| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| 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
44
45
46
47
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
(in millions, except per share data)
2006
2005
2006
2005
$
794
$
616
$
1,517
$
1,182
45
34
89
69
8
5
13
11
847
655
1,619
1,262
236
122
435
230
45
9
87
12
64
41
116
77
345
172
638
319
502
483
981
943
27
2
—
3
475
481
981
940
54
54
108
108
45
43
90
89
15
16
30
28
15
18
31
38
9
9
19
18
10
9
20
17
19
12
36
22
12
9
23
18
10
10
23
19
4
3
5
5
1
—
(1
)
—
31
36
56
67
225
219
440
429
210
197
416
386
46
44
97
91
256
241
513
477
30
28
61
60
15
14
29
28
22
20
43
37
14
11
28
23
9
10
22
21
3
7
4
10
1
(3
)
14
(6
)
55
55
140
107
405
383
854
757
295
317
567
612
95
100
165
196
200
217
402
416
—
—
(8
)
—
$
200
$
217
$
394
$
416
$
1.24
$
1.29
$
2.49
$
2.47
1.24
1.29
2.44
2.47
1.22
1.28
2.45
2.44
1.22
1.28
2.40
2.44
96
92
192
185
0.59
0.55
1.18
1.10
Table of Contents
Accumulated
Other
Total
Common Stock
Capital
Comprehensive
Retained
Treasury
Shareholders’
(in millions, except per share data)
In Shares
Amount
Surplus
Loss
Earnings
Stock
Equity
170.5
$
894
$
421
$
(69
)
$
4,331
$
(472
)
$
5,105
—
—
—
—
416
—
416
—
—
—
(30
)
—
—
(30
)
386
—
—
—
—
(185
)
—
(185
)
(4.1
)
—
—
—
—
(232
)
(232
)
0.8
—
(9
)
—
(16
)
47
22
—
—
21
—
—
—
21
167.2
$
894
$
433
$
(99
)
$
4,546
$
(657
)
$
5,117
162.9
$
894
$
461
$
(170
)
$
4,796
$
(913
)
$
5,068
—
—
—
—
394
—
394
—
—
—
(56
)
—
—
(56
)
338
—
—
—
—
(192
)
—
(192
)
(1.5
)
—
—
—
—
(88
)
(88
)
1.1
—
(17
)
—
(20
)
67
30
—
—
33
—
—
—
33
(0.3
)
—
17
—
—
(17
)
—
162.2
$
894
$
494
$
(226
)
$
4,978
$
(951
)
$
5,189
Table of Contents
Six Months Ended
June 30,
(in millions)
2006
2005
$
394
$
416
(8
)
—
—
3
14
(6
)
42
36
37
22
(7
)
—
—
5
1
—
—
(40
)
23
9
9
(13
)
(30
)
(22
)
(69
)
—
85
48
97
42
491
458
(1,167
)
(168
)
1
—
635
559
(457
)
(566
)
(3,186
)
(2,301
)
(69
)
(56
)
(15
)
22
(4,258
)
(2,510
)
1,695
3,117
140
(85
)
15
(22
)
2,316
14
(100
)
(32
)
23
22
7
—
(88
)
(232
)
(186
)
(182
)
3,822
2,600
55
548
1,609
1,139
$
1,664
$
1,687
$
599
$
301
$
133
$
148
$
5
$
23
—
42
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Comerica Incorporated and Subsidiaries
Six Months Ended
June 30,
(in millions)
2006
2005
$
516
$
673
28
57
—
—
—
—
—
—
—
4
5
8
5
12
—
—
7
6
7
6
3
8
50
89
9
19
—
—
2
1
—
—
2
1
—
—
2
1
15
22
35
67
—
3
$
481
$
609
Table of Contents
Comerica Incorporated and Subsidiaries
Six Months Ended
June 30,
(dollar amounts in millions)
2006
2005
$
33
$
21
6
—
14
(6
)
$
41
$
15
$
68
$
45
*
Charge-offs result from the sale of unfunded lending-related commitments.
Six Months Ended
Year Ended
(in millions)
June 30, 2006
December 31, 2005
$
153
$
134
—
15
$
153
$
149
$
148
$
129
$
40
$
42
Table of Contents
Comerica Incorporated and Subsidiaries
(in millions)
June 30, 2006
December 31, 2005
$
152
$
155
282
298
361
360
795
813
202
205
252
257
102
104
100
103
156
160
243
255
472
250
178
189
184
200
58
58
1,947
1,781
1,700
100
350
—
99
98
98
98
1,083
1,056
15
15
5,292
3,148
$
6,087
$
3,961
Table of Contents
Comerica Incorporated and Subsidiaries
Table of Contents
Six Months Ended
June 30,
(in millions)
2006
2005
$
(69
)
$
(34
)
(71
)
2
(1
)
—
(70
)
2
(25
)
1
(45
)
1
$
(114
)
$
(33
)
$
(91
)
$
(16
)
(76
)
(28
)
(58
)
20
(18
)
(48
)
(6
)
(17
)
(12
)
(31
)
$
(103
)
$
(47
)
$
(7
)
$
(6
)
1
—
1
—
$
(6
)
$
(6
)
$
(3
)
$
(13
)
1
—
1
—
—
—
$
(3
)
$
(13
)
$
(226
)
$
(99
)
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
(in millions, except per share data)
2006
2005
2006
2005
$
200
$
217
$
402
$
416
200
217
394
416
161
168
162
168
$
1.24
$
1.29
$
2.49
$
2.47
1.24
1.29
2.44
2.47
$
200
$
217
$
402
$
416
200
217
394
416
161
168
162
168
1
1
1
1
1
1
1
1
163
170
164
170
$
1.22
$
1.28
$
2.45
$
2.44
1.22
1.28
2.40
2.44
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
(in millions)
2006
2005
2006
2005
$
14
$
12
$
33
$
21
2
1
4
1
$
16
$
13
$
37
$
22
$
5
$
5
$
13
$
8
June 30,
(dollar amounts in millions)
2006
$
90
12
$
102
2.7 years
Table of Contents
Binomial Model
Six Months Ended
Three Months Ended
June 30, 2006
June 30, 2005
4.7
%
4.4
%
3.9
3.9
24.0
28.6
6.5
6.5
Weighted-Average
Number of
Remaining
Aggregate
Options
Exercise Price
Contractual
Intrinsic Value
(in thousands)
per Share
Term
(in millions)
18,291
$
53.64
2,580
56.47
(232
)
53.40
(751
)
31.85
19,888
$
54.80
6.0 years
$
50
19,412
$
54.79
6.0 years
$
50
13,369
$
55.29
4.7 years
$
43
*
$13.56 per share for options granted during the six months ended June 30, 2005.
Number of
Weighted-Average
Shares
Grant-Date
(in thousands)
Fair Value per Share
838
$
51.93
431
56.51
(18
)
53.45
(91
)
45.59
1,160
$
54.11
Table of Contents
Three Months Ended
Six Months Ended
Qualified Defined Benefit Pension Plan
June 30,
June 30,
(in millions)
2006
2005
2006
2005
$
6
$
6
$
15
$
15
12
12
29
27
(19
)
(21
)
(45
)
(46
)
1
2
3
3
4
5
11
10
$
4
$
4
$
13
$
9
Three Months Ended
Six Months Ended
Non-Qualified Defined Benefit Pension Plan
June 30,
June 30,
(in millions)
2006
2005
2006
2005
$
1
$
1
$
2
$
2
2
2
3
3
(1
)
(1
)
(1
)
(1
)
2
1
3
2
$
4
$
3
$
7
$
6
Three Months Ended
Six Months Ended
Postretirement Benefit Plan
June 30,
June 30,
(in millions)
2006
2005
2006
2005
$
1
$
1
$
2
$
2
(1
)
(1
)
(2
)
(2
)
1
1
2
2
$
1
$
1
$
2
$
2
Table of Contents
June 30, 2006
December 31, 2005
Notional/
Notional/
Contract
Unrealized
Unrealized
Fair
Contract
Unrealized
Unrealized
Fair
Amount
Gains
Losses
Value
Amount
Gains
Losses
Value
(in millions)
(1)
(2)
(3)
(1)
(2)
(3)
$
8,000
$
—
$
176
$
(176
)
$
9,205
$
—
$
144
$
(144
)
2,354
58
41
17
2,250
107
4
103
10,354
58
217
(159
)
11,455
107
148
(41
)
574
7
5
2
367
3
8
(5
)
36
2
—
2
44
—
—
—
610
9
5
4
411
3
8
(5
)
10,964
67
222
(155
)
11,866
110
156
(46
)
267
—
3
(3
)
267
—
1
(1
)
252
3
—
3
267
1
—
1
3,683
53
44
9
3,270
30
22
8
4,202
56
47
9
3,804
31
23
8
346
—
31
(31
)
344
—
32
(32
)
346
31
—
31
344
32
—
32
165
15
15
—
291
12
12
—
857
46
46
—
979
44
44
—
2,275
26
22
4
5,453
32
34
(2
)
10
—
—
—
21
—
—
—
2,285
26
22
4
5,474
32
34
(2
)
7,344
128
115
13
10,257
107
101
6
$
18,308
$
195
$
337
$
(142
)
$
22,123
$
217
$
257
$
(40
)
(1)
Notional or contract amounts, which represent the extent of
involvement in the derivatives market, are 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 expose the Corporation to credit risk. Credit risk, which excludes
the effects of any collateral or netting arrangements, is measured as the cost
to replace, at current market rates, contracts in a profitable position.
(3)
The fair values of derivative instruments 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 derivative
instruments are reflected in the consolidated balance sheets.
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
(dollar amounts in millions)
2006
2005
2006
2005
$
—
$
3
$
(2
)
$
—
—
—
—
—
—
—
—
—
$
—
$
3
$
(2
)
$
—
Table of Contents
Remaining Expected Maturity of Risk Management Interest Rate Swaps:
June 30,
Dec. 31,
2011-
2006
2005
(dollar amounts in millions)
2006
2007
2008
2009
2010
2026
Total
Total
$
1,800
$
3,000
$
3,200
$
—
$
—
$
—
$
8,000
$
9,200
3.47
%
4.97
%
7.02
%
—
%
—
%
—
%
5.45
%
5.37
%
6.00
6.89
8.03
—
—
—
7.15
6.30
$
1
$
2
$
1
$
—
$
—
$
—
$
4
$
5
4.33
%
4.32
%
4.31
%
—
%
—
%
—
%
4.32
%
3.27
%
3.54
3.53
3.52
—
—
—
3.53
3.53
$
100
$
450
$
350
$
100
$
—
$
1,350
$
2,350
$
2,250
2.95
%
5.82
%
6.17
%
6.06
%
—
%
5.92
%
5.82
%
5.85
%
5.24
5.17
5.08
4.99
—
5.18
5.16
4.34
$
1,901
$
3,452
$
3,551
$
100
$
—
$
1,350
$
10,354
$
11,455
(1)
Variable rates paid on receive fixed swaps are based on prime and LIBOR (with various maturities) rates in effect
at June 30, 2006
(2)
Variable rates received are based on six-month LIBOR or one-month Canadian Dollar Offered Rates in effect
at June 30, 2006
Table of Contents
Six Months Ended
Year Ended
Six Months Ended
(in millions)
June 30, 2006
December 31, 2005
June 30, 2005
102
$
77
$
78
93
74
73
20
39
19
Risk Management
Customer-Initiated and Other
Interest
Foreign
Interest
Energy
Foreign
Rate
Exchange
Rate
Derivative
Exchange
(in millions)
Contracts
Contracts
Total
Contracts
Contracts
Contracts
Total
$
11,455
$
411
$
11,866
$
3,804
$
979
$
5,474
$
10,257
100
2,863
2,963
1,329
117
50,073
51,519
(1,201
)
(2,660
)
(3,861
)
(921
)
(79
)
(53,262
)
(54,262
)
—
(4
)
(4
)
(10
)
(160
)
—
(170
)
$
10,354
$
610
$
10,964
$
4,202
$
857
$
2,285
$
7,344
Table of Contents
(in millions)
June 30, 2006
December 31, 2005
$
6,473
$
6,433
337
269
Table of Contents
Table of Contents
Wealth & Institutional
(dollar amounts in millions)
Business Bank
Retail Bank
Management
Six Months Ended June 30,
2006
2005
2006
2005
2006
2005
$
647
$
689
$
316
$
298
$
77
$
73
8
18
14
(4
)
(1
)
(1
)
133
141
104
103
170
158
364
301
297
258
193
167
124
169
36
52
19
23
—
—
—
—
(8
)
—
$
284
$
342
$
73
$
95
$
28
$
42
$
22
$
50
$
13
$
9
$
—
$
8
$
38,778
$
34,662
$
6,728
$
6,421
$
3,871
$
3,622
37,532
33,544
6,025
5,773
3,531
3,351
18,412
20,116
16,723
16,835
2,485
2,433
19,327
20,859
16,724
16,824
2,514
2,439
2,583
2,489
827
786
457
414
1.46
%
1.97
%
0.82
%
1.08
%
1.46
%
2.33
%
21.98
27.48
17.50
24.10
12.34
20.37
3.47
4.12
3.80
3.58
4.40
4.36
46.71
36.25
70.86
64.48
78.10
72.09
Finance
Other
Total
Six Months Ended June 30,
2006
2005
2006
2005
2006
2005
$
(57
)
$
(115
)
$
—
$
—
$
983
$
945
—
—
(21
)
(10
)
—
3
32
31
1
(4
)
440
429
—
—
—
31
854
757
(15
)
(36
)
3
(10
)
167
198
—
—
—
—
(8
)
—
$
(10
)
$
(48
)
$
19
$
(15
)
$
394
$
416
$
—
$
—
$
—
$
—
$
35
$
67
$
5,456
$
5,354
$
1,114
$
1,136
$
55,947
$
51,195
15
(15
)
41
45
47,144
42,698
4,106
474
(115
)
34
41,611
39,892
12,047
5,618
226
369
50,838
46,109
467
528
775
869
5,109
5,086
N/M
N/M
N/M
N/M
1.41
%
1.63
%
N/M
N/M
N/M
N/M
15.42
16.36
N/M
N/M
N/M
N/M
3.82
4.04
N/M
N/M
N/M
N/M
60.03
55.08
(1)
Return on average assets is calculated based on the greater of
average assets or average liabilities and attributed equity.
(2)
Net interest margin is calculated based on the greater of average earning
assets or average deposits and purchased funds.
FTE
— Fully Taxable Equivalent
N/M
— Not Meaningful
Table of Contents
Table of Contents
(dollar amounts in millions)
Midwest & Other
Western
Texas
Six Months Ended June 30,
2006
2005
2006
2005
2006
2005
$
543
$
537
$
348
$
383
$
126
$
119
20
38
(3
)
(19
)
(2
)
(9
)
301
298
62
60
37
37
515
436
219
188
104
88
Provision (benefit) for income taxes (FTE)
87
112
70
102
20
26
(8
)
—
—
—
—
—
$
214
$
249
$
124
$
172
$
41
$
51
$
26
$
41
$
5
$
15
$
2
$
8
$
25,259
$
24,883
$
16,494
$
13,340
$
5,884
$
5,056
23,862
23,585
15,886
12,794
5,621
4,876
18,467
18,893
15,166
16,537
3,678
3,672
19,318
19,627
15,255
16,548
3,684
3,668
2,176
2,134
1,091
1,032
514
456
1.69
%
2.01
%
1.51
%
1.96
%
1.39
%
2.00
%
19.67
23.38
22.77
33.30
15.87
22.19
4.56
4.55
4.41
4.67
4.49
4.90
61.00
52.20
53.34
42.45
64.06
56.59
Finance &
Florida
Other Businesses
Total
Six Months Ended June 30,
2006
2005
2006
2005
2006
2005
$
23
$
21
$
(57
)
$
(115
)
$
983
$
945
6
3
(21
)
(10
)
—
3
7
7
33
27
440
429
16
14
—
31
854
757
Provision (benefit) for income taxes (FTE)
2
4
(12
)
(46
)
167
198
—
—
—
—
(8
)
—
$
6
$
7
$
9
$
(63
)
$
394
$
416
$
2
$
3
$
—
$
—
$
35
$
67
$
1,740
$
1,426
$
6,570
$
6,490
$
55,947
$
51,195
1,719
1,413
56
30
47,144
42,698
309
282
3,991
508
41,611
39,892
308
279
12,273
5,987
50,838
46,109
86
67
1,242
1,397
5,109
5,086
0.63
%
0.97
%
N/M
N/M
1.41
%
1.63
%
12.73
20.63
N/M
N/M
15.42
16.36
2.70
2.95
N/M
N/M
3.82
4.04
54.31
49.28
N/M
N/M
60.03
55.08
(1)
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
(2)
Net interest margin is calculated based on the greater of average earning assets or average deposits and purchased funds.
FTE
— Fully Taxable Equivalent
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, 2006
June 30, 2005
Average
Average
Average
Average
(dollar amounts in millions)
Balance
Interest
Rate
Balance
Interest
Rate
$
27,587
$
467
6.80
%
$
24,122
$
329
5.46
%
3,816
82
8.63
3,101
54
6.99
9,229
166
7.24
8,513
129
6.06
1,537
23
6.02
1,357
20
5.75
2,533
45
7.07
2,673
38
5.75
1,299
14
4.10
1,283
13
4.08
1,801
31
6.88
2,185
31
5.77
—
(33
)
—
—
3
—
47,802
795
6.67
43,234
617
5.72
4,088
45
4.27
3,681
34
3.67
481
8
6.31
497
5
4.54
52,371
848
6.47
47,412
656
5.54
1,561
1,697
(485
)
(645
)
3,164
3,171
$
56,611
$
51,635
$
15,330
106
2.78
$
17,190
77
1.80
1,480
3
0.75
1,568
1
0.42
6,216
60
3.83
5,409
35
2.56
4,327
54
5.04
100
1
3.17
1,093
13
4.87
738
8
4.23
28,446
236
3.33
25,005
122
1.96
3,720
45
4.90
1,182
9
3.06
4,538
64
5.65
4,314
41
3.83
36,704
345
3.77
30,501
172
2.26
13,575
14,995
1,186
1,039
5,146
5,100
$
56,611
$
51,635
$
503
2.70
$
484
3.28
$
1
$
1
1.13
0.81
3.83
%
4.09
%
$
2,557
$
4
0.60
%
$
1,139
$
1
0.55
%
1,764
17
3.88
2,569
18
2.77
4,793
5,949
(0.63
)%
(0.24
)%
(0.34
)
(0.14
)
(0.18
)
(0.09
)
Table of Contents
Three Months Ended
June 30, 2006/June 30, 2005
Increase
Increase
Net
(Decrease)
(Decrease)
Increase
(in millions)
Due to Rate
Due to Volume*
(Decrease)
$
98
$
80
$
178
6
5
11
3
—
3
107
85
192
61
(1
)
60
5
31
36
20
3
23
86
33
119
$
21
$
52
$
73
*
Rate/Volume variances are allocated to variances due to volume.
Table of Contents
Six Months Ended
June 30, 2006
June 30, 2005
Average
Average
Average
Average
(dollar amounts in millions)
Balance
Interest
Rate
Balance
Interest
Rate
$
27,106
$
879
6.54
%
$
23,688
$
615
5.23
%
3,674
154
8.44
3,077
103
6.74
9,114
321
7.11
8,415
247
5.92
1,515
45
5.95
1,333
38
5.67
2,596
90
6.94
2,703
74
5.53
1,298
27
4.06
1,272
26
4.10
1,841
61
6.72
2,210
61
5.60
—
(58
)
—
—
20
—
47,144
1,519
6.49
42,698
1,184
5.59
4,121
89
4.19
3,735
69
3.64
413
13
6.25
598
11
3.92
51,678
1,621
6.30
47,031
1,264
5.41
1,604
1,668
(498
)
(665
)
3,163
3,161
$
55,947
$
51,195
$
15,959
211
2.67
$
17,499
146
1.68
1,478
5
0.70
1,575
3
0.41
6,053
111
3.68
5,301
64
2.42
3,480
84
4.89
232
3
2.68
1,050
24
4.58
725
14
3.98
28,020
435
3.13
25,332
230
1.83
3,736
87
4.71
814
12
2.97
4,285
116
5.45
4,295
77
3.61
36,041
638
3.57
30,441
319
2.11
13,591
14,560
1,206
1,108
5,109
5,086
$
55,947
$
51,195
$
983
2.73
$
945
3.30
$
2
$
2
1.09
0.74
3.82
%
4.04
%
$
2,732
$
7
0.51
%
$
1,224
$
3
0.54
%
2,024
38
3.80
2,605
34
2.61
4,738
5,549
(0.68
)%
(0.26
)%
(0.37
)
(0.15
)
(0.20
)
(0.11
)
Table of Contents
Six Months Ended
June 30, 2006/June 30, 2005
Increase
Increase
Net
(Decrease)
(Decrease)
Increase
(in millions)
Due to Rate
Due to Volume*
(Decrease)
$
184
$
151
$
335
12
8
20
6
(4
)
2
202
155
357
98
51
149
7
68
75
39
—
39
144
119
263
$
58
$
36
$
94
*
Rate/Volume variances are allocated to variances due to volume.
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
(in millions)
2006
2005
2006
2005
$
(1
)
$
5
$
(3
)
$
—
—
(5
)
2
(4
)
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
(in millions)
2006
2005
2006
2005
$
158
$
148
$
313
$
292
1
1
2
2
35
35
64
70
16
13
37
22
210
197
416
386
7
8
19
16
39
36
78
75
46
44
97
91
$
256
$
241
$
513
$
477
Table of Contents
Six Months Ended June 30,
(dollar amounts in millions)
2006
2005
$
284
74
%
$
342
71
%
73
19
95
20
28
7
42
9
385
100
%
479
100
%
(10
)
(48
)
19
(15
)
$
394
$
416
*
Includes items not directly associated with the three major business segments or the Finance Division
Table of Contents
Table of Contents
Six Months Ended June 30,
(dollar amounts in millions)
2006
2005
$
214
56
%
$
249
52
%
124
32
172
36
41
11
51
11
6
1
7
1
385
100
%
479
100
%
9
(63
)
$
394
$
416
*
Includes items not directly associated with the three major business segments
Table of Contents
2006
2005
244
254
65
52
61
54
8
6
378
366
•
Average FSD-related noninterest-bearing deposits of about $4.5 billion;
•
Average FSD loans (primarily low-rate) of about $2.6 billion; and
•
Customer services expense in FSD to be down compared to full-year 2005.
Table of Contents
Table of Contents
June 30,
December 31,
(in millions)
2006
2005
$
74
$
65
5
3
—
—
5
3
11
6
35
29
46
35
1
2
3
2
12
13
16
18
157
138
—
—
157
138
17
24
$
174
$
162
$
15
$
16
Table of Contents
(dollar amounts in millions)
June 30, 2006
March 31, 2006
December 31, 2005
$
2,058
$
2,041
$
1,917
4.4
%
4.6
%
4.4
%
Table of Contents
Three Months Ended
(dollar amounts in millions)
June 30, 2006
June 30, 2006
Loans Transferred to
Net Loan Charge-Offs
SIC Category
Nonaccrual Loans
Nonaccrual *
(Recoveries)
$
43
27
%
$
24
48
%
$
3
14
%
24
15
3
5
1
8
19
12
—
—
3
16
19
12
6
12
3
14
17
11
11
21
1
4
7
5
—
—
1
7
7
4
—
—
(1
)
(4
)
6
4
—
—
1
5
5
3
3
6
—
1
4
3
4
8
3
19
6
4
—
—
3
16
$
157
100
%
$
51
100
%
$
18
100
%
*
Based on an analysis of nonaccrual loans with book balances greater than $2
million.
Table of Contents
(in millions)
$
5,068
202
$
(45
)
(12
)
1
—
(56
)
(88
)
30
33
$
5,189
Total Number of Shares
Total Number
Purchased as Part of Publicly
Remaining Share
of Shares
Average Price
Announced Repurchase Plans
Repurchase
(shares in thousands)
Purchased (1)
Paid Per Share
or Programs
Authorization (2)
$
56.97
7,675
—
7,675
56.87
7,675
52.92
7,675
$
52.99
7,675
$
56.27
7,675
(1)
Includes shares purchased as part of publicly announced
repurchase plans or programs, shares purchased pursuant to deferred
compensation plans held in a rabbi trust (grantor trust set up to fund compensation for a select group of management) and
shares purchased from employees under the terms of an employee share-based compensation plan.
(2)
Maximum number of shares that may yet be purchased under the publicly announced plans or programs.
Table of Contents
June 30,
December 31,
2006
2005
7.69
%
7.78
%
8.26
8.38
11.55
11.65
9.87
9.97
*
June 30, 2006 ratios are estimated
Table of Contents
June 30, 2006
December 31, 2005
(in millions)
Amount
%
Amount
%
$
63
3
%
$
84
4
%
(51
)
(2
)
(51
)
(2
)
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.
Table of Contents
48
49
50
For
Against/Withheld
Abstained
Broker Non-Votes
135,995,812
2,544,200
—
—
128,857,181
9,682,831
—
—
133,811,547
4,728,465
—
—
136,052,925
2,487,087
—
—
Incumbent Class II Directors
Incumbent Class III Directors
William P. Vititoe
Joseph J. Buttigieg, III
Alfred A. Piergallini
Kenneth L. Way
J. Philip DiNapoli
Patricia M. Wallington
Roger Fridholm
Gail L. Warden
For
Against/Withheld
Abstained
Broker Non-Votes
76,775,011
35,499,558
1,437,310
24,828,133
Table of Contents
3.
Approval of the Comerica Incorporated 2006 Management Incentive Plan. The results are as
follows:
For
Against/Withheld
Abstained
Broker Non-Votes
125,799,756
11,091,990
1,648,266
—
4.
Ratification of the independent auditor for the fiscal year ending December 31, 2006. The
results are as follows:
For
Against/Withheld
Abstained
Broker Non-Votes
131,924,979
5,594,839
1,020,194
—
Table of Contents
(10.1)
Restrictive Covenants and General Release Agreement by and between John D. Lewis and
Comerica Incorporated dated March 13, 2006 (revised to correct clerical error)
(10.2)
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the
Comerica Incorporated 2006 Long-Term Incentive Plan
(10.3)
Form of Standard Comerica Incorporated Restricted Stock Award Agreement under the
Comerica Incorporated 2006 Long-Term Incentive Plan
(10.4)
Form of Employment Agreement (Senior Vice President – Version 2)
(10.5)
Schedule of Employees Party to Employment Agreement (Senior Vice President – Version
2)
(10.6)
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement
under the Comerica Incorporated Incentive Plan for Non-Employee Directors (Version 2)
(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)
(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)
(32)
Section 1350 Certification of Periodic Report (pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002)
Table of Contents
51
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
| 1. | Separation from Employment . Executive and Comerica agree that Executive’s employment with Comerica shall terminate effective June 30, 2006 (the “ Separation Date ”). To the extent that as of the Separation Date Executive satisfies the definition of “retirement” (or any derivation of such term) under any Comerica plan in which Executive participates as of the Separation Date, the cessation of Executive’s employment shall be treated as a retirement. | ||
| 2. | Resignation from Vice Chairman Position . Effective as of April 14, 2006 (the “ Succession Date ”), Executive shall resign from his position as Comerica’s Vice Chairman and any other positions as an officer of Comerica or member of a Comerica board or committee. From the Succession Date through the Separation Date (the “ Transition Period ”), Executive shall continue as a non-executive |
| March 13, 2006 | Page 1 of 14 |
| employee of Comerica and shall remain available at such times as may be requested by Comerica to ensure a stable transition. During the Transition Period, Executive shall be provided with appropriate office space for his use. | |||
| 3. | Public Announcement . Comerica shall issue an announcement of Executive’s resignation as Comerica’s Vice Chairman and departure from Comerica on March 15, 2006. | ||
| 4. | Return of Comerica Property . Executive shall return to Comerica, no later than the close of business on the Separation Date, all property of Comerica, including but not limited to customer information, computer, palm pilot, Blackberry, cellular phone, keys, identification cards, corporate credit cards, and files or other documents received, compiled or generated by or for Executive in connection with or by virtue of his employment with Comerica. | ||
| 5. | Compensation and Benefits . In consideration for the release of claims set forth in Section 7, the covenants set forth in Sections 8, 9 and 10 and such other promises of Executive as set forth in this Agreement, Comerica agrees that it shall pay or provide to Executive the following payments and benefits: |
| a. | During the Transition Period, Comerica shall continue to pay Executive his regular base salary at the rate in effect as of immediately prior to the Succession Date, in accordance with the payroll practices of Comerica applicable to similarly situated executives. | ||
| b. | During the Transition Period, Executive shall continue to be eligible to participate in Comerica’s health, welfare benefit and retirement plans in |
| March 13, 2006 | Page 2 of 14 |
| which Executive participated immediately prior to the Succession Date, as such plans may be in effect from time to time. | |||
| c. | Following the Transition Period, Executive shall be eligible to elect continuation coverage under Comerica’s healthcare benefit plans in accordance with Section 4980B (“ COBRA ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the terms of the applicable plan. Assuming Executive elects COBRA continuation coverage under Comerica’s medical benefit plan, Executive shall be eligible to continue medical benefit plan coverage under COBRA for the period of coverage under COBRA, with the cost of such coverage to be paid by Executive pursuant to the terms generally applicable to retired employees of Comerica as in effect from time to time. Executive’s conversion rights under other insurance programs following the Separation Date shall be determined in accordance with the terms of the applicable plan. | ||
| d. | During the Transition Period, Comerica shall reimburse Executive for reasonable and documented business expenses incurred by Executive on or before the Separation Date, in accordance with the terms of Comerica’s policy. | ||
| e. | During the Transition Period, Executive may continue to use the automobile provided to him by Comerica, which automobile shall be returned to Comerica on or before the Separation Date at a location designated by Comerica. |
| March 13, 2006 | Page 3 of 14 |
| f. | Stock options granted to Executive under the 1997 Long-Term Incentive Plan (the “ LT Incentive Plan ”) shall be governed by the terms of the LT Incentive Plan and the respective grant agreements evidencing the grant of such options. | ||
| g. | Comerica will recommend to the Comerica Incorporated Compensation Committee (the “ Committee ”) that Executive’s restricted shares of Comerica Incorporated common stock that are not vested as of the Separation Date shall fully vest as of the effective date of any such action by the Committee, subject to such other terms and conditions of the LT Incentive Plan and the grant agreements evidencing the grant of such restricted stock, including Executive’s obligation to satisfy all tax withholding obligations. | ||
| h. | Subject to Executive’s continued compliance with the covenants set forth in Sections 7, 8 and 9 of this Agreement and Executive’s execution and non-revocation of the General Release attached as Exhibit A hereto, Executive shall be paid a lump payment equal to $1,057,800.00 on December 31, 2006. | ||
| i. | To the extent provided by the Amended and Restated Bylaws of Comerica, Incorporated, Article V, Section 12, Comerica agrees to defend, indemnify and hold Executive harmless from and against all liability for actions taken by him within the scope of his responsibilities so long as his conduct in any such matter was consistent with the standards contained in such Article V, Section 12. |
| March 13, 2006 | Page 4 of 14 |
| 6. | Release of Claims . In consideration for the payments and other benefits provided to Executive by this Agreement, including those described above in Section 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows: |
| a. | For himself and for all people acting on his behalf (such as, but not limited to, his family, heirs, executors, administrators, personal representatives, agents and/or legal representatives), Executive agrees to waive any and all claims or grievances which he may have against Comerica and Comerica’s past or present stockholders, directors, officers, trustees, agents, representatives, attorneys, employees, in their individual or representative capacities, and any and all employee benefit plans and their respective past, current and future trustees and administrators (hereafter, collectively, the “ Released Parties ”). By his signature hereto, Executive, for himself and for all people acting on his behalf, forever and fully releases and discharges any and all of the Released Parties from any and all claims, causes of action, charges, contracts, grievances, and demands, including but not limited to any claims for attorney fees, that Executive ever had, now has, or may have by reason of or arising in whole or in part out of any event, act or omission occurring on or prior to the Effective Date of this Agreement. This release includes, but is not limited to, any and all claims of any nature that relate to Executive’s employment by or termination of employment with Comerica . This release includes, but is not limited to: claims of promissory estoppel, forced resignation, constructive discharge, |
| March 13, 2006 | Page 5 of 14 |
| libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge in violation of public policy, breach of contract, breach of implied contract, infliction of emotional distress, detrimental reliance, invasion of privacy, negligence, malicious prosecution, false imprisonment, fraud, assault and battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all claims under any federal, state, and/or local law, regulation, or order prohibiting discrimination, including the Age Discrimination in Employment Act , the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Elliott-Larsen Civil Rights Act, or the Michigan Person’s With Disabilities Civil Rights Act, together with any and all claims under the Fair Credit Reporting Act, the Uniform Services Employment and Reemployment Rights Act, the Employee Retirement Security Income Security Act, the Family Medical Leave Act, or any other federal, state, and or local law, regulation, or order relating to employment, as they all have been or may be amended. It is Executive’s intent, by executing this Agreement, to release all claims as specified above to the maximum extent permitted by law, whether said claims are presently known or unknown. | |||
| b. | To the maximum extent permitted by law, Executive agrees that he has not filed, nor will he ever file, a lawsuit asserting any claims which are released by this Agreement, or to accept any benefit from any lawsuit which might be filed by another person or government entity based in |
| March 13, 2006 | Page 6 of 14 |
| whole or in part on any event, act, or omission which is the subject of Executive’s release. | |||
| c. | Executive understands and agrees that, other than the payments and benefits expressly enumerated in this Agreement, he is not entitled to receive any other compensation, wage, vacation, leave, benefit or other payment from Comerica, other than any vested benefits to which he may be entitled under the Comerica Incorporated Retirement Plan, the Comerica Incorporated Preferred Savings [401(k)] Plan, the 1997 Comerica Incorporated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Plan, the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, and the Benefit Equalization Plan for Employees of Comerica Incorporated, in each case in accordance with the terms of such plans and any valid elections thereunder. Executive agrees that he is not entitled to any benefits under any other program or plan of Comerica. | ||
| d. | The provisions of this Section 6 do not apply to any claim Executive may have for representation and indemnification pursuant to Section 5(i) above. |
| 7. | Confidential Information/Cooperation . Executive agrees that he shall not at any time disclose to third parties Comerica’s confidential business, proprietary, or personnel information, as that information is defined in the Comerica Employee |
| March 13, 2006 | Page 7 of 14 |
| Handbook and/or Code of Business Conduct and Ethics and/or its Corporate Information Protection Policy and manual. Executive agrees that in the event of a legal proceeding (whether threatened or pending, whether investigative, administrative, or judicial) involving matters of which he has knowledge by virtue of the positions Executive held during his employment at Comerica, Executive shall disclose to Comerica and its counsel any facts known to Executive which might be relevant to said legal proceeding and shall cooperate fully with Comerica and its counsel so as to enable Comerica to present any claim or defense which it may have relating to such matters. For purposes of this Section 7, “cooperate fully” shall mean that Executive shall make himself reasonably available for interviews, depositions, and testimony as directed by Comerica or its counsel, and shall further execute truthful statements, declarations, or affidavits pertaining to such matters at the request of Comerica or its counsel. Executive shall be reimbursed for any out of pocket expenses and/or lost wages that he may incur as a result of his compliance with this Section 7. Nothing in this Section 7 shall be construed as requiring Executive to be non-truthful or as preventing him from disclosing information that would be considered adverse to Comerica or requiring him to do anything in violation of any applicable law, rule or regulation. | |||
| 8. | Non-Disparagement . |
| a. | Executive agrees that neither he nor his representatives shall make any disparaging remarks about any of the Released Parties, or their policies, procedures or practices (including but not limited to, business, lending, or credit policies, procedures or practices) to any third parties, including but |
| March 13, 2006 | Page 8 of 14 |
| not limited to, customers or prospective customers of Comerica. It is agreed and understood that nothing in this Section 8(a) shall be construed to preclude Executive from testifying truthfully pursuant to subpoena or as otherwise required by law, to require Executive to engage in any action contrary to public policy, or as precluding Executive from cooperating in any government investigation to the extent such cooperation is either mandated or protected by law. Executive agrees that he shall provide notice to Comerica in advance of any such cooperation or testimony, unless such notice is prohibited. | |||
| b. | Comerica agrees that the Chairman and Chief Executive Officer and his direct reports will not make any disparaging remarks about Executive. It is agreed and understood that nothing in this Section 8(b) shall be construed to preclude those covered from (1) testifying truthfully pursuant to subpoena or as otherwise required by law, (2) engaging in any action contrary to public policy, or (3) cooperating in any internal or government investigation to the extent such cooperation is mandated by policy, regulation or statute. It is further agreed and understood that nothing in this Paragraph shall be construed to preclude Comerica from discharging its legal obligations to its Boards of Directors, any administrative or regulatory agencies or auditing entities. |
| 9. | Non-Competition/Non-Solicitation/Confidential Information . During the Transition Period and for the period ending two (2) years after the Separation Date, Executive agrees that he shall not, directly or indirectly, for his own account |
| March 13, 2006 | Page 9 of 14 |
| or in conjunction with any other person or entity, whether as an employee, shareholder, partner, investor, principal, agent, representative, proprietor, consultant, or in any other capacity, do any of the following: |
| a. | Enter into or engage in any business in competition with the businesses conducted by Comerica in the states of Michigan, California, Texas, Arizona or Florida. For purposes of this Section 9a, Executive shall be “in competition with Comerica” if (1) Executive accepts employment or serves as an agent, employee, director or consultant to, a competitor of Comerica, or (2) Executive acquires or has an interest (direct or indirect) in any firm, corporation, partnership or other entity engaged in a business that is competitive with Comerica. The mere ownership of less than 1% debt and/or equity interest in a competing company whose stock is publicly held shall not be considered as having a prohibited interest in a competitor, and neither shall the mere ownership of less than 5% debt and/or equity interest in a competing company whose stock is not publicly held. For purposes of this Section 9a. any commercial bank, savings and loan association, securities broker or dealer, or other business or financial institution that offers any major service offered by Comerica as of the Separation Date , and which conducts business in Michigan, California, Texas, Arizona or Florida shall be deemed a competitor; | ||
| b. | Request or advise any individual or company that is a customer of Comerica to withdraw, curtail, or cancel any such customer’s actual or prospective business with Comerica; |
| March 13, 2006 | Page 10 of 14 |
| c. | Solicit, induce or attempt to induce any customers of Comerica with whom Executive had professional contact or with respect to whom he was privy to any information during the two (2) year period prior to the Separation Date to patronize any business that is competitive with Comerica; and | ||
| d. | Solicit or induce or attempt to solicit or induce any employee, agent or consultant of Comerica to terminate his or her employment, representation, or other relationship with Comerica. | ||
| During the two-year period following the Separation Date as provided in this Section, Executive may request an exception to this non-compete provision. The request must be made in writing, describe the scope and nature of the engagement, and directed to the Comerica’s Chief Legal Officer. Any exception will be at Comerica’s sole discretion. | |||
| 10. | Dispute Resolution . |
| a. | Injunctive Relief . In the event of a breach or threatened breach of Sections 7, 8 or 9 of this Agreement, Executive agrees that Comerica shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and Executive acknowledges that damages would be inadequate and insufficient. | ||
| b. | Arbitration . Except as provided in Section 10(a) hereof, in the event of any dispute between any of the Released Parties and Executive relating to Executive’s employment with or separation from employment with Comerica, the terms of and the parties’ entry into this Agreement and/or |
| March 13, 2006 | Page 11 of 14 |
| breach of this Agreement, including the General Release attached as Exhibit A, Executive and Comerica agree to submit the dispute, including any claims of discrimination under federal, state or local law by Executive, to final and binding arbitration pursuant to the provisions of Michigan statutory law and/or the Federal Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration shall be conducted by the National Center for Dispute Settlement or a similar organization mutually agreed to by the parties. The arbitration shall be before a single, neutral arbitrator selected by the parties. The arbitrator shall have the power to enter any award that could be entered by a judge of a trial court of the State of Michigan, and only such power, and shall follow the law. In the event the arbitrator does not follow the law, the arbitrator will have exceeded the scope of his or her authority and the parties may, at their option, file a motion to vacate the award in court. Except as otherwise provided herein, the parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law, and shall be in accordance with the procedures |
| March 13, 2006 | Page 12 of 14 |
| established for arbitration in the Michigan Code of Civil Procedure. Unless otherwise prohibited by law, each party shall bear its own costs in any such arbitration and shall share equally any fees or other expenses charged by the arbitrator for services rendered. The parties understand that by agreeing to arbitrate their disputes, they are giving up their right to have their disputes heard in a court of law and, if applicable, by a jury. |
| 11. | Entire Agreement . This Agreement contains and comprises the entire Agreement between Executive and Comerica and supersedes all other agreements and understandings between the parties. Executive acknowledges that Comerica has made no promises to Executive other than those set forth in this Agreement. | ||
| 12. | Governing Law . This Agreement shall be interpreted and governed by the laws of the State of Michigan, except as to matters specifically governed by federal statute or regulation. The provisions of this Agreement are severable, and if any part or portion of it is found to be unenforceable, the other portions shall remain fully valid and enforceable. | ||
| 13. | Withholding . Comerica may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. | ||
| 14. | Effective Date . Executive confirms that he had at least twenty-one (21) days to consider this Agreement and that he had an opportunity to consult with an attorney during said consideration period and prior to signing this Agreement. For an additional period of seven (7) days following the signing of this |
| March 13, 2006 | Page 13 of 14 |
| Agreement, Executive may revoke his signature by delivery of a written notice of revocation to Terri L. Renshaw, Senior Vice President and General Counsel, 500 Woodward Avenue, MC 3391, Detroit, Michigan, 48226. This Agreement shall become effective and enforceable on the eighth (8 th ) day following its execution by Executive, provided he does not exercise his right of revocation as described above (the “ Effective Date ”). If Executive fails to sign this Agreement on or before the 21 st day from the date set forth below or revokes his signature, this Agreement will be without force or effect, and Executive shall not be entitled to any of the rights and benefits hereunder. |
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Comerica Incorporated
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| By: | /s/ Jon W. Bilstrom | |||
| Name: | Jon W. Bilstrom | |||
| Title: |
Executive Vice President, Governance,
Regulatory Relations and Legal Affairs |
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| /s/ John D. Lewis | ||||
| John D. Lewis | ||||
| March 13, 2006 | Page 14 of 14 |
| 1. | Executive and Comerica agree that all terms of the Agreement will remain in full force and effect upon Executive’s execution of this Release. | ||
| 2. | Executive represents and warrants that he has not violated the terms of the covenants set forth in Sections 7, 8 and 9 of the Agreement and hereby reaffirms his obligation to comply with such covenants in accordance with their terms. | ||
| 3. | In consideration for and subject to the waiver of claims as set forth below in Sections 4.a. and 4.b. and Executive’s other obligations under the Agreement, including the obligation to comply with the covenants set forth therein, and in full satisfaction of the obligation under Section 5.h. of the Agreement, Comerica shall pay Executive a lump sum payment of $1,057,800 on December 31, 2006, less all applicable taxes and other withholdings and deductions required by law. | ||
| 4. | In consideration for the payments and other benefits provided to Executive by the Agreement and this Release, including those described above in Section 3, to which |
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| Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further represents and agrees, as follows: |
| a. | For himself and for all people acting on his behalf (such as, but not limited to, his family, heirs, executors, administrators, personal representatives, agents and/or legal representatives), Executive agrees to waive any and all claims or grievances which he may have against Comerica and Comerica’s past or present stockholders, directors, officers, trustees, agents, representatives, attorneys, employees, in their individual or representative capacities, and any and all employee benefit plans and their respective past, current and future trustees and administrators (hereafter, collectively, the “ Released Parties ”). By his signature hereto, Executive, for himself and for all people acting on his behalf, forever and fully releases and discharges any and all of the Released Parties from any and all claims, causes of action, charges, contracts, grievances, and demands, including but not limited to any claims for attorney fees, that Executive ever had, now has, or may have by reason of or arising in whole or in part out of any event, act or omission occurring on or prior to the date Executive signs this Release. This Release includes any and all claims released by Executive in the previous Agreement and any claims that may have arisen between the Effective Date of that Agreement and the signing of this Release. This Release includes, but is not limited to: any and all claims of any nature which relate to Executive’s employment by or termination of employment with Comerica. This Release includes, but is not limited to: claims of promissory estoppel, forced resignation, constructive discharge, libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge in violation of public policy, breach of contract, breach of implied contract, infliction of emotional distress, detrimental reliance, invasion of privacy, negligence, malicious prosecution, false imprisonment, fraud, assault and battery, interference with contractual or other relationships, or any other claim under common law. This Release also specifically includes, but is not limited to: any and all claims under any federal, state, and/or local law, regulation, or order prohibiting discrimination, including the Age |
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| Discrimination in Employment Act , the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Elliott-Larsen Civil Rights Act, or the Michigan Person’s With Disabilities Civil Rights Act, together with any and all claims under the Fair Credit Reporting Act, the Uniform Services Employment and Reemployment Rights Act, the Employee Retirement Security Income Security Act, the Family Medical Leave Act, or any other federal, state, and or local law, regulation, or order relating to employment, as they all have been or may be amended. It is Executive’s intent, by executing this Release, to release all claims as specified above to the maximum extent permitted by law, whether said claims are presently known or unknown. | |||
| b. | To the maximum extent permitted by law, Executive agrees that he has not filed, nor will he ever file, a lawsuit asserting any claims which are released by this Release, or to accept any benefit from any lawsuit which might be filed by another person or government entity based in whole or in part on any event, act, or omission which is the subject of this Release. | ||
| c. | The provisions of this Section 4(a) do not apply to any claim Executive may have for representation and indemnification pursuant to Section 5(i) of the Agreement. | ||
| d. | Executive represents that he has not suffered any work-related injury as a result of his employment with Comerica. | ||
| e. | Executive represents that he is not aware of any facts or circumstances that would give rise, based on his actions to any claims or lawsuits against him or Comerica. Executive understands and agrees that, other than the payments and benefits expressly enumerated in the Agreement (including Section 5.h. of the Agreement), he is not entitled to receive any other compensation, wage, vacation, leave, benefit or other payment from Comerica other than any vested benefits to the extent unsatisfied as of the date hereof and to which he may be entitled under the Comerica Incorporated Retirement Plan, the Comerica Incorporated Preferred Savings [401(k)] Plan, the 1997 Comerica Incorporated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated |
Page 3 of 5
| Common Stock Deferred Incentive Plan, the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, and the Benefit Equalization Plan for Employees of Comerica Incorporated, in each case in accordance with the terms of such plans and any valid elections thereunder. Executive agrees that he is not entitled to any benefits under any other program or plan of Comerica. |
| 5. | This Release and the previous Agreement contain and comprise the entire Agreement between Executive and Comerica and supersede all other agreements and understandings between the parties. Executive acknowledges that Comerica has made no promises to Executive other than those set forth in the previous Agreement and this Release. | ||
| 6. | This Agreement shall be interpreted and governed by the laws of the State of Michigan, except as to matters specifically governed by federal statute or regulation. The provisions of this Release are severable, and if any part or portion of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable. | ||
| 7. | Executive represents that he has had twenty-one (21) days to consider this Release, which was delivered to Executive as Exhibit A to the previous Agreement. Comerica advises Executive to consult with an attorney prior to signing this Release. For an additional period of seven (7) days following the signing of this Release, Executive may revoke his signature by delivery of a written notice of revocation to Terri L. Renshaw, Senior Vice President and General Counsel, 500 Woodward Avenue, MC 3391, Detroit, Michigan, 48226. This Release shall become effective and enforceable on the eighth day following its execution by Executive, provided he does not exercise his right of revocation as described above. If Executive fails to sign this Release on or before December 22, 2006 or revokes his signature, this Release will be without force or effect, and Executive shall not be entitled to the payment under Section 2 of this Release or Section 5.h. of the Agreement, although Executive will continue to be bound by the covenants contained in Sections 7, 8 and 9 of the Agreement. |
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John D. Lewis |
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| a) | Upon the Optionee’s Termination of Employment for any reason other than Retirement, Disability or death, the then vested portion of this Option shall be exercisable until the earlier of (i) the 90 th day after the Optionee’s Termination of Employment and (ii) the Option Expiration Date, and to the extent not exercised prior to such date, this Option will be cancelled. Any portion of this Option that is not vested on the date of Termination of Employment for any reason other than Retirement, Disability or death will be cancelled effective as of the date of Termination of Employment. | ||
| b) | Upon the Optionee’s Termination of Employment due to Retirement, this Option will be cancelled in full if it was granted during the calendar year in which the Optionee’s Retirement occurs; if the Optionee’s Termination of Employment due to Retirement occurs on a date that is after the calendar year of the year in which the Grant Date occurs, except as otherwise provided in paragraph 4(d) below, this Option will continue to vest and become exercisable in accordance with paragraph 3 above, and any vested portion of this Option as of the date of Termination (or that vests thereafter in accordance with the foregoing) shall remain exercisable until the Expiration Date. | ||
| c) | Upon the Optionee’s Termination of Employment due to Disability, this Option, to the extent vested at the date of the Optionee’s Termination of Employment, will continue to be exercisable until the earlier of (i) the third anniversary of the Optionee’s Termination of Employment and (ii) the Option Expiration Date, and to the extent not exercised prior to such date, this Option will be cancelled. Any portion of this Option that is not vested on the date of Termination of Employment due to Disability will be cancelled effective as of the date of Termination of Employment. |
| d) | Upon the Optionee’s death (whether during employment with the Company or during any applicable post-termination exercise period), this Option, to the extent vested at the date of the Optionee’s death, will continue to be exercisable by the Beneficiary(ies) of the Optionee until the earlier of (i) the first anniversary of the Optionee’s death and (ii) the Option Expiration Date (subject to any shortening of the Expiration Date due to the Optionee’s Disability or Termination of Employment for any other reason, in each case, prior to the Optionee’s death). Any portion of this Option that is not vested on the date of the Optionee’s death (whether during employment with the Company or during any applicable post-termination exercise period) will be cancelled effective as of the date of death. |
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| Executive Officer | Date of Agreement | |
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Robert D. McDermott
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August 1, 2006 |
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| 1. | I have reviewed this report on Form 10-Q of the Registrant for the quarterly period ended June 30, 2006; | |
| 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: |
| 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): |
| Date: August 1, 2006 | /s/ Ralph W. Babb, Jr. | |||
| Ralph W. Babb, Jr. | ||||
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Chairman, President and
Chief Executive Officer |
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| 1. | I have reviewed this report on Form 10-Q of the Registrant for the quarterly period ended June 30, 2006; | |
| 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: |
| 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): |
| Date: August 1, 2006 | /s/ Elizabeth S. Acton | |||
| Elizabeth S. Acton | ||||
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Executive Vice President and
Chief Financial Officer |
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| (1) | the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2006 (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 1, 2006 | /s/ Ralph W. Babb, Jr. | |||
| Ralph W. Babb, Jr. | ||||
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Chairman, President and
Chief Executive Officer |
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| /s/ Elizabeth S. Acton | ||||
| Elizabeth S. Acton | ||||
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Executive Vice President and
Chief Financial Officer |
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