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EXHIBIT 10.14
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
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN
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AMENDED AND RESTATED COMERICA INCORPORATED
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN
TABLE OF CONTENTS
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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................................ 6
SECTION VII - DESIGNATION OF
BENEFICIARY.................................. 7
SECTION VIII - MISCELLANEOUS
PROVISIONS................................... 8
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AMENDED AND RESTATED COMERICA INCORPORATED
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN
SECTION I -- PURPOSE
The purpose of the Amended and Restated Comerica Incorporated
Non-Employee Director Fee Deferral Plan
(the "Plan") is to allow eligible
directors to defer their Director Fees,
under the conditions provided herein,
into a Mutual Fund Unit Account. Eligible
directors of the Corporation,
directors of any Subsidiary or directors of
any Advisory Board may defer all or
any portion of their Director Fees into a
Mutual Fund Unit Account, as requested
by such director.
The 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 Discretionary
Director Fee Deferral Plan," and which
was subsequently amended and restated on
November 26, 2002 as the "Comerica
Incorporated 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 Plan, if there is no
valid Beneficiary designation.
C. "Beneficiary Designation Form" is the form used to designate
the
Participant's Beneficiary(ies),C. 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.
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(1) The second plan which resulted from the
division was named the "Comerica
Incorporated 1999 Common Stock Director Fee
Deferral Plan," which was amended
and restated on November 26, 2002 as the
"Comerica Incorporated Common Stock
Director Fee Deferral Plan" and was further
amended and restated on January 27,
2004 as the "Amended and Restated Comerica
Incorporated Common Stock
Non-Employee Director Fee Deferral
Plan."
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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. "Corporation"
means Comerica Incorporated, a Delaware corporation,
and its successors and assigns.
G. "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.
H. "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.
I. "Mutual Fund Unit" means a unit equivalent to a mutual fund
share
that is maintained for the benefit of a
Participant in a Mutual Fund Unit
Account of such Participant.
J. "Mutual Fund Unit Account" means an account established
under
Section V of this Plan, solely for
bookkeeping purposes, in the name of each
Participant to record those Director Fees
that have been deferred to such
account and the earnings thereon.
K. "Participant" means an eligible director meeting the
requirements of
Section III below, for whom a Mutual Fund
Unit Account is maintained under the
Plan.
L. "Plan" means the Amended and Restated Comerica Incorporated
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.
M. "Plan Administrator" means one or more individuals appointed by
the
Committee to handle the day-to-day
administration of the Plan.
N. "Reallocation of Existing Account Balances Form" is the form
used to
reallocate previously deferred Director
Fees, as modified by the Plan
Administrator from time to time.
O. "Reallocation of Future Deferrals Form" is the form used to
reallocate Director Fees to be earned in
the future, as modified by the Plan
Administrator from time to time.
P. "Subsidiary" means any corporation, partnership or other entity,
a
majority of whose stock or interests is or
are owned by the Corporation.
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Q. "Unforeseeable Emergency" means a severe financial hardship to
the
Participant resulting from a sudden and
unexpected illness or accident of the
Participant or of a dependent (within the
meaning of Code Section 152(a)) of the
Participant, loss of the Participant's
property due to casualty, or other
similar extraordinary and unforeseeable
circumstances arising as a result of
events beyond the control of the
Participant.
SECTION III - ELIGIBILITY
Each director of the Corporation, each director of any Subsidiary
and
each director of any Advisory Board shall
be eligible to participate in the
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 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 Plan.
2.
Deferred Director Fees. Once Director Fees are deferred under
this Plan, a director may not receive distributions of such
deferred amounts, except in accordance with Section VI of this
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 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
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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 Form
with respect to unearned Director Fees
within thirty (30) days of his or her
appointment or election. A deferral
election pursuant to this Plan may cover all
or a portion (0% - 100%) of the Director
Fees which may be deferred, and shall
designate into which mutual fund and in
what proportions the Director Fees
should be recorded.
In the event a Participant does not indicate an appropriate
minimum
deferral period in a Deferral Election
Form, such Participant's applicable
Director Fees shall be deferred for a
period of five years from the date of
service for which the Director Fees became
payable, notwithstanding the deferral
election under this Plan. If a Participant
does not indicate the method of
deferral, such Director Fees shall be paid
out in a single lump sum at the end
of the deferral period.
D. Modifications/Irrevocability. If a director has submitted a
Deferral
Election Form relating to Director Fees to
be earned in the future, he or she
may modify or cancel such election by
submitting a new Deferral Election Form,
so long as the modification or cancellation
is made prior to the beginning of
the calendar year in which such Director
Fees will be earned. Any such Deferral
Election Form will supersede any previous
Deferral Election Form as it relates
to Director Fees to be earned in future
calendar years. No revocation or
modification can be made with respect to
Director Fees which have already been
earned.
SECTION V - CREDITING AND ADJUSTING
ACCOUNTS
A. Value of Mutual
Fund Unit Account. Director Fees which have been deferred
under this Plan shall
be credited to Mutual Fund Unit Accounts created by
and recorded on the
books of the Corporation from time to time. Each Mutual
Fund Unit Account
shall be adjusted as follows:
1. A Participant's Mutual Fund Unit Account shall be deemed to
be
invested in one or more of the mutual funds offered for
investment
by the Committee and designated by each Participant for his or
her
account. In the event the Corporation, in its sole and absolute
discretion, has established a rabbi trust for its own benefit
to
fund
the Corporation's obligations under this Plan, or otherwise
purchased shares to be held in its own name, or for its own
account
(as general assets of the Corporation), that may be used for
meeting
its obligations to provide benefits under this Plan, the
purchase
price for Mutual Fund Units shall be the actual price of the
corresponding shares purchased by the Corporation on the open
market, provided such purchase(s) occur within 40 business days
of
the date the Director Fees would have otherwise been paid to
the
director had they not been deferred. The Mutual Fund Unit
Accounts
of directors deferring fees from the same annual retainer payment
or
the same meeting will be credited on the same basis (e.g., by
averaging prices) if stock is purchased on different days. No
Participant shall
