller 1999-2001 0 194,000 388,000
John D. Lewis 1999-2001 0 97,000 169,750
Ralph W. Babb, Jr. 1999-2001 0 96,000 168,000
Joseph J. Buttigieg, III 1999-2001 0 91,000 159,250
J. Michael Fulton 1999-2001 0 34,300 102,900
(1) Participants earn long-term awards under the Management Incentive Plan based
upon Comerica's attainment of specified objectives established by the
Compensation Committee in relation to Comerica's average return on common
equity during the three year performance period. Comerica pays the award in
cash and fifty percent of the award is automatically invested in
non-transferable shares of Comerica's common stock. If the participant
defers the award, one hundred percent of the deferred awards are deemed
invested in Comerica common stock and are paid out in common stock.
(2) Each year Comerica determines the amount necessary to fund long-term awards
under the Management Incentive Plan for the upcoming year. The maximum
stated for each named executive officer represents the targeted funded
amount allocable to the aggregate annual incentive pool based on such
executive officer's organizational level and base salary. Actual payments to
the named executive officer are a function of the amount of the annual
incentive received by such executive officer in each of the three
performance years occurring during the performance period as a percentage of
the aggregate annual incentive pool paid in those three years to all
participants in the Management Incentive Plan. As a result, an individual's
award may exceed or be less than the maximum funding allocable to that
executive officer as stated in the table above. Under the plan, the
long-term award, when combined with the annual incentive, currently cannot
exceed 200% of the executive officer's base salary. Comerica used this
limitation in setting forth the amounts in this table. In the event the
shareholders approve the amendments to the Management Incentive Plan
described in Proposal III of this Proxy Statement, the amounts in this table
could change but would not exceed the 300% described in the proposed
amendment.
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DEFINED BENEFIT PENSION PLAN BENEFITS
Comerica maintains the Comerica Incorporated Retirement Plan (1994 Amendment and
Restatement), a tax-qualified defined benefit pension plan (the "Pension Plan").
The Pension Plan is a consolidation of the former Manufacturers National
Corporation Pension Plan (the "Manufacturers Plan") the Comerica Incorporated
Retirement Plan (the "Comerica Plan") and pension plans of other companies
acquired by Comerica (the "Acquired Companies' Plans"). Participants who retire
under the Pension Plan receive a pension based on a formula which takes into
consideration final average compensation and years of service, including years
of service credited under the Manufacturers Plan, the Comerica Plan or the
Acquired Companies' Plan applicable to the former participants of these plans.
The Pension Plan is a tax-qualified plan. As of December 31, 2000, under the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the
maximum annual pension that any participant, including any named executive
officer, may receive under a qualified defined benefit plan is $135,000. The
maximum annual compensation of any participant which Comerica can consider in
computing a pension under a qualified plan is $170,000. To the extent that
Tables I, II and III reflect an annual pension greater than $135,000, or
compensation above $170,000, Comerica will pay the participant, including any
named executive officer, the additional amount under a non-qualified plan
maintained by Comerica.
Table I below provides estimates of the amounts payable as an annual pension
using various levels of final average compensation and years of service credited
under the Pension Plan in 1994 and later years. Comerica calculated the amounts
shown in Table I without applying the limitations under the Internal Revenue
Code which are discussed above and which apply to the Pension Plan.
TABLE I: ANNUAL PENSION UNDER PENSION PLAN**
BASED ON YEARS OF CREDITED SERVICE
YEARS OF SERVICE
FINAL AVERAGE -----------------------------------------------------------------
COMPENSATION* 10 15 20 25 30 35
- ------------- -- -- -- -- -- --
$ 100,000 $ 13,543 $ 20,315 $ 27,086 $ 33,858 $ 40,629 $ 45,129
200,000 $ 29,543 $ 44,315 $ 59,086 $ 73,858 $ 88,629 $ 97,629
300,000 $ 45,543 $ 68,315 $ 91,086 $113,858 $136,629 $ 150,129
400,000 $ 61,543 $ 92,315 $123,086 $153,858 $184,629 $ 202,629
500,000 $ 77,543 $116,315 $155,086 $193,858 $232,629 $ 255,129
600,000 $ 93,543 $140,315 $187,086 $233,858 $280,629 $ 307,629
700,000 $109,543 $164,315 $219,086 $273,858 $328,629 $ 360,129
800,000 $125,543 $188,315 $251,086 $313,858 $376,629 $ 412,629
900,000 $141,543 $212,315 $283,086 $353,858 $424,629 $ 465,129
1,000,000 $157,543 $236,315 $315,086 $393,858 $472,629 $ 517,629
1,500,000 $237,543 $356,315 $475,086 $593,858 $712,629 $ 780,129
2,000,000 $317,543 $476,315 $635,086 $793,858 $952,629 $1,042,629
- ------------------------------
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.
** Effective January 1, 2000, the Compensation Committee amended the Pension
Plan to provide a funding mechanism for retirees terminating employment after
January 1, 2000 to purchase additional health care insurance. This is a level
benefit to all employees and is not based on final compensation. Instead, it
provides $3 per "point" for each year of service and age for those who retire
prior to their normal social security retirement date, and $1.50 per "point"
for each year of service and age after their normal retirement age.
Eligibility is based on the employee either being at age 60 with 10 years of
service or at age 55 or later when an employee accumulates 80 points (for
example, age 55 and 25 years of service, which would result in an annual
payment of $240 until the normal social security retirement date, and of $120
thereafter).
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Tables II and III below provide estimates of the amounts payable as an annual
pension using various levels of final average compensation and years of service
credited in years prior to 1994. Comerica calculated the amounts shown in Tables
II and III without applying the limitations under the Internal Revenue Code
which are discussed above and which apply to the Pension Plan.
TABLE II: ANNUAL PENSION UNDER COMERICA PLAN
BASED ON YEARS OF CREDITED SERVICE
YEARS OF SERVICE (SRV)
FINAL AVERAGE -------------------------------------------------------------------
COMPENSATION* 10 15 20 25 30 35
- ------------- -- -- -- -- -- --
$ 100,000 $ 16,218 $ 24,326 $ 32,435 $ 40,544 $ 48,653 $ 56,761
200,000 $ 33,718 $ 50,576 $ 67,435 $ 84,294 $ 101,153 $ 118,011
300,000 $ 51,218 $ 76,826 $102,435 $128,044 $ 153,653 $ 179,261
400,000 $ 68,718 $103,076 $137,435 $171,794 $ 206,153 $ 240,511
500,000 $ 86,218 $129,326 $172,435 $215,544 $ 258,653 $ 301,761
600,000 $103,718 $155,576 $207,435 $259,294 $ 311,153 $ 363,011
700,000 $121,218 $181,826 $242,435 $303,044 $ 363,653 $ 424,261
800,000 $138,718 $208,076 $277,435 $346,794 $ 416,153 $ 485,511
900,000 $156,218 $234,326 $312,435 $390,544 $ 468,653 $ 546,761
1,000,000 $173,718 $260,576 $347,435 $434,294 $ 521,153 $ 608,011
1,500,000 $261,218 $391,826 $522,435 $653,044 $ 783,653 $ 914,261
2,000,000 $348,718 $523,076 $697,435 $871,794 $1,046,153 $1,220,511
- ------------------------------
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.
TABLE III: ANNUAL PENSION UNDER MANUFACTURERS PLAN
BASED ON YEARS OF CREDITED SERVICE
YEARS OF SERVICE (SRV)
FINAL AVERAGE -----------------------------------------------------------------
COMPENSATION* 10 15 20 25 30 35
- ------------- -- -- -- -- -- --
$ 100,000 $ 14,068 $ 21,101 $ 28,135 $ 35,169 $ 42,203 $ 47,203
200,000 $ 30,768 $ 46,151 $ 61,535 $ 76,919 $ 92,303 $ 102,303
300,000 $ 47,468 $ 71,201 $ 94,935 $118,669 $142,403 $ 157,403
400,000 $ 64,168 $ 96,251 $128,335 $160,419 $192,503 $ 212,503
500,000 $ 80,868 $121,301 $161,735 $202,169 $242,603 $ 267,603
600,000 $ 97,568 $146,351 $195,135 $243,919 $292,703 $ 322,703
700,000 $114,268 $171,401 $228,535 $285,669 $342,803 $ 377,803
800,000 $130,968 $196,451 $261,935 $327,419 $392,903 $ 432,903
900,000 $147,668 $221,501 $295,335 $369,169 $443,003 $ 488,003
1,000,000 $164,368 $246,551 $328,735 $410,919 $493,103 $ 543,103
1,500,000 $247,868 $371,801 $495,735 $619,669 $743,603 $ 818,603
2,000,000 $331,368 $497,051 $662,735 $828,419 $994,103 $1,094,103
- ------------------------------
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.
The estimated years of service credited under the Pension Plan for each of the
named executive officers as of April 20, 2001 are as follows: Eugene A. Miller,
35 years; John D. Lewis, 30.5 years; Ralph W. Babb, Jr., 4.5 years; Joseph J.
Buttigieg, III, 29 years and J. Michael Fulton, 30 years. The years of service
credited to Messrs. Miller and Lewis include the following years of service
credited under the Comerica Plan for which a past service pension is payable
under the Pension Plan: Mr. Miller, 35 years; Mr. Lewis, 23.5 years and Mr.
Fulton, 22.6 years. The years of service credited to Mr. Buttigieg include the
following years of service credited under the
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Manufacturers Plan for which a past service pension is payable under the Pension
Plan: Mr. Buttigieg, 21.5 years. In addition, Comerica has contractually agreed
to pay Mr. Babb additional pension amounts to equalize the effects of his
earlier departure with his previous employer. See a description of Mr. Babb's
agreement under the section captioned "Employment Contracts and Severance
Agreements" in this Proxy Statement.
Under the Pension Plan, a participant who is unmarried at the time he or she
retires generally receives a pension in the form of a straight life annuity, the
annual amounts of which are listed in the tables above. A participant who is
married at the time he or she retires generally receives a pension in the form
of a joint and 50% survivor annuity, the amount of which is actuarially
equivalent to the straight life annuity. The pension amounts appearing in the
Pension Plan Tables assume that retirement will occur at age 65.
EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS
EUGENE A. MILLER is a party to an employment agreement with Comerica. The
agreement provides that Mr. Miller will serve as Chairman of the Board and Chief
Executive Officer of Comerica through June 30, 1999. On July 1, 1999, the term
of the agreement extended automatically, and will extend automatically every two
years until Mr. Miller's 65th birthday, unless a majority of the directors of
Comerica vote against an extension. For the duration of the agreement, Comerica
has agreed to nominate Mr. Miller to serve on its Board. The Change of Control
Agreement, described below, supersedes this agreement if there is a Change of
Control as defined in the Change of Control Agreement
During the term of his employment agreement, Comerica pays Mr. Miller a base
salary and annual bonus payments in amounts determined by the Compensation
Committee as commensurate with his position and performance. He also is eligible
for option grants and restricted stock awards under Comerica's Long-Term
Incentive Plan. These grants and awards also will be commensurate with his
position and performance. In addition, Mr. Miller is eligible to participate in
all of Comerica's executive compensation plans for senior executives which are
in effect during the term of the employment agreement and in any employee
benefit plans which Comerica maintains.
If Comerica terminates Mr. Miller's employment without cause, or Mr. Miller
resigns for good reason, or Comerica causes Mr. Miller's employment agreement to
expire prior to his 65th birthday, Mr. Miller will receive the following
principal benefits:
- three times his annual base salary plus an amount equal to his average
annual bonus during the three-year period prior to the termination of his
employment, which will be paid in quarterly installments over a
three-year period;
- accelerated vesting of any unexercised stock options;
- the early lapse of restrictions on previously awarded shares of
restricted stock;
- continuation of health and accident insurance coverages for Mr. Miller
and his wife for their lifetimes unless Mr. Miller receives comparable
coverages from another source;
- continuation of his life insurance coverage for three years; and
- commencing at the end of the three year payment period referred to above,
a payment in the form elected by Mr. Miller under Comerica's defined
benefit pension plan and excess benefit plan, in an amount equal to the
excess of (a) the retirement benefits Mr. Miller would have received
under the plans if he continued to work until age 65, over (b) the
retirement benefits he actually accrued under the plans.
If Mr. Miller's employment is terminated less than three years before his 65th
birthday, Comerica will pro-rate the amount payable in connection with his
salary for the time period remaining until
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he reaches age 65. If Mr. Miller's employment terminates for any of the reasons
referred to above, the employment agreement also provides that Comerica will use
its best efforts, subject to the fiduciary duties of the Board, to nominate Mr.
Miller as a director for the remainder of his life or until he reaches the
mandatory retirement age for members of the Board.
If Mr. Miller retires, resigns without a good reason, or if his employment
terminates because of disability or death, or if Comerica terminates Mr.
Miller's employment for cause, Mr. Miller will receive his annual base salary to
the date of termination, and fringe benefits and life, health, disability and
accident insurance to the date of termination.
If any payment to Mr. Miller under the employment agreement is subject to an
excise tax under Section 4999 of the Internal Revenue Code, Mr. Miller will
receive an additional payment so that the amount he receives equals the amount
he would receive under the agreement if an excise tax was not imposed.
RALPH W. BABB, JR. is a party to a Supplemental Pension and Retiree Medical
Agreement with Comerica. Comerica will provide Mr. Babb with a supplemental
pension to equalize the effect his earlier departure from his previous employer
had on his pension. In addition, Comerica will provide Mr. Babb and his spouse
with retiree medical and accidental insurance coverage for his or her lifetime
on a basis no less favorable than such benefits are provided to them as of the
date of the agreement.
CHANGE OF CONTROL AGREEMENTS
Each named executive officer is a party to a change of control employment
agreement with Comerica. These agreements become effective only in the event of
a change of control as defined in the agreement.
The agreement is for an initial three-year period (the "Agreement Period"),
commencing on the date the executive and Comerica sign the agreement, and is
extended automatically at the end of each year for an additional one year unless
Comerica delivers written notice to the named executive officer, at least sixty
days prior to the annual renewal date, that his agreement will not be extended.
Comerica intends that the Agreement Period will always be three years.
If a change of control of Comerica occurs during the Agreement Period, the
employment period begins and Comerica will continue the executive's employment
for a period of thirty months from the date of the change of control. During
this employment period:
- The executive's position and duties will be at least commensurate with
the most significant duties held by him during the 120 day period prior
the date of a change of control.
- Comerica will assign the executive an office at the location where he was
employed on the date the change of control occurred or an office less
than 60 miles from such office.
- Each executive will receive a monthly base salary equal to or greater
than the highest monthly base salary he earned from Comerica during the
twelve month period prior to the date of the change of control, and an
annual cash bonus at least equal to the highest bonus he earned during
any of the last three fiscal years prior to the date the change of
control occurred. (Comerica will annualize the amount of the bonus earned
by the executive during any of these years if the executive was not
employed by Comerica for the entire three-year period.)
- The executive also will be eligible to receive annual salary increases
and to participate in all of Comerica's executive compensation plans and
employee benefit plans, including health, accident, disability and life
insurance benefit plans, at least equal to the most favorable of those
plans which were in effect at any time during the 120 day period
preceding the effective date of his agreement.
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If the executive dies or becomes disabled during the employment period, he or
his beneficiary will receive accrued obligations, including salary, pro rata
bonus, deferred compensation and vacation pay, and death or disability benefits.
The agreement also provides severance benefits to the executive if Comerica
terminates his employment for a reason other than cause or disability or if he
resigns for good reason during the employment period. Good reason under the
agreement includes termination of the agreement by the executive for any reason
during the 30-day period immediately following the first anniversary of the
change of control. If the executive becomes entitled to receive severance
benefits under his agreement, he will receive in addition to other benefits:
- any unpaid base salary through the date of termination;
- a proportionate bonus based upon the highest annual bonus he earned
during any of the last three fiscal years prior to the effective date of
his agreement or during the most recently completed fiscal year;
- an amount equal to three times his annual base salary;
- an amount equal to three times the highest annual bonus he earned during
any of the last three fiscal years prior to the effective date of his
agreement or during the most recently completed fiscal year;
- payment under Comerica's defined benefit pension plan and any excess
benefit plan in which he participates, in an amount equal to the excess
of: (a) the retirement benefits he would receive under the plans if he
continued to receive service credit for three years after the date his
employment was terminated, over (b) the retirement benefits he actually
accrued under the plans;
- continuation of health, accident, disability and life insurance benefits
for three years after his employment terminates, unless he becomes
eligible to receive comparable benefits during the three-year period; and
- payment of any legal fees and expenses reasonably incurred by him to
enforce his rights under the agreement.
If the Internal Revenue Service subjects any payment to the executive under the
change of control employment agreement to an excise tax under Section 4999 of
the Internal Revenue Code, the executive will receive an additional payment so
that the amount he receives equals the amount he would receive under the
agreement if an excise tax was not imposed. However, this additional payment
will not be made to the executive unless the payment exceeds 110% of the
payments that could have been made to him without the imposition of an excise
tax.
The executive will also receive any benefits he may have under any other
agreement with, or benefit plan or arrangement of, Comerica.
------------------------------
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The information contained in the Compensation Committee Report is not deemed to
be soliciting material or to be filed for purposes of the Securities Exchange
Act of 1934, shall not be deemed incorporated by reference by any general
statement incorporating the document by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that Comerica specifically incorporates such information by reference,
and shall not be otherwise deemed filed under such acts.
COMPENSATION COMMITTEE REPORT
Comerica establishes the annual compensation for Comerica's Chairman, President
and Chief Executive Officer based on the recommendation of the Compensation
Committee to the Board of Directors. The Committee reviews and approves the
annual compensation for Comerica's Vice Chairmen, Executive Vice Presidents, and
other officers of the management team based on the recommendations of
management. All the members of this committee are non-employee directors.
COMPENSATION PHILOSOPHY
Comerica designed its compensation program to attract, motivate, reward and
retain superior executive talent. The program emphasizes performance-based
compensation and encourages long-term strategic decision making.
The principal components of the executive compensation program are base
salaries, annual and long-term management incentive awards and long-term stock
incentive awards.
In determining appropriate levels of compensation for the Chairman, President
and Chief Executive Officer, Vice Chairmen, Executive Vice Presidents, and other
officers of the management team, the Compensation Committee evaluates: (1)
individual performance; (2) Comerica's performance in relation to established
goals; (3) Comerica's performance in relation to the 50 largest bank holding
companies in the United States; and (4) compensation levels of select key
competitors from the 50 largest bank holding companies.
The fifty largest bank holding companies are substantially the same institutions
as those included in the Keefe-50 Bank Index used below in Comerica's
performance graph, though there are some differences.
Comerica is committed to providing a senior officer compensation package that
compares favorably with key competitors. Due to the banking industry's ongoing
consolidation and reduction in the number of banks, the Compensation Committee
relies on an annual review by external consultants to ensure calibration of an
appropriate "compensation peer group." The "compensation peer group" consists of
a subset of the 50 largest bank holding companies adjusted for mergers and
acquisitions.
During the year, the Compensation Committee undertook a review of the annual
Management Incentive Plan and the Long-Term Incentive Plan and focused on a
number of modifications for the future. These changes are described in Proposals
II and III, submitted for shareholder approval, as part of this Proxy Statement.
The Compensation Committee will administer the Management Incentive Plan and the
Long-Term Incentive Plan with such changes if the amendments receive shareholder
approval.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Comerica's Board of Directors relies on the Chairman, President and Chief
Executive Officer to provide effective leadership and execute a successful
business plan for the entire organization. Other key measures of the Chairman,
President and Chief Executive Officer's performance
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include development of the senior managers of Comerica and the leadership role
he plays within the community.
Subject to the Board's approval of his annual compensation, the Compensation
Committee establishes Mr. Miller's base salary, management incentive award,
stock option grants and, when appropriate, restricted stock awards in amounts
commensurate with his performance and position. This is done in accordance with
Comerica's compensation philosophy described above and in accordance with the
terms of Mr. Miller's employment agreement discussed in this Proxy Statement
under the heading "Employment Contracts and Severance Agreements."
BASE SALARIES
In the fourth quarter of 1999, Comerica, with the assistance of the Compensation
Committee's compensation consultants, conducted a review of the competitiveness
of Comerica's executive compensation program. Based on this review, the
Compensation Committee determined that Comerica's base salary for the Chief
Executive Officer was slightly below the median base salaries of the
"compensation peer group." The Compensation Committee adjusts salaries annually
to an appropriate level based on performance and contribution to the
organization's success. The Compensation Committee adjusted the Chief Executive
Officer's base salary by 7.5% to bring it to an appropriate level.
MANAGEMENT INCENTIVE PLAN
The Compensation Committee members believe that return on equity is a key
measure of corporate performance. Therefore, Comerica maintains a Management
Incentive Plan for executive officers which provides for incentives that are
driven by Comerica's return on equity in relation to both the 50 largest bank
holding companies and return on equity targets which are approved annually by
the Compensation Committee.
For 2000, the payment of incentive awards was based on Comerica achieving a
minimum return on equity of fourteen percent. Maximum incentive awards become
payable when Comerica achieves a return on equity of nineteen percent or greater
and finishes in the top ten of the 50 largest bank holding companies. The
Compensation Committee established these targets in the first quarter of 1997.
Upon determination of Comerica's performance in relation to these targets, the
Compensation Committee established a pool of awards for distribution under the
incentive plan. The distribution of individual awards to the Chairman, President
and Chief Executive Officer and the other participants in the program is based
on corporate performance, individual performance and individual levels of
responsibility within Comerica. Mr. Miller's award under the plan is also
subject to the terms of his employment agreement.
The 2000 management incentive awards for the Chairman, President and Chief
Executive Officer and the other named executive officers are based on return on
equity. For 2000, Comerica's return on equity of 21.16 percent placed Comerica
at number nine among the 50 largest bank holding companies.
Mr. Miller's 2000 annual award under the Management Incentive Plan reflects
Comerica's return on equity performance as well as Mr. Miller's contribution to
that performance. Mr. Miller's 2000 annual cash compensation, which includes
this award and his base salary, is calibrated based on Comerica's performance
and comparison to the "compensation peer group."
To reward consistent superior performance over a three year period, the
Management Incentive Plan provides for an additional award to be paid if
Comerica's average return on equity for the most recent three year period ranks
among the top twenty in the 50 largest bank holding companies. Comerica pays
fifty percent of the additional award in the form of non-transferrable common
stock and fifty percent in cash unless the named executive officer elects to
defer the award. Deferred awards are invested one-hundred percent in Comerica
common stock. Comerica
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attaches a non-transferability restriction to the stock grant which precludes
the recipient from disposing of the stock prior to retirement or other
termination of employment. The stock portion of the additional award serves to
further align the interests of Comerica's senior officers with those of the
shareholders.
Comerica's adjusted average return on equity of 21.26 percent for the three year
period from 1998 through 2000 ranked seventh among the 50 largest bank holding
companies. This is the fifth time since the inception of the plan that a long
term incentive award was made to reward for this consistent superior
performance.
STOCK-BASED AWARDS
Comerica's key officers and employees, including all of its named executive
officers, are eligible to receive stock-based awards under Comerica's Long-Term
Incentive Plan. The plan's objective is to align the interests of Comerica's key
officers and employees with those of its shareholders.
Awards in 2000 consisted of stock option grants with exercise prices equal to
the fair market value of Comerica's common stock on the grant date. Because
executives receive value from stock option grants only in the event of stock
price appreciation, the Compensation Committee believes stock options are a
strong incentive to improve long term financial performance and increase
shareholder value. Comerica encourages stock ownership for all levels of
employees.
Grants of stock options to the Chairman, President and Chief Executive Officer
and the other named executive officers are allocated from a pool of options
which is created each year based on: (1) Comerica's overall performance and (2)
a percentage of each officer's base salary. Each named executive officer's grant
from the stock pool is based on the Compensation Committee's assessment of his
or her individual performance, levels of responsibility and contributions to
Comerica. The Compensation Committee's compensation consultants reported that
the size of Comerica's stock option grants for the named executive officers is
conservative when compared to the "compensation peer group."
STOCK OWNERSHIP GUIDELINES
Comerica has stock ownership guidelines which encourage senior officers to own a
significant number of shares of Comerica's common stock. The stock ownership
targets require Comerica's senior officers to own a number of shares with a
value equal to the senior officer's annual salary times a certain multiple.
Comerica encourages its senior officers to achieve the targeted stock ownership
levels within five years of becoming a senior officer. As of December 31, 2000,
the Chairman, President and Chief Executive Officer, Vice Chairmen and all
Executive Vice Presidents met their respective stock ownership targets.
STOCK OWNERSHIP TARGETS
MULTIPLE
OF YEARS
ANNUAL TO
LEVEL SALARY ATTAIN
Chairman and Chief Executive Officer 5.0 times 5 Years
President 3.5 times 5 Years
Vice Chairman 3.0 times 5 Years
Executive Vice President 3.0 times 5 Years
Senior Vice President 2.0 times 5 Years
First Vice President 1.0 time 5 Years
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DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Compensation Committee's objective is to structure Comerica's executive
compensation programs to maximize the deductibility of executive compensation
under the Internal Revenue Code. However, the Compensation Committee reserves
the right in the exercise of its business judgment to establish appropriate
compensation levels for executive officers that may exceed the limits on tax
deductibility established under Section 162(m) of the Internal Revenue Code.
THE COMPENSATION COMMITTEE
Wayne B. Lyon, Chairman
Max M. Fisher
Alfred A. Piergallini
Martin D. Walker
Kenneth L. Way
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PROPOSAL II SUBMITTED FOR YOUR VOTE
APPROVAL OF AMENDMENTS TO THE LONG-TERM INCENTIVE PLAN
On March 20, 1997, the Compensation Committee of the Board of Directors adopted
the Comerica Incorporated 1997 Long-Term Incentive Plan (the "LTIP") and the
shareholders approved the LTIP in May of the same year. The LTIP is designed to
provide selected key employees of Comerica and its affiliates with an incentive
to achieve long-term corporate objectives, to attract and retain individuals of
outstanding competence and to provide them with an equity interest in Comerica.
The LTIP is structured so that payments under the plan will qualify as
performance-based compensation which is tax deductible under Section 162(m) of
the Internal Revenue Code. Under Section 162(m), annual compensation in excess
of one million dollars paid to a corporation's chief executive officer and the
four other highest paid executive officers ("Covered Employees") is not
deductible by the corporation for federal income tax purposes, unless such
compensation is considered "performance-based compensation." For compensation to
qualify as "performance-based compensation," certain conditions must be met,
including shareholder approval of the material terms of the arrangement under
which the compensation is paid.
On March 26, 2001, the Compensation Committee approved, subject to shareholder
approval, the following amendments to the LTIP, which are designed to further
the objectives of the LTIP and continue the tax deductibility of
performance-based compensation paid under the plan. Your approval of these
amendments will satisfy the shareholder approval requirement for performance
based compensation.
AMENDMENTS. Comerica is seeking your approval on the following amendments to
the LTIP:
(1) The LTIP will be amended so that, subject to adjustments for changes in
Comerica's capital structure, 16,000,000 shares of Comerica's common
stock will be available for payments as compensation under the LTIP.
This represents an amount that the Compensation Committee anticipates
will be available for compensation awards over the next five years,
with an average of 3,200,000 shares which could be awarded per year.
The LTIP currently provides that 1.6% of Comerica's shares (including
treasury shares) of common stock outstanding as of the preceding
December 31st will be available for issuance in connection with awards
under the LTIP. Utilizing the current formula, Comerica anticipates
that it will grant awards for a total of 2,511,000 in 2001. Comerica
currently does not anticipate making any additional grants of options
for the year 2001, except in cases involving newly hired employees, and
any such grants will be counted against the number of shares approved
by these amendments. If the shareholders approve the amendment
described in this paragraph, the evergreen feature of the LTIP will no
longer be effective.
(2) The LTIP will be amended to expand the performance criteria which the
Compensation Committee may use in establishing performance targets for
Comerica's management team and other key employees. The LTIP currently
provides for the use of return on investments, cumulative earnings per
share, or return on shareholders' equity for performance-based
compensation, or any combination thereof. The amendments will enable
the Compensation Committee to utilize: (i) earnings per share, (ii)
return measures (including, but not limited to, return on assets,
equity or sales), (iii) net income (before or after taxes), (iv) cash
flow (including, but not limited to, operating cash flow and free cash
flow), (v) cash flow return on investments, which equals net cash flows
divided by shareholders' equity, (vi) earnings before or after taxes,
interest, depreciation and/or amortization, (vii) internal rate of
return or increase in net present value, (viii) gross revenues, (ix)
gross margins, and (x) share price (including, but not limited to,
growth measures and total shareholder return). The added criteria will
provide flexibility to the Compensation Committee's ability to respond
to changes at Comerica and in the industry and the economy.
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(3) The amendment will increase the maximum number of shares which the
Compensation Committee may award to any participant in any calendar
year. The current limitations are the lesser of (a) 10% of the total
number of shares of common stock available for awards during that
calendar year, and (b) 200,000 shares of common stock. This amendment
would provide that the maximum number could not exceed the lesser of
(a) 15% of the total number of shares of common stock available for
awards during that calendar year, and (b) 350,000 shares of common
stock.
PLAN DOCUMENT. The full text of the LTIP, as amended, is included as APPENDIX
II to this Proxy Statement. The following summarizes the material features of
the LTIP, including the proposed amendments. You are urged to read the full text
of the LTIP which is included in this Proxy Statement.
ELIGIBLE EMPLOYEES. All senior officers of Comerica and its affiliates and any
other employees determined by the Compensation Committee to have made or
demonstrated the potential to make significant contributions to the successful
performance of Comerica may be selected by the Compensation Committee to become
participants in the LTIP. Directors of the corporation who are not salaried
employees of Comerica or an affiliate are not eligible to participate. As of
March 28, 2001, Comerica has selected approximately 3,000 employees to receive
awards under the plan for the fiscal year 2001.
SHARES AVAILABLE UNDER THE LTIP. Sixteen million of Comerica's shares will be
available for issuance in connection with awards under the LTIP, subject to
adjustment under the terms of the plan. The Committee may not utilize more than
2,000,000 shares for options which qualify as "incentive stock options" as
defined in Section 422 of the Internal Revenue Code. In addition, not more than
15% of the shares available for awards in any calendar year may be used for
awards other than options.
Shares underlying stock options granted under the LTIP which expire, are not
exercised or are forfeited, will again be available for awards under the plan. A
participant may not receive an award in any calendar year which exceeds the
lesser of (1) 15% of the total number of shares of common stock available for
awards during that calendar year, and (2) 350,000 shares of common stock. In
addition, a participant may not receive a cash award in any calendar year which
exceeds $5,000,000. To date, Comerica has not granted any cash awards under the
LTIP.
The Compensation Committee may equitably adjust the number of shares of common
stock reserved for issuance under the LTIP and with respect to any outstanding
awards, if there is a change in Comerica's capital structure as a result of any
stock dividend, stock split, recapitalization, merger, consolidation, spin-off
or other similar event, or any distribution to shareholders other than regular
cash dividends.
As of March 28, 2001, options for 10,138,593 shares of common stock were
outstanding, with a weighted average exercise price of $45.91, with a weighted
average exercise term of 6.52 years, and 177,250 shares were subject to
restricted stock awards that vest in full with dates ranging from January 3,
2002 to January 28, 2005.
Awards under the LTIP are entirely within the discretion of the Compensation
Committee and, accordingly, benefits or amounts that will be received under the
plan by eligible participants in the future are not determinable. Information
with respect to options made under the LTIP in the last fiscal year is contained
in Table captioned "Option Grants in Last Fiscal Year," on page 17.
MARKET VALUE OF COMMON STOCK. On April 10, 2001, the latest practicable date
the information was available prior to the printing and mailing of this Proxy
Statement, the closing price of a share of Comerica's common stock on the New
York Stock Exchange was $60.45.
PERFORMANCE TARGETS AND CRITERIA. The Compensation Committee specifies
performance targets in connection with awards. Performance targets may relate to
the criteria to be approved by the
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shareholders, as previously described. The Compensation Committee may utilize
other non-objective criteria for employees whose compensation is not subject to
the limitations of Section 162(m) of the Internal Revenue Code.
AWARDS UNDER THE PLAN. The Compensation Committee may grant awards under the
LTIP in any of the forms described below with or without receipt by Comerica of
monetary consideration as determined by the Compensation Committee and subject
to applicable law. The Compensation Committee also may grant other awards that
involve payments or grants of shares of common stock or that are measured by
share equivalent units, including awards valued by using measures other than the
market value of shares of common stock.
Stock options may be granted either as non-qualified options or "incentive stock
options" (as defined in Section 422 of the Internal Revenue Code). Incentive
stock options expire no more than 10 years after the date they are granted. In
addition, Comerica typically grants non-qualified options with terms no longer
than ten years. The exercise price per share of common stock covered by any
stock option will be equal to 100% of the fair market value of a share of common
stock on the date of grant. The optionholder may pay the exercise price in cash,
through tender of shares already owned by the optionholder, pledging the
proceeds from the sale of shares in connection with exercise of the option, or
by any combination of these methods.
The Compensation Committee may award shares as restricted stock subject to
forfeiture until certain conditions have been fulfilled and/or a period of time
has elapsed. Shares of restricted stock are non-transferable until all
restrictions have been satisfied. At the discretion of the Compensation
Committee, the recipient of a restricted stock award may or may not be entitled
to voting and dividend rights during the restriction period.
The Compensation Committee may grant stock appreciation rights ("SARs") in
conjunction with all or any part of a stock option granted under the LTIP, or
independent of any option, with such terms and conditions determined by the
Compensation Committee. Exercise of a SAR entitles a participant to receive an
amount equal to the difference between the fair market value of one share of
common stock on the date the SAR is exercised and the grant or stock option
price, as the case may be, times the number of shares with respect to which the
SAR is exercised. If any SAR has been granted in conjunction with a stock
option, upon exercise of the option, the number of shares covered by the SAR
will be reduced by the number of shares subject to the option exercise.
Alternatively, upon exercise of the SAR, the number of shares covered by any
related option will be reduced by the number of shares with respect to which the
SAR is exercised. The Compensation Committee has discretion to determine whether
any SAR will be settled in cash, shares or a combination thereof. To date, the
Compensation Committee has not granted any SARs under the LTIP.
The Compensation Committee may also make Performance Awards which are the right
to receive payment in shares of common stock based on attainment of performance
goals during a performance period as determined by the Compensation Committee.
VESTING OF AWARDS. The Compensation Committee may condition vesting and/or the
amount of any award on the attainment of performance goals it establishes. For
any performance period, the Compensation Committee may measure performance
objectives on an absolute basis or relative to a group of peer banks selected by
the Compensation Committee, to internal goals or to levels attained in prior
performance periods. During any performance period, the Compensation Committee
may adjust the performance goals as it deems equitable in recognition of unusual
or nonrecurring events affecting Comerica, changes in applicable tax laws or
accounting principles or other factors the Compensation Committee deems
relevant. However, the Compensation Committee may not adjust the performance
goals for an award held by a Covered Employee with respect to the year in which
the award is settled so as to increase the amount of compensation payable to the
Covered Employee.
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TRANSFERABILITY OF AWARDS. Unless the Compensation Committee specifies to the
contrary, awards under the LTIP will be non-transferable except by will or
pursuant to laws of intestacy.
TERMINATION AND AMENDMENT OF THE PLAN. The Compensation Committee may amend or
terminate the LTIP at any time, without shareholder approval, except as
otherwise required by law. Termination or amendment of the plan will not affect
any individual's right to receive any incentive already earned. To date, the
Compensation Committee has not used amendments to re-price any options and in
the event the Compensation Committee determines to reprice any options, such
re-pricing will be submitted to Comerica's shareholders for approval.
CHANGE OF CONTROL. In the discretion of the Compensation Committee, any award
under the LTIP may become exercisable, vested or earned on an accelerated basis
upon the occurrence of a change in control of Comerica.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. A summary of the federal income tax
consequences to individuals who receive awards under the LTIP, and to Comerica
as a consequence of granting the awards is set forth below. The discussion is
based upon interpretations of the relevant tax laws in effect as of March 2001.
Comerica does not intend for the summary to constitute tax advice to any
recipient of an award under the LTIP or to any other person. Each individual
should seek tax advice with respect to the consequences of participating in the
LTIP from his or her personal tax advisor.
An individual will not be in receipt of taxable income upon the grant or
exercise of an incentive stock option (an "ISO"). If the individual holds the
shares acquired on the exercise of an ISO for the requisite ISO holding period
set forth in the Internal Revenue Code, he or she will recognize a long-term
capital gain or loss upon the subsequent sale or exchange of the shares. (The
requisite holding period requires that an individual make no disposition of the
shares transferred pursuant to the ISO within two years from the date of grant
or within one year after the transfer of the shares to the individual.) In that
case, Comerica will not be entitled to a tax deduction. If an individual does
not hold the shares acquired on the exercise of an ISO for that holding period,
he or she may be in receipt of ordinary income based upon a formula set forth in
the Internal Revenue Code. Comerica will be entitled to a tax deduction in the
amount of the ordinary income reportable by the individual. To the extent the
amount realized on the sale or exchange exceeds the market value of the shares
on the date of the exercise of the ISO, the individual will recognize a capital
gain. On the date of exercise of an ISO, however, the excess of the fair market
value of the shares acquired over the exercise price may, in certain
circumstances, be an "adjustment" for purposes of the alternative minimum tax.
Upon the grant of a nonqualified stock option, an individual will not be in
receipt of taxable income. Upon exercise of the stock option, an individual will
be in receipt of ordinary income in an amount equal to the excess of the market
value of the acquired shares over their exercise price. Comerica will be
entitled to a tax deduction in the year of the exercise in an amount equal to
the amount of ordinary income.
Upon the grant of SARs, an individual will not be in receipt of taxable income.
Upon the exercise of SARs, an individual will be in receipt of ordinary income
in an amount equal to any cash payment and the market value of any shares
distributed. Comerica will be entitled to a tax deduction equal to the income
reportable by the individual.
The income tax consequences of other awards will depend upon the terms of the
awards. In general, Comerica will be entitled to a deduction with respect to the
awards only to the extent the recipient recognizes ordinary income in connection
with his or her receipt of an award. It is Comerica's intention that Comerica
will be entitled to a tax deduction with respect to awards to those individuals
subject to Section 162(m) limitations if the awards are subject to the
achievement of performance-based objectives specified by the Compensation
Committee.
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OTHER INFORMATION. In connection with the acquisition of Imperial Bancorp,
Comerica assumed options outstanding under the 1986 Imperial Bank Stock Option
Plan (the "Imperial Plan") and such outstanding options became exercisable for
shares of Comerica common stock. As of March 28, 2001, there were options
outstanding under the Imperial Plan for 1,027,531 shares of Comerica common
stock. An additional 87,000 shares were available for grant under the Imperial
Plan. The shares approved by the shareholders for grant under the LTIP will be
in addition to these 87,000 shares. Comerica intends to grant these shares as
options to eligible employees in 2001. Once granted, there will be no more
shares available for grant under the Imperial Plan.
The Compensation Committee currently anticipates that together these shares will
be sufficient for grants over the next five years for all eligible employees,
including eligible employees acquired in the Imperial merger.
SHAREHOLDER VOTING REQUIREMENTS. If a quorum is present at the Annual Meeting,
the affirmative vote of a majority of the votes cast in person or by proxy by
shareholders represented and entitled to vote at the meeting is required for
approval of the described amendments to LTIP. In tabulating the vote,
abstentions will have the same effect as a vote against the described amendments
to LTIP, however, broker non-votes will be disregarded and will not affect the
outcome.
If the amendments to the LTIP are not approved by the shareholders, the
Compensation Committee will continue to administer the LTIP as it currently
exists and the LTIP would be otherwise unaffected by this vote.
COMERICA'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL TO
AMEND THE LTIP.
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PROPOSAL III SUBMITTED FOR YOUR VOTE
APPROVAL OF AMENDMENTS TO THE MANAGEMENT INCENTIVE PLAN
On March 20, 1997, the Compensation Committee adopted the Comerica Incorporated
Management Incentive Plan (the "MIP") and the shareholders approved the MIP in
May of that year. Under this plan, Comerica has paid annual awards and awards
based on a three-year performance period. Comerica pays these awards in cash,
but fifty percent of the three year awards are automatically invested in
non-transferable shares of the Comerica's common stock on behalf of the
recipient of the award. Under the MIP, selected officers are eligible to receive
annual and three year bonuses based on the level of attainment of corporate
performance goals over one and three year performance periods taken together
with the officer's individual performance. The MIP is designed to attract and
retain employees of outstanding competence and to provide them with an equity
interest in Comerica.
On March 26, 2001, the Compensation Committee approved, subject to shareholder
approval, the following amendments to the MIP, which are designed to further the
objectives of the MIP and continue the tax deductibility of performance-based
compensation paid under the plan. Your approval of these amendments will satisfy
the shareholder approval requirement for performance-based compensation.
AMENDMENTS. Comerica is seeking your approval for the following amendments to
the MIP:
(1) The amendment expands the performance criteria under the MIP which the
Compensation Committee may use in establishing performance targets for
Comerica's management team and other key employees. The MIP currently
provides for the use of return on investments, cumulative earnings per
share, or return on shareholders' equity for performance based
compensation, or any combination thereof. The amendments will enable
the Compensation Committee to utilize: (i) earnings per share, (ii)
return measures (including, but not limited to, return on assets,
equity or sales), (iii) net income (before or after taxes), (iv) cash
flow (including, but not limited to, operating cash flow and free cash
flow), (v) cash flow return on investments, which equals net cash flows
divided by owner's equity, (vi) earnings before or after taxes,
interest, depreciation and/or amortization, (vii) internal rate of
return or increase in net present value, (viii) gross revenues, (ix)
gross margins , and (x) share price (including, but not limited to,
growth measures and total shareholder return). The added criteria will
provide flexibility to the Compensation Committee's ability to respond
to changes at Comerica and in the industry and the economy.
(2) The Compensation Committee is recommending an increase in the maximum
cash award receivable by any participant in any calendar year. The
current limitation is the lesser of (1) 200% of his or her base salary
and (2) $2,500,000. This amendment would increase this amount to the
lesser of (1) 300% of his or her base salary and (2) $5,000,000.
(3) The Compensation Committee is recommending that the performance periods
of one and three years which are currently set forth in the MIP be
amended to permit the Compensation Committee to set performance periods
it determines to be appropriate. The Compensation Committee would
establish performance periods within the time required by Section
162(m) of the Internal Revenue Code so as to maximize the deductibility
of any compensation granted by the Compensation Committee. This
flexibility would enable the Compensation Committee to respond to
changes at Comerica and in the industry and the economy.
PLAN DOCUMENT. The full text of the MIP, as amended, is included as APPENDIX
III to this Proxy Statement. The specific targets are maintained by the
Compensation Committee and are not included with the plan document. The
following is a summary of the material features of the MIP,
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including the proposed amendments. You are urged to read the full text of the
MIP which is contained in this Proxy Statement.
ELIGIBLE EMPLOYEES. All senior officers, including the five Covered Employees,
of Comerica or any of its affiliates are eligible to participate in the MIP.
Directors of Comerica who are not salaried employees of Comerica or an affiliate
are not eligible to participate.
ADMINISTRATION OF THE PLAN. The MIP is administered by the Compensation
Committee or such other committee of directors as may be designated by
Comerica's Board of Directors in the future. Any committee designated to
administer the MIP must have at least two members and each member must meet the
standards of independence necessary to qualify as an "outside director" under
Section 162(m) of the Code. Consequently, none of the eligible officers or
employees of Comerica, or any of its affiliates, are permitted to serve on the
Compensation Committee.
PERFORMANCE TARGETS. The Compensation Committee will establish corporate
financial performance targets within the deadlines required by the regulations
promulgated under Section 162(m) of the Internal Revenue Code. An incentive
fund, from which bonuses may be paid to eligible individuals, will be
established based on the level of attainment of the performance targets, the
number of eligible individuals, each individual's officer rank and his or her
annual base salary. Corporate financial targets will be based on the performance
criteria described above in the amendments. Each eligible individual may receive
a bonus based on his or her individual performance during the applicable
performance period. However, in the case of any Covered Employee, the
Compensation Committee may not increase the amount an individual is eligible to
receive as calculated on the basis of the level of corporate performance under
the pre-established performance targets relating to the performance period.
Further, the aggregate amount of bonuses which may become payable in any year
under the MIP to a Covered Employee may not exceed (1) 300% of his or her base
salary and (2) $5,000,000, whichever amount is less. Bonuses may be settled in
cash and/or shares of Comerica's common stock shortly after the end of each
performance period.
For any performance period, the Compensation Committee may measure performance
objectives on an absolute basis or relative to a group of peer banks selected by
the Compensation Committee, to internal goals or to levels attained in prior
performance periods. During any performance period, the Compensation Committee
may adjust the performance goals as it deems equitable in recognition of unusual
or nonrecurring events affecting Comerica, changes in applicable tax laws or
accounting principles or other factors the Compensation Committee deems
relevant. However, the Compensation Committee may not adjust the performance
goals for an award held by a Covered Employee with respect to the year in which
the award is settled so as to increase the amount of compensation payable to the
Covered Employee.
On March 26, 2001, the Compensation Committee established performance targets
under the MIP for the 2001 performance period and the 1999 to 2001 three-year
performance period.
Once the Compensation Committee has determined the amount payable to any Covered
Employee, it must certify the amounts in writing and authorize Comerica to make
payments to the recipients in accordance with the provisions of the MIP.
AMENDMENT AND TERMINATION OF THE PLAN. The Compensation Committee may amend,
modify or terminate the MIP in any manner at any time without the consent of any
eligible individual. This plan will remain in effect until terminated by
Comerica. Termination or amendment of the MIP will not affect any individual's
right to receive any incentive already earned.
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The following table provides information concerning estimated amounts which may
awarded under the MIP for the period indicated.
MAXIMUM AWARDS
DOLLAR VALUE OF DOLLAR VALUE OF
2001 1999 - 2001
NAME AND POSITION MAXIMUM AWARD MAXIMUM AWARD
----------------- --------------- ---------------
Eugene A. Miller............................................ 1,940,000 970,000
Chairman of the Board, President and Chief Executive
Officer
John D. Lewis, Vice Chairman................................ 873,000 388,000
Ralph W. Babb, Jr., Vice Chairman........................... 864,000 384,000
Joseph J. Buttigieg, III, Vice Chairman..................... 819,000 364,000
J. Michael Fulton........................................... 445,900 154,350
Executive Vice President, Comerica Incorporated, and Chief
Executive Officer, Comerica Bank-California
All Current Executive Officers as a Group................... 5,480,110 2,442,125
All Current Directors, who are not Executive Officers, as a
Group..................................................... -0- -0-
All Current Employees, including Non-Executive Officers, as
a Group................................................... 35,404,536 10,221,606
SHAREHOLDER VOTING REQUIREMENTS. If a quorum is present at the annual meeting,
the affirmative vote of a majority of the votes cast in person or by proxy by
shareholders represented and entitled to vote at the meeting is required for
approval of the MIP. In tabulating the vote, abstentions will have the same
effect as a vote against the described amendments to the MIP, however, broker
non-votes will be disregarded and will not affect the outcome.
If the amendments to the MIP are not approved by the shareholders, the
Compensation Committee will continue to administer the plan as it currently
exists and the MIP will be otherwise unaffected by this shareholder vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL TO AMEND
THE MIP.
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The information contained in the Audit and Legal Committee Report and
Performance Graph is not deemed to be soliciting material or to be filed for
purposes of the Securities Exchange Act of 1934, shall not be deemed
incorporated by reference by any general statement incorporating the document by
reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that Comerica specifically
incorporates such information by reference, and shall not be otherwise deemed
filed under such acts.
PERFORMANCE GRAPH
The performance shown on the graph below is not necessarily indicative of future
performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMERICA INCORPORATED, KEEFE 50-BANK INDEX AND S&P 500 INDEX
(ASSUMES $100 INVESTED ON 12/31/95 AND REINVESTMENT OF DIVIDENDS)
[PERFORMANCE GRAPH]
COMERICA INCORPORATED KEEFE 50-BANK INDEX S&P 500 INDEX
--------------------- ------------------- -------------
1995 100.00 100.00 100.00
1996 135.00 141.00 123.00
1997 239.00 207.00 164.00
1998 276.00 224.00 211.00
1999 194.00 216.00 255.00
2000 255.00 259.00 232.00
AUDIT AND LEGAL COMMITTEE REPORT
The Audit and Legal Committee (the "Audit Committee") oversees Comerica's
financial reporting process on behalf of the Board of Directors and is comprised
of all outside directors who are independent, as required by, and meet the
requirements of, the applicable rules of the New York Stock Exchange ("NYSE").
Management has primary responsibility for the financial statements, reporting
processes and system of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed the audited financial statements
included in Comerica's Annual Report on Form 10-K with management and the
independent auditor, including a discussion of the quality, not just the
acceptability, of the accounting principles, reasonableness of significant
judgments, and clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditor, who is responsible
for auditing and expressing an opinion on the conformity of Comerica's audited
financial statements with accounting principles generally accepted in the United
States, its judgment as to the quality, not
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just the acceptability, of the accounting principles and such other matters as
are required to be discussed with the Audit Committee under auditing standards
generally accepted in the United States, including Statement on Auditing
Standards No. 61, "Communication With Audit Committees." Further, the Audit
Committee has received and reviewed the written disclosures and the letter from
the independent auditor required by Independence Standard No. 1, "Independence
Discussions With Audit Committee," as amended, by the Independence Standards
Board. In addition, the Audit Committee has discussed with the independent
auditor the auditor's independence from management and Comerica. The Audit
Committee discussed with the independent auditors their independence, considered
whether the provision of non-audit services by the independent auditors is
compatible with maintaining the auditors' independence and received written
confirmations from the independent auditors that the non-audit services provided
by them is compatible with maintaining their independence.
The Audit Committee discussed with Comerica's internal and independent auditors
the overall scope and plans for their respective audits. The Audit Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of
Comerica's internal controls, and the overall quality of Comerica's financial
reporting. The Audit Committee held four meetings during fiscal 2000.
While the composition of the Audit Committee meets NYSE requirements, no member
of the Audit Committee is professionally engaged in the practice of, or is an
expert in, auditing or accounting, including in respect of auditor independence.
To meet its responsibilities to the Board of Directors, members of the Audit
Committee inquire of and rely on, without independent verification, the
information provided and representations made by management and the independent
auditors, relative to auditor independence, appropriateness of accounting and
financial reporting principles, preparation and audit of the financial
statements in accordance with accounting or auditing standards generally
accepted in the United States and compliance with applicable laws and
regulations. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that Comerica's
financial statements are complete and accurate, that the audit of Comerica's
financial statements has been carried out in accordance with auditing standards
generally accepted in the United States, that the financial statements are
presented in accordance with accounting principles generally accepted in the
United States or that Comerica's independent auditors are in fact "independent."
In reliance on the reviews and discussions referred to above, and subject to the
limitations on the role and responsibilities of the Audit Committee referred to
above and in the Audit Committee's charter, the Audit Committee has recommended
to the Board of Directors (and the Board of Directors has approved) that the
audited financial statements be included in Comerica's Annual Report on Form
10-K for the year ended December 31, 2000 for filing with the Securities and
Exchange Commission. The Audit Committee and the Board of Directors also have
recommended the selection of Ernst & Young LLP as Comerica's independent
auditor.
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AUDIT FEES AND AUDIT RELATED FEES, FINANCIAL INFORMATION SYSTEMS DESIGN AND
IMPLEMENTATION FEES; ALL OTHER FEES
Aggregate fees billed by Ernst & Young LLP for professional fees rendered for
the last fiscal year were: Annual audit of $537,000, and total other services of
$1,690,000, of which $569,000 was for audit related services.
THE AUDIT AND LEGAL COMMITTEE
Martin D. Walker, Chairman
Lillian Bauder
J. Philip DiNapoli
William P. Vititoe
March 27, 2001
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INDEPENDENT AUDITOR
Upon recommendation of the Audit and Legal Committee, the Board selected Ernst &
Young LLP as independent auditor to audit Comerica's financial statements for
2001. Ernst & Young audited Comerica's financial statements for 2000.
Representatives of Ernst & Young will attend the annual meeting and you may ask
questions of Ernst & Young, if you wish.
SHAREHOLDER PROPOSALS
If you would like Comerica to consider a proposal for inclusion in Comerica's
Proxy Statement for the 2002 Annual Meeting of Shareholders, you must ensure
that Comerica receives the proposal no later than December 21, 2001. Proposals
must comply with applicable laws and regulations and you must mail the proposal
to Comerica by certified or registered mail to the Corporate Secretary, Comerica
Incorporated, Comerica Tower at Detroit Center, 500 Woodward Avenue, MC 3391,
Detroit, Michigan 48226.
Under Comerica's bylaws, shareholders of Comerica must provide advance notice to
Comerica if they wish to nominate persons for election as directors or propose
items of business at an annual meeting of Comerica's shareholders. In the case
of an annual meeting of shareholders, you must deliver this notice not later
than the close of business on the 90th day nor earlier than the close of
business on the 120th day prior to the first anniversary of the immediately
preceding year's annual meeting of shareholders (i.e., for the 2002 Annual
Meeting of Shareholders, you must deliver such notice not later than the close
of business on February 21, 2002 nor earlier than the close of business on
January 23, 2002). If, however, Comerica calls the annual meeting of
shareholders for a date that is more than 30 days before or more than 60 days
after such anniversary date, Comerica must receive your notice not earlier than
the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which Comerica first made a
public announcement of the date of such meeting of shareholders. If the number
of directors to be elected to the Board at the annual meeting is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board at least 100 days prior to the first
anniversary of the immediately preceding year's annual meeting, then Comerica
will consider your notice timely (but only with respect to nominees for any new
positions created by such increase), if Comerica receives notice not later than
the close of business on the 10th day following the day on which such public
announcement is first made by Comerica. In the case of a special meeting of
shareholders called for the purpose of electing directors, your written notice
must be delivered not later than the close of business on the 10th day following
the day on which Comerica mails notice or makes public disclosure of the date of
the special meeting, whichever occurs first. You may receive a copy of
Comerica's bylaws specifying the advance notice requirements by making a written
request to the undersigned Corporate Secretary of Comerica.
ANNUAL REPORT TO SHAREHOLDERS
Comerica mailed the 2000 Annual Report to Shareholders, containing financial
statements and other information about the operations of Comerica for the year
ended December 31, 2000, to you in April 2001. You should not regard the 2000
Annual Report as proxy soliciting material.
OTHER MATTERS
The Board is not aware of any other matter to be presented at the Annual
Meeting. The Board does not intend to submit any additional matters for a vote
at the meeting and no shareholder has provided the required notice of the
shareholder's intention to propose any matter at the meeting. However, if any
other matters are properly brought before the meeting, the shares
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represented by proxies in the accompanying form will be voted with respect to
the matter in accordance with the judgment of the person or persons voting the
shares.
Under Comerica's bylaws, the Board may, without notice, properly submit
additional matters for a vote at the meeting. If the Board does so, the shares
represented by proxies in the accompanying form will be voted with respect to
the matter in accordance with the judgment of the person or persons voting the
shares.
By Order of the Board of Directors,
/s/ GEORGE W. MADISON
George W. Madison
Executive Vice President,
General Counsel and Corporate
Secretary
April 20, 2001
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APPENDIX I
COMERICA INCORPORATED
AUDIT AND LEGAL COMMITTEE
RESOLVED, that the following persons are appointed to the AUDIT AND LEGAL
COMMITTEE ("Audit Committee") of the Board of Directors (the "Board") of
Comerica Incorporated (the "Company"):
MARTIN D. WALKER, Chairman
LILLIAN BAUDER, Ph.D.
J. PHILIP DiNAPOLI
WILLIAM P. VITITOE
RESOLVED FURTHER, that the Board hereby adopts and approves the following
charter (the "Charter") for the Audit Committee:
A. Structure and membership of the Audit Committee:
1. The Audit Committee shall consist of at least three directors, all of
whom shall have no relationship to the Company that may interfere with
the exercise of their independence from management and the Company, and
all of whom shall be financially literate, as such qualification is
interpreted by the Board in its business judgment. At least one member
of the Audit Committee must have accounting or related financial
management expertise, as the Board interprets such qualification in its
business judgment.
2. No Audit Committee member shall have been employed by the Company or any
of its affiliates in the last three years.
3. No Audit Committee member shall be an immediate family member of any
executive officer employed by the Company or any of its affiliates in
the last three years.
4. No Audit Committee member shall be employed as an executive of another
corporation where any of the Company's executives serves on that
corporation's compensation committee.
5. Committee members are not partners in, or controlling shareholders of,
or an executive officer of, any for-profit business organization to
which Comerica made or received payments significant(1) to Comerica or
the director's organization in the past five years.
6. Such other requirements as may be set forth by the Audit Committee from
time to time.
B. Scope and performance of the Audit Committee's responsibilities:
1. Recommend to the Board the appointment of the outside auditor. The Audit
Committee and the Board have the ultimate authority and responsibility
to select, evaluate and, where appropriate, replace the outside auditor
(or to nominate the outside auditor to be proposed for shareholder
approval in any proxy statement). The outside auditor for the Company is
ultimately accountable to the Board and the Audit Committee.
2. Ensure that the outside auditor submits on a periodic basis to the Audit
Committee a formal written statement delineating all relationships
between the auditor and the Company. Specifically, ensure receipt of the
written disclosures and the letter from the outside auditor required by
ISB Standard No. 1, as may be modified or supplemented. Actively engage
in a dialogue with the outside auditor with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the outside
- ---------------
(1)During either of the business organization=s two preceding years, commercial
payments that exceed five percent of the (director's) business organization's
consolidated gross revenue, or $200,000, whichever is more.
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auditor and recommend that the Board take appropriate action in
response to the outside auditor's report to satisfy itself of the
outside auditor's independence.
3. Review with the outside auditor the scope of the annual independent
audit and any reports issued in connection with the audit. Review the
audited financial statements and the financial reporting process and
recommend approval of the Proxy Statement and Form 10-K. Discuss with
the outside auditor the matters required to be discussed by SAS 61, as
may be modified or supplemented.
4. Discuss the audited financial statements with management.
5. Provide an Audit Committee report in the Company's annual proxy
statement.
6. At least annually, review with management the role and scope of the work
performed by the internal auditors, approve the audit plan and
periodically review the plan status and findings.
7. At least annually, meet privately with the internal auditor and outside
auditor.
8. Review the periodic examinations made by regulatory authorities and any
replies required in connection with the examinations.
9. Periodically review the status of any pending litigation which could be
costly to the Company or seriously affect the reputation of the Company.
10. Review with management the programs and procedures to avoid conflicts of
interest as well as those covering other aspects of business ethics.
11. Review executive officer travel and entertainment expenses including
executive perquisites to assess the reasonableness and appropriate
documentation of the expenses.
12. Review summary reports provided by the Consumer Compliance Officer and
the Investment Services Compliance Officer to determine that corrective
measures are implemented where appropriate.
13. Review annually with management and the outside auditor their assessments
of the adequacy of internal controls and the Company's compliance with
designated laws and regulations as required by FDICIA.
14. Review and reassess annually the adequacy of the Charter.
15. Review annually and recommend to the Board for approval the Audit Policy
and Code of Ethics.
16. Review annually and recommend to the Board for approval the Disaster
Protection Program for the Company.
17. Review annually and recommend to the Board for approval the adequacy of
insurance coverage.
18. Institute investigations of suspected improprieties.
19. Receive notification of filed Suspicious Activity Reports.
20. Review with management the programs and procedures to promote compliance
with laws and regulations, including Regulation O, and with corporate
policy.
21. Assist any committee designated as a compliance review committee of a
Comerica affiliate in performing its functions as a compliance review
committee.
22. Retain special counsel or other expert assistance at the Audit
Committee's discretion for any matter that comes before the Audit
Committee.
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23. Review any other matters that may be delegated to the Audit Committee by
the Board.
24. Keep the Board informed of matters that come before the Audit Committee
and advise the Board of any developments which the Audit Committee
believes should have Board consideration.
25. Such other responsibilities as may be set forth by the Audit Committee
from time to time.
Charter responsibilities are fulfilled as indicated on a responsibility
monitoring matrix on which the Audit Committee sets forth the action plans and
schedules relating to the above-described responsibilities.
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APPENDIX II
AMENDED AND RESTATED
COMERICA INCORPORATED
1997 LONG-TERM INCENTIVE PLAN
SECTION 1. PURPOSE.
The purpose of Comerica's Long-Term Incentive Plan is to align the interests of
employees of the Corporation selected to receive awards with those of
shareholders by rewarding long term decision-making and actions for the
betterment of the Corporation. Accordingly, eligible individuals may receive
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Awards
and Other Stock-Based Awards. Ownership of the Corporation's stock assists in
the attraction and retention of qualified employees, and provides them with
additional incentive to devote their best efforts to pursue and sustain the
Corporation's superior long-term performance. This enhances the value of the
Corporation for the benefit of its shareholders.
SECTION 2. DEFINITIONS.
A. "Affiliate" means (i) any entity that is controlled by the Corporation,
whether directly or indirectly, and (ii) any entity in which the Corporation
has a significant equity interest, as determined by the Committee.
B. "Agreement" means a written agreement, in a form approved by the Committee,
which sets forth the terms and conditions of an Award, including, but not
limited to, Performance Period, Restriction Period, as appropriate.
Agreements shall be subject to the express terms and conditions set forth
herein, and to such other terms and conditions not inconsistent with the
Plan as the Committee shall deem appropriate.
C. "Award" means an Option, a Stock Appreciation Right, a Restricted Stock
Award, a Performance Award or an Other Stock-Based Award pursuant to the
Plan. Each Award shall be evidenced by an Agreement.
D. "Award Recipient" means an Eligible Individual who has received an Award
under the Plan.
E. "Beneficiary" means any person(s) designated by an Award Recipient on a
beneficiary designation form, or, if no form, any person(s) entitled to
receive any amounts owing to such Award Recipient under this Plan upon his
or her death by reason of having been named in the Award Recipient's will or
trust agreement or having qualified as a taker of the Award Recipient's
property under the laws of intestacy. If an Award Recipient authorizes any
person, in writing, to exercise such individual's Options or Stock
Appreciation Rights following the Award Recipient's death, the term
"Beneficiary" shall include any person in whose favor such Options or Stock
Appreciation Rights are exercised by the person authorized to exercise the
Options or Stock Appreciation Rights.
F. "Board" means the Board of Directors of Comerica Incorporated.
G. "Change of Control" shall have the meaning set forth in Exhibit A to this
Plan.
H. "Code" means the Internal Revenue Code of 1986, as amended.
I. "Committee" means the committee appointed by the Board to administer the
Plan as provided herein. Unless otherwise determined by the Board, the
Compensation Committee of the Board shall be the Committee.
J. "Corporation" means Comerica Incorporated, a Delaware corporation, and its
successors and assigns.
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K. "Disabled" or "Disability" means "Totally Disabled" within the meaning of
such term as set forth in the Long-Term Disability Plan of Comerica
Incorporated (the provisions of which are incorporated herein by reference),
or as the Committee shall determine based on information provided to it.
However, with respect to the rules relating to Incentive Stock Options, the
term "Disabled" shall mean disabled as that term is utilized in Sections 422
and 22(e)(3) of the Code, or any successor Code provisions relating to ISOs.
L. "Eligible Individual" means any employee of the Corporation or any Affiliate
who the Committee determines to be an Eligible Individual. Notwithstanding
the foregoing, an Eligible Individual for purposes of receipt of the grant
of an ISO shall be limited to those individuals who are eligible to receive
ISOs under rules set forth in the Code and applicable regulations.
M. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
N. "Fair Market Value" means the closing price of a Share on the New York Stock
Exchange as reported on the Composite Tape as published in the Wall Street
Journal; if, however, there is no trading of Shares on the date in question,
then the closing price of the Shares as so reported, on the last preceding
date on which there was trading shall instead be used to determine Fair
Market Value. If Fair Market Value for any date in question cannot be
determined as provided above, Fair Market Value shall be determined by the
Committee by whatever method or means the members, in the good faith
exercise of their discretion, at that time shall deem appropriate.
O. "Incentive Stock Option" or "ISO" means an Option granted pursuant to the
Plan that meets the requirements of Section 422 of the Code, or any
successor provision, and that is intended by the Committee to constitute an
ISO.
P. "Nonqualified Stock Option" or "NQSO" means an Option granted pursuant to
the Plan that is not intended to be an Incentive Stock Option.
Q. "Option" means a Nonqualified Stock Option or an Incentive Stock Option.
R. "Other Stock-Based Award" means any right granted under Section 6(E) of the
Plan.
S. "Performance Award" means any Award made pursuant to Section 6(D) of the
Plan.
T. "Performance Measures" means, with respect to each Award, the criteria and
objectives, determined by the Committee, which must be met during the
applicable Performance Period or Restriction Period, as the case may be, as
a condition of the holder's vesting of, and receipt of payment with respect
to, or retention of, such Award. Such criteria and objectives may include,
(i) earnings per share, (ii) return equity measures (including, but not
limited to, return on assets, equity or sales), (iii) net income (before or
after taxes), (iv) cash flow (including, but not limited to, operating cash
flow and free cash flow), (v) cash flow return on investments, which equals
net cash flows divided by owner's equity, (vi) earnings before or after
taxes, interest, depreciation and/or amortization, (vii) internal rate of
return or increase in net present value, (viii)gross revenues, (ix) gross
margins or (x) share price (including, but not limited to, growth measures
and total shareholder return). The Performance Measures pertinent to any
Award shall be established at the time of the making of such Award and shall
be set forth in the Agreement covering such Award.
U. "Performance Period" means the period designated by the Committee during
which the Performance Measures applicable to an Award shall be measured. The
Performance Period shall be established on or before the time of the making
of the Award, and the length of any Performance Period shall be within the
discretion of the Committee.
V. "Plan" means the Amended and Restated Comerica Incorporated 1997 Long-Term
Incentive Plan.
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W. "Restriction Period" means the period designated by the Committee during
which Shares of Restricted Stock remain forfeitable.
X. "Restricted Stock Award" means an award of Shares pursuant to Section 6(C)
of the Plan subject to such restrictions as may be imposed by the Committee.
Shares of restricted stock shall constitute issued and outstanding Shares
for all corporate purposes.
Y. "Retirement" means retirement in accordance with the policies of the
Corporation or Affiliate which employs the Award Recipient.
Z. "Shares" means shares of Common Stock, $5.00 par value, of the Corporation
or such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 8 of the Plan.
AA. "Stock Appreciation Right" or "SAR" means a right granted under Section 6(B)
of the Plan.
BB. "Tax Withholding Date" shall mean the earliest date the obligation to
withhold tax with respect to an Award arises.
SECTION 3. STOCK SUBJECT TO THE PLAN.
Shares which may be issued pursuant to Awards under the Plan may be either
authorized and unissued Shares, or authorized and issued Shares held in the
Corporation's Treasury, Shares purchased in the open market or in private
transactions or any combination of the foregoing. Subject to adjustment as
provided in Section 8, there shall be reserved for issuance for the purpose of
Awards under the Plan sixteen million (16,000,000) Shares. Not more than 15% of
the Shares available for Awards may be utilized for Awards other than Options.
However, Shares covered by Awards which are canceled or forfeited may be
reutilized to make Awards. Not more than two million (2,000,000) Shares (subject
to adjustment as provided in Section 8) shall be available for issuance pursuant
to the exercise of Incentive Stock Options. The maximum number of Shares which
may become subject to Awards to any Eligible Individual during any calendar year
shall be the lesser of (i) 15% of the Shares available for Awards during such
calendar year, and (ii) 350,000 Shares.
SECTION 4. ADMINISTRATION.
The Plan shall be administered by the Committee. In addition to any implied
powers and duties that may be needed to carry out the provisions of the Plan,
the Committee shall have all the powers vested in it by the terms of the Plan,
including exclusive authority to select Eligible Individuals, to make Awards, to
determine the type, size, terms and timing of Awards (which need not be
uniform), to accelerate the vesting of awards in extraordinary circumstances,
including the occurrence of a Change of Control of the Corporation or the
termination of an Award Recipient's employment, to permit or prohibit the
transfer of Awards, and to prescribe the form of the Agreements governing
Awards.
The Committee may cancel all or any portion of any Award, whether or not vested
or deferred, as set forth below. Upon cancellation, the Award Recipient shall
forfeit the Award and any benefits attributable to such canceled Award or
portion thereof. The Committee may cancel an Award if, in its sole discretion,
the Committee determines in good faith that the Award Recipient has done any of
the following: (i) committed a felony; (ii) committed fraud; (iii) embezzled;
(iv) disclosed confidential information or trade secrets; (v) was terminated for
cause; (vi) engaged in any activity in competition with the business of the
Corporation or any subsidiary or affiliate of the Corporation; or (vii) engaged
in conduct that adversely affected the Corporation. The Executive Vice President
- -Corporate Staff of the Corporation, or such other person designated from time
to time by the Chief Executive Officer of the Corporation (the "Delegate"),
shall have the power and authority to suspend all or any portion of any Award if
the Delegate makes in good faith the determination described in the preceding
sentence. Any such
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suspension of an Award shall remain in effect until the suspension shall be
presented to and acted on by the Committee at its next meeting. This paragraph
shall have no application for a two year period following a Change of Control of
the Corporation.
The Committee may interpret the Plan and the Agreements entered into pursuant to
the Plan, establish, amend and rescind rules and regulations relating to the
Plan, make any other determinations it believes necessary or advisable in
connection with the administration of the Plan, and correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Agreement in
the manner and to the extent the Committee deems appropriate.
Determinations of the Committee shall be made by a majority vote of its members
at a meeting at which a quorum is present or pursuant to a unanimous written
consent of its members. A majority of the members of the Committee shall
constitute a quorum. All Committee determinations shall be final, conclusive and
binding on the Corporation, any Award Recipient, Beneficiary or other interested
party.
The Committee may authorize any one or more of its members, or any officer of
the Corporation, to execute and deliver documents on behalf of the Committee. No
member of the Committee shall be liable for any action or omission in connection
with the Plan, except for his or her own willful misconduct.
SECTION 5. ELIGIBILITY.
Awards may only be made to Eligible Individuals. No member of the Committee
shall be eligible to receive an Award under the Plan.
SECTION 6. AWARDS.
A. Options. The Committee may grant Options to Eligible Individuals in
accordance with the provisions of this subsection subject to such additional
terms and conditions, not inconsistent with the provisions of the Plan, as
the Committee shall determine to be appropriate.
1. Exercise Price. The purchase price per Share under an Option shall be
determined by the Committee; provided, however, that such purchase price
shall not be less than 100% of the Fair Market Value of a Share on the
date of grant of such Option, and such purchase price may not be
decreased during the term of the Option other than pursuant to Section
8.
2. Option Term. The term of each Option shall be fixed by the Committee;
provided, however, that the maximum term of each Nonqualified Stock
Option shall be ten years.
3. Time and Manner of Exercise. The Committee shall determine the time or
times at which an Option may be exercised, and the manner in which
(including, without limitation, cash, Shares, other securities, other
Awards or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price)
payment of the exercise price with respect thereto may be made, or
deemed to have been made. Any form of "cashless" exercise of an Option
which is legally permissible may be utilized under the Plan in
connection with the exercise of an Option.
4. Employment Status.
a. Retirement. An Award Recipient's Retirement shall not affect any
current Options other than those granted in the calendar year of
Retirement. All current Options other than those granted in the year
of Retirement shall continue to vest pursuant to the vesting schedule
applicable to such Options and any vested Option (including any ISO
held by an optionee who is not Disabled), held by such individual
shall continue to be in full force and effect, provided the term of
the Option has not otherwise
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expired, for the remainder of the term of the Option. All options
granted in the year of Retirement which have not otherwise vested
shall terminate upon the date of Retirement.
b. Disability. Upon the cessation of the Award Recipient's employment
due to Disability, any Option held by such individual shall continue
to be exercisable, provided the term of the Option has not otherwise
expired, for a period of three years subsequent to the date of
cessation of the Award Recipient's employment (or, in the case of any
ISO held by an optionee who is Disabled, for a period of one year
subsequent to such cessation date).
c. Termination of Employment. Upon the cessation of the Award
Recipient's employment for any reason other than Retirement,
Disability or death, any Option held by such individual shall
continue to be exercisable, provided the term of the Option has not
otherwise expired, for a period of ninety days after the date of
termination of the Award Recipient's employment.
d. Death. Upon the Award Recipient's death (whether during his or her
employment with the Corporation or an Affiliate or during any
applicable post-termination exercise period), any Option held by such
individual shall continue to be exercisable by the Beneficiary(ies)
of the decedent, provided the term of the Option (as such term may
have been shortened due to the Award Recipient's Retirement,
Disability or termination of employment for any other reason) has not
otherwise expired, for a period of one year after the date of the
Award Recipient's death (or, in the case of ISOs, for a period of
three months after the Award Recipient's death).
e. Extension or Reduction of Exercise Period. In any of the foregoing
circumstances, the Committee may extend or shorten the exercise
period, but may not extend any such period beyond the term of the
Option as originally established (or, insofar as this paragraph
relates to SARs, the term of the SAR as originally established).
Further, with respect to ISOs, as a condition of any such extension,
the holder shall be required to deliver to the Corporation a release
which provides that such individual will hold the Corporation and/or
Affiliate harmless with respect to any adverse tax consequences the
individual may suffer by reason of any such extension.
5. Reload Options. With respect to Options granted pursuant to this Plan,
the Committee may grant "reload" options pursuant to which grant the
Award Recipient will receive a new Option when the payment of the
exercise price of a previously granted Option is made by the delivery of
Shares already owned by the Award Recipient pursuant to Section 6(A)(3)
hereof, and/or when Shares are tendered or forfeited as payment of the
amount required to be withheld under applicable income tax laws in
connection with the exercise of an Option. Any such new Option shall be
an Option to purchase the number of Shares not exceeding the sum of (A)
the number of Shares tendered or forfeited to satisfy the purchase price
upon the exercise of the previously-granted Option to which such
"reload" option relates, and (B) the number of Shares tendered or
forfeited as payment of the amount to be withheld under applicable
income tax laws in connection with the exercise of the Option to which
such "reload" option relates. Such "reload" Options shall have a per
share exercise price equal to the Fair Market Value as of the date of
grant of the Shares covered by such Option.
B. Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights
to Eligible Individuals in accordance with the provisions of this subsection
subject to such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine to be appropriate.
A Stock Appreciation Right granted under the Plan shall confer on the Award
Recipient a right to receive upon exercise thereof the excess of (i) the
Fair Market Value of one Share on the date of exercise (or, if the Committee
shall so determine,
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at any time during a specified period before or after the date of exercise)
over (ii) the grant price of the Stock Appreciation Right as specified by
the Committee, which price shall not be less than 100% of the Fair Market
Value of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan and any applicable Agreement, the grant
price, term, manner of exercise, dates of exercise, methods of settlement
and any other terms and conditions of any Stock Appreciation Right shall be
those determined by the Committee. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it may
deem appropriate. Except as otherwise provided herein, any SAR must be
exercised during the period of the Award Recipient's employment with the
Corporation or Affiliate. The provisions of Section 6(A)(4)(b)-(f) hereof
shall apply for purposes of determining the exercise period in the event of
the Award Recipient's Retirement, Disability, death or other termination of
employment.
C. Restricted Stock. The Committee may make Restricted Stock Awards to Eligible
Individuals in accordance with the provisions of this subsection subject to
such additional terms and conditions not inconsistent with the provisions of
the Plan as the Committee shall determine to be appropriate.
1. Nature of Restrictions. Restricted Stock Awards shall be subject to such
restrictions, including Performance Measures, as the Committee may
impose (including, without limitation, any limitation on the right to
vote a Share of restricted stock or the right to receive any dividend or
other right or property with respect thereto), which restrictions may
lapse separately or in combination at such time or times, in such
installments or otherwise as the Committee may deem appropriate;
provided, however, that the minimum Restriction Period with respect to a
Restricted Stock Award that is made subject to restrictions which are
performance-related shall be one year. In the event a Restricted Stock
Award is made subject to restrictions which are not performance-related,
the minimum Restriction Period shall be three years.
2. Stock Certificates. Shares of restricted stock under the Plan shall be
evidenced by issuance of a stock certificate(s), which shall be held by
the Corporation. Such certificate(s) shall be registered in the name of
the Award Recipient and shall bear an appropriate legend which refers to
the restrictions applicable to such Restricted Stock Award.
Alternatively, shares of restricted stock under the Plan may be recorded
in book entry form.
3. Forfeiture; Delivery of Shares. Except as otherwise determined by the
Committee, upon termination of an Award Recipient's employment (as
determined under criteria established by the Committee) during the
applicable Restriction Period, all Shares of restricted stock shall be
forfeited and reacquired by the Corporation. However, in such
circumstances, the Committee may waive, in whole or in part, any or all
remaining restrictions applicable to the Restricted Stock Award. Shares
comprising any Restricted Stock Award held by the Corporation that are
no longer subject to restrictions shall be delivered to the Award
Recipient (or his or her Beneficiary) promptly after the applicable
restrictions lapse or are waived.
D. Performance Awards. The Committee may grant Performance Awards to Eligible
Individuals in accordance with the provisions of this subsection subject to
such additional terms and conditions, not inconsistent with the provisions
of the Plan, as the Committee shall determine to be appropriate. A
Performance Award granted under the Plan (i) may be denominated or payable
in cash, Shares (including, without limitation, restricted Shares), other
securities, other Awards, or other property, and (ii) shall confer on the
Award Recipient the right to receive a payment upon the attainment of
Performance Measures during any Performance Period the Committee may
establish. The payment of any Performance Award (or any part
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of any Performance Award) in Shares (whether or not such Shares are
restricted Shares), other securities, other Awards or other property shall
be in lieu of a cash payment of such Performance Award (or such part
thereof). Subject to the terms of the Plan and any applicable Award
Agreement, the Performance Measures to be achieved during any Performance
Period, the length of any Performance Period and the amount of any payment
or transfer to be made pursuant to any Performance Award shall be determined
by the Committee.
E. Other Stock-Based Awards. The Committee may grant Other Stock-Based Awards
to Eligible Individuals in accordance with the provisions of this subsection
and subject to such additional terms and conditions, including Performance
Measures, not inconsistent with the provisions of the Plan, as the Committee
shall determine. Other Stock-Based Awards may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related
to, Shares (including, without limitation, securities convertible into
Shares), as are deemed by the Committee to be consistent with the purpose of
the Plan; provided, however, that such grants must comply with applicable
law.
F. General. Except as otherwise specified herein, the following provisions
shall relate to Awards under the Plan:
1. Consideration for Awards. Awards shall be made without monetary
consideration or for such minimal monetary consideration as may be
required by applicable law.
2. Separate or Tandem Awards. Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with, in
fulfillment of, or in substitution for, any other Award or any award
made under any plan of the Corporation or any Affiliate other than this
Plan. Awards granted in addition to, or in tandem with, other Awards, or
in addition to, or in tandem with, awards made under any such other plan
of the Corporation or any Affiliate may be made either at the same time
as, or at a different time from, the making of such other Awards or
awards.
3. Forms of Payment under Awards. Subject to the terms of the Plan and of
any applicable Agreement, payments or transfers to be made by the
Corporation or an Affiliate upon the grant, exercise or payment of an
Award may be made in such form or forms as the Committee shall determine
(including, without limitation, cash, Shares, other securities, other
Awards or other property or any combination thereof), and may be made in
a single payment or transfer, in installments or an a deferred basis, in
each case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on
installment or deferred payments.
4. Limits on Transfer of Awards. No Award and no right under any such Award
shall be transferable by an Award Recipient otherwise than by will or by
the laws of intestacy; provided, however, that, an Award Recipient may,
in the manner established by the Committee, designate a Beneficiary to
exercise the rights of the Award Recipient and to receive any property
distributable with respect to any Award upon the death of the Award
Recipient. Each Award or right under any Award shall be exercisable
during the Award Recipient's lifetime only by the Award Recipient or, if
permissible under applicable law, by the Award Recipient's guardian or
legal representative. No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance thereof shall be void and
unenforceable against the Corporation or any Affiliate.
5. Term of Awards. Subject to any specific provisions of the Plan, the term
of each Award shall be for such period as may be determined by the
Committee.
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6. Securities Law Restrictions. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such restrictions as the Committee
may deem advisable under the Plan, or the rules, regulations and other
requirements of the Securities and Exchange Commission, the New York
Stock Exchange, any other exchange on which Shares may be eligible to be
traded or any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.
7. Limitation on Awards. The maximum amount of compensation payable with
respect to any Award to any Eligible Officer under the Plan which is
settled in cash will not exceed $5,000,000 for any calendar year.
SECTION 7. WITHHOLDING OF TAXES.
The Corporation will, if required by applicable law, withhold the minimum
statutory amount of Federal, state and/or local withholding taxes in connection
with the exercise or vesting of an Award. Unless otherwise provided in the
applicable Agreement, each Award Recipient may satisfy any such tax withholding
obligation by any of the following means, or by a combination of such means: (i)
a cash payment; (ii) by delivery to the Corporation of already-owned Shares
which have been held by the individual for at least six months having a Fair
Market Value, as of the Tax Withholding Date, sufficient to satisfy the amount
of the withholding tax obligation arising from an exercise or vesting of an
Award; (iii) by authorizing the Corporation to withhold from the Shares
otherwise issuable to the individual pursuant to the exercise or vesting of an
Award, a number of shares having a Fair Market Value, as of the Tax Withholding
Date, which will satisfy the amount of the withholding tax obligation; or (iv)
by a combination of such methods of payment. If the amount requested is not
paid, the Corporation may refuse to satisfy the Award.
SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
In the event the number of outstanding Shares changes as a result of any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off, spin-off, liquidation
or other similar change in capitalization, or any distribution made to common
stockholders other than cash dividends, the number or kind of shares that may be
issued under the Plan pursuant to Section 3, and the number or kind of shares
subject to, or the exercise price per share under, any outstanding Award, shall
be automatically adjusted, and the Committee shall be authorized to make such
other equitable adjustment of any Award or Shares issuable pursuant thereto, or
in any Performance Measures relating to any Award, so that the value of the
interest of the individual shall not be decreased by reason of the occurrence of
such event. Any such adjustment shall be conclusive and binding.
SECTION 9. AMENDMENT AND TERMINATION.
The Committee may amend, modify or terminate the Plan, at any time, in such
respects as it shall deem advisable. Any such amendment, modification or
termination of the Plan shall not, without the consent of any Award Recipient,
adversely affect his or her rights under an Award previously made. Any amendment
by the Committee hereunder to reprice options granted under the Plan shall be
subject to shareholder approval.
SECTION 10. MISCELLANEOUS PROVISIONS.
A. No employee or other person shall have any claim or right to receive an
Award under the Plan.
B. Receipt of an Award shall not confer upon the Award Recipient any rights of
a shareholder with respect to any Shares subject to such Award except as
specifically provided in the Agreement relating to the Award.
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C. The Plan, the making and exercise of Awards thereunder, and the obligations
of the Corporation to satisfy Awards shall be subject to all applicable
Federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required, and the Committee may
impose any additional restrictions with respect to Awards in order to comply
with any legal requirements applicable to Awards or to qualify for any
exemption it may deem appropriate.
D. The expenses of the Plan shall be borne by the Corporation.
E. By accepting an Award under the Plan or payment pursuant to any Award, each
Award Recipient, legal representative and Beneficiary shall be conclusively
deemed to have indicated his or her acceptance and ratification of, and
consent to, any action taken under the Plan by the Committee or the
Corporation.
F. Awards under the Plan shall be binding upon the Corporation, its successors,
and assigns.
G. Nothing in the Plan, or in any Agreement entered into pursuant to the Plan,
shall confer on an Award Recipient any right to continue in the employ of
the Corporation or any Affiliate, or in any way affect the Corporation's (or
such Affiliate's) right to terminate the individual's employment without
prior notice, at any time, for any reason or for no reason.
H. Participation in the Plan shall not affect an individual's eligibility to
participate in any other benefit or incentive plan of the Corporation.
I. A breach by any Award Recipient, his or her Beneficiary(ies), or legal
representative, of any restrictions, terms or conditions contained in the
Plan, any Agreement, or otherwise established by the Committee with respect
to any Award will, unless waived in whole or in part by the Committee,
cause a forfeiture of such Award.
J. This amended 1997 Long-Term Incentive Plan, effective as of November 19,
1999, shall be further amended and restated, effective as of May 23, 2001,
(subject to approval of the stockholders of the Corporation on May 22,
2001), and thereafter shall remain in effect until terminated in accordance
with Section 9 hereof.
K. Except to the extent superseded by Federal law, the provisions of this Plan
shall be interpreted and construed in accordance with the laws of the State
of Delaware.
Compensation Committee Approved: March 26, 2001
Board Approved: March 27, 2001
Shareholders Approved:
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EXHIBIT A
CHANGE OF CONTROL
For the purpose of this Plan, a "Change of Control" shall mean:
1. The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (i) the then outstanding shares of common stock of
the Corporation (the "Outstanding Corporation Common Stock") or (ii) the
combined voting power of the then out standing voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that
for purposes of this subsection (a), the following acquisitions shall
not constitute a Change of Control: (i) any acquisition directly from
the Corporation, (ii) any acquisition by the Corporation, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the
Corporation or (iv) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of
subsection 3 of this Exhibit A; or
2. Individuals who, as of the date hereof, constitute the Corporation's
Board of Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Corporation's shareholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
3. Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the Corporation's
assets (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the company resulting from
such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Corporation or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the company resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed prior
to the Business Combination and (iii) at least a majority of the members
of the board of directors of the company resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
4. Approval by the Corporation's shareholders of a complete liquidation or
dissolution of the Corporation.
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APPENDIX III
AMENDED AND RESTATED
COMERICA INCORPORATED
MANAGEMENT INCENTIVE PLAN
SECTION 1. PURPOSE.
The purpose of the Comerica Incorporated Management Incentive Plan is to promote
and advance the interests of Comerica Incorporated (the "Corporation") and its
shareholders by enabling the Corporation to attract, retain and reward key
employees of the Corporation and its Affiliates, and to qualify incentive
compensation paid to Participants who are covered Employees as performance-based
compensation within the meaning of Section 162(m) of the Code.
SECTION 2. DEFINITIONS.
The terms below shall have the following meanings:
A. "Affiliate" means (i) any entity that is controlled by the Corporation,
whether directly or indirectly, and (ii) any entity in which the Corporation
has a significant equity interest, as determined by the Committee.
B. "Annual Base Salary" means the participant's rate of annual salary as of the
last December 1st occurring during the Performance Period.
C. "Board" means the Board of Directors of the Corporation.
D. "Code" means the Internal Revenue Code of 1986, as amended.
E. "Committee" means the committee appointed by the Board to administer the
Plan as provided herein. Unless otherwise determined by the Board, the
Compensation Committee of the Board shall be the Committee.
F. "Corporation" means Comerica Incorporated, a Delaware corporation, and its
successors and assigns.
G. "Covered Employee" means a "covered employee" within the meaning of Section
162(m) of the Code.
H. "Incentive Payment" means, with respect to each Participant, the amount he
or she may receive for the applicable Performance Period as established by
the Committee pursuant to the provisions of the Plan.
I. "Participant" means any employee of the Corporation or an Affiliate who is
designated by the Committee as eligible to receive an Incentive Payment
under the Plan.
J. "Performance Goals" means (i) earnings per share, (ii) return measures
(including, but not limited to, return on assets, equity or sales), (iii)
net income (before or after taxes), (iv) cash flow (including, but not
limited to, operating cash flow and free cash flow), (v) cash flow return on
investments, which equals net cash flows divided by owner's equity, (vi)
earnings before or after taxes, interest, depreciation and/or amortization,
(vii) internal rate of return or increase in net present value, (viii) gross
revenues, (ix) gross margins or (x) share price (including, but not limited
to, growth measures and total shareholder return). Performance Goals with
respect to awards for employees who are not Covered Employees may also be
based on any other objective performance goals as may be established by the
Committee for a Performance Period. Performance Goals may be absolute in
their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated and may be based on or adjusted
for any other objective goals, events, or occurrences established by the
Committee for a Performance Period. Such
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Performance Goals may be particular to a line of business, subsidiary or
other unit or may be based on the performance of the Corporation generally.
Such Performance Goals may cover such period as may be specified by the
Committee.
K. "Performance Period" means, with respect to any Incentive Payment, the
period, not to be less than 12 months, specified by the Committee, including
but not limited to, for a one-year performance period, the calendar year.
L. "Performance Targets" mean the specific measures which must be satisfied in
connection with any Performance Goal prior to funding of any incentive pool.
M. "Plan" means the Amended and Restated Comerica Incorporated Management
Incentive Plan.
SECTION 3. ADMINISTRATION.
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have exclusive authority to
interpret the Plan, to promulgate, amend, and rescind rules and regulations
relating to it and to make all other determinations deemed necessary or
advisable in connection with the administration of the Plan, including, but not
limited to, determinations relating to eligibility, whether to make Incentive
Payments, the terms of any such payments, the time or times at which Performance
Goals are established, the Performance Periods to which Incentive Payments
relate, and the actual dollar amount of any Incentive Payment. The
determinations of the Committee pursuant to this authority shall be conclusive
and binding.
The Committee may, in its discretion, authorize the Chief Executive Officer of
the Corporation to act on its behalf, except with respect to matters relating to
such Chief Executive Officer or which are required to be certified by a majority
of the Committee under the Plan, or which are required to be handled exclusively
by the Committee under Code Section 162(m) or the regulations promulgated
thereunder.
SECTION 4. ESTABLISHMENT OF PERFORMANCE GOALS AND INCENTIVE PAYMENTS.
A. Establishment of Performance Goals. Prior to the earliest time required by
Section 162(m) of the Code or the regulations thereunder, the Committee
shall, in its sole discretion, for each such Performance Period, determine
and establish in writing the following:
1. The Performance Goals applicable to the Performance Period; and
2. The Performance Targets pursuant to which the total amount which may be
available for payment to all Participants as Incentive Payments based
upon the relative level of attainment of the Performance Goals may be
calculated.
B. Certification and Payment. After the end of each Performance Period, the
Committee shall:
1. Certify in writing, prior to the unconditional payment of any Incentive
Payment, the level of attainment of the Performance Goals for the
Performance Period;
2. Determine the total amount available for Incentive Payments based on the
relative level of attainment of such Performance Goals;
3. In its sole discretion, adjust the size of, or eliminate, the total
amount available for Incentive Payments for the Performance Period; and
4. In its sole discretion, determine the share, if any, of the available
amount to be paid to each Participant as that Participant's Incentive
Payment, and authorize payment of such amount. In the case of a
Participant who is a Covered Employee, the Committee shall not be
authorized to increase the amount of the Incentive Payment for any
Performance
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Period determined with respect to any such individual by reference to
the applicable Performance Targets except to the extent permitted under
Section 162(m) of the Code and regulations thereunder.
C. Conditional Payments. The Committee may authorize a conditional payment of
a Participant's Incentive Payment prior the end of a Performance Period
based upon the Committee's good faith determination of the projected size of
(i) the total amount which will become available for payment as Incentive
Payments for the Performance Period, and (ii) the amount determined with
respect to any such Participant by reference to the Performance Targets.
D. Other Applicable Rules.
1. Unless otherwise determined by the Committee with respect to any Covered
Employee or by the Corporation's Chief Executive Officer with respect to
any other Participant (unless otherwise required by applicable law), no
payment pursuant to this Plan shall be made to a Participant unless the
Participant is employed by the Corporation or an Affiliate as of the
date of payment; provided, however, in the event of the Participant's
(i) retirement in accordance with the policies of the Corporation or
Affiliate which employs the Participant, (ii) death, or (iii) disability
(within the meaning of such term as set forth in the Long-Term
Disability Plan of Comerica Incorporated or its successor, the
provisions of which are incorporated herein by reference, or as the
Committee shall determine based on information provided to it), the
Corporation shall pay the Participant an Incentive Payment for the
applicable Performance Period, which Incentive Payment shall be prorated
based on the number of months the Participant was employed by the
Corporation or an Affiliate during the applicable Performance Period, in
which the Participant's retirement, death or disability occurred. In the
case of the Participant's retirement, such payment shall be made at the
end of the Performance Period during which the Participant retired in
the normal course of payments made to all other participants, and in the
case of the Participant's death or disability, such payment shall be
made as soon as is administratively feasible following the date of the
Participant's death or disability.
2. Incentive Payments shall be subject to applicable federal, state and
local withholding taxes and other applicable withholding in accordance
with the Corporation's payroll practices as from time-to-time in effect.
3. The maximum amount which may become payable to any Covered Employee in
any calendar year as an Incentive Payment with respect to all
Performance Periods completed during such calendar year shall be the
lesser of (i) 300% of such Participant's Annual Base Salary, and (ii)
$5,000,000.
4. Incentive Payments calculated by reference to any Performance Periods
shall be payable in cash, provided however, that such percentage as
determined by the Committee shall automatically be invested on behalf of
the recipient in shares of the Corporation's common stock, $5.00 par
value per share ("Shares"). Any such Shares shall be subject to
restrictions as may be determined by the Committee. In each case,
Incentive Payments shall be made as soon as practical after the
completion of the Performance Period. Notwithstanding anything in this
Section 4(D)(4) to the contrary, if a Participant elects to defer
receipt of all or any portion of an Incentive Payment under the
provisions of any deferred compensation plan maintained by the
Corporation, the provisions in this Plan (including the Provisions of
this Section 4(D)(4)) regarding the timing and form of payment of
Incentive Payments shall cease to apply to such deferred amounts and the
provisions of the applicable deferred compensation plan shall govern the
timing and form of payment of such deferred amounts.
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5. A Participant shall have the right to defer any or all of any Incentive
Payment as permitted under the provisions of any deferred compensation
plan maintained by the Corporation. The Committee, in its sole
discretion, may impose limitations on the percentage or dollar amount of
any Participant election to defer any Incentive Payment and may impose
rules prohibiting the deferral of less than 100% of any Incentive
Payment.
6. Until paid to a Participant, awards shall not be subject to the claims
of creditors and may not be assigned, alienated, transferred or
encumbered in any way other than by will or pursuant to laws of
intestacy.
SECTION 5. AMENDMENT OR TERMINATION.
The Committee may amend, modify or terminate the Plan in any respect at any time
without the consent of any Participant. Any such action may be taken without the
approval of the Corporation's shareholders unless shareholder approval is
required by applicable law. Termination of the Plan shall not affect any
Incentive Payments earned prior to, but payable on or after, the date of
termination, and any such payments shall continue to be subject to the terms of
the Plan notwithstanding its termination.
SECTION 6. CHANGE OF CONTROL.
Notwithstanding any other provision hereof, in the event of a "Change of
Control" of the Company as defined in the Comerica Incorporated Executive
Officer Employment Agreements, the following provisions shall be applicable:
A. The Performance Periods then in effect will be deemed to have concluded on
the date of the Change of Control of the Company and the total amount deemed
to be available to fund the related incentive pools will be that proportion
of the amount (based upon the number of months in such Performance Period
elapsed through the date of Change of Control of the Company) which would be
available for funding assuming the Corporation had attained Performance
Goals at a level generating maximum funding for the Performance Periods; and
B. The Committee, in its sole discretion, will approve the share of the
available amount payable to each Participant as that Participant's Incentive
Payment (provided that in all events the entire available amount as
calculated pursuant to Section 6(A) shall be paid to Participants as
Incentive Payments), and payments shall be made to each Participant as soon
thereafter as is practicable.
SECTION 7. EFFECTIVE DATE OF THE PLAN.
This amended Comerica Incorporated Management Incentive Plan, effective as of
November 19, 1999, shall be further amended and restated, effective as of
January 1, 2001, (subject to approval of the shareholders of the Corporation on
May 22, 2001), and thereafter shall remain in effect until terminated in
accordance with Section 5 hereof.
SECTION 8. GENERAL PROVISIONS.
A. The establishment of the Plan shall not confer upon any Participant any
legal or equitable right against the Corporation or any Affiliate, except as
expressly provided in the Plan.
B. The Plan does not constitute an inducement or consideration for the
employment of any Participant, nor is it a contract between the Corporation,
or any Affiliate, and any Participant. Participation in the Plan shall not
give a Participant any right to be retained in the employ of the Corporation
or any Affiliate.
C. Nothing contained in this Plan shall prevent the Board or Committee from
adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is
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required and such arrangements may be either generally applicable or
applicable only in specific cases.
D. The Plan shall be governed, construed and administered in accordance with
the laws of the State of Delaware except to the extent such laws may be
superseded by federal law.
E. This Plan is intended to comply in all aspects with applicable law and
regulation, including, with respect to those Participants who are Covered
Employees, Section 162(m) of the Code. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law or regulation, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and the invalid, illegal or unenforceable provision
shall be deemed null and void; however, to the extent permissible by law,
any provision which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit this Plan to be construed in
compliance with all applicable laws including, without limitation, Code
Section 162(m), so as to carry out the intent of this Plan.
Compensation Committee Approved: March 26, 2001
Board Approved: March 27, 2001
Shareholders Approved:
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Location of Comerica Incorporated
Annual Meeting of Shareholders
THE DETROIT INSTITUTE OF ARTS
5200 WOODWARD AVENUE, DETROIT, MICHIGAN 48202
(313) 833-7900 WWW.DIA.ORG
[COMERICA MAP]
Free valet parking is available at the Farnsworth Entrance to The Detroit
Institute of Arts.
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IF YOU CONSENTED TO ACCESS YOUR PROXY INFORMATION ELECTRONICALLY, YOU MAY VIEW
IT BY GOING TO THE FOLLOWING WEBSITE ON THE INTERNET HTTP://WWW.COMERICA.COM IN
"ABOUT COMERICA" IN "INVESTOR RELATIONS AND COMPANY OVERVIEW".
---------------------
VOTE BY TELEPHONE OR THE INTERNET COMPANY #
CONTROL #
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YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY
CARD. THE DEADLINE FOR TELEPHONE AND INTERNET VOTING IS NOON (EASTERN DAYLIGHT
SAVINGS TIME), MAY 21, 2001.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
1. Using a touch-tone telephone, dial 1-800-240-6326. You may dial this toll
free number at your convenience 24 hours a day, 7 days a week.
2. When prompted enter the 3 digit Company Number and the 7 digit Control
Number which are located in the box in the upper right hand corner of the
proxy card.
3. Follow the simple instructions provided.
VOTE BY THE INTERNET - HTTP://WWW.EPROXY.COM/CMA/ - QUICK *** EASY *** IMMEDIATE
1. Using the Internet, log-on to http://www.eproxy.com/cma/ which is available
24 hours a day, 7 days a week.
2. When prompted enter the 3 digit Company Number and the 7 digit Control
Number which are located in the box in the upper right hand corner of the
proxy card to create an electronic ballot.
3. Follow the simple instructions provided.
IF YOU VOTED BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.
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1. Election of directors: 01 James F. Cordes 02 Peter D. Cummings [ ] Vote FOR [ ] Vote WITHHELD
03 Todd W. Herrick 04 Eugene A. Miller all nominees from all nominees
05 William P. Vititoe 06 Martin D. Walker (except as marked)
07 Kenneth L. Way
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED --------------------------------------------------------
NOMINEE, WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED
TO THE RIGHT.) --------------------------------------------------------
2. Amendments to the Amended and Restated Comerica Incorporated 1997
Long-Term Incentive Plan [ ] For [ ] Against [ ] Abstain
3. Amendments to the Comerica Incorporated Management Incentive Plan [ ] For [ ] Against [ ] Abstain
IN THEIR DISCRETION, PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE MATTERS LISTED.
Address Change? Mark Box [ ] Date
Indicate changes below: ------------------------------------------
--------------------------------------------------------
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Signature(s) in Box
Please sign exactly as your name appears. When shares
are held by joint tenants, both should sign. Please give
full title when signing as attorney, executor,
administrator, trustee or guardian. If a corporation,
please sign in full corporate name by an authorized
officer. If a partnership, please sign in partnership
name by an authorized person.
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[COMERICA LOGO]
COMERICA INCORPORATED
2001 ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2001
9:30 A.M.
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[COMERICA LOGO] PROXY
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints Mark W. Yonkman and Carol H. Rodriguez as proxies, each
with the power to appoint his or her substitute, and authorizes them to
represent and vote, as designated on the reverse side, all the shares of common
stock of Comerica Incorporated held of record by the undersigned on March 28,
2001, at the annual meeting of shareholders to be held on May 22, 2001 and any
adjournment of the meeting. In their discretion, the Proxies are authorized to
vote upon any other business that may properly come before the meeting.
COMERICA INCORPORATED
2001 ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2001
9:30 A.M.
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THE DETROIT INSTITUTE OF ARTS
5200 WOODWARD AVENUE
DETROIT, MICHIGAN
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SEE REVERSE FOR VOTING INSTRUCTIONS.
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PLEASE VOTE BY TELEPHONE OR THE INTERNET.
PLEASE READ THE INSTRUCTIONS BELOW.
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Comerica encourages you to take advantage of the following convenient ways to
vote your shares for matters to be covered at the 2001 Annual Meeting of
Shareholders. Please take the opportunity to use one of the two voting methods
outlined below to cast your ballot. These methods are easy to use and save
Comerica postage and other expenses.
VOTE BY PHONE: 1-800-240-6326
-- Use any touch-tone telephone to vote your proxy.
-- Have your proxy card in hand when you call.
-- You will be prompted to enter the 3 digit Company Number and the 7
digit numeric Control Number which is located on your proxy card.
You then follow the simple instructions the system provides you.
OR
VOTE BY THE INTERNET: WWW.EPROXY.COM/CMA/
-- Use the Internet to vote your proxy.
-- Have your proxy card in hand when you access the web site.
-- You will be prompted to enter the 3 digit Company Number and the 7
digit numeric Control Number which is located on your proxy card
to create an electronic ballot.
If you vote by phone or vote using the Internet, please do not mail your proxy.
THANK YOU FOR VOTING BY PHONE OR THE INTERNET.