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

Common Stock Non-employee Director Fee Deferral

This is an actual contract by Comerica.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Banking
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 27, 2004
Search This Document
Amended and Restated as of January 27, 2004
Corporate Governance and Nominating Committee Approval: January 27, 2004
Board Approval: January 27, 2004


AMENDED AND RESTATED COMERICA INCORPORATED
COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN


AMENDED AND RESTATED COMERICA INCORPORATED
COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN


TABLE OF CONTENTS


SECTION I - PURPOSE....................................................... 1


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


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


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


SECTION V - CREDITING AND ADJUSTING ACCOUNTS.............................. 4


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


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


SECTION VIII - MISCELLANEOUS PROVISIONS................................... 7


AMENDED AND RESTATED COMERICA INCORPORATED
COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN


SECTION I - PURPOSE


The purpose of the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (the "Common Stock Plan") is to allow eligible directors to defer their Director Fees, under the conditions provided herein, into a Corporation Stock Unit Account. Eligible directors of the Corporation, any Subsidiary, or any Advisory Board may defer all or any portion of their Director Fees into a Corporation Stock Unit Account as requested by such director.


The Common Stock Plan was originally established as the "Comerica Incorporated Plan for Deferring the Payment of Director's Fees." In 1997, such plan was amended and restated as the "Comerica Incorporated Director Fee Deferral Plan." Then on May 21, 1999, the plan was divided into two plans, one of which became the "Comerica Incorporated 1999 Common Stock Director Fee Deferral Plan," and which was subsequently amended and restated on November 26, 2002 as the "Comerica Incorporated Common Stock Director Fee Deferral Plan," the plan continued herein.(1)


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 or unit of the Corporation.


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


C. "Beneficiary Designation Form" is the form used to designate the Participant's Beneficiary(ies), as modified by the Plan Administrator or the Committee from time to time.


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


- --------------- (1) The second plan which resulted from the division was named the "Comerica Incorporated 1999 Discretionary Director Fee Deferral Plan," which was amended and restated on November 26, 2002 as the "Comerica Incorporated Director Fee Deferral Plan" and was further amended and restated on January 27, 2004 as the "Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan."


E. "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.


F. "Common Stock" means the common stock of the Corporation, par value $5.00 per share.


G. "Common Stock Plan" means the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan, the provisions of which are set forth herein, as it may be further amended and restated from time to time.


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


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


J. "Deferral Election Form" is the form used to defer the payment of unearned Director Fees timely submitted by a Participant, as modified by the Plan Administrator or the Committee from time to time.


K. "Director Fees" means a director's annual retainer, if 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 Subsidiaries or Advisory Boards, if any, and fees for serving as chair of any committee of the board of the Corporation or its Subsidiaries or an Advisory Board, if any.


L. "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.


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


N. "Stock Unit" means a unit equivalent to a share of Common Stock that is maintained for the benefit of a Participant in the Corporation Stock Unit Account of such Participant.


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


P. "Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (within the meaning of Code Section 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar


2


extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.


SECTION III - ELIGIBILITY


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


SECTION IV - PROCEDURES RELATING TO DEFERRALS


A. Deferral of Director Fees. Eligible directors of the Corporation, of any Subsidiary, and of any Advisory Board may defer any portion (0% - 100%) of their Director Fees under this Common Stock Plan.


1. Deferral Period. Director Fees may be deferred pursuant to this
Section IV(A) for the period specified by the Participant in a
Deferral Election Form; provided, however, that in no event shall
the period of deferral exceed ten (10) years from the date of
distribution of the first installment. The minimum period of
deferral for Director Fees deferred pursuant to this Section
IV(A) shall be the lesser of the number of years remaining before
regular retirement, as defined in Section IV(B), or five years
from the date of service for which the Director Fees became
payable, notwithstanding the deferral election under this Common
Stock Plan.


2. Deferred Director Fees. Once Director Fees are deferred under
this Common Stock Plan, a Participant may not receive
distributions of such deferred amounts, except in accordance with
Section VI of this Common Stock Plan.


B. Regular Retirement. An eligible director of the Corporation shall retire from the board of the Corporation as provided in the Corporation's Corporate Governance Guidelines, as amended from time to time. An eligible director of any Subsidiary or of any Advisory Board shall retire from the board on which he or she serves as determined from time to time by the Corporation. Nothing contained in this Common Stock Plan shall entitle a Participant to serve beyond the term for which he or she was elected or appointed to the board(s) on which he or she serves.


C. Deferral Procedures. Any eligible director wishing to defer Director Fees must submit a Deferral Election Form to Retirement Services, Deferred Compensation Group, MC 3431, P.O. Box 75000, Detroit, Michigan 48275-3431 or to such other unit or person as designated by the Committee from time to time, prior to the beginning of the calendar year during which the Director Fees are to be earned. However, any newly-appointed or newly-elected director may submit a Deferral Election
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  52.91.39.106