| Delaware | 38-1998421 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Table of Contents
Comerica Incorporated and Subsidiaries
Three Months Ended
Six Months Ended
June 30,
June 30,
(in millions, except per share data)
2005
2004
2005
2004
$
616
$
500
$
1,182
$
996
34
35
69
75
5
10
11
17
655
545
1,262
1,088
122
72
230
145
9
—
12
1
41
25
77
49
172
97
319
195
483
448
943
893
2
20
3
85
481
428
940
808
54
59
108
121
43
41
89
85
16
13
28
27
18
17
38
32
9
10
18
19
9
8
17
18
12
9
22
18
9
8
18
15
10
9
19
18
4
5
9
8
3
4
5
5
—
1
—
6
—
7
—
7
32
37
58
69
219
228
429
448
197
195
386
382
44
40
91
79
241
235
477
461
28
31
60
61
14
14
28
29
20
18
37
35
11
9
23
20
10
7
21
9
7
3
10
11
52
55
101
115
383
372
757
741
317
284
612
515
100
92
196
161
$
217
$
192
$
416
$
354
$
1.29
$
1.11
$
2.47
$
2.04
1.28
1.10
2.44
2.02
92
90
185
180
0.55
0.52
1.10
1.04
Table of Contents
Comerica Incorporated and Subsidiaries
Accumulated
Other
Total
Common
Capital
Comprehensive
Retained
Treasury
Shareholders’
(in millions, except share data)
Stock
Surplus
Income (Loss)
Earnings
Stock
Equity
$
894
$
384
$
74
$
3,973
$
(215
)
$
5,110
—
—
—
354
—
354
—
—
(156
)
—
—
(156
)
198
—
—
—
(180
)
—
(180
)
—
—
—
—
(247
)
(247
)
—
(6
)
—
(22
)
61
33
—
20
—
—
—
20
$
894
$
398
$
(82
)
$
4,125
$
(401
)
$
4,934
$
894
$
421
$
(69
)
$
4,331
$
(472
)
$
5,105
—
—
—
416
—
416
—
—
(30
)
—
—
(30
)
386
—
—
—
(185
)
—
(185
)
—
—
—
—
(232
)
(232
)
—
(9
)
—
(16
)
47
22
—
21
—
—
—
21
$
894
$
433
$
(99
)
$
4,546
$
(657
)
$
5,117
Table of Contents
Comerica Incorporated and Subsidiaries
Six Months Ended
June 30,
(in millions)
2005
2004
$
416
$
354
3
85
36
35
22
21
5
14
—
1
—
(6
)
—
(7
)
(40
)
(62
)
9
(8
)
(13
)
13
(22
)
10
—
(80
)
42
(21
)
42
(5
)
458
349
(168
)
(1,969
)
—
335
559
510
(566
)
(758
)
(2,301
)
51
(98
)
(49
)
22
(17
)
—
8
(2,552
)
(1,889
)
3,117
2,448
(85
)
(52
)
(22
)
17
56
355
(32
)
(498
)
22
33
(232
)
(247
)
(182
)
(178
)
2,642
1,878
548
338
1,139
1,527
$
1,687
$
1,865
$
301
$
199
$
148
$
106
$
23
$
11
42
—
Table of Contents
Comerica Incorporated and Subsidiaries
Three Months Ended
Six Months Ended
June 30,
June 30,
(in millions, except per share data)
2005
2004
2005
2004
$
217
$
192
$
416
$
354
8
9
14
14
8
11
14
17
$
217
$
190
$
416
$
351
$
1.29
$
1.11
$
2.47
$
2.04
1.29
1.11
2.47
2.03
1.28
1.10
2.44
2.02
1.28
1.09
2.44
2.00
Table of Contents
Comerica Incorporated and Subsidiaries
4.44
%
3.85
28.6
6.5
Table of Contents
Comerica Incorporated and Subsidiaries
Six Months Ended
June 30,
(in millions)
2005
2004
$
673
$
803
57
121
—
1
—
—
—
1
4
—
8
12
12
12
—
—
6
7
6
9
8
10
89
160
19
25
—
—
1
1
—
—
1
1
—
1
1
6
22
34
67
126
3
85
$
609
$
762
Table of Contents
Comerica Incorporated and Subsidiaries
Six Months Ended
Year Ended
(in millions)
June 30, 2005
December 31, 2004
$
212
$
318
(4
)
(8
)
$
208
$
310
$
179
$
306
$
65
$
88
Table of Contents
Comerica Incorporated and Subsidiaries
(dollar amounts in millions)
June 30, 2005
December 31, 2004
$
159
$
163
312
304
358
357
829
824
210
216
265
270
107
109
106
107
251
256
166
169
266
262
199
197
211
200
58
58
1,839
1,844
350
385
99
99
98
99
1,034
1,017
42
—
18
18
3,480
3,462
$
4,309
$
4,286
Table of Contents
Comerica Incorporated and Subsidiaries
Six Months Ended
June 30,
(in millions)
2005
2004
$
(34
)
$
(23
)
2
(80
)
—
6
(2
)
(86
)
1
(30
)
1
(56
)
$
(33
)
$
(79
)
$
(16
)
$
114
(28
)
(41
)
20
109
(48
)
(150
)
(17
)
(53
)
(31
)
(97
)
$
(47
)
$
17
$
(6
)
$
(4
)
—
(2
)
—
(2
)
$
(6
)
$
(6
)
$
(13
)
$
(13
)
—
(2
)
—
(1
)
—
(1
)
$
(13
)
$
(14
)
$
(99
)
$
(82
)
Table of Contents
Comerica Incorporated and Subsidiaries
Three Months Ended
Six Months Ended
Qualified Defined Benefit Pension Plan
June 30,
June 30,
(in millions)
2005
2004
2005
2004
$
6
$
6
$
15
$
12
12
12
27
25
(21
)
(22
)
(46
)
(42
)
2
1
3
1
5
3
10
6
$
4
$
—
$
9
$
2
Three Months Ended
Six Months Ended
Non-Qualified Defined Benefit Pension Plan
June 30,
June 30,
(in millions)
2005
2004
2005
2004
$
1
$
1
$
2
$
2
2
2
3
3
(1
)
—
(1
)
—
1
—
2
1
$
3
$
3
$
6
$
6
Three Months Ended
Six Months Ended
Postretirement Benefit Plan
June 30,
June 30,
(in millions)
2005
2004
2005
2004
$
1
$
1
$
2
$
2
(1
)
(1
)
(2
)
(2
)
1
1
2
2
$
1
$
1
$
2
$
2
Table of Contents
Comerica Incorporated and Subsidiaries
June 30, 2005
December 31, 2004
Notional/
Notional/
Contract
Unrealized
Fair
Contract
Unrealized
Fair
Amount
Gains
Unrealized
Value
Amount
Gains
Unrealized
Value
(in millions)
(1)
(2)
Losses
(3)
(1)
(2)
Losses
(3)
$
9,400
$
5
$
92
$
(87
)
$
9,930
$
17
$
59
$
(42
)
2,256
196
3
193
2,157
201
—
201
11,656
201
95
106
12,087
218
59
159
382
1
13
(12
)
376
19
1
18
53
—
—
—
58
—
1
(1
)
435
1
13
(12
)
434
19
2
17
12,091
202
108
94
12,521
237
61
176
287
—
2
(2
)
301
—
2
(2
)
287
2
—
2
349
2
—
2
2,552
21
16
5
1,726
20
16
4
3,126
23
18
5
2,376
22
18
4
4,143
67
72
(5
)
3,290
117
112
5
34
—
—
—
31
1
—
1
4,177
67
72
(5
)
3,321
118
112
6
7,303
90
90
—
5,697
140
130
10
$
19,394
$
292
$
198
$
94
$
18,218
$
377
$
191
$
186
(1) Notional or contract amounts, which represent the extent of involvement in the derivatives market, are generally used to determine the contractual cash
flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or
market risk, and are not reflected in the consolidated balance sheets.
(2)
Unrealized gains represent receivables from derivative counterparties, and therefore exposes the Corporation to credit risk. This risk is measured as the
cost to replace, at current market rates, contracts in a profitable position. Credit risk is calculated before consideration is given to bilateral collateral
agreements or master netting arrangements that effectively reduce credit risk.
(3)
The fair values of derivatives and foreign exchange contracts generally represent the estimated amounts the Corporation would receive or pay to terminate or
otherwise settle the contracts at the balance sheet date. The fair values of all derivatives and foreign exchange contracts are reflected in the consolidated
balance sheets.
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Comerica Incorporated and Subsidiaries
June 30,
Dec. 31,
2005
2004
(dollar amounts in millions)
2005
2006
2007
2008
2009
2010-2026
Total
Total
$
1,800
$
3,000
$
3,000
$
1,600
$
—
$
—
$
9,400
$
9,800
6.02
%
4.01
%
4.97
%
6.81
%
—
%
—
%
5.18
%
5.12
%
6.00
4.66
4.92
6.00
—
—
5.23
4.37
$
1
$
2
$
2
$
1
$
—
$
—
$
6
$
7
2.58
%
2.57
%
2.56
%
2.56
%
—
%
—
%
2.56
%
2.55
%
3.54
3.54
3.53
3.52
—
—
3.53
3.53
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
30
—
%
—
%
—
%
—
%
—
%
—
%
—
%
1.42
%
—
—
—
—
—
—
—
2.44
$
250
$
100
$
450
$
350
$
100
$
1,000
$
2,250
$
2,250
7.04
%
2.95
%
5.82
%
6.17
%
6.06
%
6.18
%
6.05
%
6.05
%
3.27
3.34
3.32
3.32
3.10
3.40
3.34
2.30
$
2,051
$
3,102
$
3,452
$
1,951
$
100
$
1,000
$
11,656
$
12,087
(1)
Variable rates paid on receive fixed swaps are based on prime and LIBOR (with various maturities) rates in effect at June 30, 2005.
(2)
Variable rates received are based on three-month and six-month LIBOR or one-month and three-month Canadian Dollar Offered Rate (CDOR) rates in effect at
June 30, 2005.
Table of Contents
Comerica Incorporated and Subsidiaries
Six Months Ended
Year Ended
Six Months Ended
(in millions)
June 30, 2005
December 31, 2004
June 30, 2004
$
79
$
81
$
71
74
71
62
19
34
19
Risk Management
Customer-Initiated and Other
Interest Rate
Foreign Exchange
Interest Rate
Foreign Exchange
(in millions)
Contracts
Contracts
Contracts
Contracts
$
12,087
$
434
$
2,376
$
3,321
1,600
8,788
1,299
58,457
(2,031
)
(8,787
)
(325
)
(57,601
)
—
—
(224
)
—
$
11,656
$
435
$
3,126
$
4,177
(in millions)
June 30, 2005
December 31, 2004
$
6,227
$
6,326
342
340
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Comerica Incorporated and Subsidiaries
Small Business &
Wealth &
Personal Financial
Institutional
(dollar amounts in millions)
Business Bank
Services
Management
Six Months Ended June 30,
2005
2004
2005
2004
2005
2004
$
687
$
693
$
298
$
288
$
73
$
73
23
2
—
8
(1
)
—
141
145
102
109
159
155
300
296
259
251
167
168
167
190
49
50
24
22
$
338
$
350
$
92
$
88
$
42
$
38
$
50
$
114
$
9
$
9
$
8
$
3
$
34,826
$
32,908
$
6,440
$
6,520
$
3,625
$
3,235
33,544
31,808
5,773
5,787
3,351
2,983
20,116
19,459
16,835
16,703
2,433
2,579
20,918
20,085
16,831
16,696
2,440
2,589
2,489
2,458
786
792
414
404
1.94
%
2.13
%
1.05
%
1.01
%
2.31
%
2.33
%
27.17
28.49
23.43
22.27
20.22
18.67
4.11
4.37
3.58
3.46
4.36
4.88
36.30
35.39
64.52
63.30
72.16
73.73
Finance
Other
Total
Six Months Ended June 30,
2005
2004
2005
2004
2005
2004
$
(115
)
$
(158
)
$
2
$
(2
)
$
945
$
894
—
—
(19
)
75
3
85
31
32
(4
)
7
429
448
—
—
31
26
757
741
(36
)
(45
)
(6
)
(55
)
198
162
$
(48
)
$
(81
)
$
(8
)
$
(41
)
$
416
$
354
$
—
$
—
$
—
$
—
$
67
$
126
$
5,354
$
7,695
$
950
$
807
$
51,195
$
51,165
(15
)
(14
)
45
14
42,698
40,578
474
1,495
34
24
39,892
40,260
5,619
6,503
301
243
46,109
46,116
528
708
869
687
5,086
5,049
N/M
N/M
N/M
N/M
1.63
%
1.38
%
N/M
N/M
N/M
N/M
16.36
14.02
N/M
N/M
N/M
N/M
4.04
3.80
N/M
N/M
N/M
N/M
55.08
55.45
(1)
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
N/M – Not Meaningful
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Comerica Incorporated and Subsidiaries
Midwest & Other
(dollar amounts in millions)
Markets
Western
Texas
Six Months Ended June 30,
2005
2004
2005
2004
2005
2004
$
535
$
535
$
382
$
382
$
120
$
119
32
(40
)
(7
)
44
(6
)
5
294
288
62
75
38
39
432
436
190
181
89
88
113
138
97
96
26
23
$
252
$
289
$
164
$
136
$
49
$
42
$
42
$
63
$
13
$
58
$
8
$
5
$
24,953
$
24,298
$
13,447
$
12,440
$
5,065
$
4,641
23,564
23,084
12,814
11,744
4,877
4,476
18,884
19,075
16,542
15,596
3,676
3,870
19,650
19,714
16,584
15,595
3,675
3,863
2,131
2,116
1,034
1,037
456
439
2.02
%
2.38
%
1.87
%
1.63
%
1.92
%
1.82
%
23.64
27.33
31.78
26.18
21.39
19.22
4.55
4.63
4.65
4.92
4.90
5.32
52.17
52.98
42.67
39.65
56.70
56.08
Finance & Other
Florida
Businesses
Total
Six Months Ended June 30,
2005
2004
2005
2004
2005
2004
$
21
$
18
$
(113
)
$
(160
)
$
945
$
894
3
1
(19
)
75
3
85
8
7
27
39
429
448
15
10
31
26
757
741
4
5
(42
)
(100
)
198
162
$
7
$
9
$
(56
)
$
(122
)
$
416
$
354
$
4
$
—
$
—
$
—
$
67
$
126
$
1,426
$
1,284
$
6,304
$
8,502
$
51,195
$
51,165
1,413
1,274
30
—
42,698
40,578
282
200
508
1,519
39,892
40,260
280
198
5,920
6,746
46,109
46,116
68
62
1,397
1,395
5,086
5,049
1.00
%
1.39
%
N/M
N/M
1.63
%
1.38
%
20.94
28.77
N/M
N/M
16.36
14.02
2.95
2.88
N/M
N/M
4.04
3.80
50.34
40.57
N/M
N/M
55.08
55.45
(1)
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed
equity.
N/M – Not Meaningful
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Table of Contents
Three Months Ended
June 30, 2005
June 30, 2004
Average
Average
Average
Average
(dollar amounts in millions)
Balance
Interest
Rate
Balance
Interest
Rate
$
24,122
$
329
5.46
%
$
22,178
$
217
3.93
%
3,101
54
6.99
3,253
42
5.13
8,513
129
6.06
8,050
100
4.99
1,357
20
5.75
1,209
17
5.73
2,673
38
5.75
2,653
30
4.57
1,283
13
4.08
1,271
14
4.29
2,185
31
5.77
2,115
23
4.42
—
3
—
—
57
—
43,234
617
5.72
40,729
500
4.93
3,681
34
3.67
4,460
35
3.17
497
5
4.54
2,450
10
1.51
47,412
656
5.54
47,639
545
4.59
1,697
1,727
(645
)
(812
)
3,171
3,039
$
51,635
$
51,593
$
17,190
77
1.80
$
17,886
43
0.95
1,568
1
0.42
1,651
1
0.38
5,509
36
2.57
5,991
24
1.61
738
8
4.23
655
4
2.20
25,005
122
1.96
26,183
72
1.10
1,182
9
3.06
262
—
0.94
4,314
41
3.83
4,566
25
2.17
30,501
172
2.26
31,011
97
1.26
14,995
14,730
1,039
849
5,100
5,003
$
51,635
$
51,593
$
484
3.28
$
448
3.33
$
1
$
—
0.81
0.44
4.09
%
3.77
%
(1)
Average rate based on average historical cost.
Table of Contents
Three Months Ended
June 30, 2005/June 30, 2004
Increase
(Decrease)
Due to
Increase (Decrease)
Net
(in millions)
Rate
Due to Volume *
Increase (Decrease)
$
82
$
35
$
117
6
(7
)
(1
)
12
(17
)
(5
)
100
11
111
55
(5
)
50
2
7
9
19
(3
)
16
76
(1
)
75
$
24
$
12
$
36
*
Rate/Volume variances are allocated to variances due to volume.
Table of Contents
Six Months Ended
June 30, 2005
June 30, 2004
Average
Average
Average
Average
(dollar amounts in millions)
Balance
Interest
Rate
Balance
Interest
Rate
$
23,688
$
615
5.23
%
$
21,947
$
435
3.99
%
3,077
103
6.74
3,303
83
5.07
8,415
247
5.92
8,008
200
5.01
1,333
38
5.67
1,217
35
5.75
2,703
74
5.53
2,640
61
4.59
1,272
26
4.10
1,281
28
4.34
2,210
61
5.60
2,182
46
4.26
—
20
—
—
109
—
42,698
1,184
5.59
40,578
997
4.94
3,735
69
3.64
4,505
75
3.32
598
11
3.92
2,147
17
1.57
47,031
1,264
5.41
47,230
1,089
4.63
1,668
1,695
(665
)
(821
)
3,161
3,061
$
51,195
$
51,165
$
17,499
146
1.68
$
17,897
85
0.95
1,575
3
0.41
1,629
3
0.39
5,533
67
2.43
6,254
50
1.60
725
14
3.98
622
7
2.30
25,332
230
1.83
26,402
145
1.10
814
12
2.97
286
1
0.91
4,295
77
3.61
4,680
49
2.11
30,441
319
2.11
31,368
195
1.25
14,560
13,858
1,108
890
5,086
5,049
$
51,195
$
51,165
$
945
3.30
$
894
3.38
$
2
$
1
0.74
0.42
4.04
%
3.80
%
(1)
Average rate based on average historical cost.
Table of Contents
Six Months Ended
June 30, 2005/June 30, 2004
Increase
(Decrease)
Due to
Increase (Decrease)
Net
(in millions)
Rate
Due to Volume *
Increase (Decrease)
$
130
$
57
$
187
8
(14
)
(6
)
18
(24
)
(6
)
156
19
175
95
(10
)
85
3
8
11
35
(7
)
28
133
(9
)
124
$
23
$
28
$
51
*
Rate/Volume variances are allocated to variances due to volume.
Table of Contents
Table of Contents
Six Months Ended
(dollar amounts in millions)
June 30, 2005
June 30, 2004
$
338
72
%
$
350
74
%
92
19
88
18
42
9
38
8
472
100
%
476
100
%
(48
)
(81
)
(8
)
(41
)
$
416
$
354
Table of Contents
Six Months Ended
(dollar amounts in millions)
June 30, 2005
June 30, 2004
$
252
53
%
$
289
61
%
164
35
136
28
49
10
42
9
7
2
9
2
472
100
%
476
100
%
(56
)
(122
)
$
416
$
354
Table of Contents
Table of Contents
Table of Contents
June 30,
December 31,
(in millions)
2005
2004
$
125
$
161
8
31
2
3
10
34
9
6
32
58
41
64
2
1
2
1
9
15
23
36
212
312
—
—
212
312
34
27
—
—
$
246
$
339
$
24
$
15
(dollar amounts in millions)
June 30, 2005
March 31, 2005
December 31, 2004
$
2,166
$
2,225
$
2,245
5.0
%
5.3
%
5.5
%
Table of Contents
Three Months Ended
(dollar amounts in millions)
June 30, 2005
June 30, 2005
Net
Loans Transferred
Charge-Offs
SIC Category
Nonaccrual Loans
To Nonaccrual (1)
(Recoveries)
$
44
21
%
$
26
55
%
$
7
23
%
31
15
4
8
—
—
28
13
7
15
5
17
28
13
—
—
4
12
13
6
5
11
4
13
12
6
5
11
1
5
11
5
—
—
6
21
11
5
—
—
3
12
9
4
—
—
2
8
8
4
—
—
—
(1
)
5
2
—
—
(3
)
(11
)
12
6
—
—
—
1
$
212
100
%
$
47
100
%
$
29
100
%
(1)
Based on an analysis of nonaccrual loans with book balances greater than $2 million.
(2)
The Corporation’s concentration of credit in the automotive industry includes both a
dealer and non-dealer component. The loans which should be aggregated into a
concentration of credit are those which react similarly to change in economic
conditions. This aggregation involves the exercise of judgment. In the second quarter
2005, management decided to revise the criteria used to accumulate the non-dealer
component of automotive industry concentration to a definition which focuses on those
customers directly affected by automotive production. Included in the
revised definition are:
(a) original equipment manufacturers and Tier 1 and Tier 2 suppliers that produce
components used in vehicles and whose primary revenue source is automotive-related
(primary defined as greater than 50%) and (b) other manufacturers that produce
components used in vehicles and whose primary revenue source is automotive-related.
Loans less than $1 million and loans recorded in the Small Business division were
excluded from the definition.
As Previously
As Adjusted
Reported Years Ended
Years Ended
December 31
December 31
(dollar amount in billions)
2004
2003
2002
2004
2003
2002
$
4.2
$
4.3
$
4.0
$
4.2
$
4.3
$
4.0
2.4
2.3
3.0
2.8
2.7
2.8
$
6.6
$
6.6
$
7.0
$
7.0
$
7.0
$
6.8
Table of Contents
(in millions)
$
5,105
231
21
22
(31
)
1
(232
)
$
5,117
June 30,
December 31,
2005
2004
7.90
%
8.13
%
8.52
8.77
12.09
12.75
10.39
10.37
*
June 30, 2005 ratios are estimated.
Table of Contents
Table of Contents
(a)
Evaluation of Disclosure Controls and Procedures
. Management has evaluated, with the
participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, the
effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) as of the end of the period covered by
this quarterly report (the “Evaluation
Date”). Based on the evaluation, the Corporation’s Chief Executive Officer and Chief Financial
Officer have concluded that, as of the Evaluation Date, the Corporation’s disclosure controls
and procedures are effective in ensuring that information required to be disclosed by the
Corporation in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms.
(b)
Changes in Internal Controls
. During the period to which this report relates, there
have not been any changes in the Corporation’s internal controls over financial reporting that
have materially affected, or that are reasonably likely to materially affect, such controls.
•
general political, economic or industry conditions, either domestically or internationally, may be less favorable than
expected;
•
developments concerning credit quality in various industry sectors may result in an increase in the level of the
Corporation’s provision for credit losses, nonperforming assets, net charge-offs and reserve for credit losses;
•
industries in which the Corporation has lending concentrations, including, but not limited to, the automotive
production industry, could suffer a significant decline which could adversely affect the Corporation;
•
demand for commercial loans and investment advisory products may not accelerate as expected;
•
the mix of interest rates and maturities of the Corporation’s interest earning assets and interest-bearing liabilities
(primarily loans and deposits) may be less favorable than expected;
Table of Contents
•
interest rate margin changes may be greater than expected;
•
there could be fluctuations in inflation or interest rates;
•
there could be changes in trade, monetary and fiscal policies, including, but not limited to, the interest rate
policies of the Board of Governors of the Federal Reserve System;
•
customer borrowing, repayment, investment and deposit practices generally may be different than anticipated;
•
management’s ability to maintain and expand customer relationships may differ from expectations;
•
the Corporation’s ability to retain key officers and employees may change;
•
the introductions, withdrawal, success and timing of business initiatives and strategies, including, but not limited to
the opening of new branches or private banking offices, and plans to grow personal financial services and wealth
management, may be less successful or may be different than anticipated;
•
competitive product and pricing pressures among financial institutions within the Corporation’s markets may change;
•
legal and regulatory proceedings and related matters with respect to the financial services industry, including those
directly involving the Corporation and its subsidiaries, could adversely affect the Corporation or the financial
services industry in general;
•
instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, market and
liquidity, operational, compliance and business risks and enterprise-wide risk could be less effective than
anticipated, and the Corporation may not be able to effectively mitigate its risk exposures in particular market
environments or against particular types of risk;
•
there could be terrorist activities or other hostilities, which may adversely affect the general economy, financial and
capital markets, specific industries, and the Corporation;
•
there could be changes in applicable laws and regulations, including, but not limited to, those concerning taxes,
banking, securities, and insurance; and
•
there could be adverse conditions in the stock market.
Table of Contents
(shares in millions)
Total Number of Shares
Total Number
Purchased as Part of Publicly
Remaining Share
of Shares
Average Price
Announced Repurchase Plans
Repurchase
Month Ended
Repurchased
Paid Per Share
or Programs
Authorization (1)
0.2
$
57.11
0.2
8.1
0.7
57.90
0.7
7.4
1.2
55.91
1.2
6.2
0.2
56.25
0.2
6.0
0.9
56.70
0.9
5.1
0.9
57.43
0.9
4.2
4.1
$
56.85
4.1
4.2
(1)
Maximum number of shares that may yet be purchased under the plans or programs.
For
Withheld
Abstained
Broker Non-Votes
145,796,547
3,399,538
—
—
135,667,792
13,528,293
—
—
146,978,531
2,217,554
—
—
145,750,040
3,446,045
—
—
147,000,367
2,195,718
—
—
144,945,306
4,250,779
—
—
Incumbent Class I Directors
Incumbent Class II Directors
Ralph W. Babb, Jr.
William P. Vititoe
James F. Cordes
Kenneth L. Way
Peter D. Cummings
Todd W. Herrick
For
Against/Withheld
Abstained
Broker Non-Votes
145,839,383
2,244,920
1,111,782
—
Table of Contents
Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit
Agreement (revised) under the Comerica Incorporated Amended and Restated Incentive Plan
for Non-Employee Directors
Statement re: Computation of Net Income Per Common Share
Chairman, President and CEO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report
(pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification of Periodic
Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
Section 1350 Certification of Periodic Report (pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002)
Table of Contents
COMERICA INCORPORATED
(Registrant)
/s/ Elizabeth S. Acton
Elizabeth S. Acton
Executive Vice President and
Chief Financial Officer
/s/ Marvin J. Elenbaas
Marvin J. Elenbaas
Senior Vice President and Controller
(Principal Accounting Officer)
Table of Contents
Exhibit
No.
Description
Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee
Directors
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock
Unit Agreement (revised) under the Comerica Incorporated Amended and Restated Incentive
Plan for Non-Employee Directors
Statement re: Computation of Net Income Per Common Share
Chairman, President and CEO Rule 13a-14(a)/15d-14(a) Certification of Periodic
Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification
of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
Section 1350 Certification of Periodic Report (pursuant to Section
906 of the Sarbanes-Oxley Act of 2002)
EXHIBIT 10.1
- Original Plan approved by the Corporate Governance and Nominating Committee on March 23, 2004, by the Board of Directors on March 23, 2004 and by the Stockholders on May 18, 2004
- This Amended and Restated Plan approved by the Corporate Governance and Nominating Committee on July 26, 2005 and by the Board of Directors on July 26, 2005
COMERICA INCORPORATED
AMENDED AND RESTATED INCENTIVE PLAN
FOR
NON-EMPLOYEE DIRECTORS
COMERICA INCORPORATED
AMENDED AND RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
TABLE OF CONTENTS
SECTION I - PURPOSE......................... 1 SECTION II - DEFINITIONS.................... 1 SECTION III - ADMINISTRATION................ 3 SECTION IV - COMMON STOCK SUBJECT TO PLAN... 4 SECTION V - AWARDS.......................... 5 SECTION VI - TERMINATION AND AMENDMENT...... 9 SECTION VII - UNFUNDED STATUS OF PLAN....... 10 SECTION VIII - GENERAL PROVISIONS........... 10 SECTION IX - EFFECTIVE DATE OF PLAN......... 12 |
COMERICA INCORPORATED
AMENDED AND RESTATED INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
SECTION I - PURPOSE
The purpose of this Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors is to promote the continued prosperity of Comerica Incorporated by aligning the financial interests of the recipients of awards hereunder with those of the stockholders of Comerica Incorporated, to provide an additional incentive for such individuals to remain as directors, and to provide a means through which Comerica Incorporated may attract well-qualified individuals to serve as directors.
This Plan is amended and restated to comply with the new Internal Revenue Code ("Code") Section 409A and any interpretive authorities promulgated thereunder. Such compliance extends to any Awards granted on or after January 1, 2005.
SECTION II - DEFINITIONS
For purposes of this Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, the following terms are defined as set forth below:
A. "AFFILIATE" means (i) any entity that is controlled by the Corporation, whether directly or indirectly, or (ii) any entity in which the Corporation has a significant equity interest, as determined by the Committee.
B. "AWARD" means an Option Award, a Stock Appreciation Right Award, a Restricted Stock Award, a Restricted Stock Unit Award or any Other Equity-Based Award.
C. "AWARD AGREEMENT" means a written document setting forth the terms and conditions of an Award.
D. "BENEFICIARY DESIGNATION FORM" means the form used to designate the Participant's beneficiary(ies) to whom any amounts payable in the event of the Participant's death are to be paid and by whom any rights of the Participant, after the Participant's death, may be exercised, as such form may be modified by the Committee from time to time.
E. "BOARD" means the Board of Directors of the Corporation.
F. "CHANGE OF CONTROL" means a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, as defined in Code Section 409A and any interpretive authorities promulgated thereunder.
G. "CODE" means the Internal Revenue Code of 1986, as amended, including Regulations promulgated thereunder.
H. "COMMITTEE" means the Corporate Governance and Nominating Committee or such other committee of the Board as the Board may from time to time designate.
I. "COMMON STOCK" means common stock, par value $5.00 per share, of the Corporation.
J. "CORPORATION" means Comerica Incorporated, a Delaware corporation.
K. "DISABILITY" means any medically determinable physical or mental impairment of any person(s) who is unable to engage in any substantial gainful activity which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
L. "ELIGIBLE DIRECTOR" means any individual serving as a member of the Board who is not an employee of the Corporation or any of its Subsidiaries or Affiliates.
M. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
N. "FAIR MARKET VALUE" means, as of any given date, the closing price of Common Stock on the New York Stock Exchange, Inc. on that date, or if the Common Stock was not traded on the New York Stock Exchange, Inc. on such date, then on the last preceding date on which the Common Stock was traded. If Fair Market Value for any date in question cannot be determined as provided above, then Fair Market Value shall be determined by the Committee, provided that the Committee uses a reasonable valuation method.
O. "OPTION" means a right to purchase a specified number of shares of Common Stock during a specified period pursuant to such terms as are determined by the Committee and as may be set forth in the applicable Award Agreement.
P. "OPTION AWARD" means an Award granted under Section V(A)(1).
Q. "OTHER EQUITY-BASED AWARD" means an Award granted under Section V(A)(5).
R. "PARTICIPANT" means any individual who has received an Award.
S. "PLAN" means the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, as set forth herein and as hereinafter amended and/or restated from time to time.
T. "RESTRICTED STOCK" means shares of Common Stock that are subject to certain conditions and restrictions, as determined by the Committee and as may be set forth in the applicable Award Agreement.
U. "RESTRICTED STOCK AWARD" means an Award granted under Section V(A)(3).
V. "RESTRICTED STOCK UNIT" OR "UNIT" means a unit equivalent to a share of Common Stock that is subject to certain conditions and restrictions, as determined by the Committee and as may be set forth in the applicable Award Agreement.
W. "RESTRICTED STOCK UNIT AWARD" means an Award granted under Section V(A)(4).
X. "RETIREMENT" means the date of the next annual shareholder's meeting of the Corporation immediately following the Director's 70th birthday.
Y. "SECTION" means, unless otherwise specified, a Section of the Plan.
Z. "STOCK APPRECIATION RIGHT" means a right to receive payment in shares of Common Stock equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the Stock Appreciation Right is exercised (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than the Fair Market Value of the same number of shares of Common Stock on the date(s) of grant of the Stock Appreciation Right.
AA. "STOCK APPRECIATION RIGHT AWARD" means an Award granted under Section V(A)(2).
BB. "SUBSIDIARY" means any corporation, partnership or other entity, a majority of whose stock or interest is owned, directly or indirectly, by the Corporation.
SECTION III - ADMINISTRATION
A. The Plan shall be administered by the Committee; provided, that the Board shall have the authority to exercise any and all duties and responsibilities assigned to the Committee under the Plan. Among other things, the Committee shall have the authority, subject to the terms of the Plan, to determine the type or types of Award(s), if any, to be granted to an Eligible Director, to grant Awards to Eligible Directors, to determine the number of shares of Common Stock or Units to be covered by each such Award and otherwise to determine the terms and conditions thereof, and to amend such terms and conditions at any time and from time to time. Awards may be granted singly or in any combination; however, no combination of Awards may be given if such combination would constitute a tandem arrangement as defined in Code Section
409A and any interpretive authorities promulgated thereunder. Awards granted under the Plan shall be evidenced by Award Agreements that set forth the terms and conditions for the respective Award, which may include, among other things, the provisions applicable in the event the Participant's membership on the Board terminates. The Committee may, but need not, require the execution by a Participant of any such Award Agreement. Acceptance of the Award by the respective Participant shall constitute acceptance of the terms and conditions of the Award, including, without limitation, those set forth in the Award Agreement and the Plan.
B. The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto) and to otherwise supervise the administration of the Plan. This includes the power and authority to comply with the withholding and reporting requirements of Code Section 409A and any interpretive authorities promulgated thereunder.
C. 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.
D. The Committee may delegate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it; provided, that no such delegation may be made that would cause Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act or that is prohibited by applicable law or the applicable rules of the New York Stock Exchange, Inc. (or the applicable rules of such other securities exchange as may at the time of the delegation be the principal market for the Common Stock). Any such delegation may be revoked by the Committee at any time.
E. Any determination made by the Committee or pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole and absolute discretion of the Committee or its delegate at the time of the grant of the Award or, unless in contravention of an express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriate delegate pursuant to the provisions of the Plan shall be final and binding on all persons, including the Corporation, Participants, beneficiaries and other interested parties.
SECTION IV - COMMON STOCK SUBJECT TO THE PLAN
A. The maximum number of shares of Common Stock that may be delivered under the Plan shall be 500,000. Shares issued pursuant to the Plan may be authorized and unissued shares, treasury shares, shares purchased in the open market or in private transactions, or any combination of the foregoing.
B. If an Award is forfeited or cancelled, an Option or Stock Appreciation Right terminates, expires or lapses without being exercised or an Award is settled in cash rather than shares of Common Stock, the shares of Common Stock that had been subject thereto shall again be available for distribution in connection with Awards under the Plan. Notwithstanding anything in this Section IV(B) to the contrary, Options, Restricted Stock and Stock Appreciation Right Awards must be settled in Common Stock.
C. In the event the number of outstanding shares of Common Stock 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 holders of Common Stock other than cash dividends, the number or kind of shares that may be issued under the Plan, 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 adjustments of any Award or shares of Common Stock issuable pursuant thereto 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 deemed conclusive and binding on the Corporation, each Participant, their beneficiaries and all other interested parties.
SECTION V - AWARDS
A. TYPES OF AWARDS
1. OPTION AWARDS. The Committee may grant Option Awards to Eligible Directors 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. Options granted under the Plan shall be non-qualified stock options.
a. EXERCISE PRICE. The exercise price per share of Common Stock of an Option shall not be less than the Fair Market Value of a share of Common Stock on the date of grant.
b. OPTION TERM. The term of an Option shall not exceed ten years from the date of grant.
c. METHODS OF EXERCISE. Subject to the provisions of the applicable Award Agreement, an Option may be exercised, in whole or in part, by giving written notice of exercise to the Corporation specifying the number of shares of Common Stock subject to the Option to be purchased, subject to such procedures as established by the Committee from time to time. Prior to
settlement of any such exercise, the exercise price shall be satisfied in full in accordance with Section V(C).
d. RIGHTS UPON EXERCISE. A Participant shall have all of the rights of a stockholder with respect to the shares purchased upon exercise of an Option when the Participant has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section VIII(A).
2. STOCK APPRECIATION RIGHT AWARDS. The Committee may grant Stock Appreciation Right Awards to Eligible Directors, subject to such terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate, including, without limitation, the term, manner of exercise, dates of exercise, and the grant price; provided, however, that such grant price may never be less than the Fair Market Value of Common Stock on the date the right is granted. Notwithstanding any contrary provision in the Plan, upon exercise, the settlement of a Stock Appreciation Right may only occur by payment of Common Stock; Stock Appreciation Rights cannot be settled with cash or any other form of payment.
3. RESTRICTED STOCK AWARDS. The Committee may grant Restricted Stock Awards to Eligible Directors 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. AWARDS AND CERTIFICATES. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or the issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE COMERICA INCORPORATED AMENDED AND RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AWARD AGREEMENT. COPIES OF SUCH PLAN AND THE APPLICABLE AWARD AGREEMENT ARE ON FILE AT THE OFFICES OF COMERICA INCORPORATED AT 500 WOODWARD AVENUE, MC 3391, DETROIT, MICHIGAN 48226.
The Committee may require that the certificates evidencing such shares be held in custody by the Corporation until the restrictions thereon shall have lapsed and that, as a condition of any Restricted Stock Award, the Participant shall have
delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.
b. RIGHTS OF HOLDER OF RESTRICTED STOCK. Except as provided in this Section V(A)(3) and the applicable Award Agreement, a Participant to whom Restricted Stock is granted shall have all of the rights of a stockholder of the Corporation with respect to the Common Stock subject to the Restricted Stock Award, including, if applicable, the right to vote the shares and the right to receive any dividends and other distributions.
4. RESTRICTED STOCK UNIT AWARDS. The Committee may grant Restricted Stock Unit Awards to Eligible Directors, subject to such terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate including, without limitation, the time or times at which Restricted Stock Units will be granted, the number of shares to be represented by each such grant, the conditions for vesting thereof, the time or times within which Restricted Stock Units may be subject to forfeiture, the time or times at which Restricted Stock Units will be settled and the form of such settlement (i.e., cash or shares of Common Stock).
a. RESTRICTED STOCK UNITS. A Restricted Stock Unit shall represent an unfunded, unsecured right to receive one share of the Corporation's Common Stock.
b. RIGHTS OF HOLDER OF RESTRICTED STOCK UNITS. A Participant to whom Restricted Stock Units are granted shall not have any rights of a stockholder of the Corporation with respect to the Common Stock represented by the Restricted Stock Unit Award. If so determined by the Committee, in its sole and absolute discretion, Restricted Stock Units may include a dividend equivalent right, pursuant to which the Participant will either receive cash amounts (either paid currently or on a contingent basis) equivalent to the dividends and other distributions payable with respect to the number of shares of Common Stock represented by the Restricted Stock Units, or additional Restricted Stock Units representing such dividends and other distributions.
5. OTHER EQUITY-BASED AWARDS. The Committee may grant Other Equity-Based Awards to Eligible Directors in accordance with the provisions of this Section V(A) and subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine. Other Equity-Based Awards may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock (including, without limitation, securities convertible into Common Stock), as are deemed by the Committee to be consistent with the purpose of the Plan; provided, however, that such grants and settlements of such Awards must comply with applicable law, including Code Section 409A and any interpretive authority promulgated thereunder. Other Equity-Based Awards may be granted either alone or in conjunction with other Awards granted under the Plan; however, no Other Equity Based Award may be granted in conjunction with an
another Award if such combination would constitute a tandem arrangement as defined in Code Section 409A and any interpretive authorities promulgated thereunder
B. DEFERRING AWARDS. Under no circumstances may a Participant elect to defer, until a time or times later than the exercise of an Option or a Stock Appreciation Right or the settlement or distribution of shares in respect of other Awards, receipt of all or a portion of the shares of Common Stock subject to such Award, or dividends payable thereon, and/or to receive cash at such later time or times in lieu of such deferred shares.
C. FORMS OF PAYMENT BY PARTICIPANTS. Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by a Participant upon the exercise or vesting of an Award may be made in such form or forms as the Committee shall determine, provided that Stock Appreciation Right Awards must always be paid out in Common Stock.
D. LIMITS ON TRANSFER OF AWARDS. Unless otherwise determined by the Committee, no Award and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of intestacy; provided, however, that a Participant may, in accordance with Section VIII(E) and in the manner established by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any property payable or distributable with respect to any Award upon the death of the Participant. Each Award or right under any Award shall be exercisable during the Participant's lifetime only by the Participant or, if permissible under applicable law, by the Participant's guardian or legal representative. Unless otherwise determined by the Committee, 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 Subsidiary or Affiliate.
E. 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.
F. SECURITIES LAW RESTRICTIONS. All certificates for shares of Common Stock 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, Inc., any other exchange on which shares of Common Stock 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.
G. TERMINATION OF BOARD SERVICE AS A RESULT OF DEATH, DISABILITY OR RETIREMENT, OR IN THE EVENT OF A CHANGE OF CONTROL. Unless otherwise determined by the Committee, if a Participant's membership on the
Board is terminated by the Participant's death, Disability or Retirement, or, in the event of a Change of Control, then on the date the Participant's membership is so terminated, or as of the date of such Change of Control:
1. Any Options and Stock Appreciation Rights granted to such Participant that are outstanding as of the date the Participant's membership is so terminated, or as of the date of such Change of Control, and which are not then exercisable and vested, shall become fully vested and shall be exercisable for the remainder of the original Option or Stock Appreciation Right term.
2. The restrictions and deferral limitations applicable to any Restricted Stock granted to such Participant shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant.
3. All Restricted Stock Units granted to such Participant shall be considered to be fully vested, any deferral or other restriction shall lapse and such Restricted Stock Units shall be settled in cash as promptly as is practicable.
4. All Other Equity-Based Awards granted to such Participant shall vest and be exercisable, or shall vest and be settled in cash as promptly as is practicable, but only to the extent that settlement occurs in accordance with Code Section 409A and any interpretive authority promulgated thereunder.
H. OTHER TERMINATION OF BOARD SERVICE. Unless otherwise determined by the Committee, and in accordance with Code Section 409A and any interpretive authority promulgated thereunder, if a Participant's membership on the Board is terminated for any reason other than death, Disability or Retirement, as provided in Section V(G), any outstanding Awards held by the Participant that are unvested on such date of termination shall be immediately forfeited and cancelled, and any outstanding Option or Stock Appreciation Right held by the Participant that is vested but unexercised as of the date of termination shall be exercisable for a period of ninety days after such termination or until the expiration date of the Option or Stock Appreciation Right, as the case may be, whichever date occurs earlier.
VI - TERMINATION AND AMENDMENT
A. The Plan will terminate on the tenth anniversary of the effective date of the Plan. Under the Plan, Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.
B. The Committee or the Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would adversely
impact the rights of a Participant under any Award theretofore granted without the Participant's consent, except such an amendment made to comply with applicable law, including Code Section 409A and any interpretive authorities promulgated thereunder, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Corporation's stockholders to the extent such approval is required by applicable law or the applicable rules of the New York Stock Exchange, Inc. (or the applicable rules of such other securities exchange as may at the time be the principal market for the Common Stock).
C. The Committee may amend the terms of any Option or other Award theretofore granted, prospectively or retroactively; provided, however, that no such amendment shall adversely impact the rights of any Participant without the Participant's consent except such an amendment made to cause the Plan or Award to comply with applicable law, including Code Section 409A and any interpretive authorities promulgated thereunder, stock exchange rules or accounting rules; and provided, further, that in no event may an Option or other Award be repriced without the approval of the stockholders of the Corporation except due to an adjustment pursuant to Section IV(C).
D. Subject to the above provisions and unless prohibited by applicable law, including Code Section 409A and any interpretive authorities promulgated thereunder, or the applicable rules of the New York Stock Exchange, Inc. (or the applicable rules of such other securities exchange as may at the time be the principal market for the Common Stock), the Committee or the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules, as well as other developments, and to grant Awards which qualify for beneficial treatment under such rules without stockholder approval.
SECTION VII - UNFUNDED STATUS OF PLAN
It is presently intended that the Plan will constitute an "unfunded" plan. The Committee may authorize the creation of rabbi trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such rabbi trusts or other arrangements is consistent with the "unfunded" status of the Plan.
SECTION VIII - GENERAL PROVISIONS
A. The Committee may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Corporation in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.
B. Notwithstanding any other provision of the Plan or any Award Agreements made pursuant thereto, the Corporation shall not be required to evidence book-entry
registration of shares of Common Stock under the Plan or issue or deliver any certificate or certificates for shares of Common Stock under the Plan prior to fulfillment of all of the following conditions:
1. Listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be the principal market for the Common Stock;
2. Any registration or other qualification of such shares of the Corporation under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its sole and absolute discretion upon the advice of counsel, deem necessary or advisable; and
3. Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its sole and absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.
C. Nothing contained in the Plan shall prevent the Corporation or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its directors.
D. Adoption of the Plan shall not confer upon any Eligible Director any right to continued service on the Board.
E. Upon becoming a Participant of the Plan, each Eligible Director shall submit to Comerica Incorporated, Human Resources - Compensation, 411 West Lafayette, MC 3122, Detroit, MI 48226 (or to such other unit or person as designated by the Committee from time to time) a Beneficiary Designation Form designating one or more beneficiaries to whom any Awards payable or distributable in the event of the Participant's death are to be paid or distributed, or by whom any rights of the Participant, after the Participant's death, may be exercised. A Beneficiary Designation Form will be effective only if it is signed by the Participant and submitted before the Participant's death. Any subsequent Beneficiary Designation Form properly submitted will supersede any previous Beneficiary Designation Form so submitted. If a Participant designates a spouse as a beneficiary, such designation shall automatically terminate and be of no effect following the divorce of the Participant and such individual, unless ratified in writing post-divorce.
If the primary beneficiary shall predecease the Participant or the primary beneficiary and the Participant die in a common disaster under such circumstances that
it is impossible to determine who survived the other, the Participant's Awards remaining at the time of the Participant's death shall be paid or distributed to the alternate beneficiary(ies) who survive(s) the Participant in accordance with this Plan and the applicable Award Agreement. If there are no alternate beneficiaries living or in existence at the date of the Participant's death, or if the Participant has not submitted a valid Beneficiary Designation Form to the Corporation, the remaining Awards shall be distributed or paid in accordance with the terms of the Plan and the Award Agreement to the legal representative for the benefit of the Participant's estate.
F. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, unless preempted by federal law, and also in accordance with Code Section 409A and any interpretive authorities promulgated thereunder.
SECTION IX -- EFFECTIVE DATE OF PLAN
This Plan is effective as of May 18, 2004.
EXHIBIT 10.2
COMERICA INCORPORATED
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT is made as of the ____ day of __________, 20__, by and between Comerica Incorporated, a Delaware corporation (hereinafter referred to as the "Corporation"), and _______________ (hereinafter referred to as the "Director"). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, as amended from time to time (the "Plan").
WITNESSETH THAT:
WHEREAS, the Corporation desires to grant to the Director an award of Restricted Stock Units ("RSUs") under the Plan and the terms hereinafter set forth:
NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. AWARD. Pursuant to the provisions of the Plan, the Corporation awards _________<insert number> RSUs (the "Award") to the Director on ___________, 20__ (the "Date of Award"). Each RSU shall represent an unfunded, unsecured right for the Director to receive one (1) share of the Corporation's common stock, par value $5.00 per share (the "Common Stock").
2. OWNERSHIP RIGHTS. The Director has no voting or other ownership rights in the Corporation arising from the Award of RSUs under this Agreement.
3. DIVIDENDS. The Director shall be credited with dividend equivalents equal to the dividends the Director would have received if the Director had been the owner of a number of shares of Common Stock equal to the number of RSUs credited to the Director on such dividend payment date (the "Dividend Equivalent"). Any Dividend Equivalent deriving from a cash dividend shall be converted into additional RSUs based on the Fair Market Value of Common Stock on the dividend payment date. Any Dividend Equivalent deriving from a dividend of shares of Common Stock shall be converted into additional RSUs on a one-for-one basis. The Director shall continue to be credited with Dividend Equivalents until the Settlement Date (defined below). The Dividend Equivalents so credited shall be subject to the same terms and conditions as the corresponding Award, and they shall vest (or, if applicable, be forfeited) and be settled in the same manner and at the same time as the corresponding Award, as if they had been granted at the same time as such Award.
4. VESTING. The Award shall vest one year after the Date of Award, with such vesting contingent upon the Director's continued service as a director of the Corporation for a period of one year after the Date of Award. Except as provided in Section 6, if a Director's service as a director of the Corporation terminates for any reason prior to the one (1) year anniversary of the Date of Award, the Award and all corresponding Dividend Equivalents shall be forfeited, and no shares of Common Stock or other payment shall be made to the Director in respect of the Award or any corresponding Dividend Equivalents.
5. SETTLEMENT. Once vested, the Award will be settled as follows:
(a) IN GENERAL. Subject to Section 6 hereof, the Award will be settled in
Common Stock. Settlement of the Award shall occur as of the one-year anniversary
of the date that the Director separates from service as a director of the
Corporation (provided that separation from service complies with Internal
Revenue Code Section 409A) or, in the case of the Director's cessation of
service due to death, Disability or upon a Change of Control, settlement of the
Award shall occur as of such earlier date as set forth in Section 6 hereof (the
"Settlement Date"). On the Settlement Date, the Corporation shall issue or cause
there to be transferred to the Director a number of shares of Common Stock equal
to the aggregate number of RSUs granted to the Director under this Agreement
(including, without limitation, the RSUs attributable to Dividend Equivalents)
(the "Settlement Shares").
(b) TERMINATION OF RIGHTS. Upon the issuance or transfer of Settlement Shares in settlement of the Award (including, without limitation, the RSUs attributable to Dividend Equivalents), the Award shall be settled in full and the Director (or his or her designated beneficiary or estate, in the case of death) shall have no further rights with respect to the Award.
(c) CERTIFICATES OR BOOK ENTRY. As of the Settlement Date, the Corporation shall, at the discretion of the Committee or its designee, either issue one or more certificates in the Director's name for such Settlement Shares or evidence book-entry registration of the Settlement Shares in the Director's name (or, in the case of death, to the Director's designated beneficiary, if any).
(d) CONDITIONS TO DELIVERY. Notwithstanding any other provision of this Agreement, the Corporation shall not be required to evidence book-entry registration or issue or deliver any certificate or certificates representing Settlement Shares prior to fulfillment of all of the following conditions:
(1) Listing or approval for listing upon notice of issuance, of the Settlement Shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be the principal market for the Common Stock;
(2) Any registration or other qualification of the Settlement Shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its sole and absolute discretion upon the advice of counsel, deem necessary or advisable; and
(3) Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its sole and absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.
(e) LEGENDS. The Settlement Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Settlement Shares are listed, any applicable federal or state laws or the Corporation's Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on or otherwise apply to any certificates or book-entry position representing Settlement Shares to make appropriate reference to such restrictions.
6. CHANGE OF CONTROL; DEATH, DISABILITY OR RETIREMENT. Notwithstanding anything in this Agreement to the contrary:
(a) Upon a Change of Control, the Award (including, without limitation, the RSUs attributable to Dividend Equivalents) shall immediately and fully vest and become nonforfeitable, any deferral or other restriction shall lapse, and such Award shall be settled in cash (rather than Settlement Shares) as promptly as is practicable, but in no event later than 30 days following the date of such Change of Control.
(b) In the event of the death, Disability or Retirement of the Director while serving as a director with the Corporation, the Award (including, without limitation, the RSUs attributable to Dividend Equivalents) shall immediately and fully vest and become nonforfeitable, any deferral or other restriction shall lapse, and the Award shall be settled as set forth in Section 5; provided, however, that in the case of the Director's cessation of service due to death or Disability, the Corporation shall issue or cause there to be transferred to the Director (or, in the case of death, to the Director's designated beneficiary or, if no designated beneficiary is living on the date of the Director's death, the Director's estate) the Settlement Shares as promptly as is practicable following the date of the Director's cessation of service.
(c) The Committee shall have the sole and absolute discretion to determine whether the termination of the Director's membership on the board of directors of the Corporation is by reason of Disability or Retirement, as defined by the Plan and in accordance with Internal Revenue Code Section 409A.
7. TRANSFERABILITY. Unless otherwise determined by the Committee, the RSUs subject to this Award (including, without limitation, Dividend Equivalents) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Director otherwise than by will or by the laws of intestacy, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Corporation or any Subsidiary or Affiliate; provided, however, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
8. ADJUSTMENT IN AWARD. In the event the number of outstanding shares of Common Stock 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 holders of Common Stock other than cash dividends, the number or kind of shares subject to this Award shall be automatically adjusted, and the Committee shall be authorized to make such other equitable adjustments of the Award or shares of Common Stock issuable pursuant thereto so that the value of the interest of the Director shall not be decreased by reason of the occurrence of such event. Any such adjustment shall be deemed conclusive and binding on the Corporation, the Director, his or her beneficiaries and all other interested parties.
9. ADMINISTRATION; AMENDMENT. This Award has been made pursuant to a determination by the Committee and/or the Board of Directors of the Corporation, and the Committee shall have plenary authority to interpret, in its sole and absolute discretion, any provision of this Agreement and to make any determinations necessary or advisable for the administration of this Agreement. All such interpretations and determinations shall be final and binding on all persons, including the Corporation, the Director, his or her beneficiaries and all other interested parties. Subject to the terms of the Plan, this Agreement may be amended, in whole or in part, at any time by the Committee; provided, however, that no amendment to this Agreement may adversely affect the Director's rights under this Agreement without the Director's consent except such an amendment made to cause the Award to comply with applicable law, stock exchange rules or accounting rules.
10. BINDING NATURE OF PLAN. The Award is subject to the Plan. The Director agrees to be bound by all terms and provisions of the Plan and related administrative rules and procedures, including, without limitation, terms and provisions and administrative rules and procedures adopted and/or modified after the granting of the Award. In the event any provisions hereof are inconsistent with those of the Plan, the provisions of the Plan shall control, except to the extent expressly modified herein pursuant to authority granted under the Plan.
11. APPLICABLE LAW. The validity, construction and effect of this
Agreement and any rules and regulations relating to the Agreement shall be
determined in accordance with the laws of the State of Delaware, unless
preempted by federal law, and also in accordance with Internal Revenue Code
Section 409A and any interpretive authorities promulgated thereunder.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on its behalf, and the Director has signed this Agreement to evidence the Director's acceptance of the terms hereof, all as of the date first above written.
COMERICA INCORPORATED
By: _________________________
Ralph W. Babb, Jr.
Chairman, President and CEO
DIRECTOR
.
.
.
EXHIBIT (11) - STATEMENT RE: COMPUTATION OF NET INCOME PER COMMON SHARE
COMPUTATION OF NET INCOME PER COMMON SHARE
Comerica Incorporated and Subsidiaries
Three Months Ended Six Months Ended
June 30, June 30,
(in millions, except per share data) 2005 2004 2005 2004
----------------------------------- ----- ----- ----- -----
Basic:
Net income applicable to common stock $ 217 $ 192 $ 416 $ 354
===== ===== ===== =====
Average common shares outstanding 168 172 168 173
===== ===== ===== =====
Basic net income per common share $1.29 $1.11 $2.47 $2.04
===== ===== ===== =====
Diluted:
Net income applicable to common stock $ 217 $ 192 $ 416 $ 354
===== ===== ===== =====
Average common shares outstanding 168 172 168 173
Nonvested stock 1 1 1 1
Common stock equivalent:
Net effect of the assumed exercise
of stock options 1 1 1 1
----- ----- ----- -----
Diluted average common shares 170 174 170 175
===== ===== ===== =====
Diluted net income per common share $1.28 $1.10 $2.44 $2.02
===== ===== ===== =====
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Options to purchase an average 6.2 million and 6.7 million shares of common stock at exercise prices ranging from $56.74 - $71.58 and $53.97 - $71.58 were outstanding during the three months ended June 30, 2005 and 2004, respectively, and options to purchase an average 6.2 million and 6.7 million shares of common stock at exercise prices ranging from $57.15 - $71.58 and $54.95 - $71.58 were outstanding during the six months ended June 30, 2005 and 2004, respectively, but were not included in the computation of diluted net income per common share because the options' exercise prices were greater than the average market price of common shares for the period.
EXHIBIT (31.1)- CHAIRMAN, PRESIDENT AND CEO RULE 13a-14(a)/15d-14(a)
CERTIFICATION OF PERIODIC REPORT (PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ralph W. Babb, Jr., Chairman, President and Chief Executive Officer of Comerica Incorporated (the "Registrant"), certify that:
1. I have reviewed this report on Form 10-Q of the Registrant for the quarterly period ended June 30, 2005;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: August 4, 2005 /s/ Ralph W. Babb, Jr.
---------------------------
Ralph W. Babb, Jr.
Chairman, President and
Chief Executive Officer
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EXHIBIT (31.2)- EXECUTIVE VICE PRESIDENT AND CFO RULE 13a-14(a)/15d-14(a)
CERTIFICATION OF PERIODIC REPORT (PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Elizabeth S. Acton, Executive Vice President and Chief Financial Officer of Comerica Incorporated (the "Registrant"), certify that:
1. I have reviewed this report on Form 10-Q of the Registrant for the quarterly period ended June 30, 2005;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: August 4, 2005 /s/ Elizabeth S. Acton
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Elizabeth S. Acton
Executive Vice President and
Chief Financial Officer
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EXHIBIT (32) SECTION 1350 CERTIFICATION OF PERIODIC REPORT (PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Ralph W. Babb, Jr., Chairman, President and Chief Executive Officer, and Elizabeth S. Acton, Executive Vice President and Chief Financial Officer, of Comerica Incorporated (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) The Quarterly Report on Form 10-Q of the Company for the quarterly period
ended June 30, 2005 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 4, 2005 /s/ Ralph W. Babb, Jr.
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Ralph W. Babb, Jr.
Chairman, President and
Chief Executive Officer
/s/ Elizabeth S. Acton
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Elizabeth S. Acton
Executive Vice President and
Chief Financial Officer
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