Looking for an agreement? Search from over 1 million agreements now.

Comerica Inc. Common Stock Director Deferral Plan

This is an actual contract by Comerica.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Amended and Restated
As of November 26, 2002
Board Approval: November 26, 2002


COMERICA INCORPORATED
COMMON STOCK DIRECTOR FEE DEFERRAL PLAN


COMERICA INCORPORATED
COMMON STOCK DIRECTOR FEE DEFERRAL PLAN


TABLE OF CONTENTS


Page No. SECTION I - PURPOSE..................................................................................1


SECTION II - DEFINITIONS.............................................................................1


SECTION III - ELIGIBILITY............................................................................3


SECTION IV - PROCEDURES RELATING TO DEFERRALS........................................................3


SECTION V - CREDITING OF EARNINGS TO ACCOUNTS........................................................4


SECTION VI - DISTRIBUTION OF DEFERRED FEES...........................................................5


SECTION VII - DESIGNATION OF BENEFICIARY.............................................................6


SECTION VIII - MISCELLANEOUS PROVISIONS..............................................................6


Amended and Restated
As of November 26, 2002
Board Approval: November 26, 2002


COMERICA INCORPORATED
COMMON STOCK DIRECTOR FEE DEFERRAL PLAN


SECTION I - PURPOSE


The purpose of this Common Stock Plan is to allow eligible directors to defer their Director Fees, under the conditions provided herein, into the Corporation Stock Unit Account. All funds in a Participant's Corporation Stock Unit Account are hypothetically invested in the Common Stock of the Corporation. Each eligible director of the Corporation must defer that percentage of the Director Fees determined by the Committee into the Corporation Stock Unit Account. The remaining Director Fees of an eligible director of the Corporation may be deferred in any portion as requested by each director. Eligible directors of any Subsidiary of the Corporation or Advisory Board may defer all or any portion of their Director Fees under this Common Stock Plan as requested by such director.


SECTION II-- DEFINITIONS


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


A. "Advisory Board" means a special board of directors appointed to advise a Subsidiary of the Corporation.


B. "Beneficiary(ies)" means such individual(s) or entity(ies) designated on the most recent Beneficiary Designation the director has properly submitted to the Corporation in accordance with Section IV of the Common Stock Plan or by the Corporation in accordance with Section VII of the Common Stock Plan if there is no valid Beneficiary Designation.


C. "Beneficiary Designation" means the written notice designating the director's Beneficiary(ies), on such form as may be modified by the Plan Administrator from time to time.


D. "Cancellation of Deferral Election" means a written notice of cancellation of election to defer unearned Director Fees made by the Participant, on such form as may be modified by the Plan Administrator from time to time.


E. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.


F. "Committee" means the Corporate Governance and Nominating Committee of the Board of Directors of the Corporation, or any successor committee duly authorized by the Board of Directors of the Corporation.


G. "Common Stock" means the common stock of the Corporation, par value $5.00.


1


Amended and Restated
As of November 26, 2002
Board Approval: November 26, 2002


H. "Common Stock Plan" means the Comerica Incorporated Common Stock Director Fee Deferral Plan, the provisions of which are set forth herein, as the Common Stock Plan may be amended and restated from time to time.


I. "Corporate Secretary" means the Secretary of Comerica Incorporated.


J. "Corporation" means Comerica Incorporated, a Delaware corporation, and its successors and assigns.


K. "Corporation Stock Unit Account" means an account established under Section V of this Common Stock Plan, solely for book-keeping purposes, in the name of each director to record those Director Fees that are deferred under this Common Stock Plan on the director's behalf and earnings and dividends thereon.


L. "Deferral Election" means a written notice to defer the payment of unearned Director Fees submitted by an eligible director on the applicable form, as such form may be modified by the Plan Administrator from time to time.


M. "Director Fees" means a director's annual retainer and any fees earned by the director for performing director duties, including fees for attending board meetings, fees for attending meetings of any committee of the board of the Corporation or its Subsidiary or an Advisory Board, if any, and fees for serving as chairman of any committee of the board of the Corporation or its Subsidiary or an Advisory Board.


N. "Participant" means an eligible director meeting the requirements of Section III below for whom a Corporation Stock Unit Account is maintained under the Common Stock Plan.


O. "Plan Administrator" means one or more individuals appointed by the Committee to handle the day-to-day administration of the Common Stock Plan.


P. "Subsidiary" means any corporation, partnership or other entity, a majority of whose stock or interests is owned by the Corporation.


Q. "Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (within the meaning of Code Section 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.


2


Amended and Restated
As of November 26, 2002
Board Approval: November 26, 2002


SECTION III - ELIGIBILITY


Each director of the Corporation, each director of any Subsidiary of the Corporation, and each director of any Advisory Board of a Subsidiary of the Corporation shall be eligible to participate in the Common Stock Plan, provided any such director is not an employee of the Corporation or an employee of any Subsidiary of the Corporation.


SECTION IV - PROCEDURES RELATING TO DEFERRALS


A. Deferral of Director Compensation.


1. Deferrals for Directors of the Corporation. (a) One-half of the Director Fees of each of the Corporation's directors shall be automatically deferred to and recorded in each individual director's Corporation Stock Unit Account and shall not otherwise be subject to any other Deferral Election (other than length of deferral and schedule of pay-out).


(a) A Corporation director may, at his or her election, defer any portion of the remainder of his or her Director Fees under this Common Stock Plan.


2. Deferral for Directors of any Subsidiary. Directors of any Subsidiary of the Corporation may defer any portion of their Director Fees under this Common Stock Plan.


3. Deferral for Directors of any Advisory Board. Directors of an Advisory Board of any Subsidiary of the Corporation may defer any portion of their Director Fees under this Common Stock Plan.


4. Minimum Deferral Period. The minimum period of deferra
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |